Item 1.01.
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Entry into a Material Definitive Agreement.
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Merger Agreement
On June 13, 2021, Seven Oaks
Acquisition Corp., a Delaware corporation (“SVOK” or the “Company”), entered into an agreement and plan of merger
by and among SVOK, Blossom Merger Sub Inc., a direct, wholly-owned subsidiary of SVOK (“Blossom Merger Sub”), Blossom Merger
Sub II, LLC, a direct, wholly-owned subsidiary of SVOK (“Blossom Merger Sub II”), and Giddy Inc., a Delaware corporation (“Boxed”)
(as it may be amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement has been approved by
SVOK’s and Boxed’s board of directors and adopted by Boxed’s stockholders. If the Merger Agreement is approved by SVOK’s
stockholders, and the transactions contemplated by the Merger Agreement are consummated, (a) Blossom Merger Sub will merge with and into
Boxed (the “First Merger”), with Boxed being the surviving entity in the First Merger and continuing (immediately following
the First Merger) as a wholly-owned subsidiary of the Company (the “Surviving Corporation”), and (b) immediately following
the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Blossom
Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Blossom Merger Sub
II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary
of the Company (the “Business Combination”). In addition, in connection with the consummation of the Business Combination,
SVOK will be renamed “Boxed, Inc.” and is referred to herein as “New Boxed” as of the time following such change
of name.
Under the Merger Agreement,
SVOK has agreed to acquire all of the outstanding equity interests of Boxed for approximately $550 million in aggregate consideration
to be paid at the effective time of the Business Combination. Such consideration will be paid in stock in New Boxed, calculated based
on the per share merger consideration value formula as set forth in the Merger Agreement and, in the case of the shares of common stock
of New Boxed, calculated based on a price of $10 per share (the “Closing Price”).
Pursuant to the Merger Agreement,
at the effective time of the Business Combination, each option exercisable for Boxed equity that is outstanding and unexercised immediately
prior to the effective time of the Business Combination shall be assumed and converted into a newly issued option exercisable for Class
A common stock of New Boxed.
The parties to the Merger
Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with
respect to the conduct of Boxed and SVOK and its subsidiaries prior to the closing of the Business Combination.
The closing of the Business
Combination is subject to certain customary conditions, including, among other things: (i) approval by SVOK’s stockholders of the
Merger Agreement, the Business Combination and certain other actions related thereto; (ii) the expiration or termination of the waiting
period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iii) SVOK having at
least $175 million of cash at the closing of the Business Combination, consisting of cash held in its trust account and the aggregate
amount of cash actually invested in (or contributed to) the Company pursuant to the Subscription Agreements (as defined below), after
giving effect to redemptions of public shares, if any, but before giving effect to the consummation
of the closing of the Business Combination and the payment of Boxed’s and certain of SVOK’s outstanding transaction expenses
as contemplated by the Merger Agreement (the “Minimum Cash Condition”); and (iv) the shares of Class A common stock
of New Boxed to be issued in connection with the Business Combination having been approved for listing on the Nasdaq Capital Market (“Nasdaq”)
subject only to official notice of issuance thereof.
The Merger Agreement may be
terminated by SVOK or Boxed under certain circumstances, including, among others, (i) by written consent of SVOK and Boxed, (ii) by either
SVOK or Boxed if the First Merger has not occurred within 180 days from the date of the Merger Agreement, and (iii) by SVOK or Boxed if
SVOK has not obtained the required approval of its stockholders.
The foregoing description
of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger
Agreement contains representations, warranties and covenants that the parties to the Merger Agreement made to each other as of the date
of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made
for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in
connection with negotiating the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding
its terms and is not intended to provide any other factual information about SVOK, Boxed or any other party to the Merger Agreement.
In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for
purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be
subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be
subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports
and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of
any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger
Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations
and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully
reflected in the Company’s public disclosures.
