Blueprint





 







Exhibit 10.1






 



INVESTMENT MANAGEMENT TRUST AGREEMENT

 


This
Investment Management Trust Agreement (this
“Agreement”) is made effective as of November
20, 2017 by and between Big Rock Partners Acquisition Corp.,
a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the
“Trustee”). 

 


WHEREAS,
the Company’s registration statements on Form
S-1, Nos. 333-220947 and 333-221659 (the
“Registration Statements”) and prospectus
(the “Prospectus”) for the initial public offering of
the Company’s units (the “Units”), each of which
consists of one share of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), one right
to receive one-tenth of one share of Common Stock upon a
Business Combination (defined
below) and one-half of one warrant, each whole warrant
entitling the holder thereof to purchase one share of Common Stock
(such initial public offering hereinafter referred to as the
“Offering”), have been declared effective
as of the date hereof by the U.S. Securities and Exchange
Commission; and 

 


WHEREAS,
the Company has entered into an Underwriting Agreement (the
“Underwriting Agreement”) with EarlyBirdCapital, Inc.
as representative (“EBC” or the
“Representative”) of the several underwriters (the
“Underwriters”) named therein; and

 


WHEREAS,
as described in the Registration Statements,
$60,000,000 of the gross proceeds of the Offering and
sale of the Private Placement Units (as defined in the
Underwriting Agreement) (or $69,000,000
if the Underwriters’ over-allotment option is exercised in
full) will be delivered to the Trustee to be deposited and held in
a segregated trust account located at all times in the United
States (the “Trust Account”) for the benefit of the
Company and the holders of the Common Stock included in the Units
issued in the Offering as hereinafter provided (the amount to be
delivered to the Trustee (and any interest subsequently earned
thereon) is referred to herein as the “Property ,” the
stockholders for whose benefit the Trustee shall hold the Property
will be referred to as the “Public Stockholders,” and
the Public Stockholders and the Company will be referred to
together as the “Beneficiaries”); and 

 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to
set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.

 


NOW
THEREFORE, IT IS AGREED:

 

1. Agreements and
Covenants of Trustee. The Trustee hereby agrees and
covenants to:

 

 (a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this
Agreement in the Trust Account established by the Trustee at
J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected
by the Trustee that is reasonably satisfactory to the
Company; 

 

(b) Manage, supervise
and administer the Trust Account subject to the terms and
conditions set forth herein;

 



 

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(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest
the Property in United States government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940,
as amended, having a maturity of 180 days or less, or in money
market funds meeting the conditions of paragraph (d) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended,
which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any
other securities or assets, it being understood that the Trust
Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder and the Trustee
may earn bank credits or other consideration during such
periods;

 

(d) Collect and
receive, when due, all interest or other income arising from the
Property, which shall become part of the “Property,” as
such term is used herein;

 

(e) Promptly notify the
Company of all communications received by the Trustee with respect
to any Property requiring action by the Company;

 

(f) Supply any
necessary information or documents as may be requested by the
Company (or its authorized agents) in connection with the
Company’s preparation of the tax returns relating to assets
held in the Trust Account;

 

(g) Participate in any
plan or proceeding for protecting or enforcing any right or
interest arising from the Property if, as and when instructed by
the Company to do so;

 

(h) Render to the
Company monthly written statements of the activities of, and
amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;

 

