0001615774-18-011368 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of November ___, 2018, by and between Boxwood Merger Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of November __, 2018 by and between Boxwood Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Continental Stock Transfer & Trust Company Warrant Agreement
Warrant Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2018, is by and between Boxwood Merger Corp., a Delaware corporation (the “Corporation”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

EXPENSE ADVANCEMENT AGREEMENT
Expense Advancement Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks • New York

THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of ________, 2018, is made and entered into by and between Boxwood Merger Corp., a Delaware corporation (the “Corporation”) and Boxwood Sponsor, LLC (the “Sponsor”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November __, 2018, is made and entered into by and among Boxwood Merger Corp., a Delaware corporation (the “Corporation”), and Boxwood Merger Sponsor LLC, a Delaware limited liability company (the “Sponsor”), together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each a “Holder” and collectively the “Holders”).

Boxwood Merger Corp. Santa Monica, CA 90403 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Boxwood Merger Corp., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units) (each, a “Unit”), each Unit comprised of one share of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant will entitle the holder thereof to purchase one share of Common

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks • Delaware

THIS SECURITIES PURCHASE AGREEMENT, dated as of __________, 2018 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Boxwood Merger Corp., a Delaware corporation (the “Company”), and Boxwood Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

Re: Agreement among Sponsors
Agreement Among Sponsors • October 26th, 2018 • Boxwood Merger Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Boxwood Merger Corp., a Delaware corporation (the “Company”) of units (the “Units”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the NASDAQ Capital Market.

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks

This Subscription Agreement is entered into by and between the undersigned subscriber, M Acquisition III Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), and M Acquisition Company III Corporation., a Delaware corporation (the “Company” ), as of June 28, 2017. The Subscriber and the Company hereby agree that:

SECURITIES ASSIGNMENT AGREEMENT
Securities Assignment Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks

This Securities Assignment Agreement is dated as of October 22, 2018 (this “Assignment”), by and among Boxwood Sponsor LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

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