Exhibit 10.7


 


	Boxwood Merger Corp.	 	November 15, 2018
	1112 Montana Avenue, Suite 901	 	 
	Santa Monica, CA 90403	 	 


 


		Re:	Agreement among Sponsors



 


Gentlemen:


 


This letter (this “Letter Agreement”) is
being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”)
by Boxwood Merger Corp., a Delaware corporation (the “Company”) of units (the “Units”). The
Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has
applied to have the Units listed on the NASDAQ Capital Market.


 


The Company hereby agrees with Boxwood Management Company, LLC
(“Boxwood Management”) and MIHI LLC (“MIHI”) as follows:


 


1.       The
Company shall not enter into a definitive agreement with respect to any initial Business Combination without the consent of each
of Boxwood Management and MIHI.


 


2.       As
used herein, “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses.


 


3.       This
Letter Agreement 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 to the subject matter hereof. This Letter 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 all parties hereto.


 


4.       This
Letter Agreement shall be binding on the parties hereto and each of their permitted successors and assigns.


 


5.       This
Letter 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) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, 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.


 


6.       Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


[Signature Page follows]


 




     


     


    

 


	 	MIHI LLC
	 	 
	 	By:	/s/ Tobias Bachteler
	 	 	Name: Tobias Bachteler
	 	 	Title: Vice President
	 	 
	 	By:	/s/ Nick Butcher
	 	 	Name: Nick Butcher
	 	 	Title: President
	 	 
	 	BOXWOOD MANAGEMENT COMPANY, LLC
	 	 
	 	By:	/s/ Stephen M. Kadenacy
	 	 	Name: Stephen M. Kadenacy
	 	 	Title: Manager


 


	Acknowledged and Agreed:	 
	 	 
	BOXWOOD MERGER CORP.	 
	 	 
	By:	/s/ Stephen M. Kadenacy	 
	 	Name: Stephen M. Kadenacy	 
	 	Title: Chief Executive Officer