SY
SILVERSTEIN


 


Lender,


 


and


 


BOXLIGHT
CORPORATION


 


Borrower,


 


LINE
OF CREDIT AGREEMENT


 




    	 



    	 



    

 


LINE
OF CREDIT AGREEMENT


 


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”)


 


R
E C I T A L S:


 


A.The
Borrower wishes to obtain from the Lender, advances which shall be up to a maximum of $300,000 (the “Line of Credit”)
for the purpose of providing the borrower with funds necessary to complete the IPO process.


 


B.
In full reliance on the representations made by Borrower in this Agreement, Lender is willing to extend such financing to Borrower
upon the terms, covenants and conditions contained in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements contained in this Agreement, Borrower and Lender
mutually agree as follows:


 


ARTICLE
I

DEFINITIONS


 


Unless
the context clearly indicates otherwise, certain terms used in this Agreement shall have the meanings set forth below:


 


“Advances”
shall mean one or more amounts funded by the Lender to the Borrower.


 


“Business”
shall mean the business of developing and selling education, business and government products and services.


 


“Business
Day” shall mean any day of the week other than Saturday, Sunday or other day that is recognized as a holiday in the
State of Georgia.


 


“Closing
Date” shall mean the individual and collective reference to the various dates of funding of the Line of Credit and shall
include the Execution Date.


 


“Event
of Default” shall mean the occurrence and continuance of any of the events listed in Sections 6.1 or 6.2 of this Agreement.


 


“Governmental
Authority” shall mean the government of the United States, any state, province or political subdivision thereof, any
other foreign country, any multi-national organization or body and any entity exercising executive, judicial, legislative, police,
taxing, regulatory or administrative authority or power of any nature.


 


“Line
of Credit” shall mean the financing provided by Lender to Borrower under the terms of this Agreement in the maximum
principal amount of Three Hundred Thousand Dollars ($300,000).


 


“Loan
Document Fee” shall mean the amount of $10,000 due and payable on the Maturity Date to the Lender.


 




    	 



    	 



    

 


“Material
Adverse Event” means any circumstance or event that, individually or collectively with other circumstances or events,
may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted
or as proposed to be conducted.


 


“Maturity
Date” shall mean the IPO effective date, the date all sums evidenced by the Note shall be repaid in full.


 


“Tax”
shall mean all present and future taxes, levies, imposts, withholdings, duties, charges or fees of any nature whatsoever including
without limitation any customs, franchise, transfer, sales, use, business, occupation, excise, personal property, real property,
stamp, gross income, fuel, leasing, occupational, value added, turnover, excess profits, excise, gross receipts, gross profits,
registration, license, corporation, capital gains, export, custom, import, net income, taxes (or any other amount corresponding
to any of the foregoing) now or hereafter imposed, levied, collected, withheld or assessed by any national, foreign, regional
or local taxing or fiscal authority or agency, together with any penalties, additions to tax, fines or interest thereon, and any
assessments in respect of any of the foregoing, and Tax and Taxation shall be construed accordingly.


 


ARTICLE
II

AMOUNT AND TERMS OF LINE OF CREDIT


 


2.1Line
of Credit. Following the Execution Date, the Lender shall make periodic Advances to the Borrower as part of the Line of Credit
up to a maximum amount of Advances not to exceed the sum of THREE HUNDRED THOUSAND ($300,000), representing the total principal
amount of the Line of Credit (the “Principal Indebtedness”). The entire Principal Indebtedness of the Line
of Credit shall be due and payable on the Maturity Date. 


2.2
Loan Document Fee. A loan document fee in the amount of $10,000 shall be due and payable on the Maturity Date.


 


2.3Interest.
Interest shall be payable on the outstanding Principal Indebtedness at the rate of twelve (12%) percent per annum (the “Interest
Rate”). Interest at the Interest Rate shall be accrued monthly on the last Business Day of each month, commencing April
30, 2015, with the final payment of interest due and payable, together with the then outstanding Principal Indebtedness and Loan
Document Fee on the Maturity Date.