Subscription Agreements
The Company entered into subscription
agreements (the “PIPE Subscription Agreements”), each dated as of June 13, 2021, with certain institutional investors and
individuals, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior
to the closing of the Business Combination, an aggregate of 3.4 million shares of Class A common stock for $10 per share. The Company
also entered into subscription agreements (the “Management Subscription Agreements”), each dated as of June 13, 2021, with
certain individuals, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately
prior to the closing of the Business Combination, an aggregate of 100,000 shares of Class A common stock for $10 per share. In connection
with the execution and delivery of a PIPE Subscription Agreement with the lead investor of Class A common stock, the consummation of which
is conditioned upon, among other things, satisfaction of the Minimum Cash Condition, Boxed will be entering into a commercial partnership
agreement with such investor in which the total expenses paid to the investor are equivalent to the aggregate amount of such investor’s
private placement. The PIPE Subscription Agreements and Management Subscription Agreements further provide that the Company must file
a registration statement to register the resale of the subscribed Class A common stock no later than thirty (30) days after the Closing
Date (as defined therein).
The Company entered into subscription
agreements (the “Convertible Note Subscription Agreements” and, together with the PIPE Subscription Agreements and the Management
Subscription Agreements, the “Subscription Agreements”), each dated as of June 13, 2021, with certain institutional and other
investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior
to the closing of the Business Combination, an aggregate of $86 million of principal amount of convertible notes. The convertible notes
will be exchangeable for shares of Class A common stock of New Boxed at a conversion price of $12.00 per share in accordance with the
terms thereof and will bear interest at a rate of 7.00% per annum, paid-in-kind or in cash at the option of the Company and accruing semi-annually.
The obligations of each party to consummate the transactions contemplated by the Convertible Note Subscription Agreements are conditioned
upon, among other things, the entry into an indenture consistent with the terms set forth in the Convertible Note Subscription Agreement
and the satisfaction or waiver of the conditions to the closing of the transactions contemplated by the Merger Agreement. In addition,
the obligations of the convertible note investors to consummate the transactions contemplated by the Convertible Note Subscription Agreements
are conditioned upon, among other things, satisfaction of the Minimum Cash Condition. In connection with the execution and delivery of
a PIPE Subscription Agreement and Convertible Note Subscription Agreement with the lead investor of convertible notes, the Sponsor agreed
to transfer, or cause to be transferred, 125,000 shares of SVOK Class B common stock to a fund managed by such investor at the closing
of the Business Combination. The Convertible Note Subscription Agreements obligate the Company to register for resale the shares of Class
A common stock (if any) issued upon the conversion of the convertible notes no later than fifteen (15) days after the Closing Date (as
defined therein), and provide the investors who purchase the convertible notes with certain “piggy-back” registration rights
relating to such shares, subject to certain requirements and customary conditions.
The foregoing description
of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the forms
of PIPE Subscription Agreement, Management Subscription Agreement and Convertible Note Subscription Agreement, copies of which are filed
as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and are incorporated by reference herein.
Amended and Restated Registration Rights Agreement
At the Closing, New Boxed,
the initial stockholders of SVOK at the time of its initial public offering, including the Sponsor and Jones & Associates, Inc. (including
any affiliates) (the “Sponsor Equityholders”), and certain other holders of Boxed capital stock (the “Boxed Holders”
and together with the Sponsor Equityholders, the “Holders”) will enter into the Amended and Restated Registration Rights Agreement.
Pursuant to the terms of the Amended and Restated Registration Rights Agreement, New Boxed will be obligated to file a registration statement
to register the resale of certain securities of the New Boxed held by the Holders. In addition, subject to certain requirements and customary
conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time
to time to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is
reasonably expected to exceed $50 million. The Amended and Restated Registration Rights Agreement will also provide the Holders with “piggy-back”
registration rights, subject to certain requirements and customary conditions.
Sponsor Agreement
In connection with the execution
of the Merger Agreement, the Sponsor entered into an Agreement (the “Sponsor Agreement”) with Boxed and JonesTrading Institutional
Services LLC and Jones & Associates, Inc. (together, including any affiliates, “Jones”), pursuant to which the Sponsor
and Jones agreed, among other things, to vote all shares of SVOK common stock beneficially owned by them in favor of each of the proposals
at the SVOK Special Meeting and against any proposal that would impede the Business Combination.
The Sponsor and Jones also
agreed that they would comply with and fully perform their obligations set forth in a Voting Letter Agreement, dated December 17, 2020
(the “Voting Letter Agreement”), including their obligations not to redeem any shares of SVOK Class A common stock owned by
them in connection with the transactions. The Sponsor and Jones further agreed not to permit any amendment or modification or consent
to the termination of certain contracts, including the Voting Letter Agreement, and to comply with the transfer restrictions set forth
in the Voting Letter Agreement irrespective of any release or waiver thereof.
