#1J mpers DTIL MIX 168 GOGO SQUEEZ Vis = THE ReaDY FOR a GOOD TIME ROAD TRIPPING сет тобетнер WITH FRIEN 32 Singles ANTO GOGO THE FRUIT ON THE GO F BO Tide GOGO BOXED AUSTYLE PEDS 3-1-1.0.2 DO Buy in bulk at Boxed.com Open Ba MIXED PACK 495 Ziploc 120 MIXED PACK Ziploc 12-20 SSOA Bount SSOA Bounty GE Select-A-Size SSO -52 20 12 13: The Quicker Picker Upper BOXED Proposed merger with Seven Oaks Acquisition Corp. (NASDAQ: SVOK#2Disclaimer About this Presentation This investor presentation (this "Presentation") does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of SVOK, the Company, or any of their respective affiliates. No such offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Forward Looking Statements Certain statements, estimates, targets and projections in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or SVOK's or the Company's future financial or operating performance. For example, statements regarding anticipated growth in the industry in which the Company operates and anticipated growth in demand for the Company's services, projections of the Company's future financial results and other metrics, the satisfaction of closing conditions to the Business Combination and the timing of the completion of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma", "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by SVOK and its management, and the Company and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (ii) the outcome of any legal proceedings that may be instituted against SVOK, the Company, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of SVOK or the Company; (iv) the inability of the Company to satisfy other conditions to closing; (v) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (vi) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (vii) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination: (viii) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the Business Combination; (ix) changes in applicable laws or regulations; (x) the possibility that the Company or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; (xi) the Company's estimates of expenses and profitability, which may be affected by, among other things, the Company's proposed strategic commercial agreement with Palantir: (xii) the evolution of the markets in which the Company competes; (xiii) the ability of the Company to implement its strategic initiatives and continue to innovate its existing products; (xiv) the ability of the Company to defend its intellectual property: (xv) the ability of the Company to satisfy regulatory requirements: (xvi) the impact of the COVID-19 pandemic on the Company's and the combined company's business; and (xvii) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements in SVOK's annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 31, 2021 and amended on June 3, 2021, and other risks and uncertainties indicated from the time to time in the definitive proxy statement to be delivered to SVOK's stockholders and related registration statement on Form S-4, including those set forth under "Risk Factors therein, and other documents filed to be filed with the SEC by SVOK. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither SVOK nor the Company undertakes any duty to update these forward-looking statements. Use of Projections This Presentation contains financial forecasts for the Company with respect to certain financial results for the Company's fiscal years 2021 through 2026. Neither SVOK's nor the Company's independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. In this Presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Financial Information; Non-GAAP Financial Measures The historical financial information and data contained in this Presentation has not been audited in accordance with the standards of the Public Company Accounting Oversight Board and does not conform to Regulation S-X. Such information and data may not be included in, may be adjusted in or may be presented differently in the registration statement to be filed by SVOK relating to the Business Combination and the proxy statement/prospectus contained therein. This Presentation also includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP") including Adjusted EBITDA and certain ratios and other metrics derived therefrom as well as Adjusted Cash Operating Costs. The Company defines Adjusted EBITDA as net income (loss) before interest expense, tax expense, depreciation and amortization, stock-based compensation expense and other one-time or non-recurring expenses, such as executive recruiting fees, severance, 3rd party consulting fees, and transaction-related fees, among others, that the Company does not believe are recurring in nature or necessary for the ongoing operations of the business. The Company defines Adjusted Cash Operating Costs as Operating Expenses less depreciation and amortization, stock-based compensation expense and other one-time or non-recurring expenses, such as executive recruiting fees, severance, 3rd party consulting fees, and transaction-related fees, among others, that the Company does not believe are recurring in nature or necessary for the ongoing operations of the business. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company's presentation of these measures may not be comparable to similarly-titled measures used by other companies. SVOK and the Company believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. SVOK and the Company believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing the Company's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable r accessible, SVOK and the Company are unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included. Industry and Market Data In this Presentation, the Company relies on and refers to certain information and statistics obtained from third-party sources which it believes to be reliable. Neither SVOK nor the Company has independently verified the accuracy or completeness of any such third-party information. Trademarks and Copyright This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, or symbols, but SVOK and the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Additional Information SVOK intends to file a registration statement on Form S-4 with the Securities Exchange Commission (the "SEC"), which will include a proxy statement/prospectus, that will be both the proxy statement to be distributed to SVOK's stockholders in connection with its