INDEMNITY AGREEMENTIndemnity Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__________], 2020, by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 17, 2020 by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 17, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and Seven Oaks Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2020, is made and entered into by and among Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), Seven Oaks Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Jones & Associates, Inc., a California corporation (“Jones”, and together with the Sponsor, the “Founders”, and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT SEVEN OAKS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 17, 2020, is by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • October 22nd, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of _______________ by and between Boxed, Inc., a Delaware corporation (the “Company”), and _______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Seven Oaks Acquisition Corp. 18 West Lane Greenwich, CT 06831Seven Oaks Acquisition Corp. • December 11th, 2020 • Blank checks • New York
Seven Oaks Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by JonesTrading Institutional Services LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 1,035,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 135,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 14th, 2021 • Seven Oaks Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on ________, 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2022 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Boxed, Inc., a Delaware corporation (the “Company”) (formerly known as Seven Oaks Acquisition Corp., a Delaware corporation), Seven Oaks Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Jones & Associates, Inc. (including any affiliates, “Jones”), certain former stockholders of Giddy Inc., a Delaware corporation (“Boxed”), identified on the signature pages hereto (such stockholders, the “Boxed Holders” and, collectively with the Sponsor, Jones, the Boxed Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
SEVEN OAKS ACQUISITION CORP. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [ l ], 2021 7.00% Convertible Senior Notes due 2026 CONTENTSIndenture • October 22nd, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses • New York
Notwithstanding anything to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds [ l ] shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 10th, 2022 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 9, 2022 (this “Agreement”), by and between The Jones Group Ventures LLC, a Delaware limited liability company (the “Investor”), and Boxed, Inc., a Delaware corporation (the “Company”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [______], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and Seven Oaks Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SEVEN OAKS ACQUISITION CORP 20,000,000 Units Underwriting AgreementUnderwriting Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
Seven Oaks Acquisition Corp, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2022 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2022, is by and between The Jones Group Ventures LLC, a Delaware limited liability company (the “Investor”), and Boxed, Inc., a Delaware corporation (the “Company”).
SEVEN OAKS ACQUISITION CORP. 22,500,000 Units Underwriting AgreementUnderwriting Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 22,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,375,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
AGREEMENT AND PLAN OF MERGER by and among Seven Oaks Acquisition Corp., BLOSSOM MERGER SUB, INC., BLOSSOM MERGER SUB II, LLC, and Giddy Inc. Dated as of June 13, 2021Agreement and Plan of Merger • June 14th, 2021 • Seven Oaks Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 13, 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (“Acquiror”), Blossom Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Acquiror (“Blossom Merger Sub”), Blossom Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Blossom Merger Sub II”), and Giddy Inc., a Delaware corporation (the “Company”). Acquiror, Blossom Merger Sub, Blossom Merger Sub II and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2022 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of February 15, 2022, is made by and between Boxed, Inc. (the “Company”), and Mark Zimowski (“Executive”). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date (as defined below).
BOXED, INC. COMMON STOCK PURCHASE WARRANTBoxed, Inc. • January 24th, 2023 • Retail-catalog & mail-order houses • New York
WHEREAS, Boxed, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Company, as borrower (the “Borrower”), the Company, as parent of the Borrower, the Lenders (as defined therein), and Wilmington Savings Fund Society, FSB, as Administrative Agent for the Lenders, have entered into that certain Second Lien Credit Agreement, dated as of January 20, 2023 (as amended, modified, or supplemented from time to time in accordance with its terms, the “Credit Agreement”), pursuant to which the Holder and/or certain lending Affiliates of the Holder will lend to the Company, and the Company will borrow on the date hereof, an aggregate principal amount not in excess of $42,398,008.05, and make other financial accommodations to the Borrower, as provided therein;
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 23rd, 2023 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
CREDIT AGREEMENT dated as of August 4, 2021, among GIDDY INC.BOXED, LLC (f/k/a Blossom Merger Sub II, LLC, as successor by merger to Giddy Inc.), a Delaware limited liability company (the “Borrower”), BOXED, INC. (f/k/a Seven Oaks Acquisition Corp.), a Delaware corporation (subject to Sections 1.05 and 9.21, the “BorrowerParent”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and ALTER DOMUS (US) LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders.
Seven Oaks Acquisition Corp. New York, NY 10022Letter Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and JonesTrading Institutional Services LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Pr
FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • June 14th, 2021 • Seven Oaks Acquisition Corp. • Blank checks • New York
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on _______, 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned subscriber (“Subscriber”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 26th, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses
This Amendment (this “Amendment”), entered into and effective as of November 26, 2021, is made to that Agreement and Plan of Merger (as such may be further amended, modified and restated, the “Merger Agreement”), dated as of June 13, 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (“Acquiror”), Blossom Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Acquiror (“Blossom Merger Sub”), Blossom Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Blossom Merger Sub II”), and Giddy Inc., a Delaware corporation (the “Company”). Acquiror, Blossom Merger Sub, Blossom Merger Sub II and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
SECOND LIEN CREDIT AGREEMENT dated as of January 20, 2023, among BOXED, LLC, as Borrower, BOXED, INC., as Parent, THE LENDERS PARTY HERETO and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative AgentSecond Lien Credit Agreement • January 23rd, 2023 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
SECOND LIEN CREDIT AGREEMENT dated as of January 20, 2023, among BOXED, LLC, a Delaware limited liability company (the “Borrower”), BOXED, INC., a Delaware corporation (the “Parent”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and Wilmington Savings Fund Society, FSB (“WSFS”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders.
