brpa_ex108





 










 



Exhibit 10.8



 



Big Rock Partners Acquisition Corp.


2645 N.
Federal Highway, Suite 230


Delray
Beach, FL 33483


 


 


May 24,
2021


 


Big
Rock Partners Sponsor, LLC


c/o Big
Rock Partners Acquisition Corp.


2645 N.
Federal Highway, Suite 230


Delray
Beach, FL 33483


 


BRAC
Lending Group LLC


c/o
David Nussbaum


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


 


Re:
Sponsor
Forfeiture


 


Ladies
and Gentlemen:


 


Big
Rock Partners Sponsor, LLC (“Sponsor”) and BRAC
Lending Group LLC (“BRAC”) hold shares of
common stock of Big Rock Partners Acquisition Corp.
(“BRPA”), par value $0.001
per share (“BRPA
Common Stock”). It is a condition to the consummation
(“Closing”) of the
transactions contemplated under the Agreement and Plan of Merger,
dated as of December 13, 2020 (as amended, the “Merger Agreement”) by and
among BRPA, Big Rock Merger Corp., and NeuroRx, Inc., that Sponsor
and BRAC enter into an agreement with BRPA providing for the
forfeiture and escrow of certain shares of BRPA Common Stock.
Accordingly, Sponsor, BRAC, and BRPA agree as follows:


 



(a)           

Sponsor and BRAC
shall forfeit, and BRPA shall terminate and cancel as of the
Closing, (i) an aggregate of 875,000 shares of BRPA Common Stock
(the “Initial
Forfeited Shares”) and (ii) one share of BRPA Common
Stock for each share of BRPA Common Stock validly redeemed in
connection with the solicitation of approval of the Merger
Agreement and related transactions by the holders of BRPA Common
Stock originally issued in BRPA’s initial public offering
pursuant to the terms of BRPA’s Amended and Restated
Certificate of Incorporation, up to a maximum of 300,000 shares of
BRPA Common Stock (the “Additional Forfeited
Shares,” and together with the Initial Forfeited
Shares, the “Forfeited Shares”), with
the allocation of the Forfeited Shares between the Sponsor and BRAC
as set forth on Exhibit A
hereto;






 



(b)           

Sponsor shall
subject an aggregate of 125,000 shares of BRPA Common Stock owned
by Sponsor to escrow (the “Sponsor Earnout Shares”),
which Sponsor Earnout Shares shall either be released from escrow
to the Sponsor upon the achievement of the Earnout Shares Milestone
(as such term is defined in the Merger Agreement) or terminated and
cancelled by BRPA on December 31, 2022 in the event that the
Earnout Shares Milestone is not achieved; and






 



(c)           

Sponsor and BRAC
shall enter into an amendment to that certain stock escrow
agreement entered into between Continental Stock Transfer &
Trust Company, BRPA, BRAC, Sponsor, and the other parties thereto,
on November 20, 2017 (as amended by that certain letter agreement
dated November 17, 2018) providing, among other things, for the
forfeiture and cancellation of the Forfeited Shares, the escrow of
the Sponsor Earnout Shares, and the shortening of the escrow period
as provided therein.






 




            

Please indicate
your agreement to the foregoing by signing in the space provided
below.






 


[signature
page follows]


 




 












 






 


Very
truly yours,


 


BIG
ROCK PARTNERS ACQUISITIONS CORP.


 


 


By:
/s/ Richard
Ackerman________________


Name:
Richard Ackerman


Title:
Chief Executive Officer


 


ACCEPTED
AND AGREED TO:


 


BIG
ROCK PARTNERS SPONSOR, LLC


 


 



By:            

/s/ Richard
Ackerman_________________






Name:
Richard Ackerman


Title:
Managing Member


 


 


BRAC
LENDING GROUP LLC


 


 



By:            

/s/ David S.
Nussbaum________________






Name:
David S. Nussbaum


Title:
Managing Member


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Sponsor Forfeiture Agreement]


 




 












 






 


Exhibit
A


 


	

Name

	

Initial
Forfeited Shares

	

Maximum
Additional Forfeited Shares

	

Sponsor
Earnout Shares


	

Big
Rock Partners Sponsor, LLC

	

5,435

	

39,130

	

125,000


	

BRAC
Lending Group LLC

	

869,565

	

260,870

	

0


	

TOTAL

	

875,000

	

300,000

	

125,000