solicitation of proxies for the vote by SVOK's stockholders with respect to the Business Combination and other matters as may be described in the registration statement, as well as the prospectus, and relating to the offer and sale of the securities to be issued in the Business Combination. After the registration statement is declared effective, SVOK will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination, SVOK's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the registration statement and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about the Company, SVOK and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders of SVOK as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to SVOK's secretary at 445 Park Avenue, 17th Floor, New York, NY 10022, (917) 214-6371. Participants in the Solicitation SVOK and its directors and executive officers may be deemed participants in the solicitation of proxies from SVOK's stockholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in SVOK is contained in SVOK's annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC, as amended, and is available free of charge at the SEC's website at www.sec.gov. To the extent such holdings of SVOK's securities may have changed since that time, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed Business Combination when available. The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of SVOK in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus for the proposed Business Combination when available. Summary of Risk Factors The Company's business is subject to numerous risks and uncertainties that represent challenges that the Company faces in connection with the successful implementation of its strategy and the growth of its business. An appendix to this Presentation includes a summary of certain principal risks associated with the Company's business, but these risks are not the only risks the Company faces now or may face in the future. You should consider carefully the discussion of these risks and other risks associated with the Company's business and the Business Combination that will be included in the proxy statement/prospectus included in the registration statement on Form S-4 to be filed by SVOK. 2#3#4Table of Contents 1 Introduction 2 Company Overview 3 Investment Highlights 4 Financials 5 Transaction Overview & Valuation 6 Conclusion BOXER WELCOME 4#5Boxed is the Perfect Match for Seven Oaks' Investment Criteria 1. Track record of growth despite capital constraints 2. Strong alignment on ESG principles 3. World-class management team SVOK capital will accelerate growth behind a focused strategy ● Significant margin expansion and negative working capital dynamics with scale Gary Matthews Chairman and CEO IES P&G TOPS McKinsey & Company GUINNESS pepsi Morgan Stanley Global Private Equity Drew Pearson Chief Financial Officer ABN AMRO GENERAL McKinsey ATLANTIC Randolph Tucker Chief ESG Officer & Company SAVE AMERICA'S PARKS NAACP TOPS 4 David Harris Chief Operating Officer Spectrum INGG CARROLS Tri-State Law Enforcement Foundation 5#6Proposed Transaction Summary Seven Oaks Acquisition Corp. is proposing a business combination with Boxed, an e-commerce platform selling bulk, high-repeat essentials that serves B2C and B2B customers and expects growing SaaS revenue in the future • Valuation implies an estimated pro forma Enterprise Value of $640mm (2.1x 2022E Revenue of $306M) Existing Boxed shareholders will own 62% of the pro forma equity - no secondary selling • 30% of SVOK Founder Shares deferred, and $1M Founder Shares allocated to an ESG foundation Transaction is expected to close in Q4'21 ● ● TRANSACTION OVERVIEW TRANSACTION FUNDING The transaction will be funded by a combination of Seven Oaks cash held in a trust account & proceeds from the PIPE financing, and convertible notes issuance with Boxed & Seven Oaks equity rolling into the deal 1) Assumes 0% redemptions from SVOK Trust Transaction is expected to result in an estimated $334 million of cash to the balance sheet to invest in marketing and customer acquisition, assortment expansion, B2B growth and the expansion of the fulfillment network¹ 6#7Veteran team. Deep industry knowledge. 0 0 DJ Williams Chief Business Development Officer 17+ years of managing retail and wholesale strategic partnerships Chieh Huang Co-founder / CEO 10+ years of experience in CEO / executive leadership roles Jared Yaman Co-founder / COO 10+ years of experience in technology, product & operational leadership roles in technology organizations Anthony Oland Chief People Officer 15+ years experience across breadth of HR functions with a focus on Diversity and Inclusion. First Alison Weick CMO/ GM of Retail 20+ years of retail & e- commerce strategy and marketing experience Andrea Chesleigh VP, Product 15+ years of Product experience in e-commerce and retail GREYCROFT Mark Zimowski CFO 9+ years of strategic financial planning, business operations and investing experience Joseph Bobko VP, Transport. & Logistics 38+ years of deep experience in e-commerce transportation and logistics GGVCAPITAL Chris Cheung Co-founder / CCO 10+ years of creative leadership, digital design and product design SUPPORTED BY A RENOWNED INVESTOR BASE 39 Jason Dolatshahi VP, Data Science 10+ years of experience of e- commerce-related data science thought leadership Hamilton Lane AMERICAN EXPRESS Cindy Wang Chief of Staff 10+ years in strategic business development, partnerships and business planning AEON 7#8B APPLESAUCE FRUITMOJIS WILLD FRUIT FLAYORED SNACKS 4889 60 TALK SMACK 24 PARS LIT JACK D Greenies ORIGINAL MORE FLAVORS Hone Cheer REAL HONEY Pampers baby-dry Cutz Arutz Honey West MICRO www. 20BARS LARABAR LARABAR " PLANTERS YE Honey Nut Cheerios pepsi pepsi Dove Dove Kraft macaroni & CHeese pepsi pepsi e V pepsi pepsi pepsi pepsi pepsi pepsi Boming Annies CHEENIT OATMEAL MIER ADICTV 189 boxes- FLAYOR VARIETY PORA Meet Boxed ACKPOT Mutue COTY GOLB Tide MEGA ✓ GAD PODS 3.12 10 GLAD FORCEFLEXPLUS STRE 1 BOXEL Lysol 3X STRING Lysol & BACTERIA CITY Weeney Windex BOXER Cascade#9How Boxed Works 1. We are an e-commerce platform selling bulk, high-repeat essentials to consumers and businesses. 