GIDDY INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • July 20th, 2021 • Seven Oaks Acquisition Corp. • Blank checks
This Restricted Stock Purchase Agreement (the “Agreement”) is made and entered into as of [See eShares] (the “Effective Date”) by and between Giddy Inc., a Delaware corporation (the “Company”), and [See eShares] (“Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2013 Equity Incentive Plan, as may be amended from time to time (the “Plan”).
SEVEN OAKS ACQUISITION CORP. New York, NY 10022Letter Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Seven Oaks Acquisition Corp. (the “Company”) and Tamarix Capital Management LLC (“Tamarix”), an affiliate of our sponsor, Seven Oaks Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and Counterparty on the Trade Date specified below. Certain terms of the Transaction shall be...Seven Oaks Acquisition Corp. • November 30th, 2021 • Retail-catalog & mail-order houses
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid...Merger Agreement • October 22nd, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses
We have acted as special tax counsel to Giddy Inc., a Delaware corporation (“Company”), in connection with the Agreement and Plan of Merger, dated as of June 13, 2021 (the “Merger Agreement”), by and among Seven Oaks Acquisition Corp., a Delaware corporation (“Parent”), Blossom Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent (“Merger Sub I”), Blossom Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II”), and Company. This opinion is being delivered in connection with the registration statement on Form S-4, filed with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”), of Parent, including the proxy statement/prospectus forming a part thereof (the “Proxy Statement/Prospectus”), relating to the transactions contemplated by the Merger Agreement. Capitalized terms not defined herein have the meanings specified in
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2023 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 20, 2023, is made and entered into by and between Boxed, Inc., a Delaware corporation (the “Company”), the holders 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 (the “Holders” and each, a “Holder”).
Boxed, Inc.Boxed, Inc. • March 14th, 2023 • Retail-catalog & mail-order houses • New York
To reinforce your continued attention and dedication to Boxed, Inc. (the “Company”), you will be eligible to receive a one-time cash payment from the Company, subject to the terms and conditions set forth in this letter agreement (this “Retention Payment Letter”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Company’s 2021 Incentive Award Plan.
Seven Oaks Acquisition Corp. New York, NY 10022Letter Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and JonesTrading Institutional Services LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Pr
ASSET PURCHASE AGREEMENT dated as of April 5, 2023 by and between BOXED, INC. and SPRESSO, LLCAsset Purchase Agreement • April 11th, 2023 • Boxed, Inc. • Retail-catalog & mail-order houses • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of April 5, 2023 by and between BOXED, INC., a Delaware corporation (“Seller”) and SPRESSO, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
SPONSOR AGREEMENTSponsor Agreement • June 14th, 2021 • Seven Oaks Acquisition Corp. • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of June 13, 2021, is made by and among Seven Oaks Sponsor LLC, a Delaware limited liability company (“Seven Oaks Sponsor”), Jones & Associates, Inc., a Delaware corporation (including any affiliates, “Jones Sponsor” and, together with Seven Oaks Sponsor, “Sponsors”), Seven Oaks Acquisition Corp., a Delaware corporation (“Acquiror”), Giddy Inc., a Delaware corporation (the “Company”) and JonesTrading Institutional Services LLC (solely for purposes of Section 5) (“JonesTrading”). Sponsors, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
BOXED PLATFORM DEVELOPMENT AND SERVICES AGREEMENT PREAMBLE.Development and Services Agreement • July 20th, 2021 • Seven Oaks Acquisition Corp. • Blank checks • England and Wales
This BOXED PLATFORM DEVELOPMENT AND SERVICES AGREEMENT (this “MSA”), including all exhibits, schedules, annexes, and other attachments hereto and each SOW (as defined below) issued hereunder (collectively, the “Agreement”) is made and entered into as of February 12, 2021 (the “Effective Date”), and is by and among Ashbrook Commerce Solutions LLC, a Delaware limited liability company with offices at 451 Broadway, Second Floor, New York, NY 10013 (“Boxed”), AEON Integrated Business Services Co., Ltd., a corporation incorporated under the laws of Japan with offices at 1-5-1Nakase, Mihamaku Chiba-shi, Chiba 261-8515, Japan (“AEON”); and, for the purpose of acknowledging and accepting the guarantee set forth in Section 26, Giddy Inc., a Delaware corporation with offices at 451 Broadway, Second Floor, New York, NY 10013, and Boxed and AEON may be referred to individually herein as a “Party” and collectively herein as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses • New York
SEVEN OAKS ACQUISITION CORP. as Issuer and INDENTUREIndenture • December 14th, 2021 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
INDENTURE, dated as of December 8, 2021, between Seven Oaks Acquisition Corp., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee” as further defined below).
