series
c CErtificate of designations


 


CERTIFICATE
OF DESIGNATIONS OF THE

SERIES C CONVERTIBLE PREFERRED STOCK OF

LOGICAL CHOICE CORPORATION


 


PURSUANT
TO SECTION ___

OF THE NEVADA REVISED STATUTES


 


I,
Michael Pope, hereby certify that I am the Chief Financial Officer of Logical Choice Corporation (the “Corporation”),
a corporation organized and existing under the Nevada Revised Statutes, and further do hereby certify:


 


That
pursuant to the authority expressly conferred upon the Board of Directors of the Corporation (the “Board”)
by the Corporation’s Articles of Incorporation, as amended (the “Articles of Incorporation”), the Board
on [  ], 2015, adopted the following resolutions creating a series of preferred stock designated as Series C Convertible
Preferred Stock, none of which have been issued:


 


RESOLVED,
that the Board designates the Series C Convertible Preferred Stock and the number of shares constituting such series, and fixes
the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the Articles
of Incorporation as follows:


 


TERMS
OF SERIES C CONVERTIBLE PREFERRED STOCK


 


ARTICLE
I DESIGNATION AND NUMBER.


 


1.1
A series of Preferred Stock, designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”),
par value $0.0001 per share, is hereby established. The number of authorized shares of Series C Preferred Stock shall initially
be 270,000 shares (as adjusted, pursuant to Section Article IV, the “Authorized Shares”), and the stated value amount
per share of Series C Preferred Stock shall be $26.98 (the “Stated Value Per Share”). 


 


1.2
Pursuant to the Share Purchase Agreement, the Company acquired a minimum of 82.3% of the issued and outstanding common shares
of Everest Display, Inc. and may acquire additional common shares of Everest Display, Inc.


 


1.3
The Series C Preferred Stock is being issued pursuant to the terms of the Everest Option Agreement. 


 


1.4
As used in this Certificate, the term “Automatic Conversion Shares” shall mean the aggregate number of shares
of Company Class A Common Stock issuable upon the automatic conversion of all of the Series C Preferred Stock into such Common
Stock upon the occurrence of a Liquidity Event; being that number of shares of Common Stock resulting from (a) multiplying the
final percentage of the issued and outstanding common shares of Everest Display, Inc. acquired by the Company by Twenty Million
($20,000,000) Dollars, and (b) dividing the product thereof by the Per Share Price; provided,
that, the Automatic Conversion Shares shall represent not less than 20.575% and not
more than 25.00% of the Fully-Diluted Common Stock of the Corporation.


 


1.5
As used in this Certificate, the term “Everest Option Agreement” shall mean the option agreement, dated as
of [  ], 2015
among the Corporation, K Laser Technology, Inc. and other parties thereto.


 




    	 



    	 



    



 


1.6
As used in this Certificate, the term “Fully-Diluted Common Stock” shall have the same meaning as the definition
of “Fully-Diluted Common Stock of the Parent” as set forth in the Share Purchase Agreement.


 


1.7
As used in this Certificate, the term “Holder” shall mean one or more holder(s) of shares of Series C Preferred
Stock.


 


1.8
As used in this Certificate, the term “Majority Holders” shall mean those persons who were issued a majority
of the shares of Series C Preferred Stock pursuant to the terms of the Everest Option Agreement to the extent that such persons
continue to own capital stock in the Corporation.


 


1.9
As used in this Certificate, the term “Share Purchase Agreement” shall mean the share purchase agreement dated
as of [  ], 2015
among K Laser Technology, Inc., Boxlight Display, Inc., and the other Majority Shareholders
(as defined in the Share Purchase Agreement), the Corporation and Vert Capital Corp.


 


1.10
As used in this Certificate, the term “Liquidity Event” shall have the meaning as such term is defined in the
Share Purchase Agreement.


 


1.11
As used in this Certificate, the term “Market Value” shall have the meaning as such term is defined in the
Share Purchase Agreement.


 


1.12
As used in this Certificate, the term “Per Share Price” shall have the meaning as such term is defined in the
Share Purchase Agreement.


