Stock Escrow Agent Letter, dated November 17, 2018

EX-10.2 3 brpa_ex102.htm STOCK ESCROW Blueprint
  Exhibit 10.2
 
November 17, 2018
 
Continental Stock Transfer & Trust Company
1 State Street
New York, NY 10004
Attn: Steven Nelson
 
Re: Transfer of Shares of Common Stock of Big Rock Partners Acquisition Corp.
 
Dear Mr. Nelson:
 
Pursuant to that certain Stock Escrow Agreement (the “Escrow Agreement”) dated as of November 20, 2017 by and among Big Rock Partners Acquisition Corp. (the “Company”), Big Rock Partners Sponsor, LLC (the “Initial Stockholder”) and Continental Stock Transfer & Trust Company (the “Escrow Agent”), the Escrow Agent is currently holding in escrow certain shares of common stock of the Company owned by the Initial Shareholder (the “Escrow Shares”).
 
The Initial Shareholder has executed an agreement (the “Transfer Agreement”) of even date herewith pursuant to which it has transferred 1,500,000 Escrow Shares in a private transaction to BRAC Lending Group LLC (the “Investor”), for aggregate consideration of $1.00. The 1,500,000 Escrow Shares will remain in escrow with you pursuant to the terms of the Escrow Agreement, but will be transferred to the name of the Investor. As Escrow Agent, you acknowledge and agree not to enter into any control or other agreement relating to, or deliver possession of, the 1,500,000 Escrow Shares to any third party, other than the Investor and its designees, that could create or perfect a security interest in the Escrow Shares.
 
Further, in connection with our agreement to transfer the 1,500,000 Escrow Shares to the Investor, attached herewith is an executed stock power (medallion guaranteed) with respect to the 1,500,000 Escrow Shares. Please kindly effect the transfer of the 1,500,000 Escrow Shares to the Investor and/or its designees. The Investor is agreeing to be bound by the terms and conditions of the Escrow Agreement.
 
[Remainder of page intentionally left blank; signature page to follow.]
 
 
 

 
 
This letter shall serve as irrevocable instructions from the Initial Stockholder to you as the Escrow Agent with respect to the transfer of the 1,500,000 Escrow Shares.
 
Very truly yours,
 
BIG ROCK PARTNERS SPONSOR LLC
 
By:/s/ Richard Ackerman                                                               
Name: Richard Ackerman
Title: Managing Member
 
The undersigned acknowledge and consent to the foregoing terms.
 
THE COMPANY:
 
BIG ROCK PARTNERS ACQUISITION CORP.
 
By:/s/ Lori Wittman                                           
Name: Lori Wittman                                    
Title: Chief Financial Officer                                            
 
ESCROW AGENT:
 
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
 
By: /s/ Stacy Aqui                           
Name: Stacy Aqui                                
Title: Vice President                               
 
INVESTOR:
 
BRAC LENDING GROUP LLC
 
By: /s/ David M. Nussbaum                                  
Name: /s/ David M. Nussbaum                                        
Title:                                                            
 
[Signature Page - Transfer Shares Release Letter]