brpa_ex110




 





Exhibit 
10.10


 

THE REGISTERED
HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS
PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF 180 DAYS
FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN
(I) EARLYBIRDCAPITAL, INC. (“EBC”)
OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE
OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EBC OR OF ANY
SUCH UNDERWRITER OR SELECTED DEALER, EXCEPT IN ACCORDANCE WITH
FINRA RULE 5110(G)(2). ADDITIONALLY, PURSUANT TO FINRA CONDUCT RULE
5110(G), THE PURCHASE OPTION (OR THE COMMON STOCK, RIGHTS AND
WARRANTS UNDERLYING THIS PURCHASE OPTION) WILL NOT BE THE SUBJECT
OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION
THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THE SECURITIES BY
ANY PERSON FOR A PERIOD OF 180 DAYS IMMEDIATELY FOLLOWING THE
EFFECTIVE DATE.

 

THIS PURCHASE
OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY
BIG ROCK PARTNERS ACQUISITION CORP. (“COMPANY”)
OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE,
RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS
COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES
(“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE
COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND
NOVEMBER 20, 2018. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME,
ON THE EXPIRATION DATE (DEFINED HEREIN).

 

FORM
OF

 

UNIT
PURCHASE OPTION

 

FOR
THE PURCHASE OF

 

600,000
UNITS

 

OF

 

BIG
ROCK PARTNERS ACQUISITION CORP.

 

1.           Purchase
Option.

 

THIS CERTIFIES
THAT, in consideration of $100 duly paid by or on behalf of
EarlyBirdCapital, Inc. (“Holder”),
as registered owner of this Purchase Option, to Big Rock Partners
Acquisition Corp. (“Company”),
Holder is entitled, at any time or from time to time upon the later
of the consummation of a Business Combination or November 20, 2018
(“Commencement
Date”), and at or before 5:00 p.m., New York City
local time, on the five year anniversary of the effective date
(“Effective
Date”) of the Company’s registration statement
(“Registration
Statement”) pursuant to which Units are offered for
sale to the public (“Offering”),
but not thereafter (“Expiration
Date”), to subscribe for, purchase and receive, in
whole or in part, up to six hundred thousand (600,000) units
(“Units”)
of the Company, each Unit consisting of one share of common stock
of the Company, par value $0.001 per share
(“Common
Stock”), one right (“Right(s)”) entitling the Holder to
receive one tenth (1/10) of a share of Common Stock upon
consummation of a Business Combination, and one-half of one warrant
(“Warrant(s)”),
each whole warrant to purchase one share of Common
Stock.  Each Right is the same as the right included in
the Units being registered for sale to the public by way of the
Registration Statement. Each Warrant is the same as the warrant
included in the Units being registered for sale to the public by
way of the Registration Statement (“Public
Warrants”).  If the Expiration Date is a day
on which banking institutions are authorized by law to close, then
this Purchase Option may be exercised on the next succeeding day
which is not such a day in accordance with the terms herein.
Notwithstanding anything to the contrary, the Holder agrees that it
will not be permitted to exercise this Purchase Option or the
Warrants underlying this Purchase Option after the five year
anniversary of the Effective Date. During the period ending on the
Expiration Date, the Company agrees not to take any action that
would terminate the Purchase Option. This Purchase Option is
initially exercisable at $10.00 per Unit so purchased; provided,
however, that upon the occurrence of any of the events specified in
Section 6 hereof, the rights granted by this Purchase Option,
including the exercise price per Unit and the number of Units (and
shares of Common Stock, Rights and Warrants) to be received upon
such exercise, shall be adjusted as therein specified. The term
“Exercise
Price” shall mean the initial exercise price or the
adjusted exercise price, depending on the context.



 






 





 

2.           Exercise.

 

2.1         Exercise
Form. In order to exercise this Purchase Option, the
exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Option
and payment of the Exercise Price for the Units being purchased
payable in cash or by certified check or official bank check. If
the subscription rights represented hereby shall not be exercised
at or before 5:00 p.m., New York City local time, on the Expiration
Date this Purchase Option shall become and be void without further
force or effect, and all rights represented hereby shall cease and
expire.

 

2.2         Legend.
Each certificate for the securities purchased under this Purchase
Option shall bear a legend as follows unless such securities have
been registered under the Securities Act of 1933, as amended
(“Act”):

 

“The
securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended (“Act”) or
applicable state law. The securities may not be offered for sale,
sold or otherwise transferred except pursuant to an effective
registration statement under the Act, or pursuant to an exemption
from registration under the Act and applicable state
law.”

