SHARE PURCHASE AGREEMENT by and among BOXLIGHT DISPLAY INC., THE MAJORITY SHAREHOLDERS, LOGICAL CHOICE CORPORATION, K LASER TECHNOLOGY, INC as Shareholders’ Representative and VERT CAPITAL CORP. January 31, 2015Share Purchase Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 31, 2015 (the “Execution Date”), is made and entered into by and among:
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • Georgia
THIS AGREEMENT (this “Agreement”), dated and effective as of September 18, 2014 (the “Effective Date”), by and between LOGICAL CHOICE CORPORATION, a Nevada corporation with an address at 1045 Progress Circle, Lawrenceville, Georgia (the “Corporation”), and MARK ELLIOTT an individual (hereinafter sometimes referred to as the “Executive”).
EXCHANGE AGREEMENTExchange Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
THIS EXCHANGE AGREEMENT (this “Agreement”), is made and entered into effective as of January 31, 2015, to be effective as of September 30, 2014 (the “Effective Date”), by and among: (A) Mark Elliott (“Elliott”), John Cox (“Cox”), Operational Security Systems, Inc., a Georgia corporation (“OSS”) and The Verta Group, LLC and Tommy Duffy (“Duffy” and with Elliot, Cox and OSS, each, individually, a “Genesis Party” and, collectively, the “Genesis Parties”); (B); Boxlight Corporation (formerly, Logical Choice Corporaiton), a Nevada corporation (the “Company”); (C) Logical Choice Corporation, a Delaware corporation (“LCC”); and (D) Vert Capital Corp., a Delaware corporation (“Vert”). The Genesis Parties, the Company, LCC and Vert are sometimes referred to individually as a “Party” and collectively as the “Parties.”
LOGICAL CHOICE CORPORATION - DELAWARE Lender, and LOGICAL CHOICE CORPORATION - NEVADA Borrower, LINE OF CREDIT AGREEMENTLine of Credit Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
THIS LINE OF CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the 30th day of September (the “Execution Date”) by and among LOGICAL CHOICE CORPORATION., a Delaware corporation (the “Lender”) and LOGICAL CHOICE CORPORATION, a Nevada corporation (the “Borrower”)
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies
THIS AMENDMENT (“Agreement”) is made and entered into this 26th day of March 2015 to a SHARE PURCHASE AGREEMENT (the “Purchase Agreement”), dated as of January 31, 2015 by and among: K LASER TECHNOLOGY, INC., a Taiwan corporation, (“K Laser”), the other Persons who are listed as Majority Shareholders on Exhibit A-1 to the Purchase Agreement; 寶萊特科技股份有限公司（BOXLIGHT DISPLAY, INC.), a corporation organized under the laws of Taiwan (the “Purchaser”); BOXLIGHT CORPORATION (formerly, LOGICAL CHOICE CORPORATION), a corporation organized under the laws of the State of Nevada, United States (the “Parent”); and VERT CAPITAL CORP., a corporation organized under the laws of the State of Delaware, United States (“Vert”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies
THIS AMENDMENT (“Agreement”) is made and entered into this 1st day of May, 2015 to a CONVERTIBLE PROMISSORY NOTE (the “Promissory Note”), dated as of January 16, 2015, by and among (i) MARK ELLIOTT, an individual (“Investor”); and (ii) BOXLIGHT CORPORATION (formerly, LOGICAL CHOICE CORPORATION, a Nevada corporation (“Company”).
INTELLECTUAL PROPERTY ASSET PURCHASE AND ASSIGNMENT AGREEMENTIntellectual Property Asset Purchase • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • Washington
This Intellectual Property Asset Purchase and Assignment Agreement (the “Agreement”) is made and entered into this __ day of October 2014 by and among HERBERT H. MYERS, a United States citizen (“IP Asset Owner”) with an address at 17023 Lark Lane, N.W., Poulsbo, Washington 98370; BOXLIGHT, INC. (formerly, Display Projection Corp.), a Washington corporation (“IP Asset Licensee”) with an address at PO Box 2609, Belfair, Washington 98528; BOXLIGHT TECHNOLOGIES LTD., a Taiwan corporation (“Assignee”), with an office at 4F., No.1, Lising 6 th Rd., Hsinchu City 300, Taiwan, R.O.C.; and LOGICAL CHOICE CORPORATION, a Nevada corporation (“LCC”) with an address at 10951 W. Pico Blvd, Suite 204, Los Angeles, California 90064.