The Sponsor Agreement provides
that neither the Sponsor nor Jones will not redeem any shares of SVOK common stock and will take all actions necessary to opt out of any
class in any class action with respect to any claim, derivative or otherwise, against SVOK, Boxed, any affiliate or designee of the Sponsor
or Jones acting in his or her capacity as director or any of their respective successors and assigns relating to the negotiation, execution
or delivery of the Sponsor Agreement, the Merger Agreement or the consummation of the transactions contemplated in such agreements.
The Sponsor and Jones also
agreed that, at the Closing, 30% of the SVOK Class B common stock held by such party (the “Earnout Shares”) will be subject
to vesting and forfeiture provisions set forth in the Sponsor Agreement pursuant to which half of the Earnout Shares will become vested
if, within five (5) years of the closing of the Business Combination (the “Earnout Period”), New Boxed’s common stock
trades at greater than $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period, and with
the remainder of the Earnout Shares to be released if New Boxed’s common stock trades at greater than $14.00 per share within the
Earnout Period. Notwithstanding the foregoing, the Earnout Shares will vest in the event of a sale of New Boxed at a price that is equal
to or greater than the redemption price payable to the Company’s stockholders.
The foregoing description
of the Sponsor Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Agreement
filed as Exhibit 10.2 hereto and incorporated by reference herein.
Binding Term Sheet
In connection with the execution
of the Merger Agreement, the Company entered into a binding term sheet (the “Term Sheet”) with Chieh Huang, the current Chief
Executive Officer of Boxed, providing that the parties thereto would cooperate in good faith to draft and enter into a standard employment
agreement reflecting the terms contained therein. The Term Sheet is contingent upon the consummation of the Business Combination contemplated
by the Merger Agreement and shall be null and void if the transactions contemplated under the Merger Agreement fail to consummate.
The Term Sheet provides for
the following key terms, which will become the key terms of any employment agreement entered into by Mr. Huang and the Company in connection
with, and contingent on, the consummation of the Business Combination:
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Position and Duties. Mr. Huang shall serve as the Chief Executive Officer of the Company,
reporting directly to the Company’s board of directors (“Board”), and also serve as a member of the Board.
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Term. Mr. Huang will serve on an at-will basis for an initial two-year term, with one-year
automatic term renewals thereafter, unless either party provides 90 days’ notice of intent not to renew.
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Cash Compensation. Mr. Huang will have an initial annual base salary of $400,000, subject
to annual review for potential increase, but not for any decrease (absent an across-the-board reduction impacting substantially all executives
of the Company, where such reduction will equal no more than 10% of his then-current base salary). Mr. Huang will also be eligible to
receive an annual cash performance bonus based 75% on Company performance objectives determined and approved by the Board and 25% on individual
performance objectives determined by Mr. Huang and approved by the Board. Mr. Huang will initially be eligible for minimum, target and
maximum bonus opportunities of 50%, 75% and 150% of his annual base salary, respectively.
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Long-Term Equity Incentives.
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Awards. Mr. Huang will be eligible for a three-year long-term incentive program (“LTIP”), under which at
the time the program is created (“LTIP Effective Date”), Mr. Huang will receive a grant of 1,500,000 shares of restricted
stock units (“RSUs”), subject to the following vesting conditions:
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300,000 RSUs shall vest annually over three years (“LTIP Period”) on a ratable basis, starting on the first anniversary
of the LTIP Effective Date (“Time-Based RSUs”), in each case subject to Mr. Huang’s continued service through each vesting
date, and
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Up to 1,200,000 RSUs shall vest on the third anniversary of the LTIP Effective Date, subject to Mr. Huang’s continued service
through such date and the Company’s achievement of certain performance-based vesting milestones:
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150,000 RSUs (Below Target), 175,000 RSUs (On Target) and 275,000 RSUs (Upside) will vest if during the LTIP Period the Gross Profit
Target (as such term shall be defined by the Board in the LTIP, as advised by Exhibit A of the Term Sheet) is achieved at 85%, 100% and
115%, respectively, with the Gross Profit Target determined on a cumulative basis for the Below Target RSUs and On Target RSUs; and
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150,000 RSUs (Below Target), 175,000 RSUs (On Target) and 275,000 RSUs (Upside) will vest if at any time during the LTIP Period the
common stock of the Company is trading above $12.00, $15.00 and $18.00, respectively, in each case for 20 trading days of any consecutive
30-day trading day period.