 

2.3         Cashless
Exercise.

 

2.3.1           Determination
of Amount. In lieu of the payment of the Exercise Price
multiplied by the number of Units for which this Purchase Option is
exercisable (and in lieu of being entitled to receive shares of
Common Stock and Warrants) in the manner required by Section 2.1,
and subject to Section 6.1 hereof, the Holder shall have the right
(but not the obligation) to convert any exercisable but unexercised
portion of this Purchase Option into Units (“Cashless Exercise
Right”) as follows:  upon exercise of the
Cashless Exercise Right, the Company shall deliver to the Holder
(without payment by the Holder of any of the Exercise Price in
cash) that number of Units (or that number of shares of Common
Stock, Rights and Warrants comprising that number of Units) equal
to the number of Units to be exercised multiplied by the quotient
obtained by dividing (x) the “Value” (as defined below)
of the portion of the Purchase Option being exercised by (y) the
Current Market Value (as defined below).  The
“Value” of the portion of the Purchase Option being
exercised shall equal the remainder derived from subtracting (a)
(i) the Exercise Price multiplied by (ii) the number of Units
underlying the portion of this Purchase Option being exercised from
(b) the Current Market Value of a Unit multiplied by the number of
Units underlying the portion of the Purchase Option being
exercised.  As used herein, the term “Current
Market Value” per Unit at any date means: (A) in the event
that the Units, Common Stock and Public Warrants are still trading,
(i) if the Units are listed on a national securities exchange or
quoted on the OTC Bulletin Board (or successor exchange), the
average reported last sale price of the Units in the principal
trading market for the Units as reported by the exchange, Nasdaq or
the Financial Industry Regulatory Authority (“FINRA”),
as the case may be, for the three trading days preceding the date
in question; or (ii) if the Units are not listed on a national
securities exchange or quoted on the OTC Bulletin Board (or
successor exchange), but is traded in the residual over-the-counter
market, the average reported last sale price for Units for the
three trading days preceding the date in question for which such
quotations are reported by the Pink Sheets, LLC or similar
publisher of such quotations; (B) in the event that the Units are
not still trading but the Common Stock and Public Warrants
underlying the Units are still trading, the aggregate of (i) the
product of (x) the Current Market Price of the Common Stock and (y)
the number of shares of Common Stock underlying one Unit (which
shall include the portion of a share of Common Stock the holder of
a Unit would automatically receive in connection with the Right
included in each such Unit) plus (ii) the product of (x) the
Current Market Price of the Public Warrants and (y) the number of
the Warrants included in one Unit; or (C) in the event that neither
the Units nor Public Warrants are still trading, the aggregate of
(i) the product of (x) the Current Market Price of the Common Stock
and (y) the number of shares of Common Stock underlying one Unit
(which shall include the portion of a share of Common Stock the
holder of a Unit would automatically receive in connection with the
Right included in each such Unit) plus (ii) the remainder derived
from subtracting (x) the exercise price of the Warrants multiplied
by the number of shares of Common Stock issuable upon exercise of
the Warrants underlying one Unit from (y) the product of (aa) the
Current Market Price of the Common Stock multiplied by (bb) the
number of shares of Common Stock underlying the Warrants included
in each such Unit. The “Current Market
Price” shall mean (i) if the Common Stock (or Public
Warrants, as the case may be) is listed on a national securities
exchange or quoted on the OTC Bulletin Board (or successor
exchange), the average reported last sale price of the Common Stock
(or Public Warrants) in the principal trading market for the Common
Stock (or Public Warrants) as reported by the exchange, Nasdaq or
FINRA, as the case may be, for the three trading days preceding the
date in question; (ii) if the Common Stock (or Public Warrants, as
the case may be) is not listed on a national securities exchange or
quoted on the OTC Bulletin Board (or successor exchange), but is
traded in the residual over-the-counter market, the average
reported last sale price for the Common Stock (or Public Warrants)
on for the three trading days preceding the date in question for
which such quotations are reported by the Pink Sheets, LLC or
similar publisher of such quotations; and (iii) if the fair market
value of the Common Stock cannot be determined pursuant to clause
(i) or (ii) above, such price as the Board of Directors of the
Company shall determine, in good faith.  In the event the
Public Warrants have expired and are no longer exercisable, no
“Value” shall be attributed to the Warrants underlying
this Purchase Option or Common Stock issuable upon exercise of the
Warrant.

 



 

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2.3.2           Mechanics
of Cashless Exercise. The Cashless Exercise Right may be
exercised by the Holder on any business day on or after the
Commencement Date and not later than the Expiration Date by
delivering the Purchase Option with the duly executed exercise form
attached hereto with the cashless exercise section completed to the
Company, exercising the Cashless Exercise Right and specifying the
total number of Units the Holder will purchase pursuant to such
Cashless Exercise Right.

 

2.4         No
Obligation to Net Cash Settle. Notwithstanding anything to
the contrary contained in this Purchase Option, in no event will
the Company be required to net cash settle the exercise of the
Purchase Option or the Rights or Warrants underlying the Purchase
Option. The holder of the Purchase Option and the Warrants
underlying the Purchase Option will not be entitled to exercise the
Purchase Option or the Warrants underlying such Purchase Option
unless it exercises such Purchase Option pursuant to the Cashless
Exercise Right or a registration statement is effective, or an
exemption from the registration requirements is available at such
time and, if the holder is not able to exercise the Purchase Option
or underlying Warrants, the Purchase Option and/or the underlying
Warrants, as applicable, will expire worthless.