2. We monetize the proprietary technology that powers our core business through advertising, marketplace and software solutions. f S HEINZ TOMATO KETCHUP PRINCE & SPRI PREMIUM ULTRA SO BATH TIS STING ABSO BOXER PLYSHEETS/ROUL-4 INX 480 PRINCE & SPRING MOUNTAIN TRAIL MIX 9#10How Boxed Works 09 Boxed Marketplace Customers re-enter top of funnel to maintain sticky engagement Customer traffic driven by need to stock up on household and business essentials High AOV orders allows for higher margins Further margin enhancement driven by proprietary advertising platform Revenue share from 3P sellers in adjacent categories CRM reminds customers to replenish 器 Boxed SaaS Technology constantly improving and monetized through SaaS partnerships 10#11Why Customers Chose Boxed Millions of Times OS 3.1-5-8-2 GLAD ORCEFLEX PLUS 11 Lysol Lysol Kleeney Windex BOXER Convenience Curated, simple to browse assortment enables discovery of new products and large baskets (8 items per order) Jaco Casi unty ou Bulk Customers are looking for an easy way to stock up and a simple way to buy bulk, without the required membership fees (a) Reflects NPS from 6.4k survey respondents collected during Q1'21 YTD period IT'S TIME TO... #RETHINKPINK MORE FOR RAZORS S TAX FOR SALES T FEMININE HYGIENE PRODUCTS MORE FOR DEODORANT MORE FOR BODY WASH MORE FOR SHAVING GEL Brand A resonant brand known for doing right for our customers, employees and society 114 Deal of the Week Soundry W BOXED 20201 Mobile First 60%+ of all orders are placed on mobile, making Boxed a leader in mobile BOXER NPS = 69(a) A seamless experience, efficient fulfillment and award-winning customer service yields highly satisfied customers 11#12Big Baskets of Everyday Essentials Customer # of Items / Order(a) Average Order Value(a) % of FY'19 Core GMV(b) FORCEFLEX Boxed B2C BOXED HAF 12-20 Households in communities typically away from Costco 8 items $96 76% (91% in FY'20) Boxed B2B UNITED Corporations & SMBs 15 items $198 24% (9% in FY'20) (a) Statistics reflect 2020 metrics for B2C business and 2019 metrics for B2B business (b) Core GMV defined as total basket value of goods sold on platform gross of any promotions, discounts, credits, or rewards used; inclusive of service fees and taxes; core GMV excludes "Other GMV* 12#13Boxed Plans to Achieve $1BN in Sales and a 30%+ Gross Margin by 2026 Note: FYE December $187 2020A NET REVENUE ($M) 33% CAGR $1,031 2026F 14% 2020A GROSS MARGIN +16 pts 30% 2026F 13#14Key Investment Highlights 1. $100BN+ rapidly growing online grocery market 2. Coveted B2C brand delivering a seamless shopping experience for everyday bulk-essentials 3. Compelling B2B offering primed for post-COVID rebound 4. Proprietary end-to-end e-commerce platform 5. Monetization of our technology 6. Proven commitment to ESG mission 101 BOXED Buy bulk at Boxed.com#151. $100BN+ rapidly growing online grocery market Online Grocery Growing Rapidly Boxed Increasing Share in $31BN+ "Other" Segment TOTAL GROCERY E-COMMERCE SALES ($B) Grocery e-commerce (% of Total) $106 2020 10% +19% CAGR $248 2025 21% ONLINE GROCERY PENETRATION BY COUNTRY U.S. Penetration Rate Estimated at 21% by 2025 21% 11% 10% USA 14% UK Current Penetration Rate Projected Penetration Rate 20% China TAM OF ALL OTHER ONLINE GROCERY RETAILERS Estimated at $31B in 2020 $31 $75 2020 All Other Online Grocery 29% (% of Total) Source: Wall Street Research, Reuters, Kantar Research, Forrester Research, FMI U.S. Grocery Shopper Trends, 2020 and Mercatus - The Evolution of the Grocery Customer, 2020 $63 $154 2024 29% All Other Online Grocery amazon COSTCO WHOLESALE Walmart 15#162. Coveted B2C brand delivering a seamless shopping experience for everyday bulk-essentials B2C The simple way to stock-up on bulk essentials • ~50% ages 25 – 49, majority Female, 46% have children in home Highly engaged repeat customer base Rapidly growing recurring revenue streams through loyalty offerings 452K 2020 Active Customers(a) $96 2020 Average Order Value $158M 2020 GMV 112% 2020 BoxedUP GMV YOY Growth %(b) (a) # of distinct B2C customers placing at least 1 order during 2020 (b) BoxedUP GMV reflects $ GMV from customers who at the time of order were enrolled in the BoxedUP loyalty program Cutz THE Hongy Wheat PARTZELS unt SUPER Bounty 1 SUPER Bounty 1 SUPER Bount BOLIN Bounty BOXED pod balle Parchment Paper babecer Parchment Paper BOXED 78A 16 Fa#172. Coveted B2C brand delivering a seamless shopping experience for everyday bulk-essentials Prince & Spring Private Label Compelling value that drives customer loyalty ~125 SKUs with plans for expansion Quality targeted at national brand equivalent or better Provides customers value while increasing profitability 7% 2020 Private Brand SKU Penetration (¹) 55% Repeat Customer orders include a Private Brand Product (²) (1) (2) (3) 14% 2020 Private Brand Net Product Sales Penetration (²) +6pts 2020 Private Brand net product margin vs. total Reflects % of total unique SKUs sold which were Private Brand; excludes 3rd party marketplace SKUs that are not available in all locations "Net product sales" defined as variant selling price x units sold; net product sales is a management operating metric and is not intended to reflect or be a substitute for GAAP-reported financials Reflects FY'20 time period NFILTERED 9.5+ PH TER LLED ALKALINE WATER OLYTES FOR TASTE TTLES (406 FL OD 12-IL BOTTLES (12) 20 HONEY CLEAR CUTLERY PREMIUM STRENGTH 180 120 60 FRUITMOJIS™ MIXED FRUIT-FLAVORED SNACKS NATURALLY FLAVORED 60 PRINCE & SPRING TO S U TALKIN' SNACK?! ORGANIC APPLESAUCE POUCHES SOUTHEA PRINCE & SPRING ORGANIC DONUT SHOP BLEND COFFEE PODS NUTTY-SMOOTH-LIVELY П ULTRA PLATES 300 CT-6% IN-17.4m EB/ PISTACHIOS ROASTED & SALTED BREAKOUT NOT OF THE YEAR VENDER MELON JAMOMIL PRINCE & SPRING ALMOND BUTTER ORGANIC WHITE QUINOA KEEN-wah PREMIUM LAUNDRY DETERGENT FRESH SCENT PREMIUM ULTRA SOFT - BATH TISSUE - LONG LASTING ABSORBENTSEPTIC SAFE 5-6 HOLL FACE-2002-FLY SUHEELS/ROM-4 IND:413102.X 102-)-6867 39 ORGANI PEANUT BUTTER XE LUNCH BAGS 17#182. Coveted B2C brand delivering a seamless shopping experience for everyday bulk-essentials Delightful Experience Drives Loyalty Michele Slack @aBombChele 2nd shipment from @BoxedWholesale received today. 