CERTIFICATE
OF INCORPORATION
OF
BIG
ROCK PARTNERS ACQUISITION CORP.
Pursuant
to Section 242 of the
Delaware
General Corporation Law
The
undersigned, being a duly authorized officer of BIG ROCK PARTNERS
ACQUISITION CORP. (the “Corporation”), a corporation
existing under the laws of the State of Delaware, does hereby
certify as follows:
1. The
name of the Corporation is Big Rock Partners Acquisition
Corp.
2.
The Corporation’s Certificate of Incorporation was
filed in the office of the Secretary of State of the State of
Delaware on September 18, 2017. An Amended and Restated Certificate
of Incorporation was filed in the office of the Secretary of State
of the State of Delaware on November 20 ,2017. A first amendment to
the Amended and Restated Certificate of Incorporation was filed in
the office of the Secretary of State of the State of Delaware on
May 21, 2019, a second amendment was filed in the office of the
Secretary of State of the State of Delaware on August 21, 2019, a
third amendment was filed in the office of the Secretary of State
of the State of Delaware on November 21, 2019, a fourth amendment
was filed in the office of the Secretary of State of the State of
Delaware on March 23, 2020 and a fifth amendment was filed in the
office of the Secretary of State of the State of Delaware on July
23, 2020.
3. This
Sixth Amendment to the Amended and Restated Certificate of
Incorporation further amends the Amended and Restated Certificate
of Incorporation of the Corporation.
4. This
Sixth Amendment to the Amended and Restated Certificate of
Incorporation was duly adopted by the affirmative vote of the
holders of a majority of the stock entitled to vote at a meeting of
stockholders in accordance with ARTICLE SIXTH of the Amended and
Restated Certificate of Incorporation and the provisions of
Sections 242 the General Corporation Law of the State of Delaware
(the “GCL”).
5. The
text of Section 9.6 of the Amended and Restated Certificate of
Incorporation is hereby amended and restated to read in full as
follows:
Section
9.6. Termination. In the event that
the Corporation has not consummated a Business Combination by April
23, 2021 (the “Termination Date”), the Corporation
shall (i) cease all operations except for the purposes of winding
up, (ii) as promptly as reasonably possible but not more than ten
(10) business days thereafter, redeem 100% of the Offering Shares
for cash for a redemption price per share equal to the amount then
held in the Trust Account, including the interest earned thereon,
less any franchise or income taxes payable, divided by the total
number of Offering Shares then outstanding (which redemption will
completely extinguish such holders’ rights as stockholders,
including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to approval
of the Corporation’s then stockholders and subject to the
requirements of the DGCL, including the adoption of a resolution by
the Board pursuant to Section 275(a) of the DGCL finding the
dissolution of the Corporation advisable and the provision of such
notices as are required by said Section 275(a) of the DGCL,
dissolve and liquidate the balance of the Corporation’s net
assets to its remaining stockholders, as part of the
Corporation’s plan of dissolution and liquidation, subject
(in the case of clauses (ii) and (iii) above) to the
Corporation’s obligations under the DGCL to provide for
claims of creditors and other requirements of applicable
law.
IN
WITNESS WHEREOF, I have signed this Amendment to the Amended and
Restated Certificate of Incorporation this 18th day of December,
2020.
/s/ Richard Ackerman
Name:
Richard Ackerman
Title:
Chief Executive Officer