 

3.           Transfer.

 

3.1         General
Restrictions. The registered Holder of this Purchase Option,
by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge or hypothecate this Purchase Option (or the Common
Stock, Rights and Warrants underlying this Purchase Option) for a
period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1)
following the Effective Date to anyone other than (i) EBC or
an underwriter or selected dealer in connection with the Offering,
or (ii) a bona fide officer or partner of EBC or of any such
underwriter or selected dealer. Additionally, pursuant to FINRA
Conduct Rule 5110(g), the Purchase Option (or the Common Stock,
Rights and Warrants underlying this Purchase Option) will not be
the subject of any hedging, short sale, derivative, put or call
transaction that would result in the economic disposition of the
securities by any person for a period of 180 days immediately
following the Effective Date. On and after the 181st day following the
Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In
order to make any permitted assignment, the Holder must deliver to
the Company the assignment form attached hereto duly executed and
completed, together with the Purchase Option and payment of all
transfer taxes, if any, payable in connection therewith. The
Company shall within five business days transfer this Purchase
Option on the books of the Company and shall execute and deliver a
new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase
the aggregate number of Units purchasable hereunder or such portion
of such number as shall be contemplated by any such
assignment.

 

3.2         Restrictions
Imposed by the Act. The securities evidenced by this
Purchase Option shall not be transferred unless and until
(i) the Company has received the opinion of counsel for the
Holder that the securities may be transferred pursuant to an
exemption from registration under the Act and applicable state
securities laws, the availability of which is established to the
reasonable satisfaction of the Company (the Company hereby agreeing
that the opinion of Graubard Miller shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a
registration statement or a post-effective amendment to the
Registration Statement relating to such securities has been filed
by the Company and declared effective by the Securities and
Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been
established.

 



 

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4.           New
Purchase Options to be Issued.

 

4.1         Partial
Exercise or Transfer. Subject to the restrictions in Section
3 hereof, this Purchase Option may be exercised or assigned in
whole or in part.  In the event of the exercise or
assignment hereof in part only, upon surrender of this Purchase
Option for cancellation, together with the duly executed exercise
or assignment form and funds sufficient to pay any Exercise Price
(except to the extent that the Holder elects to exercise this
Purchase Option by means of a cashless exercise as provided in
Section 2.3 above) and/or transfer tax, the Company shall cause to
be delivered to the Holder without charge a new Purchase Option of
like tenor to this Purchase Option in the name of the Holder
evidencing the right of the Holder to purchase the number of Units
purchasable hereunder as to which this Purchase Option has not been
exercised or assigned.

 

4.2         Lost
Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Option and of reasonably satisfactory indemnification
or the posting of a bond, the Company shall execute and deliver a
new Purchase Option of like tenor and date. Any such new Purchase
Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual
obligation on the part of the Company.

  
 

5.           Registration
Rights.

 

5.1         Demand
Registration.

 

5.1.1           Grant
of Right. The Company, upon written demand
(“Initial Demand
Notice”) of the Holder(s) of at least 51% of the
Purchase Options and/or the underlying Units and/or the underlying
securities (“Majority
Holders”), agrees to use its best efforts to register
(the “Demand
Registration”) under the Act on one occasion, all or
any portion of the Purchase Options requested by the Majority
Holders in the Initial Demand Notice and all of the securities
underlying such Purchase Options, including the Units, Common
Stock, the Warrants and the Common Stock underlying the Rights and
Warrants (collectively, the “Registrable
Securities”). On such occasion, the Company will use
its best efforts to file a registration statement or a
post-effective amendment to the Registration Statement covering the
Registrable Securities within sixty days after receipt of the
Initial Demand Notice and use its best efforts to have such
registration statement or post-effective amendment declared
effective as soon as possible thereafter. The demand for
registration may be made at any time during a period of five years
beginning on the Effective Date.  The Initial Demand
Notice shall specify the number of shares of Registrable Securities
proposed to be sold and the intended method(s) of distribution
thereof. The Company will notify all holders of the Purchase
Options and/or Registrable Securities of the demand within ten days
from the date of the receipt of any such Initial Demand Notice.
Each holder of Registrable Securities who wishes to include all or
a portion of such holder’s Registrable Securities in the
Demand Registration (each such holder including shares of
Registrable Securities in such registration, a “Demanding
Holder”) shall so notify the Company within fifteen
(15) days after the receipt by the holder of the notice from the
Company. Upon any such request, the Demanding Holders shall be
entitled to have their Registrable Securities included in the
Demand Registration, subject to Section 5.1.4. The Company shall
not be obligated to effect more than one (1) Demand Registration
under this Section 5.1 in respect of all Registrable
Securities.

 

5.1.2           Effective
Registration. A registration will not count as a Demand
Registration until the registration statement filed with the
Commission with respect to such Demand Registration has been
declared effective and the Company has complied with all of its
obligations under this Agreement with respect thereto.

 

5.1.3           Underwritten
Offering. If the Majority Holders so elect and such holders
so advise the Company as part of the Initial Demand Notice, the
offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In
such event, the right of any holder to include its Registrable
Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion
of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to
distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the
Majority Holders.