 


1.13
As used in this Certificate, the term “IPO” shall have the meaning as such term is defined in the Share Purchase
Agreement.


 


1.14
The term “Company” as used in the Share Purchase Agreement and in the Option Agreement shall mean the Corporation.


 


ARTICLE
II RANK.
All shares of the Series C Preferred Stock shall rank senior to (i) to the Corporation’s Common Stock, $0.0001 par
value per share, of the Corporation (the “Common Stock”) and any other class of securities which is specifically
designated as junior to the Series C Preferred Stock (collectively, with the Common Stock, the “Junior Securities”);
and (ii) pari passu with any other class or series of Preferred Stock of the Corporation hereafter created specifically
ranking, by its terms, on parity with the Series C Preferred Stock, including without limitation, 2,500,000 shares of Series A
Preferred Stock, $1.00 stated value per share, 1,000,000 shares of Series B Preferred Stock, $1.00 stated value per share and
all other shares of Preferred Stock of the Corporation (other than the Series C Preferred Stock) to be issued in series in connection
with the “Acquisitions” of the “Target Companies,” as those terms are defined in the Everest Option Agreement,
and to any notes, convertible securities or class or series of capital stock of the Corporation (including Preferred Stock) hereafter
issued for the purpose of consummating any public or private financing (collectively, the “Pari Passu Securities”),
in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary. 


 


ARTICLE
III DIVIDENDS.


 


(a)
The Holders shall be entitled to receive if, at the times set forth in this Section 0, cumulative annual dividends per share
equal to six percent (6%) of the aggregate Liquidation Preference (hereinafter defined) of the issued and outstanding Series C
Preferred Stock. Accrual of such dividends shall be computed on a 365-day basis, and shall be payable in full when the Series
C Preferred Stock is redeemed by the Corporation in the manner provided in paragraph (Article II) below. Such dividends shall
be payable annually each anniversary of the issue date of the Series C Preferred Stock in additional shares of Series C Preferred
Stock, and such dividends shall accrue whether or not declared and regardless of whether there are profits, surplus or
other funds legally available for payment of dividends, and shall be earned or payable from and after the issue date of the Series
C Preferred Stock. All dividends paid with respect to shares of Series C Preferred Stock pursuant to this Section 0 shall
be paid pro rata to the Holders entitled thereto. Dividends on the Series C Preferred Stock may not be declared, paid or set apart
for payment, nor may the Corporation redeem, purchase or otherwise acquire any shares of Series C Preferred Stock, if the Corporation
is not solvent or would be rendered insolvent thereby.


 




    	 



    	 



    


 


(b)
Except as otherwise set forth in this Section 0, the Series C Preferred Stock shall not pay a fixed or other dividend. The
Holders shall, however, be entitled to receive dividends when, as, and if declared by the Board, in an amount which shall be paid
pro rata on the Common Stock and the Series C Preferred Stock, on an equal priority, pari passu basis, according to the
number of shares of Common Stock held by the stockholders, where each Holder is to be treated for this purpose as holding (in
lieu of such shares of Series C Preferred Stock) the greatest whole number of shares of Common Stock then issuable upon conversion
in full of such shares of Series C Preferred Stock. The right to such dividends on shares of Series C Preferred Stock shall not
be cumulative, and no right shall accrue to Holders by reason of the fact that dividends on said shares are not declared in any
period, nor shall any undeclared or unpaid dividend bear or accrue interest.


 


ARTICLE
II LIQUIDATION PREFERENCE. In the event of a merger, sale (of substantially all assets
or stock), any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, then, either
(i) simultaneous with any distribution or payment on Pari Passu Securities, and (ii) before any distribution or payment shall
be made to the holders of the Common Stock or any other Junior Securities, each Holder of Series C Preferred Stock then outstanding
shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, an amount (the
“Liquidation Preference”) equal to (i) the product of (A) the aggregate number of shares of Series C Preferred
Stock then outstanding, (B) the Stated Value Per Share and (C) a multiple of 3.71 plus (ii) any accrued but unpaid dividends.
If the assets of the Corporation are not sufficient to generate cash sufficient to pay in full the Liquidation Preference, then
the Holders of Series C Preferred Stock shall share ratably (together with holders of any Pari Passu Securities) in any distribution
of cash generated by such assets in accordance with the respective amounts that would have been payable in such distribution as
if the amounts to which the Holders of outstanding shares of Series C Preferred Stock are entitled were paid in full.