(i) Commence
liquidation of the Trust Account only after and promptly after (x)
receipt of, and only in accordance with, the terms of a letter from
the Company (“Termination Letter”) in a form
substantially similar to that attached hereto as either Exhibit A
or Exhibit B signed on behalf of the Company by its Chief Executive
Officer, President, Chief Financial Officer, Secretary or Chairman
of the board of directors (the “Board”) or other
authorized officer of the Company, and, in the case of a
Termination Letter in a form substantially similar to that attached
hereto as Exhibit A, acknowledged and agreed to by
EarlyBirdCapital, and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including
interest not previously released to the Company to pay its
franchise and income taxes, only as directed in the Termination
Letter and the other documents referred to therein, or (y)
expiration of such time period provided for in the Company’s
amended and restated certificate of incorporation, as the same may
be amended from time to time (the “Last Date”), if a
Termination Letter has not been received by the Trustee prior to
such date, in which case the Trust Account, including interest not
previously released to the Company to pay its franchise and income
taxes, shall be liquidated in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account shall be distributed to the Public
Stockholders of record as of such date; provided, however, that in
the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins
to liquidate the Property because it has received no such
Termination Letter by the Last Date, the Trustee shall keep the
Trust Account open until twelve (12) months following the date the
Property has been distributed to the Public
Stockholders;

 



 

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(j) Upon written
request from the Company, which may be given from time to time in a
form substantially similar to that attached hereto as Exhibit C (a
“Tax Payment Withdrawal Instruction”), withdraw from
the Trust Account and distribute to the Company the amount of
interest earned on the Property requested by the Company to cover
any income or franchise tax obligation owed by the Company as a
result of assets of the Company or interest or other income earned
on the Property, which amount shall be delivered directly to the
Company by electronic funds transfer or other method of prompt
payment, and the Company shall forward such payment to the relevant
taxing authority; provided, however, that to the extent there is
not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the
Trust Account as shall be designated by the Company in writing to
make such distribution; provided, further, that if the tax to be
paid is a franchise tax, the written request by the Company to make
such distribution shall be accompanied by a copy of the franchise
tax bill from the State of Delaware for the Company and a written
statement from the principal financial officer of the Company
setting forth the actual amount payable. The written request of the
Company referenced above shall constitute presumptive evidence that
the Company is entitled to said funds, and the Trustee shall have
no responsibility to look beyond said request;

 

(k) Upon written
request from the Company, which may be given from time to time in a
form substantially similar to that attached hereto as Exhibit D (a
“Stockholder Redemption Withdrawal Instruction”), the
Trustee shall distribute on behalf of the Company the amount
requested by the Company to be used to redeem shares of Common
Stock from Public Stockholders properly submitted in connection
with a stockholder vote to approve an amendment to the
Company’s amended and restated certificate of incorporation
that would affect the substance or timing of the Company’s
obligation to redeem 100% of its public shares of Common Stock if
the Company has not consummated an initial Business Combination
within such time as is described in the Company’s amended and
restated certificate of incorporation. The written request of the
Company referenced above shall constitute presumptive evidence that
the Company is entitled to distribute said funds, and the Trustee
shall have no responsibility to look beyond said request;
and

 

(l) Not make any
withdrawals or distributions from the Trust Account other than
pursuant to Section 1(i), (j) or (k) above.

 

2. Agreements and
Covenants of the Company. The Company hereby agrees and
covenants to:

 

(a) Give all
instructions to the Trustee hereunder in writing, signed by the
Company’s Chairman of the Board, President, Chief Executive
Officer or Chief Financial Officer. In addition, except with
respect to its duties under Sections 1(i) and 1(j) hereof, the
Trustee shall be entitled to rely on, and shall be protected in
relying on, any verbal or telephonic advice or instruction which
it, in good faith and with reasonable care, believes to be given by
any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such
instructions in writing;

 

(b) Subject to Section
4 hereof, hold the Trustee harmless and indemnify the Trustee from
and against any and all expenses, including reasonable counsel fees
and disbursements, or losses suffered by the Trustee in connection
with any action taken by it hereunder and in connection with any
action, suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand,
which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any interest
earned on the Property, except for expenses and losses resulting
from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or
proceeding, pursuant to which the Trustee intends to seek
indemnification under this Section 2(b), it shall notify the
Company in writing of such claim (hereinafter referred to as the
“Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim;
provided that the Trustee shall obtain the consent of the Company
with respect to the selection of counsel, which consent shall not
be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company,
which such consent shall not be unreasonably withheld. The Company
may participate in such action with its own counsel;