 



 

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5.1.4           Reduction
of Offering. If the managing underwriter or underwriters for
a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the
dollar amount or number of shares of Registrable Securities which
the Demanding Holders desire to sell, taken together with all other
Common Stock or other securities which the Company desires to sell
and the Common Stock, if any, as to which registration has been
requested pursuant to written contractual piggy-back registration
rights held by other stockholders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of shares
that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or
the probability of success of such offering (such maximum dollar
amount or maximum number of shares, as applicable, the
“Maximum Number of
Shares”), then the Company shall include in such
registration: (i) first, the Registrable Securities as to
which Demand Registration has been requested by the Demanding
Holders (pro rata in accordance with the number of shares that each
such Person has requested be included in such registration,
regardless of the number of shares held by each such Person (such
proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum
Number of Shares; (ii) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause
(i), the Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of
Shares; (iii) third, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (i)
and (ii), the Common Stock or other securities registrable pursuant
to the terms of the Registration Rights Agreement between the
Company and the initial investors in the Company and EBC (and/or
its designees), dated as of November 20, 2017 (the
“Registration Rights
Agreement” and such registrable securities, the
“Investor
Securities”) as to which “piggy-back”
registration has been requested by the holders thereof, Pro Rata,
that can be sold without exceeding the Maximum Number of Shares;
and (iv) fourth, to the extent that the Maximum Number of
Shares have not been reached under the foregoing clauses (i),
(ii), and (iii), the Common Stock or other securities for the
account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons and
that can be sold without exceeding the Maximum Number of
Shares.

 

5.1.5           Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of
the terms of any underwriting or are not entitled to include all of
their Registrable Securities in any offering, such
majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the
underwriter or underwriters of their request to withdraw prior to
the effectiveness of the registration statement filed with the
Commission with respect to such Demand Registration. If the
majority-in-interest of the Demanding Holders withdraws from a
proposed offering relating to a Demand Registration, then the
Company does not have to continue its obligations under
Section 5.1 with respect to such proposed
offering.

 

5.1.6           Terms.
The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, including the expenses of
any legal counsel selected by the Holders to represent them in
connection with the sale of the Registrable Securities, but the
Holders shall pay any and all underwriting commissions. The Company
agrees to use its reasonable best efforts to qualify or register
the Registrable Securities in such states as are reasonably
requested by the Majority Holder(s); provided, however, that in no
event shall the Company be required to register the Registrable
Securities in a state in which such registration would cause (i)
the Company to be obligated to qualify to do business in such
state, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction or (ii) the
principal stockholders of the Company to be obligated to escrow
their shares of Common Stock of the Company. The Company shall use
its best efforts to cause any registration statement or
post-effective amendment filed pursuant to the demand rights
granted under Section 5.1.1 to remain effective for a period of
nine consecutive months from the effective date of such
registration statement or post-effective amendment.

 



 

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5.2         Piggy-Back
Registration.





 

5.2.1           Piggy-Back
Rights. If at any time during the seven year period
commencing on the Effective Date the Company proposes to file a
registration statement under the Act with respect to an offering of
equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the
Company for its own account or for stockholders of the Company for
their account (or by the Company and by stockholders of the Company
including, without limitation, pursuant to Section 5.1), other than
a registration statement (i) filed in connection with any
employee share option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the
Company’s existing stockholders, (iii) for an offering
of debt that is convertible into equity securities of the Company
or (iv) for a dividend reinvestment plan, then the Company
shall (x) give written notice of such proposed filing to the
holders of Registrable Securities as soon as practicable but in no
event less than ten (10) days before the anticipated filing date,
which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution,
and the name of the proposed managing underwriter or underwriters,
if any, of the offering, and (y) offer to the holders of
Registrable Securities in such notice the opportunity to register
the sale of such number of shares of Registrable Securities as such
holders may request in writing within five (5) days following
receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such
Registrable Securities to be included in such registration and
shall use its best efforts to cause the managing underwriter or
underwriters of a proposed underwritten offering to permit the
Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar
securities of the Company and to permit the sale or other
disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of
Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an underwriter or
underwriters shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for
such Piggy-Back Registration.

 

5.2.2           Reduction
of Offering. If the managing underwriter or underwriters for
a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holders of Registrable Securities in
writing that the dollar amount or number of shares of Common Stock
which the Company desires to sell, taken together with Common
Stock, if any, as to which registration has been demanded pursuant
to written contractual arrangements with persons other than the
holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this
Section 5.2, and the Common Stock, if any, as to which registration
has been requested pursuant to the written contractual piggy-back
registration rights of other stockholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any
such registration:

 

(a)           If
the registration is undertaken for the Company’s account:
(A) first, the Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the
Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing
clause (A), the Common Stock or other securities, if any,
comprised of  Registrable Securities and Investor
Securities, as to which registration has been requested pursuant to
the applicable written contractual piggy-back registration rights
of such security holders, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (C) third, to the
extent that the Maximum Number of shares has not been reached under
the foregoing clauses (A) and (B), the Common Stock or other
securities for the account of other persons that the Company is
obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without
exceeding the Maximum Number of Shares;

 

(b)           If
the registration is a Demand Registration undertaken at the demand
of holders of Investor Securities, (A) first, the Common Stock
or other securities for the account of the demanding persons, Pro
Rata, that can be sold without exceeding the Maximum Number of
Shares; (B) second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A),
the Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of
Shares; (C) third, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (A)
and (B), the shares of Registrable Securities, Pro Rata, as to
which registration has been requested pursuant to the terms hereof,
that can be sold without exceeding the Maximum Number of Shares;
and (D) fourth, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (A),
(B) and (C), the Common Stock or other securities for the account
of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be
sold without exceeding the Maximum Number of Shares;
and