ContractBoxlight Corp • June 9th, 2015 • Photographic equipment & supplies
This letter will serve to outline our mutual agreement and understanding with regard to your becoming a member of the board of directors (the “Board”) of Boxlight Corporation, a Nevada corporation (“Boxlight”). It is understood that you will become a member of the Board of Boxlight effective as of the date of this letter agreement.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies
THIS AMENDMENT (“Agreement”) is made and entered into this 31st day of March 2015 to a STOCK PURCHASE AGREEMENT (the “Purchase Agreement”), dated as of 31, October 2014, by and among (i) DOVI BRUKER, an individual (“Bruker” or the “Majority Globisens Shareholder”) and the other individuals who have executed this Agreement on the signature page hereof (each a “Minority Globisens Shareholder” and collectively, the “Minority Globisens Shareholders”); (ii) GLOBISENS LTD., a corporation organized under the laws of the State of Israel (“Globisens” or the “Company”); and (iii) BOXLIGHT CORPORATION (formerly, LOGICAL CHOICE CORPORATION, a Nevada corporation (“LCC” or the “Buyer”).
SY SILVERSTEIN Lender, and BOXLIGHT CORPORATION Borrower, LINE OF CREDIT AGREEMENTLine of Credit Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • Georgia
THIS LINE OF CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the 3rd day of April, 2015 (the “Execution Date”) by and among SY SILVERSTEIN, an individual (the “Lender”) and BOXLIGHT CORPORATION, a Nevada corporation (the “Borrower”)
BOXLIGHT CORPORATION Lender, and gENESIS COLLABORATION Borrower, LINE OF CREDIT AGREEMENTLine of Credit Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
THIS LINE OF CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the 15th day of January (the “Execution Date”) by and among Boxlight Corporation, a Nevada corporation (the “Lender”) and Genesis Collaboration, a Georgia limited liability company (the “Borrower”)
ContractBoxlight Corp • June 9th, 2015 • Photographic equipment & supplies
This letter will serve to outline our mutual agreement and understanding with regard to your becoming a member of the board of directors (the “Board”) of Boxlight Corporation, a Nevada corporation (“Boxlight”). It is understood that you will become a member of the Board of Boxlight effective as of the date of this letter agreement.
OPTION AGREEMENT by and among LOGICAL CHOICE CORPORATION, THE MAJORITY SHAREHOLDERS, K LASER TECHNOLOGY, INC. as Shareholders’ Representative, appointed pursuant to the Share Purchase Agreement and VERT CAPITAL CORP. January 31, 2015Option Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • Delaware
K LASER TECHNOLOGY, INC., a Taiwan corporation (“K Laser”); the other Persons who are listed as the shareholders of EVEREST DISPLAY, INC., a corporation organized under the laws of Taiwan (“EDI”) on Exhibit A (“Majority Shareholders”); the Participating Minority Shareholders (as defined in the Share Purchase Agreement); LOGICAL CHOICE CORPORATION, a corporation organized under the laws of State of Nevada, USA (the “Company” or the “Parent”) and VERT CAPITAL CORP., a corporation organized under the laws of State of Delaware, USA (the “Vert”).
VERT CAPITAL CORP. Lender, and LOGICAL CHOICE CORPORATION Borrower, LINE OF CREDIT AGREEMENTLine of Credit Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
THIS LINE OF CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the 30th day of September (the “Execution Date”) by and among VERT CAPITAL CORP., a Delaware corporation (the “Lender”) and LOGICAL CHOICE CORPORATION, a Nevada corporation (the “Borrower”).
