Exhibit 10.5


 


EXPENSE ADVANCEMENT AGREEMENT


 


THIS EXPENSE
ADVANCEMENT AGREEMENT (this “Agreement”), dated as of November 15, 2018, is made and entered into by
and between Boxwood Merger Corp., a Delaware corporation (the “Corporation”) and Boxwood
Sponsor, LLC (the “Sponsor”).


 


RECITALS


 


 WHEREAS, the Corporation
is pursuing an initial public offering (the “Offering”) pursuant to which the Corporation will issue
and sell up to 23,000,000 units (the “Units”) (including up to 3,000,000 Units subject to an over-allotment
option granted to the underwriters of the Offering), with each Unit comprised of one share of Class A common stock, par value
$0.0001 per share (the “Common Stock”), of the Corporation and one warrant, each warrant exercisable
to purchase one share of Common Stock at $11.50 per share, subject to certain adjustments (each, a “Warrant,”
and collectively, the “Warrants”); 


 


 WHEREAS, the Corporation
has filed with the Securities and Exchange Commission a registration statement on Form S-1, File No. 333-228018 (the
“Registration Statement”) for the registration, under the Securities Act of 1933, (the “Securities
Act”), of the Units, and the Warrants and Common Stock comprising the Units, including a related prospectus (the
“Prospectus”); 


 


 WHEREAS, the gross
proceeds of the Offering will be deposited in a trust account (the “Trust Account”) at JPMorgan Chase
Bank, N.A. and managed by Continental Stock Transfer & Trust Company, as trustee, as described in the Registration
Statement and the Prospectus; and 


 


WHEREAS, the Sponsor desires
to enter into this Agreement in order to facilitate the Offering and the other transactions contemplated in the Registration Statement
and the Prospectus, including any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization
or other similar business combination by the Corporation with one or more businesses as described in the Registration Statement
and the Prospectus (a “Business Combination”).


 


NOW, THEREFORE, in
consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


1.           (a)            From
time to time, as may be requested by the Corporation, the Sponsor agrees to advance to the Corporation up to $1,000,000 in the
aggregate, in each instance pursuant to the terms of a promissory note, substantially in the form attached as Exhibit A
hereto (the “Note”), as may be necessary to fund the Corporation’s expenses relating to investigating
and selecting a target business and for other working capital requirements following the Offering and prior to any potential Business
Combination.


 


(b)          The
Sponsor represents to the Corporation that it is capable of making such advances to satisfy its obligations under clause (a) of
this Section 1.


 


(c)          Notwithstanding
anything to the contrary herein or in the Note, the Sponsor hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any distribution from the Trust Account in which the proceeds of the Offering,
as described in greater detail in the Registration Statement and the Prospectus, will be deposited, and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided,
however, that if the Corporation completes its Business Combination, the Corporation shall repay such loaned amounts out
of the proceeds released to the Corporation from the Trust Account.


 




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2.           This
Agreement, together with the Note, constitutes the entire agreement and understanding of the parties hereto in respect of the subject
matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or
oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by the parties hereto.


 


3.           No
party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned
and each of his or its heirs, personal representatives, successors and assigns.


 


4.           Any
notice, statement or demand authorized by this Agreement shall be sufficiently given (i) when so delivered if by hand or overnight
delivery, (ii) the date and time shown on an electronic or telefacsimile transmission confirmation, or (iii) if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid. Such notice, statement
or demand shall be addressed as follows:


 


If to the Corporation:






Boxwood Merger Corp.

1112 Montana Avenue, Suite 901

Santa Monica, CA 90403

Attn: Stephen M. Kadenacy

Email: sk@boxwoodmc.com


 


with a copy in each case (which shall not constitute
notice) to:


 


Greenberg Traurig, LLP

MetLife Building


200 Park Avenue

New York, NY 10166

Attn: Alan Annex, Esq.

Facsimile: (202) 801-9201

Email: annexa@gtlaw.com


 


If to the Sponsor:



Boxwood Sponsor, LLC

1112 Montana Avenue, Suite 901

Santa Monica, CA 90403

Attn: Stephen M. Kadenacy

Email: sk@boxwoodmc.com


 


with a copy in each case (which shall not constitute
notice) to:


 


Macquarie Capital (USA) Inc.


125 West 55th Street


New York, New York 10019


Attn: Jin Chun, Managing Director


Email: jin.chun@macquarie.com 


 




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5.           This
Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


6.           This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


7.           This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Agreement
shall be brought and enforced in the courts of New York, in the State of New York, and irrevocably submits to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.