 



 

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(c)           If
the registration is a Demand Registration undertaken at the demand
of persons other than either the holders of Registrable Securities
or of Investor Securities, (A) first, the Common Stock or other
securities for the account of the demanding persons that can be
sold without exceeding the Maximum Number of Shares; (B) second, to
the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Common Stock or other
securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (C) third, to the
extent that the Maximum Number of Shares has not been reached under
the foregoing clauses (A) and (B), collectively the Common Stock or
other securities comprised of Registrable Securities and Investor
Securities, Pro Rata, as to which registration has been requested
pursuant to the terms hereof and of the Registration Rights
Agreement, as applicable, that can be sold without exceeding the
Maximum Number of Shares; and (D) fourth, to the extent that the
Maximum Number of Shares has not been reached under the foregoing
clauses (A), (B) and (C), the Common Stock or other securities for
the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of
Shares.

 
                      

5.2.3           Withdrawal.
Any holder of Registrable Securities may elect to withdraw such
holder’s request for inclusion of Registrable Securities in
any Piggy-Back Registration by giving written notice to the Company
of such request to withdraw prior to the effectiveness of the
registration statement. The Company (whether on its own
determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a
registration statement at any time prior to the effectiveness of
the registration statement. Notwithstanding any such withdrawal,
the Company shall pay all expenses incurred by the holders of
Registrable Securities in connection with such Piggy-Back
Registration as provided in Section 5.2.4.

 

5.2.4           Terms.
The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, including the expenses of
any legal counsel selected by the Holders to represent them in
connection with the sale of the Registrable Securities but the
Holders shall pay any and all underwriting commissions related to
the Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of
outstanding Registrable Securities with not less than fifteen days
written notice prior to the proposed date of filing of such
registration statement. Such notice to the Holders shall continue
to be given for each applicable registration statement filed
(during the period in which the Purchase Option is exercisable) by
the Company until such time as all of the Registrable Securities
have been registered and sold. The Holders of the Registrable
Securities shall exercise the “piggy-back” rights
provided for herein by giving written notice, within ten days of
the receipt of the Company’s notice of its intention to file
a registration statement. The Company shall use its best efforts to
cause any registration statement filed pursuant to the above
“piggyback” rights to remain effective for at least
nine months from the date that the Holders of the Registrable
Securities are first given the opportunity to sell all of such
securities.

 

5.3         General
Terms.

 

5.3.1           Indemnification.
The Company shall, to the fullest extent permitted by applicable
law, indemnify the Holder(s) of the Registrable Securities to be
sold pursuant to any registration statement hereunder and each
person, if any, who controls such Holders within the meaning of
Section 15 of the Act or Section 20(a) of the Securities Exchange
Act of 1934, as amended (“Exchange
Act”), against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or
defending against litigation, commenced or threatened, or any claim
whatsoever whether arising out of any action between the
underwriter and the Company or between the underwriter and any
third party or otherwise) to which any of them may become subject
under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the
same effect as the provisions pursuant to which the Company has
agreed to indemnify the underwriters contained in Section 5 of the
Underwriting Agreement between the Company, EBC and the other
underwriters named therein dated the Effective Date. The Holder(s)
of the Registrable Securities to be sold pursuant to such
registration statement, and their successors and assigns, shall
severally, and not jointly, indemnify the Company, its officers and
directors and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which they may become subject
under the Act, the Exchange Act or otherwise, arising from
information furnished by or on behalf of such Holders, or their
successors or assigns, in writing, for specific inclusion in such
registration statement to the same extent and with the same effect
as the provisions contained in Section 5 of the Underwriting
Agreement pursuant to which the underwriters have agreed to
indemnify the Company.

 

5.3.2           Exercise
of Purchase Options. Nothing contained in this Purchase
Option shall be construed as requiring the Holder(s) to exercise
their Purchase Options or Warrants underlying such Purchase Options
prior to or after the initial filing of any registration statement
or the effectiveness thereof.

 

5.3.3           Documents
Delivered to Holders. The Company shall furnish EBC, as
representative of the Holders participating in any of the foregoing
offerings, a signed counterpart, addressed to the participating
Holders, of (i) an opinion of counsel to the Company, dated the
effective date of such registration statement (and, if such
registration includes an underwritten public offering, an opinion
dated the date of the closing under any underwriting agreement
related thereto), and (ii) if such registration statement is filed
in connection of an underwritten public offering, a “cold
comfort” letter dated the effective date of such registration
statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the
underwriting agreement) signed by the independent public
accountants who have issued a report on the Company’s
financial statements included in such registration statement, in
each case covering substantially the same matters with respect to
such registration statement (and the prospectus included therein)
and, in the case of such accountants’ letter, with respect to
events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer’s counsel and in
accountants’ letters delivered to underwriters in
underwritten public offerings of securities. The Company shall also
deliver promptly to EBC, as representative of the Holders
participating in the offering, the correspondence and memoranda
described below and copies of all correspondence between the
Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff
with respect to the registration statement and permit EBC, as
representative of the Holders, to do such investigation, upon
reasonable advance notice, with respect to information contained in
or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of
FINRA. Such investigation shall include access to books, records
and properties and opportunities to discuss the business of the
Company with its officers and independent auditors, all to such
reasonable extent and at such reasonable times and as often as EBC,
as representative of the Holders, shall reasonably request. The
Company shall not be required to disclose any confidential
information or other records to EBC, as representative of the
Holders, or to any other person, until and unless such persons
shall have entered into reasonable confidentiality agreements (in
form and substance reasonably satisfactory to the Company), with
the Company with respect thereto.