 


ARTICLE
III VOTING RIGHTS. Each share of Series C Preferred Stock
shall have a number of votes equal to the number of shares of Common Stock then issuable upon conversion of each share of Series
C Preferred Stock. Except as otherwise set forth herein, the Holders shall have no right to vote as a separate class on any matter
submitted to vote by the stockholders of the Corporation, excluding, however, any proposed amendment that would alter any right
given to the Series C Preferred Stock; in which event the Series C Preferred Stock may vote as a separate class with respect to
such amendment. Holders shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation
and shall vote with holders of the Common Stock upon the election of directors and upon any other matter submitted to a vote of
stockholders. Fractional votes by the Holders shall not, however, be permitted and any fractional voting rights resulting from
the above formula (after aggregating all shares into which shares of Series C Preferred Stock held by each Holder could be converted)
shall be rounded to the nearest whole number (with one-half being rounded upward).


 




    	 



    	 



    


 


ARTICLE
IV CONVERSION.


 


4.1
Conversion Ratio. Each full share of Series C Preferred Stock
shall be convertible into Company Class A Common Stock of the Corporation, at any time, into that number of shares of Company
Class A Common Stock at a conversion ratio per share of Series C Preferred Stock as shall be determined by dividing (A) the number
of Authorized Shares, by (B) that number of shares of Common Stock equal to the number of Automatic Conversion Shares (the “Series
C Conversion Ratio”). Accordingly the initial conversion ratio (the “Conversion Ratio”), shall be determined
by dividing one share of the Series C Preferred Stock by the Series C Conversion Ratio; provided,
that, depending upon the final percentage of the “Existing
Everest Shares” (as defined in the Share Purchase Agreement) that is acquired by the Corporation the number of Conversion
Shares (defined below) and the Series C Conversion Ratio shall result in all of the Conversion Shares having a Market Value of
not less than Sixteen Million Four Hundred and Sixty Thousand ($16,460,000 Dollars, and shall result in all of the Conversion
Shares representing not less than 20.575% of the Fully-Diluted Company Common Stock and not more than 25.0% of the Fully-Diluted
Company Common Stock.


 


For
the avoidance of doubt, in the event and to the extent that the Automatic Conversion Shares shall represent less than 20.575%
of the Fully-Diluted Common Stock (subject to increase, as provided above, if the Corporation acquires in excess of 82.3% of the
Existing Everest Shares under the Share Purchase Agreement), upon the optional or automatic conversion of the Series C Preferred
Stock, the Holders of Series C Preferred Stock shall be entitled to receive, in addition to such Automatic Conversion Shares,
the “Adjustment Shares” as defined in the Everest Option Agreement. In addition, if the product of multiplying
the Per Share Price by the number of Automatic Conversion Shares shall result in a Market Value of less than $16,460,000 (subject
to increase as provided above), the number of Automatic Conversion Shares shall similarly be subject to increase by the issuance
of additional shares of Common Stock.


 


4.2
Optional Conversion. The Holders of shares of Series
C Preferred Stock may, at their option and at any time or from time to time, convert all or any portion of their shares of Series
C Preferred Stock into Common Stock of the Corporation at any time or from time to time (an “Optional Conversion”).
In order to effect an Optional Conversion, a Holder of shares of Series C Preferred Stock shall: (i) fax (or otherwise deliver)
a copy of the fully executed Notice of Conversion to the Corporation (Attention: Secretary) and (ii) surrender or cause to be
surrendered the original certificates representing the Series C Preferred Stock being converted (the “Series C Preferred
Stock Certificates”), duly endorsed, along with a copy of the Notice of Conversion as soon as practicable thereafter
to the Corporation. Upon receipt by the Corporation of a facsimile copy of a Notice of Conversion from a Holder, the Corporation
shall promptly send, via facsimile, a confirmation to such Holder stating that the Notice of Conversion has been received, the
date upon which the Corporation expects to deliver the Common Stock issuable upon such conversion and the name and telephone number
of a contact person at the Corporation regarding the conversion. The Corporation shall not be obligated to issue shares of Common
Stock upon a conversion unless either the Series C Preferred Stock Certificates are delivered to the Corporation as provided above,
or the Holder notifies the Corporation that such Series C Preferred Stock Certificates have been lost, stolen or destroyed and
delivers the documentation to the Corporation.


