Blueprint





 







Exhibit 4.4



  


	


NUMBER

	
 

	


(SEE REVERSE SIDE FOR LEGEND)

	
 

	


WARRANTS


	
 

	
 

	
 

	
 

	
 


	


__________–


 


 

	
 

	


THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO



THE EXPIRATION DATE (DEFINED BELOW)


 

	
 

	
 








 



BIG ROCK PARTNERS ACQUISITION CORP.



 



CUSIP 089482 111



   



WARRANT



  



THIS CERTIFIES THAT, for value received



  



is the registered holder of a warrant or warrants (the
“Warrant(s)”) to purchase one fully paid and
non-assessable share of Common Stock, par value $0.001 per share
(“Shares”), of Big Rock Partners Acquisition Corp., a
Delaware corporation (the “Company”), expiring at 5:00
p.m., New York City time, on the five year anniversary (the
“Expiration Date”) of the completion by the Company of
a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses or entities (a
“Business Combination”). The Warrant entitles the
holder thereof to purchase from the Company, commencing on the
later of (i) the Company’s completion of a Business
Combination and
(ii)                     ,
2018, such number of Shares of the Company at the price of $11.50
per share, upon surrender of this Warrant Certificate and payment
of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company, but only subject to
the conditions set forth herein and in the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. In no event will the Company be required to net cash
settle the warrant exercise. The Warrant Agreement provides that
upon the occurrence of certain events the Warrant Price and the
number of Warrant Shares purchasable hereunder, set forth on the
face hereof, may, subject to certain conditions, be adjusted. The
term Warrant Price as used in this Warrant Certificate refers to
the price per Share at which Shares may be purchased at the time
the Warrant is exercised.



  



No fraction of a Share will be issued upon any exercise of a
Warrant. If the holder of a Warrant would be entitled to receive a
fraction of a Share upon any exercise of a Warrant, the Company
shall, upon such exercise, round up to the nearest whole number the
number of Shares to be issued to such holder.



  



Upon any exercise of the Warrant for less than the total number of
full Shares provided for herein, there shall be issued to the
registered holder hereof or the registered holder’s assignee
a new Warrant Certificate covering the number of Shares for which
the Warrant has not been exercised.



 



Warrant Certificates, when surrendered at the office or agency of
the Warrant Agent by the registered holder hereof in person or by
attorney duly authorized in writing, may be exchanged in the manner
and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants.



 



Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new
Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be
issued to the transferee in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.



 



The Company and the Warrant Agent may deem and treat the registered
holder as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any
distribution to the registered holder, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.



  



This Warrant does not entitle the registered holder to any of the
rights of a stockholder of the Company.



  



 




 








 







 



 



The Company reserves the right to call the Warrant at any time
prior to its exercise, with a notice of call in writing to the
holders of record of the Warrant, giving 30 days’ notice of
such call at any time after the Warrant becomes exercisable if the
last sale price of the Shares has been at least $21.00 per share
for any 20 trading days within a 30 trading day period ending on
the third business day prior to the date on which notice of such
call is given, if, and only if, there is a current registration
statement in effect with respect to the Shares underlying the
Warrant. The call price of the Warrants is to be $0.01 per Warrant.
Any Warrant either not exercised or tendered back to the Company by
the end of the date specified in the notice of call shall be
canceled on the books of the Company and have no further value
except for the $0.01 call price.



  


	


By  

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	


Secretary

	
 

	


Chairman of the Board








  



SUBSCRIPTION FORM



  



To Be Executed by the Registered Holder in Order to Exercise
Warrants



  



The undersigned Registered Holder irrevocably elects to
exercise                      Warrants
represented by this Warrant Certificate, and to purchase the shares
of Common Stock issuable upon the exercise of such Warrants, and
requests that Certificates for such shares shall be issued in the
name of



  


	
 


	


(PLEASE TYPE OR PRINT NAME AND ADDRESS)


	
 


	
 


	
 


	
 


	
 


	
 


	


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)








 


	


and be delivered to 

	
 

	
 


	
 

	


(PLEASE PRINT OR TYPE NAME AND ADDRESS)








  



and, if such number of Warrants shall not be all the Warrants
evidenced by this Warrant Certificate, that a new Warrant
Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address
stated below:



  


	
 

	
 

	
 

	
 

	
 


	


Dated:

	
 

	
 

	


(SIGNATURE)   

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	


(ADDRESS)   

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	


(TAX IDENTIFICATION NUMBER)   

	
 











 



 



	
 

	


2

	
 






 














 







 







ASSIGNMENT



 



To Be Executed by the Registered Holder in Order to Assign
Warrants



 



For Value
Received,                      hereby
sell, assign, and transfer unto



  


	
 


	


(PLEASE TYPE OR PRINT NAME AND ADDRESS)


	
 


	
 


	
 


	
 


	
 


	
 


	


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)








 


	


and be delivered to

	
 

	
 


	
 

	
 

	


(PLEASE PRINT OR TYPE NAME AND ADDRESS)








  



                          
                   of
the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and
appoint                                          
                    Attorney
to transfer this Warrant Certificate on the books of the Company,
with full power of substitution in the premises.



 


	


Dated:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	


(SIGNATURE)

	
 








  



the signature to the assignment of the subscription form must
correspond to the name written upon the face of this warrant
certificate in every particular, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a commercial
bank or trust company or a member firm of the american stock
exchange, new york stock exchange, pacific stock exchange or
chicago stock exchange.



 



 



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