 

5.3.4           Underwriting
Agreement. The Company shall enter into an underwriting
agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant
to this Section 5, which managing underwriter shall be reasonably
acceptable to the Company. Such agreement shall be reasonably
satisfactory in form and substance to the Company, each Holder and
such managing underwriters, and shall contain such representations,
warranties and covenants by the Company and such other terms as are
customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any
underwriting agreement relating to an underwritten sale of their
Registrable Securities and may, at their option, require that any
or all the representations, warranties and covenants of the Company
to or for the benefit of such underwriters shall also be made to
and for the benefit of such Holders. Such Holders shall not be
required to make any representations or warranties to or agreements
with the Company or the underwriters except as they may relate to
such Holders and their intended methods of distribution. Such
Holders, however, shall agree to such covenants and indemnification
and contribution obligations for selling stockholders as are
customarily contained in agreements of that type used by the
managing underwriter. Further, such Holders shall execute
appropriate custody agreements and otherwise cooperate fully in the
preparation of the registration statement and other documents
relating to any offering in which they include securities pursuant
to this Section 5. Each Holder shall also furnish to the Company
such information regarding itself, the Registrable Securities held
by it, and the intended method of disposition of such securities as
shall be reasonably required to effect the registration of the
Registrable Securities.

 

5.3.5           Rule
144 Sale. Notwithstanding anything contained in this Section
5 to the contrary, the Company shall have no obligation pursuant to
Sections 5.1 or 5.2 to use its best efforts to obtain the
registration of Registrable Securities held by any Holder (i) where
such Holder would then be entitled to sell under Rule 144 within
any three-month period (or such other period prescribed under Rule
144 as may be provided by amendment thereof) all of the Registrable
Securities then held by such Holder, and (ii) where the number of
Registrable Securities held by such Holder is within the volume
limitations under paragraph (e) of Rule 144 (calculated as if such
Holder were an affiliate within the meaning of Rule
144).

 



 

7






 





 

5.3.6           Supplemental
Prospectus. Each Holder agrees, that upon receipt of any
notice from the Company of the happening of any event as a result
of which the prospectus included in the registration statement, as
then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of
the circumstances then existing, such Holder will immediately
discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until
such Holder’s receipt of the copies of a supplemental or
amended prospectus, and, if so desired by the Company, such Holder
shall deliver to the Company (at the expense of the Company) or
destroy (and deliver to the Company a certificate of such
destruction) all copies, other than permanent file copies then in
such Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such
notice.

 

6.           Adjustments.

 

6.1         Adjustments
to Exercise Price and Number of Securities. The Exercise
Price and the number of Units underlying the Purchase Option shall
be subject to adjustment from time to time as hereinafter set
forth:

 

6.1.1           Share
Dividends - Split-Ups. If after the date hereof, and subject
to the provisions of Section 6.3 below, the number of outstanding
shares of Common Stock is increased by a share dividend payable in
Common Stock or by a split-up of Common Stock or other similar
event, then, on the effective date thereof, the number of shares of
Common Stock underlying each of the Units purchasable hereunder
shall be increased in proportion to such increase in outstanding
shares. In such case, the number of shares of Common Stock, and the
exercise price applicable thereto, underlying the Warrants
underlying each of the Units purchasable hereunder shall be
adjusted in accordance with the terms of the Warrants.

 

6.1.2           Aggregation
of Shares. If after the date hereof, and subject to the
provisions of Section 6.3, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination or
reclassification of Common Stock or other similar event, then, on
the effective date thereof, the number of shares of Common Stock
underlying each of the Units purchasable hereunder shall be
decreased in proportion to such decrease in outstanding shares. In
such case, the number of shares of Common Stock, and the exercise
price applicable thereto, underlying the Warrants underlying each
of the Units purchasable hereunder shall be adjusted in accordance
with the terms of the Warrants.

 

6.1.3           Replacement
of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding Common Stock
other than a change covered by Section 6.1.1 or 6.1.2 hereof or
that solely affects the par value of such Common Stock, or in the
case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding Common
Stock), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety
or substantially as an entirety in connection with which the
Company is dissolved, the Holder of this Purchase Option shall have
the right thereafter (until the expiration of the right of exercise
of this Purchase Option) to receive upon the exercise hereof, for
the same aggregate Exercise Price payable hereunder immediately
prior to such event, the kind and amount of shares or other
securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, by a Holder of
the number of shares of Common Stock of the Company obtainable upon
exercise of this Purchase Option and the underlying Rights and
Warrants immediately prior to such event; and if any
reclassification also results in a change in Common Stock covered
by Section 6.1.1 or 6.1.2, then such adjustment shall be made
pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The
provisions of this Section 6.1.3 shall similarly apply to
successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

 

 



 

8






 





6.1.4           Changes
in Form of Purchase Option. This form of Purchase Option
need not be changed because of any change pursuant to this Section,
and Purchase Options issued after such change may state the same
Exercise Price and the same number of Units as are stated in the
Purchase Options initially issued pursuant to this Agreement. The
acceptance by any Holder of the issuance of new Purchase Options
reflecting a required or permissive change shall not be deemed to
waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof.