 


2.4Disbursement
of Funds; Use of Proceeds. The Advances representing the Principal Indebtedness of the Line of Credit shall be funded to the
Borrower at the Lender’s discretion. The proceeds of funding under the Line of Credit shall be used by the Borrower solely
for purposes of funding the IPO of Boxlight Corproration.


 


2.5Prepayment.
Borrower may prepay, in whole or in part, the Principal Indebtedness of the Line of Credit, at any time prior to the Maturity
Date, without the prior written consent of the Lender and without payment of any premium or penalty.


 




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ARTICLE
III

ADDITIONAL AGREEMENTS OF THE BORROWER


 


3.1Conditions
Precedent to Disbursement at Closing. Prior to the disbursement of any of the proceeds of the Line of Credit to or for the
account of Borrower at closing of the Line of Credit, and as a condition precedent to such disbursement, all of the conditions
set forth below must be satisfied as determined by Lender, in Lender’s sole discretion.


 


(a)Line
of Credit Document.The Borrower shall execute and deliver to the Lender, a counterpart of the Line of Credit Document.


 


(b)Miscellaneous
Items. Borrower shall deliver to Lender such other items, documents and evidences pertaining to the Line of Credit as may
reasonably be requested by Lender.


 


ARTICLE
IV

COVENANTS


 


For
so long as any principal amount and accrued interest in respect of the Line of Credit remains outstanding, the Borrower covenants
and agrees with the Lender as follows:


 


4.1Use
of Proceeds. Unless otherwise consented to by Lender, Borrower shall use the proceeds of the Line of Credit only in accordance
with the provisions of this Agreement. 


 


4.2Insurance.
Borrower shall provide and maintain, at all times, not less than $1,000,000 of business insurance coverage.


 


4.3Information.
Borrower shall furnish to Lender with reasonable promptness such data and information, financial and otherwise, concerning Borrower
as from time to time may reasonably be requested by Lender for purposes of administering compliance with this Agreement.


 


4.4
Compliance with Laws. Borrower shall comply with all local, state and federal laws, except where non-compliance could not reasonably
be expected to constitute a Material Adverse Event.


 


EVENTS
OF DEFAULT; REMEDIES


 


4.5
Events of Default Not Requiring Notice. The occurrence and continuation of any of the following events shall constitute
an Event of Default under this Agreement without the requirement of notice from Lender to Borrower:


 


(a)Nonpayment.
The failure of Borrower to pay when due any principal or interest at the Interest Rate on the Line of Credit or other charge with
respect to the Principal Indebtedness, or the amount of any fee or payment required of Borrower under this Agreement; provided,
that Borrower shall have a five (5) business day period after which such payment is due in order to cure such breach.


 


(b)Misrepresentation.
Any representation or warranty made by Borrower in this Agreement is or proves to have been incorrect when made and such
inaccuracy causes a Material Adverse Event.


 


4.6Events
of Default Requiring Notice. The occurrence and continuation of any of the following events shall constitute an Event of Default
under this Agreement following written notice from Lender to Borrower as described below:


 




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(a)Involuntary
Bankruptcy or Receivership. The occurrence and continuance of any of the following with respect to the Borrower: (1) the filing
against the Borrower of a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency
law or for a receiver or trustee for any of their respective properties which is not dismissed within sixty (60) days; (2) the
appointment of a receiver or trustee of any of the Borrower’s properties which is not discharged within sixty (60) days;
or (3) the attachment or execution by levy against any substantial portion of the Borrower’s properties which is not discharged
within sixty (60) days.


 


(b)Governmental
Action. If any action is taken or any power is exercised by any municipality or government, or by any department, agency or
instrumentality thereof, which is reasonably likely to adversely affect the financial performance, condition or prospects of Borrower,
including without limitation any action or power which may result in the expropriation of any material portion of the Property
of Borrower or in the lapse, revocation or restriction of any license, permit franchise or approval held or enjoyed by it.


 


(c)Line
of Credit Document. If the Line of Credit Document ceases for any reason to be enforceable in full force and effect in accordance
with its terms at any time, with or without the Lender being notified thereof.


