Blueprint





  Exhibit 10.2







 


November 17,
2018

 


Continental
Stock Transfer & Trust Company


1 State
Street


New
York, NY 10004


Attn:
Steven Nelson

 


Re:
Transfer of Shares of Common Stock of Big Rock Partners Acquisition
Corp.

 


Dear
Mr. Nelson:

 


Pursuant to that
certain Stock Escrow Agreement (the “Escrow Agreement”) dated as of
November 20, 2017 by and among Big Rock Partners Acquisition Corp.
(the “Company”),
Big Rock Partners Sponsor, LLC (the “Initial Stockholder”) and
Continental Stock Transfer & Trust Company (the
“Escrow Agent”),
the Escrow Agent is currently holding in escrow certain shares of
common stock of the Company owned by the Initial Shareholder (the
“Escrow
Shares”).

 


The
Initial Shareholder has executed an agreement (the
“Transfer
Agreement”) of even date herewith pursuant to which it
has transferred 1,500,000 Escrow Shares in a private transaction to
BRAC Lending Group LLC (the “Investor”), for aggregate
consideration of $1.00. The 1,500,000 Escrow Shares will remain in
escrow with you pursuant to the terms of the Escrow Agreement, but
will be transferred to the name of the Investor. As Escrow Agent,
you acknowledge and agree not to enter into any control or other
agreement relating to, or deliver possession of, the 1,500,000
Escrow Shares to any third party, other than the Investor and its
designees, that could create or perfect a security interest in the
Escrow Shares.

 


Further, in
connection with our agreement to transfer the 1,500,000 Escrow
Shares to the Investor, attached herewith is an executed stock
power (medallion guaranteed) with respect to the 1,500,000 Escrow
Shares. Please kindly effect the transfer of the 1,500,000 Escrow
Shares to the Investor and/or its designees. The Investor is
agreeing to be bound by the terms and conditions of the Escrow
Agreement.

 



[Remainder of page
intentionally left blank; signature page to
follow.]



 


 


 














 






 


This
letter shall serve as irrevocable instructions from the Initial
Stockholder to you as the Escrow Agent with respect to the transfer
of the 1,500,000 Escrow Shares.

 


Very
truly yours,

 


BIG
ROCK PARTNERS SPONSOR LLC

 


By:/s/ Richard
Ackerman                                                               


Name:
Richard Ackerman


Title:
Managing Member

 


The
undersigned acknowledge and consent to the foregoing
terms.

 



THE COMPANY:

 


BIG
ROCK PARTNERS ACQUISITION CORP.

 



By:/s/ Lori
Wittman                                           









Name: Lori
Wittman                                    









Title: Chief Financial
Officer                                            







 



ESCROW AGENT:

 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

 



By: /s/ Stacy
Aqui                           









Name: Stacy
Aqui                                









Title: Vice
President                               







 



INVESTOR:

 


BRAC
LENDING GROUP LLC

 



By: /s/ David M.
Nussbaum                                  









Name: /s/ David M.
Nussbaum                                        









Title:                                                            





 




[Signature
Page - Transfer Shares Release Letter]