 

6.2         Substitute
Purchase Option. In case of any consolidation of the Company
with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which
does not result in any reclassification or change of the
outstanding Common Stock), the corporation formed by such
consolidation or merger shall execute and deliver to the Holder a
supplemental Purchase Option providing that the holder of each
Purchase Option then outstanding or to be outstanding shall have
the right thereafter (until the stated expiration of such Purchase
Option) to receive, upon exercise of such Purchase Option, the kind
and amount of shares and other securities and property receivable
upon such consolidation or merger, by a holder of the number of
shares of Common Stock of the Company for which such Purchase
Option might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental Purchase
Option shall provide for adjustments which shall be identical to
the adjustments provided in Section 6. The above provision of this
Section shall similarly apply to successive consolidations or
mergers.

 

6.3         Elimination
of Fractional Interests. The Company shall not be required
to issue certificates representing fractions of shares of Common
Stock or Warrants upon the exercise of the Purchase Option, nor
shall it be required to issue scrip or pay cash in lieu of any
fractional interests, it being the intent of the parties that all
fractional interests shall be eliminated by rounding any fraction
up or down to the nearest whole number of Warrants, shares of
Common Stock or other securities, properties or rights (or as
otherwise provided pursuant to the Warrants Agreement or Rights
Agreement, as the case may be).

 

7.           Reservation
and Listing. The Company shall at all times reserve and keep
available out of its authorized but unissued Common Stock, solely
for the purpose of issuance upon exercise of the Purchase Options
(including the Common Stock underlying the Rights) or the Warrants
underlying the Purchase Option, such number of shares of Common
Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and
agrees that, upon exercise of the Purchase Options and payment of
the Exercise Price therefor, all shares of Common Stock and other
securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. The Company further covenants and agrees
that upon exercise of the Warrants underlying the Purchase Options
and payment of the respective Warrant exercise price therefor, all
shares of Common Stock and other securities issuable upon such
exercise shall be duly and validly issued, fully paid and
non-assessable and not subject to preemptive rights of any
stockholder. As long as the Purchase Options shall be outstanding,
the Company shall use its best efforts to cause all (i) Units and
Common Stock issuable upon exercise of the Purchase Options
(including the Common Stock underlying the Rights), (ii) Warrants
issuable upon exercise of the Purchase Options, and (iii) Common
Stock issuable upon conversion of the Rights included in the Units
issuable upon exercise of the Purchase Option and (iv) Common Stock
issuable upon exercise of the Warrants included in the Units
issuable upon exercise of the Purchase Option to be listed (subject
to official notice of issuance) on all securities exchanges (or, if
applicable on the OTC Bulletin Board or any successor trading
market) on which the Units, the Common Stock or the Public Warrants
issued to the public in connection herewith may then be listed
and/or quoted.

 

8.           Certain
Notice Requirements.

 

8.1         Holder’s
Right to Receive Notice. Nothing herein shall be construed
as conferring upon the Holders the right to vote or consent as a
stockholder for the election of directors or any other matter, or
as having any rights whatsoever as a stockholder of the Company.
If, however, at any time prior to the expiration of the Purchase
Options and their exercise, any of the events described in Section
8.2 shall occur, then, in one or more of said events, the Company
shall give written notice of such event at least fifteen days prior
to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled
to such dividend, distribution, conversion or exchange of
securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice
shall specify such record date or the date of the closing of the
transfer books, as the case may be. Notwithstanding the foregoing,
the Company shall deliver to each Holder a copy of each notice
given to the other stockholders of the Company at the same time and
in the same manner that such notice is given to the
stockholders.

 



 

9






 





 

             
8.2         Events
Requiring Notice. The Company shall be required to give the
notice described in this Section 8 upon one or more of the
following events: (i) if the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash,
or a cash dividend or distribution payable otherwise than out of
retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the
Company shall offer to all the holders of its Common Stock any
additional shares of the Company or securities convertible into or
exchangeable for shares of the Company, or any option, right or
warrant to subscribe therefor, or (iii) a dissolution, liquidation
or winding up of the Company (other than in connection with a
consolidation or merger) or a sale of all or substantially all of
its property, assets and business shall be proposed.

 

8.3         Notice
of Change in Exercise Price. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to
Section 6 hereof, send notice to the Holders of such event and
change (“Price
Notice”). The Price Notice shall describe the event
causing the change and the method of calculating same and shall be
certified as being true and accurate by the Company’s
President and Chief Financial Officer.