444 it takes A LOT to impress me. I'm impressed. Edie @jerseyoriginal I may be addicted to the @Boxed Wholesale app. I may need to buy a cabinet just for this stuff. Lol. XE Miss Savage [Comm OPEN] @MissSavage How cute is it that when @Boxed Wholesale ships your order you get a selfie!! + YOUR BOX'S SELFIE Lady Dee @diane_spicer @Boxed Wholesale Made my 1st order and was shocked at the time it took from placing my order, to receiving my order. I especially loved the box selfie. I'm impressed and have already spread the word. You're a life saver.... Thank you! *Source: Third-party consulting firm research customer survey data Hagerstown Area Youth Soccer Lea... @ayso627 Thanks to @Boxed Wholesale! Ordered this last night, arrived in less than 24 hours. Now our league stock concessions before the season starts. #supershipper #ayso627 #feedtheplayers Taniel ItsTaniel @itstaniel 6d #newmom tip - @BoxedWholesale is a lifesaver when you have no time to lug big items with your baby in tow #girl ain't nobody got time for that sorry @Costco / @BJsWholesale @parenting @HuffPostParents @WhatToExpect 92% BOXED Online Customer Satisfaction* 92% 83% chewy COSTCO WHOLESALE 81% sam's club <> 80% 77% amazon fresh Kroger 18#192. Coveted B2C brand delivering a seamless shopping experience for everyday bulk-essentials A Look at Our Customers % of Users More Likely to Be Value Prop % of BoxedUP Customer Base TAM (# of Households) % Household Penetration(a) BACKROADERS 36% Rural, rent, single, far from Costco Live far from Costco Like value of bulk sizes Enjoy promos and giveaways Small business mentality, anti-Amazon 42% 54m 0.21% Note: Boxed analysis based on segmentation data as of Dec'20 (a) Reflects # of distinct customers placing at least 1 order during 2020 applied to total household TAM SMALL TOWNERS 33% Rural/suburban, married, own home Stocking up for the family Like the value in bulk sizes with no membership fee Small business mentality, anti-Amazon 32% 40m 0.35% PLEASANTVILLERS 20% Suburban, married, parents Stocking up for the family Like the value in bulk sizes with no membership fee Convenience 17% 19m 0.64% . . URBANITES 11% Urban, close to Costco Convenience Ship heavy items like seltzer Don't want to spend free time at wholesale clubs 9% 8m 0.68% 19#202. Coveted B2C brand delivering a seamless shopping experience for everyday bulk-essentials B2C: Poised For Dynamic Growth $109 2019A $14 B2C GMV ($M) $158 36% CAGR 2020A BOXEDUP GMV ($M) $29 $977 2026F $425-480 Transaction Proceeds Driving Growth 1. Increased marketing investment expanding brand awareness and driving customer acquisition 2. Expansion of product assortment (e.g., Healthy / Organic, Pet, Home, etc.) to capture increased wallet share ● ● 3rd party marketplace tech enables expansion in high margin, capital-efficient manner Private label drives loyalty and delivers further margin upside 3. Drive recurring revenue through expansion of BoxedUP loyalty and auto-ship 20#213. Compelling B2B offering primed for post-COVID rebound B2B B2B procurement through a B2C-like experience Higher AOVS, retention, & profitability Blue Chip customer base across SMB and enterprise Proven track record of rapid growth pre-COVID ● 24K 2019 Active Customers(a) $198 2019 Average Order Value $35M 2019 GMV $1.5k 2019 GMV per Customer (a) # of distinct B2B customers placing at least 1 order during 2019 54% GMV CAGR '15-'19A UNITED 21#223. Compelling B2B offering primed for post-COVID rebound B2B: Primed For Post-COVID Rebound $35 2019A B2B GMV ($M) COVID Impact $16 2020A 56% CAGR UNITED AIRLINES Fortune 500 companies $241 SELECT B2B CUSTOMER SEGMENTS RIGHT AT SCHOOL 2026F SUCCESS ACADEMY CHARTER SCHOOLS Education / Non-for Profit Clear Growth Strategy 1. COVID rebound expected to drive meaningful tailwinds for growth 2. Expand sales force targeting attractive sectors 3. Optimize assortment for B2B customers OFFICELUV Tech / SMB 22#234. Proprietary end-to-end e-commerce platform Comprehensive In-house Tech Platform BOXED TECHNOLOGY BOXED Storefront User Experience Personalization Omnichannel + Business Ops Unified Data Platform Tools Supply Chain + BOXED SIGN UP BOXED PASS A smarter way to shop monthly s month Seller Tech Marketplace Ad Tech Custom Integration + VERTICALLY-INTEGRATED TECHNOLOGY PLATFORM BILA BOXED AUT Automation In-house Robotics Customizable Software Human-integrated 23#244. Proprietary end-to-end e-commerce platform Delivering Outsized Order Values $100 ✓ UX built for simplicity & discoverability ✓ Curated product selection ✓ Fast & convenient ✓ Subscription optionality ✓ Seamless checkout BOXED Source: Third-party consulting firm research, 1010 Data (The State of Grocery 2018) Note: Figures from June 2018 1010 Data report and per third-party consulting firm research; Boxed figures reflect 2020 data $85 Bulk Wholesale $60 Pure-Play Online AVERAGE $45 Traditional Grocery 24#254. Proprietary end-to-end e-commerce platform Flexible, Efficient Fulfillment & Logistics Platform Efficient inventory management 11x average inventory turnover 90% delivery availability within 2 days or less Proprietary robotics and fulfillment software ~$1M in capex & ~30 days to stand-up new facility Boxed robotics supports low-cost expansion Current State 2020A ANNUAL CAPACITY ~4.5M+ Orders / ~35M+ Items Future State 2026E ANNUAL CAPACITY ~12.5M Orders / ~100M Items 2.7x Capacity 10-15% Savings ADDITIONAL FULFILLMENT CENTERS YIELD Est. Cost Growth 25#26A look inside#275. Monetization of our technology Monetizing the Technology Platform M Ad Tech % OF GMV <1% ▶4%+ Today Opportunity BOXER Marketplace % OF GMV 1% - 25%+ Today Target 2026E AEON MALL A TICLE ALUAR L EMEND SaaS NET REVENUE $12M ➡$106M Today (Contracted) Target 2026E 27#285. Monetization of our technology SaaS: Opportunity Boxed has created one of the few white-label omnichannel platforms that is vertically integrated from front-end software all the way to automation hardware. Boxed SaaS Platform is... ✓ Built by Operators ✓ Single Cohesive Platform Built to be Cost Effective ✓ Prioritized for Speed to Market 16- 28#295. Monetization of our technology SaaS: Execution End-to-end Omnichannel E-commerce Launch with ~$80bn Global Retailer High margin, recurring software revenue Rapid 6-month launch Opportunity for worldwide expansion Leading to broader monetization of Retail Software offerings SaaS Net Revenue ($M) $12 FY¹21F $13 FY'22F $27 FY'23F $42 FY¹24F $69 FY'25F $106 FY¹26F AEON AEON X BOXED#306. Proven commitment to ESG mission Leading Environmental Less Waste Large, consolidated orders reduce boxes and energy consumption. One large shipment produces up to 30% less carbon impact from packaging materials as compared to several shipments* *Source: Third-party consulting firm research Majority Minority Over half of our corporate office team nationwide identifies as an ethnic minority. A rare statistic yielding diversity of thought. and Social Programs Stepping Up Valuing our team with a strong benefits and workplace offering. This powerful approach drives efficiency and hourly team loyalty (avg. tenure of >2 years) Fighting Inequality We are a leader in the fight against the Pink Tax where women are unfairly taxed on feminine care and "pink" products. We do the right thing. 