 


4.3
Automatic Conversion. Notwithstanding anything to the contrary contained herein,
express or implied, but subject at all times to the adjustment provisions of Section 6.4 below, immediately following the occurrence
of (i) a Liquidity Event and (ii) the exercise of the Option (as defined in the Option Agreement), all, and not less than all,
of the then issued and outstanding shares of Series C Preferred Stock shall automatically, and without any further action on the
part of the Corporation or the Holder, be converted (an “Automatic Conversion”) into that number of Automatic Conversion
Shares having an aggregate Market Value of not less than $16,640,000, less the aggregate number of shares of Common Stock
previously issued in connection with any one or more Optional Conversions contemplated by Section 4.2 above. Each Holder
of Series C Preferred Stock shall be entitled to receive his, her or its pro-rata portion of the Automatic Conversion Shares determined
by the amount by which the number of shares of Common Stock into which all of such Holder’s shares of Series C Preferred
Stock may be converted pursuant to the Conversion Ratio, bears to the total number of Automatic Conversion Shares. 


 




    	 



    	 



    


 


Adjustment
for Reclassification, Exchange, and Substitution. If at any
time or from time to time after the date upon which the first share of Series C Preferred Stock was issued by the Corporation
(the “Original Issue Date”), the shares of Company Class A Common Stock issuable upon the conversion of the
Series C Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether
by recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or otherwise, then, in
any such event, Holders shall have the right thereafter to convert such stock into the kind and amount of stock and other securities
and property receivable upon such recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of
assets or other change by a holder of the number of shares of Company Class A Common Stock into which such shares of Series C
Preferred Stock could have been converted immediately prior to such recapitalization, reclassification, reorganization, merger,
exchange, consolidation, sale of assets or other change, or with respect to such other securities or property by the terms thereof.


 


4.5
Adjustment Upon Common Stock Event.
In the event that a Common Stock Event occurs at any time or from time to time after the Original Issue Date, the aggregate number
of shares of Common Stock into which the Series C Preferred Stock may be converted (the “Conversion Shares”)
in effect immediately prior to such event shall, simultaneously with the occurrence of such Common Stock Event, shall be proportionately
decreased or increased, as appropriate. The Conversion Shares shall be readjusted in the same manner upon the happening of each
subsequent Common Stock Event. As used herein, the term “Common Stock Event” shall mean: (a) the declaration
or payment of any dividend or other distribution on the Common Stock, without consideration, payable to one or more stockholders
in additional shares of Company Class A Common Stock or other securities or rights convertible into, or entitling the holder thereof
to receive, directly or indirectly, additional shares of Common Stock; (b) a subdivision (by stock split, reclassification or
otherwise) of the outstanding shares of Common Stock into a greater number of shares of Common Stock; or (c) a combination or
consolidation (by reverse stock split) of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.


 


4.6
Adjustment of Series C Conversion Price Upon Issuance of Additional
Shares of Common Stock. In the event the Corporation shall,
at any time after the Original Issue Date and prior to a Liquidity Event, issue additional shares of Company Class A Common Stock
or Preferred Stock that is convertible into shares of Common Stock, then the Series C Conversion Price and the Conversion Ratio
shall be adjusted concurrently with such issue, so that the Series C Preferred Stock shall continue to represent not less than
twenty percent (20%) of the Fully-Diluted Common Stock of Company.


