Blueprint





 







Exhibit 10.8

 



THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
 

 



PROMISSORY NOTE

 


	

Principal
Amount:  Up to $150,000


 

	

Dated
as of September 26, 2017


Delray
Beach, Florida






 


Big
Rock Partners Acquisition Corp., a Delaware corporation (the
“Maker”),
promises to pay to the order of Big Rock Partners Sponsor, LLC, a
Delaware limited liability company, or its registered assigns or
successors in interest  
(the “Payee ”),
or order, the principal sum of up to One Hundred and Fifty Thousand
Dollars ($150,000) in lawful money of the United States of America,
on the terms and conditions described below.  All
payments on this Note shall be made by check or wire transfer of
immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by
written notice in accordance with the provisions of this
Note.

 

1. Principal. The
principal balance of Note shall be payable on the earlier of: (i)
December 31, 2018 or (ii) the date on which Maker consummates an
initial public offering of its securities. The principal
balance may be prepaid at any time.

 

2. Interest. No
interest shall accrue on the unpaid principal balance of this
Note.

 

3. Drawdown
Requests. The principal of this Note may be drawn down
from time to time prior to the earlier of: (i) December 31, 2018 or
(ii) the date on which Maker consummates an initial public offering
of its securities, upon request from Maker to Payee (each, a
“ Drawdown Request
”). Payee shall fund each Drawdown Request within five (5)
business days after receipt of a Drawdown Request; provided,
however, that the maximum amount of drawdowns collectively under
this Note is One Hundred and Fifty Thousand Dollars
($150,000).

 

4. Application
of Payments. All payments shall be applied first to
payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable
attorney’s fees, then to the payment in full of any late
charges and finally to the reduction of the unpaid principal
balance of this Note.

 

5. Events
of Default. The following shall constitute an event of
default (“Event of
Default”):

 

(a) Failure to Make Required
Payments. Failure by Maker to pay the principal amount due
pursuant to this Note within five (5) business days of the date
specified above.

 

(b) Voluntary Bankruptcy, Etc. The
commencement by Maker of a voluntary case under any applicable
bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any
substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of Maker
generally to pay its debts as such debts become due, or the taking
of corporate action by Maker in furtherance of any of the
foregoing.

 

(c) Involuntary Bankruptcy, Etc.
The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar
law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any
substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 60 consecutive
days.

 

6. Remedies.

 

(a) Upon the occurrence
of an Event of Default specified in Section 5(a) hereof, Payee may,
by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note,
and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the documents evidencing the same
to the contrary notwithstanding.

 


 




 












 






 

 

 

(b) Upon the occurrence
of an Event of Default specified in Sections 5(b) and 5(c), the
unpaid principal balance of this Note, and all other sums payable
with regard to this Note, shall automatically and immediately
become due and payable, in all cases without any action on the part
of Payee.

 

7. Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects
and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by
virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and Maker agrees that
any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof, on any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order
desired by Payee.

 

8. Unconditional
Liability. Maker hereby waives all notices in
connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its
liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all
extensions of time, renewals, waivers, or modifications that may be
granted by Payee with respect to the payment or other provisions of
this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to
Maker or affecting Maker’s liability hereunder.

 

9. Notices. All
notices, statements or other documents which are required or
contemplated by this Agreement shall be: (i) in writing and
delivered personally or sent by first class registered or certified
mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by
facsimile to the number most recently provided to such party or
such other address or fax number as may be designated in writing by
such party and (iii) by electronic mail, to the electronic mail
address most recently provided to such party or such other
electronic mail address as may be designated in writing by such
party.  Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if
delivered personally, on the business day following receipt of
written confirmation, if sent by facsimile or electronic
transmission, one (1) business day after delivery to an overnight
courier service or five (5) days after mailing if sent by
mail.

 

10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.

 

11. Severability. Any
provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

 

12. Trust
Waiver.  Notwithstanding anything herein to the
contrary, the Payee hereby waives any and all right, title,
interest or claim of any kind (“ Claim ”) in or to any distribution
of or from the trust account to be established in which the
proceeds of the initial public offering (the “ IPO ”) conducted by the Maker
(including the deferred underwriters discounts and commissions) and
the proceeds of the sale of the units issued in a private placement
to occur prior to the effectiveness of the IPO are to be deposited,
as described in greater detail in the registration statement and
prospectus to be filed with the Securities and Exchange Commission
in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the
trust account for any reason whatsoever.

 

13. Amendment;
Waiver.  Any amendment hereto or waiver of any
provision hereof may be made with, and only with, the written
consent of the Maker and the Payee.

 

14. Assignment.  No
assignment or transfer of this Note or any rights or obligations
hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party
hereto and any attempted assignment without the required consent
shall be void.

 




 












 






 

 


 IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed
by the undersigned as of the day and year first above
written.

 


	
 

	

BIG
ROCK PARTNERS ACQUISITION CORP.


	
 

	
 

	
 


	
 

	

By:

	

 /s/
Lori Wittman


	
 

	
 

	

Name:  LORI
WITTMAN


	
 

	
 

	

Title:
Chief Financial Officer