NRX Pharmaceuticals, Inc. - FORM S-1/A - EX-10.5 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT - November 14, 2017

Attached files

file filename
EX-10.8 - PROMISSORY NOTE, DATED AS OF SEPTEMBER 26, 2017, IN FAVOR OF BIG ROCK PARTNERS S - NRX Pharmaceuticals, Inc.brpa_ex108.htm
EX-99.8 - FORM OF NOMINATING COMMITTEE CHARTER - NRX Pharmaceuticals, Inc.brpa_ex998.htm
EX-99.7 - FORM OF COMPENSATION COMMITTEE CHARTER - NRX Pharmaceuticals, Inc.brpa_ex997.htm
EX-99.6 - FORM OF AUDIT COMMITTEE CHARTER - NRX Pharmaceuticals, Inc.brpa_ex996.htm
EX-99.5 - CONSENT OF TROY T. TAYLOR - NRX Pharmaceuticals, Inc.brpa_ex995.htm
EX-99.4 - CONSENT OF ALBERT G. REX - NRX Pharmaceuticals, Inc.brpa_ex994.htm
EX-99.3 - CONSENT OF STUART KOENIG - NRX Pharmaceuticals, Inc.brpa_ex993.htm
EX-99.2 - CONSENT OF MICHAEL FONG - NRX Pharmaceuticals, Inc.brpa_ex992.htm
EX-99.1 - CONSENT OF RICHARD BIRDOFF - NRX Pharmaceuticals, Inc.brpa_ex991.htm
EX-23.1 - CONSENT OF MARCUM LLP - NRX Pharmaceuticals, Inc.brpa_ex231.htm
EX-14 - FORM OF CODE OF ETHICS - NRX Pharmaceuticals, Inc.brpa_ex14.htm
EX-10.9 - FORM OF INDEMNIFICATION AGREEMENT FOR OFFICERS, DIRECTORS AND SPECIAL ADVISORS - NRX Pharmaceuticals, Inc.brpa_ex109.htm
EX-10.7 - PROMISSORY NOTE, DATED AS OF SEPTEMBER 26, 2017, IN FAVOR OF RICHARD ACKERMAN - NRX Pharmaceuticals, Inc.brpa_ex107.htm
EX-10.6 - SECURITIES SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 26, 2017, BETWEEN THE REGISTR - NRX Pharmaceuticals, Inc.brpa_ex106.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND THE INITIAL STOCK - NRX Pharmaceuticals, Inc.brpa_ex104.htm
EX-10.3 - FORM OF STOCK ESCROW AGREEMENT BETWEEN THE REGISTRANT, CONTINENTAL STOCK TRANSFE - NRX Pharmaceuticals, Inc.brpa_ex103.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - NRX Pharmaceuticals, Inc.brpa_ex102.htm
EX-10.1C - FORM OF LETTER AGREEMENT FOR THE REGISTRANT'S SPONSOR - NRX Pharmaceuticals, Inc.brpa_ex101c.htm
EX-10.1B - FORM OF LETTER AGREEMENT FOR EACH OF THE REGISTRANT'S OTHER OFFICERS AND DIRECTO - NRX Pharmaceuticals, Inc.brpa_ex101b.htm
EX-10.1A - FORM OF LETTER AGREEMENT FOR THE REGISTRANT'S SPONSOR - NRX Pharmaceuticals, Inc.brpa_ex101a.htm
EX-5.1 - OPINION OF AKERMAN LLP - NRX Pharmaceuticals, Inc.brpa_ex51.htm
EX-4.7 - FORM OF UNIT PURCHASE OPTION - NRX Pharmaceuticals, Inc.brpa_ex47.htm
EX-4.6 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - NRX Pharmaceuticals, Inc.brpa_ex46.htm
EX-4.5 - FORM OF RIGHT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND R - NRX Pharmaceuticals, Inc.brpa_ex45.htm
EX-4.4 - SPECIMEN WARRANT CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex44.htm
EX-4.3 - SPECIMEN RIGHT CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex43.htm
EX-4.2 - SPECIMEN COMMON STOCK CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex42.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex41.htm
EX-3.4 - ARTICLES OF INCORPORATION / BYLAWS - NRX Pharmaceuticals, Inc.brpa_ex34.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - NRX Pharmaceuticals, Inc.brpa_ex32.htm
EX-1.2 - LETTER AGREEMENT BETWEEN THE REGISTRANT AND EARLYBIRDCAPITAL - NRX Pharmaceuticals, Inc.brpa_ex12.htm
EX-1.1 - UNDERWRITING AGREEMENT - NRX Pharmaceuticals, Inc.brpa_ex11.htm
S-1/A - REGISTRATION STATEMENT AMENDMENT NO. 1 - NRX Pharmaceuticals, Inc.brpa_s1a.htm
 
        
Exhibit 10.5
Big Rock Partners Acquisition Corp.
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33483
 
_____, 2017
 
Big Rock Partners Sponsor, LLC.
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33483
 
Re: Administrative Services Agreement
 
Gentlemen:
 
This letter agreement by and between Big Rock Partners Acquisition Corp. (the “Company” or “our”) and our sponsor, Big Rock Partners Sponsor, LLC (the “Affiliate”), dated as of the date hereof, will confirm our agreement that, commencing on the effective (the “Effective Date”) of the Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
 
(i) the Affiliate shall make available to the Company, at 2645 N. Federal Highway, Suite 230, Delray Beach, Florida 33483 (or any successor location), certain office space, utilities, secretarial support and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Affiliate the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date; and
 
(ii) the Affiliate hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this letter agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.
 
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
 
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
 
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval 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, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
 
[Signature page follows]

1
 
 
 
 
 
 
Very truly yours,
 
 
 
 
 
 
 
Big Rock Partners Acquisition Corp.
 
 
 
 
 
 
 
By:
 
 
 
 
 
Name:
 
 
 
 
Title:
AGREED TO AND ACCEPTED BY:
 
 
 
                         
 
 
 
 
 
 
 
 
By:
 
 
 
 
 
Name:
 
 
 
 
Title:
 
 
 
 
[Signature Page to Administrative Services Agreement]
 
 
 
 

2

NRX Pharmaceuticals, Inc. Reports