 

8.4         Transmittal
of Notices. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and
shall be deemed to have been duly made when hand delivered, or
mailed by express mail or private courier service: (i) if to the
registered Holder of the Purchase Option, to the address of such
Holder as shown on the books of the Company, or (ii) if to the
Company, to the following address or to such other address as the
Company may designate by notice to the Holders:

 

Big Rock Partners
Acquisition Corp.

c/o Big Rock
Partners Sponsor, LLC

2645 N. Federal
Highway

Suite
230

Delray Beach,
Florida 33483

Attn: Chief
Executive Officer

Email: rackerman@bigrockpartners.com

 

9.           Miscellaneous.

 

9.1         Amendments.
The Company and EBC may from time to time supplement or amend this
Purchase Option without the approval of any of the Holders in order
to cure any ambiguity, to correct or supplement any provision
contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard
to matters or questions arising hereunder that the Company and EBC
may deem necessary or desirable and that the Company and EBC deem
shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of
and be signed by the party against whom enforcement of the
modification or amendment is sought.

 

9.2         Headings.
The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of
this Purchase Option.

 

9.3         Entire
Agreement. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in
connection with this Purchase Option) constitutes the entire
agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter
hereof.

 

9.4         Binding
Effect. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal
representative and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Option or any
provisions herein contained.

 

 



 

10






 





9.5         Governing
Law; Submission to Jurisdiction. This Purchase Option shall
be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of
laws. The Company hereby agrees that any action, proceeding or
claim against it arising out of, or relating in any way to this
Purchase Option shall be brought and enforced in the courts of the
State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company
hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum. Any process or summons
to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in
Section 8 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action,
proceeding or claim. The Company and the Holder agree that the
prevailing party(ies) in any such action shall be entitled to
recover from the other party(ies) all of its reasonable
attorneys’ fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation
therefor.

 

9.6         Waiver,
Etc. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Option shall not be
deemed or construed to be a waiver of any such provision, nor to in
any way affect the validity of this Purchase Option or any
provision hereof or the right of the Company or any Holder to
thereafter enforce each and every provision of this Purchase
Option. No waiver of any breach, non-compliance or non-fulfillment
of any of the provisions of this Purchase Option shall be effective
unless set forth in a written instrument executed by the party or
parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or
subsequent breach or non-compliance.

 

9.7         Execution
in Counterparts. This Purchase Option may be executed in one
or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an
original, but all of which taken together shall constitute one and
the same agreement, and shall become effective when one or more
counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto.

 

9.8         Exchange
Agreement. As a condition of the Holder’s receipt and
acceptance of this Purchase Option, Holder agrees that, at any time
prior to the complete exercise of this Purchase Option by Holder,
if the Company and EBC enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all
outstanding Purchase Options will be exchanged for securities or
cash or a combination of both, then Holder shall agree to such
exchange and become a party to the Exchange Agreement.

 

 

 



 

11






 





IN WITNESS WHEREOF,
the Company has caused this Purchase Option to be signed by its
duly authorized officer as of the [___] day of [_____],
2017.

 

 

 


	
BIG
ROCK PARTNERS ACQUISITION CORP.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:






 

 



 

12






 





Form to be used to
exercise Purchase Option:

 

Big Rock Partners
Acquisition Corp.

c/o Big Rock
Partners Sponsor, LLC

2645 N. Federal
Highway

Suite
230

Delray Beach,
Florida 33483

Attn.: Chief
Executive Officer

 

Date:_________________,
20___

 

The undersigned
hereby elects irrevocably to exercise all or a portion of the
within Purchase Option and to purchase ____ Units of Big Rock
Partners Acquisition Corp.and hereby makes payment of $____________
(at the rate of $10.00 per Unit) in payment of the Exercise Price
pursuant thereto. Please issue the securities as to which this
Purchase Option is exercised in accordance with the instructions
given below.

or

 

The undersigned
hereby elects irrevocably to convert its right to purchase
_________ Units purchasable under the within Purchase Option by
surrender of the unexercised portion of the attached Purchase
Option (with a “Value” based of $_______ based on a
“Market Price” of $_______). Please issue the
securities comprising the Units as to which this Purchase Option is
exercised in accordance with the instructions given
below.

 

 


	
 


	
NOTICE:  The
signature to this assignment must correspond with the name as
written upon the face of the purchase option in every particular,
without alteration or enlargement or any change
whatever.






 

Signature(s)
Guaranteed:

 


	
 


	
THE SIGNATURE(S)
SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15).






 

 
 

 

INSTRUCTIONS FOR
REGISTRATION OF SECURITIES

 

Name

 


	
 


	
(Print in Block
Letters)






 

Address

 


	
 






 

 

 



 

13






 





Form to be used to
assign Purchase Option:

 

ASSIGNMENT

 

(To be executed by
the registered Holder to effect a transfer of the within Purchase
Option):

 

FOR VALUE
RECEIVED,______________________________________________ does hereby
sell, assign and transfer
unto___________________________________________ the right to
purchase __________ Units of Big Rock Partners Acquisition Corp.
(“Company”)
evidenced by the within Purchase Option and does hereby authorize
the Company to transfer such right on the books of the
Company.

 

Dated:
___________________, 20__

 


	
 

	
 


	
 

	
Signature


	
 

	
 


	
 

	
 


	
 

	
NOTICE:  The
signature to this assignment must correspond with the name as
written upon the face of the purchase option in every particular,
without alteration or enlargement or any change
whatever.






 

Signature(s)
Guaranteed:

 


	
 


	
THE SIGNATURE(S)
SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15).






 

 

 

 

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