Assuming

Outstanding Warrants are Net

(3) (4)
Share Description Securities Settled Notes

Shares of Common Stock Oustanding 68,587,867 68,587,867 Outstanding Shares as of 12/31/21

Shares to be issued in connection with equity consideration of $3.0m due to the sellers in connection with
Shares registered to be issued in connection with
267,141 267,141 the acquisition of MaxDelivery; equity consideration is due within 90 days of the closing date of the
Boxed, Inc. acquisition of MaxDelivery
acquisition, which occurred on December 9th, 2021

As of 12/31/21, there were 5.8m shares of Common Stock subject to outstanding options under the 2013
Shares underlying securities issued under target's old Equity Incentive Plan. Any unvested stock options granted pursuant to the 2013 Equity Incentive Plan
5,843,955 5,843,955
equity incentive plan(3) were converted into stock options in Boxed, Inc. and remained outstanding and continue to vest in
accordance with their terms following the consummation of the Business Combination
Warrants are exercisable for up to 12.9 million shares. Assumes 4.7 million shares if warrants are “net
settled” at $18.00 per share. Boxed can redeem the warrants for cash or net settle in shares if the stock
Public Warrants 12,937,500 4,671,875
trades at $18.00 per share or above for 20 trading days in a 30-trading day period. Public warrants are
exercisable at $11.50 per share. Warrants expire 12/8/2026
Private placement warrants held by the Sponsor or Permitted Transferees are exercisable for up to 5.6
million shares. Boxed does not have redemption rights with respect to the private placement warrants.
Private Placement Warrants 5,587,500 2,017,708
Assumes 2.0 million shares if warrants are “net settled” at $18.00 per share at the election of the holder.
Private placement warrants are exercisable at $11.50 per share. Warrants expire 12/8/2026
Shares underlying conversion of convertible notes 7,291,666 7,291,666 Assumes conversion of $87.5m of convertible notes into Common Stock at a price of $12.00 per share

Total FD Share Count (as-converted Basis) 100,515,629 88,680,212

Shares initially reserved for issuance under 2021

10,024,848 10,024,848 10% of total share count initially reserved under the new Boxed, Inc. 2021 Incentive Award Plan
Incentive Award Plan(5)

Shares initially reserved for issuance under 2021 ESPP(5) 2,004,969 2,004,969 2% of total share count initially reserved under the new Boxed, Inc. 2021 Employee Stock Purchase Plan

FD Shares including full impact of potential dilution

112,545,446 100,710,029
from new employee stock plans(5)
1. Data as of December 31, 2021, except as noted in this slide. All share numbers and dollar amounts are subject to adjustment for stock splits or other similar events
2. Presentation is meant to provide share counts for illustration and information purposes only and share counts stated under the column “Assumes Warrants are Net Settled” are based on the assumptions indicated. Different assumptions, particularly as it
relates to the price used for any “net settlement,” of warrants, will yield different results. These assumptions are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Boxed,
Inc.’s actual share counts may differ from those based on these assumptions and consequently, you should not rely on these forward-looking statements as predictions of future events. The information provided is not presented in accordance with
Accounting Standards Codification (ASC) 260, Earnings Per Share (ASC 260) and does not represent a computation of weighted average shares nor are the numbers appropriate for calculating Basic or Diluted EPS under ASC 260
3. Assumes the exercise price for each warrant and option issued under the 2013 Equity Incentive plan are paid in cash; warrants and options are shown on an “as-converted basis”
4. This presentation is not a complete summary of all relevant terms and conditions related to the shares or any units, including with respect to vesting or other key terms. For more information, see BOXD’s SEC filings
5. Issuance of stock units and exercisability of stock options contingent upon, and subject to applicable registration of underlying securities with the SEC. Share counts presented above reflect all shares initially reserved for issuance under the 2021 Incentive
Award Plan and 2021 Employee Stock Purchase plan. Actual share issuances may differ materially from those presented and consequently, you should not rely on these forward-looking statements as predictions of future events