UNDERWRITING AGREEMENT between BOXLIGHT CORPORATION and MERRIMAN CAPITAL, INC. as Representative of the Several Underwriters BOXLIGHT CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2016 • 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 Merriman Capital, Inc. (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:
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • May 13th, 2016 • Boxlight Corp • Photographic equipment & supplies • New York
THIS AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), is made and entered into effective as of May 9, 2016, 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.”
SHARE PURCHASE AGREEMENT by and among BOXLIGHT HOLDINGS, INC. BOXLIGHT CORPORATION, EVEREST DISPLAY INC. GUANG FENG INTERNATIONAL, LTD. BOXLIGHT, INC BOXLIGHT LATINOAMERICA, S.A. DE C.V. and BOXLIGHT LATINOAMERICA SERVICIOS, S.A. DE C.V. Dated: May...Share Purchase Agreement • May 13th, 2016 • Boxlight Corp • Photographic equipment & supplies • Nevada
Everest and the Seller are hereinafter sometimes collectively referred to as the “Selling Parties” and the Purchaser and the Parent are hereinafter sometimes collectively referred to as the “Purchasing Parties.” Boxlight USA, BLA and BLS are hereinafter sometimes collectively referred to as the “Acquired Corporations.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 13th, 2016 • Boxlight Corp • Photographic equipment & supplies • California
This Membership Interests Purchase Agreement (this “Agreement”), dated as of April 1, 2016 (the “Execution Date”), is entered into among Mim Holdings, LLC, a Delaware limited liability company (“Seller”) with its principal place of business at 10951 West Pico, Los Angeles, CA 90064; Mimio, LLC, a Delaware limited liability company (“Mimio” or the “Company”) “); Boxlight Corporation, a Nevada corporation (“Buyer”) with its principal place of business at 1045 Progress Circle, Lawrenceville, GA 30043; and Marlborough Brothers Family Trust, a family trust company (the “Trust”) with its principal place of business at _________________________. The Seller and the Trust are sometimes referred to individually as a “Selling Party” and collectively as the “Selling Parties”. The Company, Selling Parties and the Buyer are sometimes hereinafter collectively referred to as the “Parties.”
ContractMembership Interest Purchase Agreement • May 13th, 2016 • Boxlight Corp • Photographic equipment & supplies • California
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE THE COMPANY.
TRADEMARK ASSIGNMENTTrademark Assignment • May 13th, 2016 • Boxlight Corp • Photographic equipment & supplies
WHEREAS, HERBERT H. MYERS (the “Assignor”), with an address at 755 Blackpine Drive, Vero Beach, Florida 32926 is the owner of all right, title and interest in and to the registered trademarks and style listed below and on Exhibit A annexed hereto (collectively, the “Trademarks”); and