 


4.7Notice.
If any Event of Default shall occur (whether or not any required notice has been given or an applicable grace period has elapsed),
Lender shall not be obligated to make any further advances or disbursements until such Event of Default is remedied. Unless otherwise
expressly provided by the terms of this Agreement, if an Event of Default shall occur and be continuing, Lender shall give written
notice of such occurrence to Borrower.


 


4.8Election
of Remedies. If an Event of Default shall occur and continue after any required notice and lapse of any applicable grace period,
all obligations of Lender under this Agreement shall cease and terminate, and at the election of the Lender, the Lender may: (i)
declare the outstanding Principal Indebtedness evidenced by the Line of Credit Document immediately due and payable; (ii) exercise
any remedy provided for in the Line of Credit Document; or (iii) Subject to the provisions of Section 6.5(b) below, exercise any
other right or remedy available to Lender pursuant to any Line of Credit Document, or as provided at law or in equity. 


 


4.9No
Remedy Exclusive. No remedy conferred upon or reserved to Lender under this Agreement shall be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under
this Agreement, the Line of Credit Document, or now or hereafter existing at law or in equity or by statute. No delay or failure
to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to
be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.


 


ARTICLE
V

MISCELLANEOUS


 


5.1Non-Waiver.
No disbursement of the proceeds of the Line of Credit shall constitute a waiver of any covenant or condition to be performed by
Borrower. In the event Borrower is unable to satisfy any such covenant or condition, Lender shall not be precluded from thereafter
declaring such failure to be an Event of Default.


 




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5.2Amendments.
Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally and may only be modified
or amended by an instrument in writing, signed by each of the Lender and the Borrower.


 


5.3Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of Borrower, Lender and their respective successors
and assigns.


 


5.4Waivers.
The failure by Lender or Borrower at any time or times hereafter to require strict performance by any of the undertakings, agreements
or covenants contained in this Agreement shall not waive, affect or diminish any right of Borrower or Lender hereunder to demand
strict compliance and performance therewith. Any waiver by Lender of any Event of Default under this Agreement shall not waive
or affect any other Event of Default hereunder, whether such Event of Default is prior or subsequent thereto and whether of the
same or a different type. None of the undertakings, agreements or covenants of Borrower and Lender under this Agreement shall
be deemed to have been waived unless such waiver is evidenced by an instrument in writing signed by the party to be charged specifying
such waiver.


 


5.5Survival.
This Agreement shall survive the disbursement of the proceeds of the Line of Credit, and each and every one of the obligations
and undertakings of Borrower and Lender contained herein shall be continuing obligations and undertakings and shall not cease
and terminate until all amounts which may accrue pursuant to this Agreement shall have been fully paid and all obligations and
undertakings of Borrower shall have been fully discharged.


 


5.6
Assignment and Notices. 


 


(a)The
Borrower may not assign, in whole or in part, any of their rights or obligations under this Agreement or any other agreement or
commitment in existence between Lender on one hand, and Borrower, on the other hand, without the prior written consent of the
Lender. The Lender may assign this Agreement.


 


(b)Except
as otherwise provided in this Line of Credit Document, whenever Lender or Borrower desire to give or serve any notice, demand,
request or other communication with respect to this Agreement, each such notice shall be in writing and shall be effective only
if the notice is delivered by personal service, by nationally-recognized overnight courier or by facsimile. Any notice delivered
personally or by courier shall be deemed to have been given when delivered. Any notice sent by facsimile (confirmed orally by
telephone, with a copy sent by overnight courier) shall be presumed to have been received on the date transmitted. Any party may
change its address by giving notice to the other party of its new address in the manner provided above.


 


5.7Severability.
If any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be void,
voidable or unenforceable, such void, voidable or unenforceable term or provision shall not affect any other term or provision
of this Agreement.


 


5.8Actions.
Lender shall have the right, but not the obligation, to commence, appear in and defend any action or proceeding which might affect
Lender’s rights, duties or liabilities relating to the Line of Credit.


 


5.9No
Partnership. Nothing contained in this Agreement shall be construed as creating a joint venture or partnership between Borrower
and Lender. There shall be no sharing of losses, costs and expenses between Borrower and Lender, and Lender shall have no right
of control or supervision except as Lender may exercise Lender’s rights and remedies provided hereunder and in the Line
of Credit Document.


