INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 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”).
25,000,000 Units BOXWOOD MERGER CORP. Units, each consisting of one share of Class A common stock, $0.01 par value, and one half of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2018 • Boxwood Merger Corp. • Blank checks • New York
Boxwood Merger Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Firm Securities”). Each unit (“Unit(s)”) consists of one share of Class A common stock, $0.01 par value, of the Company (“Share(s)”) and one-half of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the “Warrant(s)”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 3,750,000 Units (the “Additional Securities”) if and to the extent that Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc., as Managers (the “Managers”) of the Offering (as defined below), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Units granted to the Underwriters in Section 2 hereof. The Firm Securities a
Boxwood Merger Corp. 1112 Montana Avenue, Suite 901 Santa Monica, CA 90403 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 9th, 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