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Treatment upon Termination. In the event Mr. Huang is terminated during the LTIP Period by the Company without Cause
or Mr. Huang resigns for Good Reason (as each term is defined in the Term Sheet) (“Involuntary Termination”), any unvested
Time-Based RSUs shall be forfeited and Mr. Huang shall remain eligible to vest in his unvested performance-based RSUs as follows, in each
case subject to the performance-based vesting milestone attributable to the RSUs being achieved by the end of the LTIP Period:
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If such Involuntary Termination occurs during the first year
of the LTIP Period: the Below Target RSUs.
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If such Involuntary Termination occurs during the second year
of the LTIP Period: the Below Target RSUs and the On Target RSUs.
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If such Involuntary Termination occurs during the third year of the LTIP Period, the Below Target RSUs, the On Target RSUs, and the
Upside RSUs.
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Treatment upon a Change in Control. In the event of a Change in Control (as defined under the future LTIP), then subject
to the Mr. Huang’s continued employment through the date of the Change in Control and for a period of 12 months thereafter, Mr.
Huang shall vest in the Below Target, On Target or Upside RSUs if the net sale price upon such Change in Control is at least $12.00, $15.00
or $18.00 per share, respectively. Mr. Huang’s Time-Based RSUs shall not accelerate and shall remain subject to the same vesting
conditions following a Change in Control.
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Treatment upon a “Double Trigger” Termination. If Mr. Huang incurs an Involuntary Termination within the
six months prior to a Change in Control or within the 12 months following a Change in Control, then Mr. Huang shall vest on the later
of the Change in Control or the Involuntary Termination (i) in all unvested Time-Based RSUs; (ii) in the Below Target RSUs if the net
sale price upon such Change in Control is at least $12.00 per share; (iii) in the Below Target and the On Target RSUs if the net sale
price upon such Change in Control is at least $15.00 per share; and (iv) in the Below Target, On Target, and the Upside RSUs, if the net
sale price upon such Change in Control is at least $18.00 per share.
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Benefits. Mr. Huang shall be eligible to participate in the Company’s benefit and vacation plans and programs
that are offered to similarly situated employees from time to time.
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Severance. If Mr. Huang incurs an Involuntary Termination, in exchange for a release of
claims in favor of the Company, Mr. Huang shall receive (i) continued payment of his base salary in equal installments for 24 months,
(ii) in the event that Mr. Huang is eligible for and timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”), reimbursements for the monthly costs of the COBRA premiums for 18 months; (iii) any earned
and unpaid annual bonus for the prior performance period; and (iv) a payment equal to Mr. Huang’s annual bonus target, pro-rated
for the number of days Mr. Huang was employed in the year of termination.
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Restrictive Covenants. Mr. Huang will be bound by standard non-competition and non-solicitation
obligations applicable during the term of employment and for up to 24 months thereafter (the “Restriction Period”), and non-disparagement
and confidentiality obligations applicable during the term of employment and surviving indefinitely following the end of the term of employment.
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Transition Support following Change in Control. In the event Mr. Huang is terminated or
resigns following a Change in Control, then the Restriction Period applicable to Mr. Huang’s post-termination non-competition obligations
shall be reduced for any period of transition support Mr. Huang provides at the request of the Company, for a maximum reduction of up
to 12 months. If Mr. Huang resigns for Good Reason following a Chang in Control and his base salary, target annual bonus opportunity,
and employee benefits are substantially similar following such Change in Control, then any severance payable to Mr. Huang shall be delayed
until Mr. Huang completes up to 12 months of transition support, as determined by the Company.
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In addition to the above provisions,
Mr. Huang’s Term Sheet provides that to the extent any payments made to him under his future employment agreement would at any point
result, on their own, or in connection with any other payments owed to him, in the imposition of an excise tax under Section 4999 of the
Internal Revenue Code, such payments shall only be reduced to the extent a reduction would result in Mr. Huang being better off on an
after-tax basis than simply receiving the payments subject to such excise tax.
The foregoing description
of the Term Sheet is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which
is filed with this Current Report on Form 8-K as Exhibit 10.5, and the terms of which are incorporated herein by reference.