 


[Signature
Page Follows]


 




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IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	BOXWOOD MERGER CORP., a Delaware corporation


 


	 	By:	/s/ Stephen M. Kadenacy
	 	 	Name:  Stephen M. Kadenacy
	 	 	Title:  Chief Executive Officer


 


	 	BOXWOOD SPONSOR, LLC, a Delaware limited liability company


 


	 	By:	/s/ Stephen M. Kadenacy
	 	 	Name: Stephen M. Kadenacy
	 	 	Title: Manager


 


	 	By:	/s/ Jin Chun
	 	 	Name: Jin Chun
	 	 	Title: Manager


 


[Signature Page to Expense Advancement Agreement]


 




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EXHIBIT A


 


FORM OF PROMISSORY NOTE


 


THIS PROMISSORY NOTE (“NOTE”) HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount:  Up to $1,000,000	
        Dated as of               ,
        20__

        Santa Monica, California



 


Pursuant to that certain
Expense Advancement Agreement (the “Agreement”) dated as of November 15,
2018, by and between Boxwood Merger Corp., a Delaware corporation (the “Maker”) and Boxwood Sponsor,
LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the
“Payee”), the Maker hereby promises to pay to the order of the Payee the principal sum of One Million
Dollars ($1,000,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid (or not otherwise
converted as provided for in Section 15) under this Note on the Maturity Date (as defined below) in lawful money of the United
States of America, on the terms and conditions described below.  All payments on this Note shall be made by check or
wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time
to time designate by written notice in accordance with the provisions of this Note. Certain terms used herein but not defined herein
shall have the meaning given to such terms in the Agreement.


 


1.           Principal.
The entire unpaid principal balance of the Note (less any amounts converted as provided for in Section 15 hereof) shall be
payable on the date on which Maker consummates its Business Combination (the “Maturity Date”). 
All or any portion of the principal balance may be prepaid without penalty at any time. Under no circumstances shall any individual,
including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations
or liabilities of the Maker hereunder.


 


2.           Drawdown
Requests. Maker and Payee agree that Maker may request, from time to time, up to One Million Dollars ($1,000,000) in aggregate
draw downs under this Note to be used for working capital, or costs and expenses related to the Offering and the pursuit of a Business
Combination. The principal amount of this Note may be drawn down from time to time prior to the Maturity Date upon written request
from Maker to Payee (each, a “Drawdown Request”) and set forth on the Drawdown Request Schedule included
as Annex A hereto. Each Drawdown Request must state the amount to be drawn down, and must not be in an amount less than
Ten Thousand Dollars ($10,000). Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a
Drawdown Request; provided, however, that the maximum amount of drawdowns to be made under this Note may not exceed One Million
Dollars ($1,000,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown
Request by Maker.


 


3.           Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 




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4.           Application
of Payments.  All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


5.           Events
of Default.  The following shall constitute an event of default (“Event of Default”) under this
Note:


 


(a)          Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the Maturity Date.


 


(b)          Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)          Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 


6.           Remedies.


 


(a)          Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)          Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


 


7.           Waivers. 
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 




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8.           Unconditional
Liability.  Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.           Notices. 
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most
recently provided to such party or such other electronic mail address as may be designated in writing by such party.  Any
notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally,
on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


10.         Construction. 
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


 


11.         Severability. 
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


12.         Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (each, a “Claim”) in or to any distribution of or from the Trust Account to be established
in which the proceeds of the Offering conducted by Maker (including the deferred underwriters discounts and commissions) and the
proceeds from the sale of certain warrants to be issued and sold by the Maker in a private placement to close simultaneously with
the closing of the Offering are to be deposited, to be described in greater detail in the registration statement and prospectus
to be filed with the Securities and Exchange Commission in connection with the Offering, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided, however, that
if the Maker completes its Business Combination, the Maker shall repay the entire unpaid principal balance of the Note.


 


13.         Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.


 


14.         Assignment.  No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law
or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void; provided, however, that the foregoing shall not apply to an affiliate of the Payee who agrees to be bound by the
terms of this Note.


 




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15.         Conversion.


 


 (a)          At
the Payee’s option upon notice to the Maker, at any time prior to payment in full of the principal balance of this Note,
the Payee may elect to convert up to Two Hundred Fifty Thousand ($250,000) of the principal balance of this Note into a number
of warrants (the “Warrants”) to purchase shares of the Maker’s Class A common stock, par value
$0.0001 per share (“Common Stock”). Each $1.00 of such principal balance shall be converted into one
(1) Warrant. Each Warrant shall have the same terms and conditions as the warrants issued by the Maker pursuant to the private
placement, as described in Maker’s Registration Statement on Form S-1 (333-228018). The Warrants, the shares of the Common
Stock of Maker underlying the Warrants and any other equity security of Maker issued or issuable with respect to the foregoing
by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation
or reorganization (the “Warrant Shares”), shall be entitled to the registration rights set forth in
Section 16 hereof. 


 


(b)          Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and
such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note,
duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Warrants, (iii) Maker shall promptly
deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion
and (iv) in exchange for all or any portion of the surrendered Note, Maker shall deliver to Payee the Warrants, which shall bear
such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable
state and federal securities laws.


 


(c)          The
Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Warrants upon
conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes resulting
from any transfer requested by the Payee in connection with any such conversion.


 


(d)          The
Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions
of law.


 


16.         Registration
Rights.


 


(a)          Reference
is made to that certain Registration Rights Agreement between the Maker and the parties thereto, dated as of the date hereof (the
“Registration Rights Agreement”). 


 


(b)          The
holders (“Holders”) of the Warrants (or the Warrant Shares) and the Maker, as applicable, shall have
all of the same rights, duties and obligations set forth in the Registration Rights Agreement with respect to a Registrable Security
(as defined in the Registration Rights Agreement).


 


[Signature
page follows]


 




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IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year
first above written.


 


	 	BOXWOOD MERGER CORP.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	 	 



     


    

 


Annex A


 


Drawdown Request Schedule


 


	Date of Drawdown	 	Amount of Drawdown	 	Aggregate Drawdown