 



 

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(c) Pay the Trustee the
fees set forth on Schedule A hereto, including an initial
acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the
parties from time to time. It is expressly understood that the
Property shall not be used to pay such fees unless and until it is
distributed to the Company pursuant to Sections 1(i) through 1(j)
hereof. The Company shall pay the Trustee the initial acceptance
fee and the first monthly fee at the consummation of the Offering.
The Trustee shall refund to the Company the monthly fee (on a pro
rata basis) with respect to any period after the liquidation of the
Trust Account. The Company shall not be responsible for any other
fees or charges of the Trustee except as set forth in this Section
2(c), Schedule A and as may be provided in Section 2(b)
hereof;

 

(d) In connection with
any vote of the Company’s stockholders regarding a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the
Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or
certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such
Business Combination;

 

(e) Provide EBC with a
copy of any Termination Letter(s) and/or any other correspondence
that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;
and

 

(f) Instruct the
Trustee to make only those distributions that are permitted under
this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this
Agreement.

 

3. Limitations of Liability. The Trustee
shall have no responsibility or liability to:

 

(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions
of any agreement or document other than this Agreement and that
which is expressly set forth herein;

 



 

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(b) Take any action
with respect to the Property, other than as directed in Section 1
hereof, and the Trustee shall have no liability to any party except
for liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct;

 

(c) Institute any
proceeding for the collection of any principal and income arising
from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have
received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds
sufficient to pay any expenses incident thereto;

 

(d) Refund any
depreciation in principal of any Property;

 

(e) Assume that the
authority of any person designated by the Company to give
instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have
delivered a written revocation of such authority to the
Trustee;

 

(f) The other parties
hereto or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and
in the Trustee’s best judgment, except for the
Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon
any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee, which counsel may
be the Company’s counsel), statement, instrument, report or
other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the
truth and acceptability of any information therein contained) which
the Trustee believes, in good faith and with reasonable care, to be
genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee, signed by the proper party or
parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent
thereto;

 

 (g) Verify the accuracy
of the information contained in the Registration
Statements; 

 

 (h) Provide any
assurance that any Business Combination entered into by the Company
or any other action taken by the Company is as contemplated by the
Registration Statements; 

 

(i) File information
returns with respect to the Trust Account with any local, state or
federal taxing authority or provide periodic written statements to
the Company documenting the taxes payable by the Company, if any,
relating to any interest income earned on the
Property;

 

(j) Prepare, execute
and file tax reports, income or other tax returns and pay any taxes
with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by
the Trust Account or the Company, including, but not limited to,
franchise and income tax obligations, except pursuant to Section
1(j) hereof; or

 



 

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(k) Verify
calculations, qualify or otherwise approve the Company’s
written requests for distributions pursuant to Sections 1(i), 1(j)
and 1(k) hereof.

 

4. Trust Account
Waiver. The Trustee has no right of set-off or any right, title,
interest or claim of any kind (“Claim”) to, or to any
monies in, the Trust Account, and hereby irrevocably waives any
Claim to, or to any monies in, the Trust Account that it may have
now or in the future. In the event the Trustee has any Claim
against the Company under this Agreement, including, without
limitation, under Section 2(b) or Section 2(c) hereof, the Trustee
shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any
monies in the Trust Account.

 

5. Termination.
This Agreement shall terminate as follows:

 

(a) If the Trustee
gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to
locate a successor trustee, pending which the Trustee shall
continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has
been appointed and has agreed to become subject to the terms of
this Agreement, the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to
the Trust Account, whereupon this Agreement shall terminate;
provided, however, that in the event that the Company does not
locate a successor trustee within ninety (90) days of receipt of
the resignation notice from the Trustee, the Trustee may submit an
application to have the Property deposited with any court in the
State of New York or with the United States District Court for the
Southern District of New York and upon such deposit, the Trustee
shall be immune from any liability whatsoever; or

 

(b) At such time that
the Trustee has completed the liquidation of the Trust Account and
its obligations in accordance with the provisions of Section 1(i)
hereof (which section may not be amended under any circumstances)
and distributed the Property in accordance with the provisions of
the Termination Letter, this Agreement shall terminate except with
respect to Section 2(b).

