AMENDMENT
TO SHARE PURCHASE AGREEMENT


 


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”). 


 


Reference
is also made to an OPTION AGREEMENT (“Option Agreement”),
dated as of January 31, 2015 by and among: 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 Purchase Agreement); Parent and Vert. K Laser, the other Persons who
are listed as Majority Shareholders and the Participating Minority Shareholders (as defined in the Purchase Agreement) are hereinafter
collectively referred to as the “Option Holders.”


 





1.
Pursuant to of the Purchase Agreement and for the purposes of ARTICLES V, of the Purchase Agreement, K Laser has been appointed
as the Shareholders’ Representative (the “Shareholders’ Representative”) by the Selling
Parties (as defined in the Purchase Agreement)). In addition, the Option Agreement acknowledges that K Laser had been appointed
as Shareholders Representative.







 


2.
Section 1.5 of the Purchase Agreement is deleted in its entirety and is replaced by the following Section 1.5:


 


1.5
Closing. Upon the terms and subject to the conditions
set forth herein, the closing of the sale and purchase of the Subject Shares and related transactions under the Option Agreement
referred to herein (the “Closing”) will take place at 10:00 a.m., Taiwan time, immediately after the consummation
of a “Liquidity Event” defined herein and after satisfaction or, to the extent permitted hereunder, waiver
of all conditions to the Closing set forth herein (other than those conditions that by their nature are to be satisfied at the
Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement
has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. The Closing
shall be held at the offices of White & Case, attorneys at law, and United States counsel to the Everest Group and the Majority
Shareholders in Palo Alto, California, unless another place is agreed to in writing by the parties hereto, and the actual date
of the Closing is hereinafter referred to as the “Closing Date.” Notwithstanding the foregoing, if the Liquidity
Event and the Closing do not occur prior to 30 June 2015, the Shareholders’ Representative shall have the option to terminate
this Agreement unless otherwise agreed to between the Shareholders’ Representative, the Purchaser and the Parent.




 




    	 



    	 



    


 


3.Section
1.4 of the Option Agreement is deleted in its entirety and is replaced by the following Section 1.4:


 


1.4
Closings. Upon the terms and subject to the conditions
set forth herein, exercise of the Option and the closing of the issuance and sale and the purchase of the Option Shares and related
transactions under this Option Agreement (the “Closing”) will take place at 10:00 a.m., Taiwan time, on a date
which shall be simultaneous with the Closing Date of the transactions contemplated by the Share Purchase Agreement. The Closing
shall be held at the offices of White & Case, attorneys at law, and United States counsel to the Everest Group and the Option
Holders in Palo Alto, California, unless another place is agreed to in writing by the parties hereto, and the actual date of the
Closing is hereinafter referred to as the “Closing Date.” Notwithstanding the foregoing, in no event shall
the Closing of the exercise of the Option be earlier than or later than the Closing Date under the Share Purchase Agreement, and,
unless otherwise agreed to by the Company and the “Shareholders Representative” (as defined in the Share Purchase
Agreement), in no event shall such Closing of the exercise of the Option be later than the June 30, 2015 “Outside Closing
Date” under the Share Purchase Agreement. 


 


4.All
references to the Liquidity Event and the Closing and the Outside Closing Date in both the Purchase Agreement
and the Option Agreement shall mean June 30, 2015.


 


5.Except
as amended by this Agreement all of the terms and conditions of the Purchase Agreement and the Option Agreement shall remain in
full force and effect and are incorporated herein by this reference as though more fully set forth herein at length.


 


**********************


Signature
page follow


 




    	 



    	 



    


 


IN
WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement on the date first above
written.


 


	Parent:	BOXLIGHT
    CORPORATION
	 	(formerly,
    Logical Choice Corporation)
	 	 	 
	 	By:	

        /s/
        Mark Elliott

	 	Name:	Mark Elliott
	 	Title:	CEO
	 	 	 
	

        Purchaser:
	


寶萊特科技股份有限公司



	 	(BOXLIGHT
    DISPLAY, INC.)
	 	 	 
	 	By:	

        /s/
        Mark Elliott 

	 	Name:	Mark Elliott
	 	Title:	Chairman
	Vert:	 	 
	 	VERT
                                         CAPITAL CORP.



	 	 	 
	 	By:	/s/
                                         Michael Pope

	 	Name:	Michael Pope
	 	Title:	Managing Director
	 	 	 
	Majority
                                         Shareholders:
	


K LASER
TECHNOLOGY INC.


in its capacity
as Majority Shareholder and for the purpose of ARTICLES I, II, V, X, VI, VIII and X, as Shareholders’ Representative



	 	 	 
	 	By:	/s/
    Alex Kuo
	 	Name:	Alex Kuo
	 	Title:	Chairman