 




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5.10Interpretation.
Whenever the context shall require, the plural shall include the singular, and the whole shall include any part thereof. The article
and section headings contained in this Agreement are for purposes of reference only and shall not limit, expand or otherwise affect
the construction of any provisions hereof.


 


5.11Governing
Law. This Agreement and all matters relating hereto shall be governed by, construed and interpreted in accordance with the
laws of the State of Georgia without giving effect to principles or conflicts of laws.


 


5.12Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an
original, but all such counterparts taken together shall constitute only one instrument.


 


5.13Attorney
Fees. Borrower and Lender agree that should either of them default in any of the covenants or agreements contained in this
Agreement, the defaulting party shall pay all costs and expenses, including reasonable attorney fees and costs, incurred by the
non-defaulting party to protect its rights hereunder, regardless of whether an action is commenced or prosecuted to judgment.


 


5.14Jurisdiction.
Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners,
members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of Georgia.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Georgia
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of the Line of Credit Document), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Line of Credit Document,
then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


5.15Currency.
All references to monetary amounts in this Agreement, shall be deemed to refer to U.S. dollars, lawful currency of the United
States of America.


 


5.16Jury
Waiver. BORROWER AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
RELATING TO THIS INSTRUMENT AND TO THE LINE OF CREDIT DOCUMENT, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY TRANSACTION ARISING
THEREFROM OR CONNECTED THERETO. BORROWER AND LENDER EACH REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY
GIVEN.


 




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5.17Final
Expression. THIS AGREEMENT IS THE FINAL EXPRESSION OF THE AGREEMENT AND UNDERSTANDING OF LENDER WITH RESPECT TO THE LINE OF
CREDIT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED ORAL AGREEMENT.


 


5.18Facsimile
Signatures. This Line of Credit Document may be executed by facsimile signatures and delivered electronically in pdf format,
each of which shall be given the same legal weight as though they were ribbon original signatures.


 


[Signatures
appear on the following pages.]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Line of Credit Agreement this 3rd day of April, 2015.


 


	 	LENDER:
	 	 	 
	 	SY
    SILVERSTEIN
	 	 	 
	 	By:	/s/
    Sy Silverstein
	 	Name:	Sy
    Silverstein
	 	 	 
	 	BORROWER:
	 	 	 
	 	BOXLIGHT
    CORPORATION
	 	 	 
	 	By:	/s/
    Mark Elliott
	 	 	Mark
    Elliott, Chief Executive Officer


 


 




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SCHEDULE
A


 


PERMITTED
LIENS


 


“Permitted
Liens” means any of the following:


 


(a)Liens
directly securing the Obligations to the Lender evidenced by the Note and the other Line of Credit Documents;


 


(b)Liens
which secure purchase money Indebtedness and capital lease obligations with respect to the purchase or lease of additional equipment
and which encumber only the assets acquired with such purchase money Indebtedness or the assets subject to such capital lease;


 


(c)Pledges,
deposits or Liens arising or made to secure payment of workers’ compensation, unemployment insurance or other forms of governmental
insurance or benefits or to participate in any fund in connection with workers’ compensation, unemployment insurance, pensions
or other social security programs;


 


(d)Easements,
rights-of-way, encumbrances and other restrictions on the use or value of real property or any other property or asset which do
not materially impair the use thereof;


 


(e)Liens
for Taxes and Liens imposed by operation of law (including, without limitation, Liens of mechanics, materialmen, warehousemen,
carriers and landlords, and similar Liens) provided that (i) except as disclosed on the Disclosure Schedule, the amount secured
is not overdue by more than ninety (90) days and no Lien has been filed, or (ii) the validity or amount thereof is being contested
in good faith by lawful proceedings diligently conducted, reserve or other provision required by GAAP has been made, levy and
execution thereon have been (and continue to be) stayed, or payment is fully covered by insurance (subject to the customary deductible);
and


 


(f)Rights
of offset or statutory banker’s Liens arising in the ordinary course of business in favor of commercial banks, provided
that any such Lien shall only extend to deposits and property in possession of such commercial bank.