 

6. Miscellaneous.

 

(a) The Company and the
Trustee each acknowledge that the Trustee will follow the security
procedures set forth below with respect to funds transferred from
the Trust Account. The Company and the Trustee will each restrict
access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other
party immediately if it has reason to believe unauthorized persons
may have obtained access to such confidential information, or of
any change in its authorized personnel. In executing funds
transfers, the Trustee shall rely upon all information supplied to
it by the Company, including, account names, account numbers, and
all other identifying information relating to a beneficiary,
beneficiary’s bank or intermediary bank. Except for any
liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for
any loss, liability or expense resulting from any error in the
information or transmission of the funds.

 

(b) This Agreement
shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. This Agreement may be
executed in several original or facsimile counterparts, each one of
which shall constitute an original, and together shall constitute
but one instrument.

 



 

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 (c) This Agreement
contains the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof. Except for
Sections 1(i) and 1(k) hereof (which sections may not be modified,
amended or deleted without the affirmative vote of a majority of
the then outstanding shares of Common Stock; provided that no such
amendment will affect any Public Stockholder who has otherwise
indicated his election to redeem his shares of Common Stock in
connection with a stockholder vote sought to amend this Agreement),
this Agreement or any provision hereof may only be changed, amended
or modified (other than to correct a typographical error) by a
writing signed by each of the parties hereto and with the
prior written consent of EBC. 

 

(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court
located in the City of New York, State of New York, for purposes of
resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR
COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY
WAIVES THE RIGHT TO TRIAL BY JURY.

 

(e) Any notice, consent
or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified
mail (return receipt requested), by hand delivery or by facsimile
transmission:

 


if to
the Trustee, to:

 


Continental Stock
Transfer & Trust Company


One
State Street, 30th Floor


New
York, New York 10004


Attn:
Steven G. Nelson or Sharmin Carter


Fax
No.: (212) 509-5150

 


if to
the Company, to:

 


Big
Rock Partners Acquisition Corp.


2645 N.
Federal Highway


Suite
230


Delray
Beach, FL 33483


Attn:
Richard Ackerman






 



 

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in each
case, with copies to:

 


Akerman
LLP


Three
Brickell City Centre


98
Southeast 7th
Street,


Suite
1100


Miami,
FL 33131


Attn:
Michael Francis, Esq.


Fax
No.: (305) 374-5095

 


and

 


EarlyBirdCapital,
Inc.


One
Huntington Quadrangle, Suite 4C18


Melville, New York
11747


Attn.:
Eileen Moore


Fax
No.: (212) 661-4936 

 


and

 


Graubard
Miller


The
Chrysler Building


405
Lexington Avenue, 11th Floor


New
York, New York 10174


Attn:
David Alan Miller, Esq.


Fax
No.: (212) 818-8881

 

(f) Each of the Company
and the Trustee hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and
to perform its respective obligations as contemplated hereunder.
The Trustee acknowledges and agrees that it shall not make any
claims or proceed against the Trust Account, including by way of
set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.

 

(g) Each of the Company
and the Trustee hereby acknowledges and agrees that EBC on behalf
of the Underwriters, is a third party beneficiary of this
Agreement.

 

(h) Except as specified
herein, no party to this Agreement may assign its rights or
delegate its obligations hereunder to any other person or
entity.

 


[Signature
Page Follows]

 







8








 






IN
WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written
above.


