Blueprint





  Exhibit
10.1








PROMISSORY NOTE


 


 


$
690,000.00         
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
        As of February 21,
2019


 


 


Big
Rock Partners Acquisition Corp. (“Maker”) promises to
pay to the order of BRAC Lending Group LLC or its successors or
assigns (“Payee”) the principal sum of Six Hundred
Ninety Thousand Dollars and No Cents ($690,000.00) in lawful money
of the United States of America, on the terms and conditions
described below.



 


1. Principal.
The principal balance of this Note shall be repayable on the
consummation of the Maker’s initial merger, capital stock
exchange, asset acquisition or other similar business combination
with one or more businesses or entities (a “Business
Combination”). Payee understands that if a Business
Combination is not consummated within the time period specified in
the Maker’s amended and restated certificate of
incorporation, this Note will not be repaid and all amounts owed
hereunder will be forgiven except to the extent that the Maker has
funds available to it outside of its trust account established in
connection with its initial public offering (“Trust
Account”) after paying all other fees and expenses of the
Maker incurred prior to the date of such failure to so consummate a
Business Combination which are due and payable.



 


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



 


3. 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 attorneys’ fees, then to the payment
in full of any late charges and finally to the reduction of the
unpaid principal balance of this Note.



 


4. Events of
Default. The following shall
constitute Events of Default:



 


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



 


(b) Voluntary Bankruptcy,
Etc. The commencement by Maker
of a voluntary case under the Federal Bankruptcy Code, as now
constituted or hereafter amended, or any other applicable federal
or state 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 the
Federal Bankruptcy Code, as now or hereafter constituted, or any
other applicable federal or state 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.



 


5. Remedies.



 


(a) Upon
the occurrence of an Event of Default specified in Section 4(a),
Payee may, by written notice to Maker, declare this Note to be due
and payable, whereupon the 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 4(b)
and 4(c), the unpaid principal balance of, 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.


 



 

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6. 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.



 


7. 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 them or affecting their liability
hereunder.


 


8. Notices.
Any notice called for hereunder shall be deemed properly given if
(i) sent by certified mail, return receipt requested, (ii)
personally delivered, (iii) dispatched by any form of private or
governmental express mail or delivery service providing receipted
delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the
following addresses or to such other address as either party may
designate by notice in accordance with this
Section:


 


 


If
to Maker:



 


Big
Rock Partners Acquisition Corp.


2645
N. Federal Highway


Suite
230


Delray
Beach, Florida 33483



 


If
to Payee:



 


BRAC
Lending Group LLC


c/o
David Nussbaum


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, New York 10017



 



Notice shall be deemed given on the earlier of (i) actual receipt
by the receiving party, (ii) the date shown on a telefacsimile
transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party’s on-line
access provider (iv) the date reflected on a signed delivery
receipt, or (vi) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.



 


9. Construction.
This Note shall be construed and enforced in accordance with the
domestic, internal law, but not the law of conflict of laws, of the
State of New York.



 


10. 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.



 



 

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10.           Trust
Fund Waiver. Payee hereby
waives any and all right, title, interest or claim of any kind in
or to any distribution of the funds held in the Trust Account
(“Claim”) and agrees it will not seek recourse against
the Trust Account for any reason whatsoever, except in the event
Maker consummates a Business Combination.


 


    


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



 



 



BIG ROCK PARTNERS ACQUISITION CORP.



 



 



By: /s/ Richard
Ackerman            





Name: Richard Ackerman



Title: Chief Executive Officer



 


 




 





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