30#31BOXER Financials BOXER BOXED 1 BOXED BOXED BOXED BOX 31#32Transaction Proceeds Fund Growth Acceleration B2C B2B Supply Chain Software Monetization Net Revenue ($M) Marketing Spend ($M) Avg. # SKUs Offered BoxedUP GMV Penetration %(a) B2B Sales Reps # of FCs Fulfilled by Boxed Offering SaaS Revenue Ad-tech Rev % of Total Rev (a) BoxedUP member GMV $ contribution/ (B2C + B2B GMV $) TODAY (FY'20) $187M $5M (FY'19 - $21M) ~2k 17% 3 X $12M (contracted for FY'21) <1% FUTURE (FY'26E) $1.0BN $66M 4k+ ~35-40% ~30 8 $106M 2.5-3.5% 32#33Rapid GMV Growth Poised for Acceleration w/Incremental Funding Marketing investment Assortment expansion Loyalty program investment / enhancements ● ● ● ($M) $109 2019A $158 $173 2020A B2C 2021F 36% CAGR $265 2022F $397 2023F $561 2024F $748 2025F $977 2026F Primed for Post-COVID Rebound Industry tailwinds from post-COVID recovery Expanded sales force focused on core verticals Assortment optimization for B2B ● ● ($M) $35 2019A COVID impact $16 2020A $23 B2B 2021F 56% CAGR $53 2022F $88 2023F $132 2024F $184 2025F $241 2026F 33#34Prolific Margin Expansion Opportunities with Scale Retail Gross Margin % +9 pts 5% 2018A +10 pts 14% 2020A > 24% 2026F Estimated Increase +2-4 pts +1.5-2.5 pts 2-4 pts 1+ pts 1+ pts 2 3 4 5 1 Vendor Negotiations and Trade Funding ● ● 2 Ad Tech Monetization LEVERS TO DRIVE MARGIN EXPANSION ● Improved pricing and increased vendor promotional funding as the business scales ~5x over next 5 years 3 Broaden Product Assortment ● Opportunity to monetize an additional 2.5+ pts with release of new offerings and increased vendor adoption ● 4 Customer Retention Optimize product mix, including private label Leverage high margin marketplace offering for category expansion Improved retention delivers higher margin customer (high AOVS) Increased loyalty program & subscription revenue 5 Supply Chain Optimization Fulfillment center buildout reduces time in transit & lowers shipping costs 34#35Model Overview COMMENTARY 1 GMV expected to re-accelerate beginning in H2'21, with FY'22F growth of 50%+, driven by reinvestment in marketing, B2B rebound, and launch of 3P marketplace 2 Launch & expansion of high margin SaaS business with upfront investments in FY'21 & FY'22 3 +16 pts of gross margin expansion from FY'20 to FY'26E, supported by proven history combined with new capital infusion & SaaS expansion 4 H2'21E capital infusion of $300M+ enables top-line growth acceleration through increased marketing investment, growth in B2B sales force, FC expansion, & scaling teams to support further technology monetization 5 Proprietary fulfillment technology & robotics enables efficient capital-light model, delivering strong working capital & capex dynamics $M(A) GMV BREAKDOWN (RETAIL) (B) B2C GMV B2B GMV Other GMV Total GMV YOY Growth % Net Revenue (Retail) Net Revenue (SaaS) Net Revenue YOY Growth % Total Gross Profit Gross Margin (Total) % Adj. EBITDA Adj. EBITDA Margin % Change in Net Working Capital Capital Expenditures (PPE) FY'19A 5 $109 35 45 $189 27% 3 ADJ. CASH OPERATING COSTS (C) Advertising Costs Fulfillment, Staff & Overhead Total $174 $174 24% $10 6% $21 44 $65 FY'20A $13 (2) $158 $173 23 37 $203 $233 16 29 7% 15% $187 $187 8% $26 14% FY¹21F FY¹22F FY¹23F FY¹24F FY'25F FY¹26F $5 39 $44 $200 12 $212 14% $31 15% $35 55 $89 ($55) ($18) ($59) (32%) (10%) (28%) ($3) $10 (0) $265 53 42 $360 54% $294 13 $306 44% $49 16% ($68) (22%) $397 88 47 $532 48% $2 $402 27 $429 40% $39 $45 77 101 $117 $146 $90 21% ($56) (13%) $9 $561 132 52 $745 40% $538 42 $580 35% $142 24% $52 127 $179 ($37) (6%) $10 (3) $748 184 58 $990 33% 69 $780 35% $711 $925 106 $59 154 $213 $3 0% $977 241 64 $216 $313 28% 30% $13 (3) $1,282 29% Note: 2019 audit was performed under AICPA standard and is subject to change with PCAOB step-up; 2020 figures subject to final review and audit adjustments (a) Financial projections are not reflective of potential revenue upside or cost savings associated with the proposed commercial partnership with Palantir, nor do they include the associated software licensing expenses, which are expected to be $20M in total, incurred over the next 5 years; actual results may vary depending on, among other things, exact timing of deSPAC transaction, final funding amount, & execution of commercial agreement (b) Retail Segment GMV defined as total basket value of goods sold, gross of any customer promotions, discounts, credits, or rewards used, and inclusive of shipping fees, service fees and taxes (c) Excludes non-cash depreciation, amortization, and stock-based compensation expenses; excludes one-time cash costs including certain severance and executive recruiting fees, consulting fees, & transaction-related costs $1,031 32% $66 184 $250 $63 6% $24 (3) 35#36Rate & Valuation 226 VEXELENTED macaron& CHeese 12 The Taste Transaction Overview Kraft macaroni & CHeese 280 The products your the smallest prices COMP mous 19 36#37Transaction Overview STRUCTURE Boxed will merge with Seven Oaks Acquisition Corp (SVOK) at a pro forma enterprise value of $640M Represents attractive relative valuation of 2.1x 2022E revenue Boxed shareholders maintaining 62% ownership No secondary selling 30% of SVOK Founder Shares deferred 15% vest at $12 share price and 15% vest at $14 share price $1M of SVOK Founder Shares allocated to ESG foundation PRO FORMA ENTERPRISE VALUE Pro forma shares outstanding (c) Illustrative share price Pro forma equity value(c) Pro forma convertible debt to balance sheet(b) Pro forma cash on balance sheet(c) Pro forma enterprise value Pro forma EV/2022E revenue ($306M) 88.7M $10.00 $887M $87.5M ($334M) $640M 2.1x EST. SOURCES (AS OF 9/30/21E) $259M $32.5M $87.5M Convertible senior notes (b) Boxed equity(c) $550M Seven Oaks founder shares(d) $45M Cash in trust PIPE investment(a) TOTAL SOURCES $974M EST. USES (AS OF 9/30/21E) Boxed Shareholders 62% Cash to balance sheet Boxed equity (c) Seven Oaks promote(d) Debt paydown Est. fees and expenses TOTAL USES PRO FORMA OWNERSHIP AT CLOSE (@$10.00 PER SHARE) Q SPAC Public Investors 29% SPAC Sponsor 5% PIPE Investors 4% $334M $550M $45M $5M $40M $974M Note: Analysis assumes 0% redemptions from SVOK Trust and does not include impact of potential