Blueprint





 







Exhibit 4.1



 


	


                   NUMBER


 



U-
                    


 

	
 

	


UNITS                      








 


	


SEE REVERSE FOR



CERTAIN DEFINITIONS


 

	


BIG ROCK PARTNERS



ACQUISITION CORP.

	
 








 



CUSIP 089482 202



 



UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE RIGHT TO
RECEIVE 



ONE-TENTH OF ONE SHARE OF COMMON STOCK, AND ONE HALF OF ONE
WARRANT



EACH WHOLE WARRANT TO PURCHASE ONE SHARE OF COMMON
STOCK



 


	


THIS CERTIFIES THAT

	
 

	
 








 


	


is the owner of

	
 

	


Units.








 



Each Unit (“ Unit ”) consists of one (1) share of
common stock, par value $0.001 per share (“Common
Stock”), of Big Rock Partners Acquisition Corp., a Delaware
corporation (the “ Company ”), one right to receive
one-tenth of one share of Common Stock (the “Right”)
and one half (1/2) of one warrant (the “Warrant(s)”).
Each whole Warrant entitles the holder to purchase one (1) share of
Common Stock for $11.50 per share (subject to adjustment). Each
whole Warrant will become exercisable on the later of (i) the
Company’s completion of a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination (“ Business Combination
”) and (ii) twelve (12) months from the closing of the
Company’s initial public offering (“ IPO ”), and
will expire unless exercised before 5:00 p.m., New York City Time,
on the fifth anniversary of the completion of an initial Business
Combination, or earlier upon redemption (the “Expiration
Date”). The Common Stock, Rights and Warrants comprising the
Units represented by this certificate are not transferable
separately prior to the 90th day after the date of the prospectus
relating to the Company’s IPO, subject to earlier separation
in the discretion of EarlyBirdCapital, Inc., provided that the
Company has filed with the Securities and Exchange Commission a
Current Report on Form 8-K which includes an audited balance sheet
reflecting the Company’s receipt of the gross proceeds of the
IPO and issued a press release announcing when separate trading
will begin. The terms of the Rights are governed by a Rights
Agreement, dated as of
                  ,
2017, between Continental Stock Transfer & Trust Company
(“ Continental ”), as Rights Agent, and are subject to
the terms and provisions contained therein, all of which terms and
provisions the holder of this certificates consents to by
acceptance hereof. The terms of the Warrants are governed by a
Warrant Agreement, dated as of
                    ,
2017, between the Company and Continental, as Warrant Agent, and
are subject to the terms and provisions contained therein, all of
which terms and provisions the holder of this certificate consents
to by acceptance hereof. Copies of the Rights Agreement and Warrant
Agreement are on file at the office of the Warrant Agent at 1 State
Street, 30th Floor, New York, NY 10004-1561, and are
available to any Right or Warrant holder on written
request and without cost. 



 



This certificate is not valid unless countersigned by the Transfer
Agent and Registrar of the Company.



 



Witness the facsimile seal of the Company and the facsimile
signatures of its duly authorized officers.



 


	


By

	
 

	
 

	
 


	
 

	


Chairman of the Board

	
 

	


Secretary








 














 







 



Big Rock Partners Acquisition Corp.



 



The Company will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each
class of stock or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences
and/or rights.



 



The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or
regulations:



 


	


TEN COM

	


-

	


as tenants in common

	


UNIF GIFT MIN ACT-

	
 

	


Custodian 

	
 

	
 


	


TEN ENT

	


-

	


as tenants by the entireties  

	
 

	
 

	


(Cust)

	
 

	


(Minor)

	
 


	


JT TEN

	


-

	


as joint tenants with right of survivorship

	


under Uniform Gifts to Minors

	
 

	
 


	
 

	
 

	


and not as tenants in common

	


Act

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	


              (State)

	
 

	
 

	
 

	
 








 



Additional abbreviations may also be used though not in the above
list.


	
 

	
 

	
 

	
 

	
 


	


For value received,
                   
hereby sell, assign and transfer unto








 


	


PLEASE INSERT SOCIAL SECURITY OR OTHER



IDENTIFYING NUMBER OF ASSIGNEE


 


 

	
 


	
 

	
 








 



 


	


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)


	
 


	
 








 


	
 

	
 

	


Units








represented by the within Certificate, and do hereby irrevocably
constitute and appoint



 


	
 

	
 

	


Attorney to transfer








the said Units on the books of the within named Company will full
power of substitution in the premises.



 



Dated____________


	
 

	
 

	
 


	
 

	
 


	
 

	


Notice:

	


The signature to this assignment must correspond with the name as
written upon the face of the certificate 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).

	
 

	
 








 



The holder(s) of this certificate shall be entitled to receive a
pro-rata portion of the funds from the trust account with respect
to the common stock underlying this certificate only in the event
that (i) the Corporation is forced to liquidate because it does not
consummate an initial business combination within the period of
time set forth in the Corporation’s Amended and Restated
Certificate of Incorporation, as the same may be amended from time
to time (the “Charter”) or (ii) if the holder seeks to
convert his shares upon consummation of, or sell his shares in a
tender offer in connection with, an initial business combination or
in connection with certain amendments to the Charter. In no other
circumstances shall the holder(s) have any right or interest of any
kind in or to the trust account.