UNDERWRITING AGREEMENT between BOXLIGHT CORPORATION and AEGIS CAPITAL CORP., as Representative of the Several Underwriters BOXLIGHT CORPORATIONUnderwriting Agreement • July 28th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
The undersigned, Boxlight Corporation, a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Boxlight Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
STOCK TRANSFER AGREEMENTStock Transfer Agreement • July 28th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
THIS STOCK EXCHANGE AGREEMENT (this “Agreement”), is made and entered this March 31, 2015, to be effective as of the “IPO Effective Date” (hereinafter defined): (A) Boxlight Corporation (formerly, Logical Choice Corporation), a Nevada corporation (the “Company”); (C) Logical Choice Corporation, a Delaware corporation (“LCC”); and (C) Vert Capital Corp., a Delaware corporation (“Vert”, on behalf of itself and as trustee and escrow agent (the “Escrow Agent”) for the existing holders of Series A preferred stock of LCC who are listed on Exhibit A annexed hereto and made a part hereof (collectively, the “LCT Minority Stockholders”). The Company, LCC and Vert are sometimes referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 28th, 2015 • Boxlight Corp • Photographic equipment & supplies
THIS AMENDMENT (“Agreement”) is made and entered into July 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”).
STOCK OPTION AGREEMENT BOXLIGHT CORPORATIONStock Option Agreement • July 28th, 2015 • Boxlight Corp • Photographic equipment & supplies
AMENDMENT 2 TO SHARE PURCHASE AGREEMENT AND OPTION AGREEMENTShare Purchase Agreement and Option Agreement • July 28th, 2015 • Boxlight Corp • Photographic equipment & supplies
THIS AMENDMENT (“Agreement”) is made and entered into this 1th day of June 2015 to a SHARE PURCHASE AGREEMENT, dated as of January 20, 2015, as amended as of March 27, 2015 (collectively, the “Purchase Agreement”) 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”).
VC2 ADVISORS, LLC 10951 W. Pico Boulevard Los Angeles, CA 90064Management Agreement • July 28th, 2015 • Boxlight Corp • Photographic equipment & supplies