 


	

 

	

Continental Stock
Transfer & Trust Company, as Trustee  


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/ Francis
Wolf


	

 


	

 

	

 

	
Name: Francis
E. Wolf, Jr.


	

 


	

 

	

 

	

Title:
Vice President


	

 







 


	

 

	

Big
Rock Partners Acquisition Corp.  


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/ Richard
Ackerman


	

 


	

 

	

 

	
Name: Richard
Ackerman


	

 


	

 

	

 

	

Title:
Chief Executive Officer


	

 










 

 
[Signature Page to
Investment Management Trust Agreement]


 











9








 










 



SCHEDULE A

 


	

Fee
Item

	
 

	

Time
and method of payment

	
 

	

Amount


	

Initial
set-up fee.

	
 

	

Initial
closing of Offering by wire transfer.

	
 

	
 

	

$2,000.00


	
 

	
 

	
 

	
 

	
 

	
 


	

Trustee
administration fee

	
 

	

Payable
annually. First year fee payable, at initial closing of Offering by
wire transfer, thereafter by wire transfer or check.

	
 

	

$

	

10,000.00


	
 

	
 

	
 

	
 

	
 

	
 


	

Transaction
processing fee for disbursements to Company under Sections 1(i) ,
1(j) and 1(k)

	
 

	

Deduction
by Trustee from accumulated income following disbursement made to
Company under Section 1

	
 

	

$

	

250.00


	
 

	
 

	
 

	
 

	
 

	
 


	

Paying
Agent services as required pursuant to Section 1(i)

	
 

	

Billed
to Company upon delivery of service pursuant to Section
1(i)

	
 

	
 

	

Prevailing
rates







 

 




Schedule
A












 







EXHIBIT A

 


[Letterhead
of Company]

 


[Insert
date]

 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, New York 10004


Attn:
Steven G. Nelson or Sharmin Carter

 


Re:           Trust
Account No.  
Termination Letter

 


Sir or
Madam:

 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement
between Big Rock Partners Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of _____, 2017 (the
“Trust Agreement”), this is to advise you that the
Company has entered into an agreement with ___________ (the
“Target Business”) to consummate a business combination
with Target Business (the “Business Combination”) on or
about ____________. The Company shall notify you at least
forty-eight (48) hours in advance of the actual date of the
consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.

 


In
accordance with the terms of the Trust Agreement, we hereby
authorize you to commence to liquidate all of the assets of the
Trust Account on ___________, and to transfer the proceeds into the
trust checking account at [●] to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be
immediately available for transfer to the account or accounts that
the Company shall direct on the Consummation Date. It is
acknowledged and agreed that while the funds are on deposit in the
trust checking account at [●] awaiting distribution, the Company
will not earn any interest or dividends.

 


On the
Consummation Date (i) counsel for the Company shall deliver to you
written notification that the Business Combination has been
consummated, or will be consummated concurrently with your transfer
of funds to the accounts as directed by the Company (the “
Notification ” ); (ii) the Company shall deliver to you (a)
[an affidavit] [a certificate] of the Chief Executive Officer,
which verifies that the Business Combination has been approved by a
vote of the Company’s stockholders, if a vote is held and (b)
joint written instruction signed by the Company and
EarlyBirdCapital, Inc. with respect to the transfer of the funds
held in the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held
in the Trust Account immediately upon your receipt of the
Notification and the Instruction Letter in accordance with the
terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds
should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the
funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated.

 


In the
event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and we have not
notified you on or before the original Consummation Date of a new
Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account
shall be reinvested as provided in Section 1(c) of the Trust
Agreement on the business day immediately following the
Consummation Date as set forth in the notice as soon thereafter as
possible.

 


Very
truly yours,


 


Big
Rock Partners Acquisition Corp.

 


 




By:
_________________________________________________



Name:


Title:

  



 



 


AGREED
TO AND


ACKNOWLEDGED
BY

 


EARLYBIRDCAPITAL,
INC.

