INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 15th, 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, $0.0001 par value, and one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 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 20,000,000 units of the Company (the “Firm Securities”). Each unit (“Unit(s)”) consists of one share of Class A common stock, $0.0001 par value, of the Company (“Share(s)”) and one warrant of the Company, where each 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 3,000,000 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 and the Additiona
Continental Stock Transfer & Trust Company Warrant AgreementWarrant Agreement • November 15th, 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 AGREEMENTExpense Advancement Agreement • November 15th, 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 AGREEMENTRegistration Rights Agreement • November 15th, 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. 1112 Montana Avenue, Suite 901 Santa Monica, CA 90403 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 15th, 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 23,000,000 of the Company’s units (including up to 3,000,000 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 $0.0001 per share (the “Common Stock”), and one redeemable warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one share of Common Stock at a pric
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 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”).
