Big Rock Partners Acquisition Corp. Suite 230 Delray Beach, FL 33483
Exhibit 10.4
November 17,
2018
0000 X.
Xxxxxxx Xxxxxxx
Xxxxx
000
Xxxxxx
Xxxxx, XX 00000
Gentlemen:
As a
condition to the consummation of the transactions contemplated by
that certain agreement (the “Transfer
Agreement”), dated the date hereof, by and among the
undersigned, Big Rock Partners Acquisition Corp. (the
“Company”) and
Big Rock Partners Sponsor LLC (the “Seller”), the
undersigned hereby agrees as follows (certain capitalized terms
used herein are defined in paragraph 5 hereof):
1. The
undersigned agrees that if the Company seeks stockholder approval
of a proposed Business Combination, then in connection with such
proposed Business Combination, it shall vote all shares of Common
Stock owned by it in favor of such proposed Business
Combination.
2. The
undersigned agrees to not propose any 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 the Offering Shares if the Company
does not complete a Business Combination within the time period set
forth in the Company’s amended and restated certificate of
incorporation, as the same may be amended from time to time, unless
the Company provides its Public Stockholders with the opportunity
to redeem their shares of Common Stock upon approval of any such
amendment at a per share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its franchise and income
taxes, divided by the number of then outstanding Offering Shares.
The undersigned acknowledges that it has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account
or any other asset of the Company as a result of any liquidation of
the Company with respect to the Founder’s Shares. The
undersigned hereby further waives, with respect to any shares of
the Common Stock held by it, him or her, any redemption rights it,
he or she may have in connection with the consummation of a
Business Combination, including, without limitation, any such
rights available in the context of a stockholder vote to approve
such Business Combination or in the context of a tender offer made
by the Company to purchase shares of the Common Stock, although the
undersigned shall be entitled to redemption and liquidation rights
with respect to any shares of the Common Stock (other than the
Founder’s Shares) it holds if the Company fails to consummate
a Business Combination within the time period set forth in the
Company's amended and restated certificate of incorporation, as the
same may be amended from time to time.
3. The
undersigned acknowledges that the Founder’s Shares will be
held in escrow pursuant to the terms of that certain Stock Escrow
Agreement dated as of November 20, 2017 which the Company has
entered into.
4. The
undersigned has full right and power, without violating any
agreement to which it is bound (including, without limitation, any
non-competition or non-solicitation agreement with any employer or
former employer), to enter into this Letter Agreement.
5. As used
herein, (i) “Business Combination” shall mean a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the
Company and one or more businesses or entities;
(ii) “Founder’s Shares” shall mean the
shares of Common Stock of the Company held by the initial
stockholders of the Company prior to the consummation of the Public
Offering, including the shares transferred to the undersigned
pursuant to the Transfer Agreement; (iii) “Public
Stockholders” shall mean the holders of securities issued in
the Public Offering; and (iv) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds
of the Public Offering shall be deposited.
6. No party
hereto may assign either this Letter Agreement or any of its
rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in
violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the
purported assignee. This Letter Agreement shall be binding on the
undersigned and its successors and assigns.
7.. This
Letter 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. The
parties hereto (i) all agree that any action, proceeding, claim or
dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of New York
City, in the State of New York, and irrevocably submits to such
jurisdiction and venue, which jurisdiction and venue shall be
exclusive and (ii) waives any objection to such exclusive
jurisdiction and venue or that such courts represent an
inconvenient forum.
[Signature
page follows]
BRAC LENDING GROUP LLC
Print
Name of Insider
/s/ Xxxxx X.
Xxxxxxxx
Signature