 

By:
_________________________________________________ 









 

 




Exhibit A-1








 










 



EXHIBIT B

 


[Letterhead
of Company]

 


[Insert
date]

 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, New York 10004


Attn:
Steven G. Nelson or Sharmin Carter

 


Re:           Trust
Account No.  
Termination Letter

 


Sir or
Madam:

 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement
between Big Rock Partners Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of _____, 2017 (the
“Trust Agreement”), this is to advise you that the
Company has been unable to effect a business combination with a
Target Business (the “Business Combination”) within the
time frame specified in the Company’s Amended and Restated
Certificate of Incorporation, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust
Agreement.

 


In
accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate all of the assets in the Trust Account
on ____________, 20___ and to transfer the total proceeds into the
trust checking account at [●] to await distribution to the Public
Stockholders. The Company has selected [_________]1 as the record date for the purpose of
determining the Public Stockholders entitled to receive their share
of the liquidation proceeds. You agree to be the Paying Agent of
record and, in your separate capacity as Paying Agent, agree to
distribute said funds directly to the Company’s Public
Stockholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Certificate of Incorporation of the
Company. Upon the distribution of all the funds, net of any
payments necessary for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated, except to the extent otherwise
provided in Section 1(j) of the Trust Agreement.

 


Very
truly yours,


 


Big
Rock Partners Acquisition Corp.

 


 




By:
_________________________________________________



Name:


Title:




 


cc:
EarlyBirdCapital, Inc.

 


1 12 months from the
closing of the Offering (or up to 18 months from the closing of the
Offering if we extend the period of time to consummate a business
combination by the full amount of time).


 




Exhibit B-1








 







EXHIBIT C

 


[Letterhead
of Company]

 


[Insert
date]

 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, New York 10004


Attn:
Accounting Department: Sharmin Carter and Celeste
Gonzalez

 


Re:           Trust
Account No.  
Tax Payment Withdrawal Instruction

 


Ladies:

 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement
between Big Rock Partners Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of _____, 2017 (the
“Trust Agreement”), the Company hereby requests that
you deliver to the Company $_______ of the interest income earned
on the Property as of the date hereof. Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust
Agreement.

 


The
Company needs such funds to pay for the tax obligations as set
forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and
authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to the Company’s operating
account at:

 


[WIRE
INSTRUCTION INFORMATION]

 


Very
truly yours,


 


Big
Rock Partners Acquisition Corp.

 


 




By:
_________________________________________________



Name:


Title:


 




cc:
EarlyBirdCapital, Inc.

 




Exhibit
C-1








 







EXHIBIT D

 


[Letterhead
of Company]

 


[Insert
date]

 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, New York 10004


Attn:
Steven G. Nelson or Sharmin Carter

 


Re:           Trust
Account No.  
Stockholder Redemption Withdrawal Instruction

 


Sir or
Madam:

 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement
between Big Rock Partners Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of _____, 2017 (the
“Trust Agreement”), the Company hereby requests that
you deliver to the redeeming Public Stockholders of the Company
$_______ of the principal and interest income earned on the
Property as of the date hereof. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust
Agreement.

 


The
Company needs such funds to pay its Public Stockholders who have
properly elected to have their shares of Common Stock redeemed by
the Company in connection with a stockholder vote to approve an
amendment to the Company’s amended and restated certificate
of incorporation that affects the substance or timing of the
Company’s obligation to redeem 100% of its public shares of
Common Stock if the Company has not consummated an initial Business
Combination within such time as is described in the Company’s
amended and restated certificate of incorporation. As such, you are
hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to the redeeming
Public Stockholders in accordance with your customary
procedures.

 


Very
truly yours,

 






Big
Rock Partners Acquisition Corp.

 


 




By:
_________________________________________________



Name:


Title:





 


cc:
EarlyBirdCapital, Inc.

 


 




Exhibit D-1