Exhibit 10.2
JOINDER AGREEMENT
This JOINDER AGREEMENT (this “Joinder”) is entered into as of May 12, 2021 by and among the parties listed on the signature page hereto under the heading “Joining Party” (each, a “Joining Party”), Box, Inc. (the “Company”) and Powell Investors III L.P., KKR-Milton Credit Holdings L.P., KKR-NYC Credit C L.P., Tailored Opportunistic Credit Fund and CPS Holdings (US) L.P., which are managed or advised by KKR Credit Advisors (US) LLC or Affiliates thereto (collectively, the “Investor”).
Reference is hereby made to (a) the Investment Agreement, dated April 7, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Investment Agreement”), by and among the Company and the Investor, (b) the Registration Rights Agreement (as defined in the Investment Agreement), and (c) the Back-to-Back Fund Commitment letter agreement, dated April 7, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Assignment Agreement”), by and among the Investor and the other parties thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Investment Agreement.
Each party to this Joinder hereby agrees that:
1. | Pursuant to Sections 5.08 and 8.03 of the Investment Agreement, upon the execution of this Joinder, the Joinder will be fully enforceable and each Joining Party shall become a party to the Investment Agreement as a “party”, “Permitted Investor Transferee”, and “Investor Party” thereunder and be fully bound by, and subject to, all covenants, terms, conditions, obligations and provisions of the Investment Agreement applicable to a “party”, “Permitted Investor Transferee”, or an “Investor Party”, and shall be fully entitled to all rights and interests under the Investment Agreement applicable to a “party”, “Permitted Investor Transferee” or an “Investor Party”, in each case except as otherwise set forth herein. |
2. | Pursuant to the Investment Agreement and the Assignment Agreement and subject to the conditions and terms set forth herein and therein, each Joining Party hereby has the right to purchase and acquire from the Company, at the Closing, the number of shares of Series A Preferred Stock set forth opposite such Joining Party’s name in Exhibit A hereto under the heading “Acquired Shares” and has the obligation to pay, at the Closing, the portion of the Purchase Price set forth opposite such Joining Party’s name in Exhibit A hereto under the heading “Purchase Price”. |
3. | The Company hereby acknowledges and accepts the foregoing, and represents and warrants that the Investment Agreement set forth in Exhibit B hereto is a true and correct copy of the Investment Agreement, the form of the Registration Rights Agreement set forth in Exhibit C hereto is a true and correct copy of the form of the Registration Rights Agreement and the form of the Series A Certificate of Designations set forth in Exhibit D hereto is a true and correct copy of the form of the Certificate of Designations. |
4. | The Company hereby makes to each Joining Party the representations and warranties expressly set forth in Article III of the Investment Agreement, in each case as if such representations and warranties were made as of the date of the signing of the Investment Agreement and as of the Closing Date (except to the extent any such representation and warranty is expressly made as of an earlier date, in which case as of such earlier date). |