dilution from warrants a) Pursuant to a subscription agreement with SVOK, Palantir will invest an aggregate of $20M in exchange for 2M shares of SVOK Class A common stock, subject to certain closing conditions, including SVOK having at least $175M at the closing (after redemptions); in consideration of such investment, Boxed will enter into a commercial partnership agreement with Palantir with associated software licensing expenses totaling $20M over 5 years b) 5-year unsecured $87.5M convertible notes bearing a coupon rate of 7.00% and a conversion price of $12.00 c) Calculated on a fully diluted, net exercise basis; for simplicity, pro forma equity value & pro forma cash on balance sheet assumes Boxed balance sheet cash of $0 at close d) Excludes 1.9M pro forma founder shares that will remain subject to vesting and vest only upon achievement of share price performance thresholds detailed above; 125K shares of SVOK Founder Shares will be transferred to a fund managed by the lead Convertible Note investor, who is also participating in the SVOK Class A common stock PIPE investment 37#38Valuation EV/2021E Revenue 3.0 x BOXED 2.1 x 9.4 x EV/2022E Revenue BOXED POSHMARK 7.2 x POSHMARK ATTRACTIVE ENTRY VALUATION RELATIVE TO COMPARABLE PUBLIC COMPANIES 8.1 x 5.6 x E-COMMERCE 6.2 x 4.8 x 4.8 x 4.4 x E-COMMERCE 4.0 x FARFETCH Cocado REVOLVE BARK chewy THG wayfair Source: Publicly available information. Note: Market data as of April 5, 2021 3.8 x 3.2 x 3.6 x Median: 4.6x 3.2 x 2.9 x 2.3 x Median: 3.6x 1.9 x FARFETCH Cocado REVOLVE chewy BARK THG *wayfair 12.0 x MARKETPLACE 10.0 x 4.2 x Etsy ebay 3.9 x Etsy ebay Median: 3.3x 2.5 x MARKETPLACE STITCH FIX 2.1 x 2.3 x Median: 3.0x STITCH FIX wish 1.9 x wish 35.0 x shopify 26.0 x shopify SAAS Median: 21.5x 13.8 x 21.5 x BIGCOMMERCE WIX SAAS Median: 17.5x 17.5 x 11.0 x BIGCOMMERCE WIX 38#39Valuation (con't) 2021-23E Revenue CAGR 42.3% BOXED 4.4 38.3% BOXED ATTRACTIVE ENTRY VALUATION RELATIVE TO COMPARABLE PUBLIC COMPANIES 32.3% 30.1% BARK FARFETCH 2.1 POSHMARK 2021-23E Gross Margin Growth (pts) 1.3 0.5 E-COMMERCE chewy FARFETCH Cocado 20.6% THG REVOLVE wayfair chewy Clocado E-COMMERCE 0.5 18.2% 17.6% P POSHMARK Source: Publicly available information. Note: Market data as of April 5, 2021 0.4 Median: 19.4% 0.4 17.5% 16.9% Median: +0.5 pts (0.0) (1.4) THG wayfair REVOLVE BARK 23.5% MARKETPLACE 3.3 20.0% Etsy wish 1.3 Median: 18.7% wish Etsy 17.5% MARKETPLACE STITCH FIX 0.5 5.1% Median: +0.9 pts STITCH FIX ebay 0.1 ebay 40.9% shopify 0.1 BIGCOMMERCE SAAS Median: 22.8% 22.8% WIX BIGCOMMERCE SAAS 18.8% Median: -0.8 pts (0.8) shopify (1.0) WIX 39#40HED FACE CLOROX DISINFECTING WIPES Honey Nut 26ch 161 FORCEFLEX CLOROX DISINFECTING VALE PACK 140 13 Gallon Kitchen Bags WIPES Sc Ziploc Conclusion GUSTAT 500 LEAN ROXED fillogg's Nutri Grain 48 Tide Swiffer SWEEPER WET METOOMINEMES342500 60 ays Kuf macarons CHEESE 18 Mtand Jific 80 gad OREO Welch's Fruit Shacks OREO DRO 32 Ce 100 Calories GAD QUAKER OATS ULD FASHIONED BOOM CHICKA CHICKA POP ZANKER BOOMCHICKAPOP SNACK PACKS 12-20 Bounty 40#41BOXED The Opportunity 1. $100BN+ rapidly growing online grocery market 2. Coveted B2C brand delivering a seamless shopping experience for everyday bulk-essentials 3. Compelling B2B offering primed for post-COVID rebound 4. Proprietary end-to-end e-commerce platform 5. Monetization of our technology 6. Proven commitment to ESG mission elch's Shacks OREO boxed.com ve in bulk, your door. BOOMCHICKAPOR 12-20 SNACK PACKS B Bounty 41#42ROXED The products you love in bulk Appendix 42#43Seven Oaks Acquisition Corp Overview Gary Matthews has Extensive Operating History CEO OF IES HOLDINGS (IESC) Oversaw a turnaround with significant increases in EBITDA and share price over 18 months as CEO Gary Matthews hired as CEO $50 $45 $40 $35 $30 $25 $20 Manna Pro nurturing life. $15 $10 Jan-17 Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 ~100% Increase Oct-19 Jan-20 Apr-20 TM Jul-20 MANAGING DIRECTOR AT MORGAN STANLEY CAPITAL PARTNERS 12 years experience investing in and managing portfolio companies Oct-20 ogle. ● ● ● Drove results with improved operations Secured accretive acquisitions ESG improvements including US Army hiring program Created electrician training centers recruiting heavily from a diverse population • Increased diversity and inclusion on the management leadership team ● Learning pathway creativecircle Caregroup TOPS Friendly Markets HBF HOJEIJ BRANDED FOODS 43#44Seven Oaks Acquisition Corp Overview CFO & COO with Investing & Non-Profit Experience DREW PEARSON, CHIEF FINANCIAL OFFICER During a 20+ year career at General Atlantic, Mr. Pearson gained investment experience across a variety of sectors including software and technology-enabled services while rising to the level of Global Head of Portfolio Management DAVID HARRIS, CHIEF OPERATING OFFICER After beginning his career as a CPA with Price Waterhouse, Mr. Harris has spent 30+ years on Wall Street with experience in mergers & acquisitions and corporate finance as an investment banker, investor and board member . ● . GENERAL ATLANTIC Former Managing Director, Chairman of the Portfolio Committee and Global Head of Portfolio Management Established and executed the firm's global liquidity and value-creation targets Lead the development and implementation of the firm's risk management parameters ABN AMRO ING Served as a Managing Director and Sector Head of the Retail, Consumer & Leisure investment banking group Led a large number of M&A and financing transactions in various industries . ● blossom hill FOUNDATION Non-profit providing fellowships to social entrepreneurs developing ideas to help children affected by conflict Blossom Hill supports children through four core pillars: Technology, Education, Child Development and Job Training Drew serves as Treasurer and Director GRANT President of Grant Capital since 2002 Leads investment efforts, sourcing, acquiring and managing minority and majority ownership positions in the consumer and business services industries Bridges to Community building communities, changing lives Non-profit leading service trips to build schools & homes in Nicaragua & the Dominican Republic Served as Treasurer and continues to be active in fundraising 44#45Seven Oaks Acquisition Corp Overview First SPAC with a Dedicated Chief ESG Officer¹ RANDY TUCKER, CHIEF ESG OFFICER ● UFCW a VOICE for working America Mr. Tucker brings a wealth of managerial experience across a broad range of labor and non-profit organizations emphasizing various ESG principles and social impact missions including diversity, land use, healthcare quality, and access to education. In addition, he also has deep experience in insurance services and managing corporate employee benefits (current Vice President of Employee Benefits at USI Insurance Services). Started his career with the United Food & Commercial Workers Union in 1995 Fought for workplace safety for more than 5,000 members Became Secretary Treasurer in 2004 and Chairman of Health & Pension Funds in 2010 • Chairman & Trustee of the Pension Fund LOVANCEMEN FOR THE M NAACP 11 NAACP From 2004 to 2012, Randy served under Civil Rights icon Dr. Annie B. Martin as First Vice President of the New York Branch FYTYNA Randy served as President from 2012 to 2014, over which time he oversaw all monthly Board and membership meetings Served as Chairman of two Annual Fundraisers (1) Based on review of SPAC IPOs completed prior to Seven Oaks Acquisition Corp's IPO in December 2020 ● SAVE AMERICA'S PARKS Randy served as Director of Development for Save America's Parks, helping raise capital to alleviate budgetary challenges Randy helped arranged for numerous skilled union volunteers to provide labor and other assistance to address backlogged repairs and maintenance projects facing America's Parks ● ● Tri-State Law Enforcement Foundation Vice Chairman of the Tri-State Law Enforcement Foundation, which works with top law enforcement officials in NY, NJ, & CT The Foundation provides support to families of officers in times of need, offers scholarships to children of fallen officers, and works to foster cooperation between law enforcement agencies and their local community 45#46OXER The products you love in bulk Financial Pack 46#47Boxed Key Growth Pillars 1. Increase Marketing Investment > Deliver strong GMV growth supported by proven track record of customer acquisition 2. Expand Product Assortment > Drive higher AOV & capture incremental wallet share from existing customers > Improve conversion rates & customer retention 3. Invest in Expansion of BoxedUP and B2B ➤ Improved recurring revenue base Increased order frequency and spend per user f S HEINZ TOMATO KETCHUP PRINCE & SPRI PREMIUM ULTRA SO BATH TIS STING ABSO BOXER PLYSHEETS/ROUL-4 INX 480 PRINCE & SPRING MOUNTAIN TRAIL MIX 47#48Increase Marketing Investment Proven track record of delivering growth through marketing investment New Customers (K) Marketing Spend ($M)(¹) 173 $9 FY¹15 YOY GMV Growth: 302 $20 FY'16 +125% ANNUAL NEW CUSTOMERS 304 $20 FY'17 +51% 218 $12 FY'18 +6% Notes: (1) Marketing spend includes acquisition cost and other non-working marketing spend. Marketing spend divided by new customers is not reflective of CAC 348 $21 FY'19 +27% 257 $5 FY'20 +7% +44% - B2C (-53%) - B2B 48#49Expand Product Assortment Expansion into adjacent categories unlocks a +$593bn opportunity (+124% potential increase in wallet share) Boxed Total Market Opportunity Pet Boxed Expansion Categories Baby Home Goods Grocery Fresh Boxed Core Categories Today Beverage Snacks Beauty Vitamins Household Personal Care Source: U.S. Bureau of Labor Statistics, Statistica.com, Global Newswire Note: Market data reflects estimated 2019, 2020 & 2021 U.S. household spend in addressable categories $1.1 Trillion $593B $480B US Household Spend on Addressable Categories 124% Wallet Share Lift Potential 49#50Invest in Expansion of BoxedUP and B2B BoxedUP and B2B customers are more loyal, order more frequently, & spend more per user BoxedUP (2) B2B Notes: (1) "BoxedUP" & Avg B2C data reflected as of Q1'21; B2B data reflected as of Q1'20 (2) "BoxedUP" customers are included in both B2C and B2B sub-segments Orders / User (1) +1.7x Avg B2C Customer +1.8x Avg B2C Customer GMV / User (1) +55% Avg B2C Customer +259% Avg B2C Customer 50#51Key Growth Levers Deliver Compelling Payback Further ROI upside driven by: 1. Expanded assortment delivering increased conversion + GMV per user 2. Increased adoption of BoxedUP and auto-save programs driving improved retention & order frequency 3. Increased B2B new customer mix driving improved retention & order frequency 4. Continued margin expansion with scale 5. Improved customer targeting & re-engagement tactics (reduced CAC + improved retention) Retail Gross Margin % Illustrative 3 Year Profit Return(¹) 14% (FY'20A) 20% (FY'24E) 24% (FY'26E) GMV Payback $470 (Today) (2) 1.4x 2.1x 2.5x 10.2x +134% increase since 2018 (1) Assumes CAC of $46 (FY'19 CAC) (2) GMV per user figures reflect weighted avg. GMV per user for Cohorts acquired from Jan'15 through Mar'18 (cohorts fully aged 36 months+) 3 Year GMV per User $588 (+25%) 1.8x 2.6x 3.1x 12.8x $705 (+50%) 2.1x 3.1x 3.7x 15.3x 51#52ROXER The products you love in bulk Risk Factors 52#53Risk Factors If we fail to acquire and retain new customers, or fail to do so in a cost-effective manner, we may be unable to increase net revenue, improve gross margins and achieve profitability. We may be unable to accurately forecast net sales and appropriately plan our expenses in the future. We operate in a market that is rapidly evolving and in which face intense competition, especially from well-established companies offering solutions and related applications. We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business. We have a history of operating losses and expect to have increasing operating losses and negative cash flow as we continue to expand our business. We only recently launched our licensing and SaaS operations and have limited experience in successfully delivering such services to customers or in marketing the offerings to a broader customer set. Our results of operations and future revenue prospects will be harmed if we are unable to increase the adoption of our offerings. Changes in product costs and availability could materially and adversely affect our business. We may be unable to source additional, or strengthen our existing relationships with, suppliers. In addition, the loss of any of our key suppliers would negatively impact our business. Food safety, quality, and health concerns could affect our business. If we fail to develop and successfully introduce new B2C and B2B offerings, or fail to maintain existing products and services that are significant to our providers and customers, or if we are unable to anticipate and respond to rapid changes in technology or industry trends, our business, growth expectations, and financial condition may be materially and adversely affected. 10. If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer. 11. Packaging and shipping products are critical parts of our business and any changes in, or disruptions to, our packaging and shipping vendor arrangements could adversely affect our business, financial condition, and results of operations. 1. 2. 3. 4. 5. 6. 7. 8. 9. 12. Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform. If we are not able to generate traffic to our website through our marketing efforts, our ability to attract new customers may be impaired. 13. The performance of our B2C and B2B offerings may be adversely affected by changes in the nature in which businesses are operated following the COVID-19 pandemic and by the timing and long-term approach toward the return to traditional workplaces and work schedules. 14. Certain trends relating to the COVID-19 pandemic have positively impacted our B2C offerings, but there can be no assurances that these impacts will be sustained through the remainder of the pandemic or in subsequent periods. 15. We rely on the performance of members of management and highly skilled personnel, and we are unable to attract, develop, motivate and retain well-qualified employees, including due to evolving labor dynamics, our business could be harmed. 16. If we do not successfully optimize, operate and manage the expansion of the capacity of our fulfillment centers, or if we lose access to one or more of our fulfillment centers, our business, financial condition, and results of operations could be harmed. 17. Our business will suffer if the market for our solutions proves less lucrative than projected or if we fail to effectively acquire and service customers. 18. If our platform fails to perform properly or if we fail to develop enhancements to resolve performance issues or respond to other user concerns, we could lose customers, become subject to performance or warranty claims, or incur significant costs. 19. Our licensing and SaaS operations are susceptible to risks associated with international operations and the use of our platform in various countries, including in emerging markets, as well as our ability to localize our platform in such countries. 20. The growth of our business depends on our ability to accurately predict consumer trends, successfully introduce new products, improve existing products, attract suppliers to list such products and expand into new offerings to respond to our users' and suppliers' changing needs. 21. Our business is moderately seasonal and weak performance during one of our historically strong seasonal periods could have a material adverse effect on our operating results for the entire fiscal year. 22. We outsource the manufacturing of our private label brand products and, as a result, any issues relating to the manufacturing of such private label brand products or claims arising from any injury or illness allegedly caused by such products could adversely affect the reputation of our private label brands or our results of operations. 23. Because we recognize net revenue from licensing arrangements over the term of an agreement, downturns or upturns in sales are not immediately reflected in full in our operating results. 24. Our Convertible Notes to be issued and outstanding after consummation of the PIPE Financing and the Business Combination may impact our financial results, result in the dilution of existing shareholders, create downward pressure on the price of our common stock, and restrict our ability to raise additional capital or take advantage of future opportunities. 25. We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes, repurchase the Convertible Notes upon a fundamental change or repay the Convertible Notes in cash at their maturity, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes. 26. We may still incur substantially more debt or take other actions that would diminish our ability to make payments on the Convertible Notes when due. 27. We may need to raise additional capital in the future to execute our business plan, which may not be available on terms acceptable to us, or at all. 28. Non-compliance with privacy and information security laws, especially as it relates to maintaining the security of customer-related personal information, may damage our business and reputation with members, or result in our incurring substantial additional costs and becoming subject to litigation. 29. Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, the Boxed Sites and marketing activities. 30. We rely on a single payment processor to provide the technology we utilize to process payments for the Boxed Sites and to offer to our customers. 31. Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our website and mobile applications and our financial results. 32. Our business depends on network and mobile infrastructure, our third-party data center hosting facilities, other third-party providers, and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our website or mobile applications or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of customers or suppliers. A failure to adequately resolve such defects and implement new systems could harm our business and adversely affect our results of operations. 33. We are subject to extensive state and federal laws and governmental regulation, including consumer protection, alcohol beverage, and website accessibility, that could impact the use of our products and potentially subject us and our users to regulatory enforcement or private litigation. We may incur material liabilities under, or costs in order to comply with, existing or future laws and regulation, and our failure to comply may result in enforcements, recalls, and other adverse actions. 34. We may be unable to adequately protect our brand and our other intellectual property rights. 35. Our failure or the failure of third-party service providers to protect our website, networks, and systems against cybersecurity incidents, or otherwise to protect our confidential information, could damage our reputation and brand and substantially harm our business, financial condition, and results of operations. 36. We are subject to risks related to online transactions and payment methods. 37. Our business could be adversely affected by increased labor costs or labor shortages. 38. If we fail to manage our growth effectively, our business, financial condition and operating results could be harmed. 53