 


4.8
Reservation of Stock Issuable Upon Conversion.
The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Company Class A Common
Stock, solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock such number of its shares
of Company Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of
the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Company Class A Common Stock
shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation
will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares
of Company Class A Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation,
engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation’s Articles
of Incorporation.


 




    	 



    	 



    


 


4.9
Fractional Shares.
No fractional share shall be issued upon the conversion of any share or shares of Series C Preferred Stock. All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one share of Series C Preferred Stock by a Holder thereof
shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share.


 


ARTICLE
V NO REISSUANCE OF SERIES C PREFERRED STOCK. No share or shares of Series C Preferred Stock acquired by the
Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled,
retired and eliminated from the shares which the Corporation shall be authorized to issue.


 


ARTICLE
VI REDEMPTION.  The Series C Preferred Stock is not redeemable.


 


ARTICLE
VII NOTICE. Except as may otherwise be provided for herein, all notices referred
to herein shall be in writing, and all notices hereunder shall be deemed to have been given upon the earlier of receipt of such
notice or four business days after the mailing of such notice, if sent by registered mail, with postage pre-paid, addressed: (1)
if to the Corporation, to the attention of its corporate secretary or to an agent of the Corporation designated as permitted by
the Corporation’s Articles of Incorporation, as amended; (2) if to any Holder, to such Holder at the address of such Holder
as listed in the stock record books of the Corporation (which may include the records of the Corporation’s transfer agent);
or (3) to such other address as the Corporation or Holder, as the case may be, shall have designated by notice similarly given.


 


ARTICLE
VIII AMENDMENT. This Certificate of Designation or any
provision hereof may be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent
without a meeting in accordance with the Nevada Revised Statutes, of (i) a majority of the outstanding Series C Preferred Stock,
voting separate as a single class, and (ii) with such other stockholder approval, if any, as may then be required pursuant to
the Nevada Revised Statutes and the Articles of Incorporation.


 


ARTICLE
IX LIMITATION ON TRANSFER.


 


9.1
The, sale, offer to sell, contract to sell, assignment, pledge, hypothecation, encumbrance
or other transfer (collectively, “Transfer”), directly or indirect, by any Holder or holder of the Conversion Shares
issuable upon conversion of such shares of Series C Preferred Stock, including (i) the use of the any shares of Series C Preferred
Stock or Conversion Shares (collectively, “Capital Stock”) as collateral for any borrowing, or (ii) the granting of
purchase options to any other person or entity, shall be prohibited until 180 days from the date of this Certificate of Designation;
provided, however, that a Transfer by a holder of Capital Stock (a “Capital Stock Holder”), (certified by such
Capital Stock Holder to the Corporation that such Transfer is for estate planning purposes), to (A) an immediate family member
(child, sibling, spouse or Company); (B) a trust, corporation, partnership, limited partnership or limited liability Corporation
that is an “affiliate” (at that term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended)
of such Capital Stock Holder; or (C) in the case of a Capital Stock Holder that is an entity, stockholders, members, partners
or other equity holders of such Capital Stock Holder shall be permitted. To the extent of any permitted Transfer, the transferee
of such transferred Capital Stock shall acquire the same subject to the provisions set forth herein. 


 


9.2
In the event of any stock dividend, stock split, recapitalization, or other change affecting
the Corporation’s outstanding Common Stock effected without receipt of consideration, then any new, substituted, or additional
securities distributed to a Holder with respect to Capital Stock shall be immediately subject to the provisions of this Section Article
IX, to the same extent the Capital Stock is at such time covered by such provisions.


 




    	 



    	 



    


 


9.3
In addition to any restrictive legend required under Rule 144, the certificate for each
share of Series C Preferred Stock and Conversion Shares shall contain the following legend: 


 


“Except
in limited circumstances, the sale, offer to sell, contract to sell, assignment, pledge, hypothecation, encumbrance or other transfer
(collectively, “Transfer”) of the shares represented by this certificate are restricted in accordance with
the provisions of the Certificate of Designations of the Series C Preferred Stock, dated January __, 2015, a copy of which is
available at the offices of the Corporation.”


 


9.4
Any purported Transfer of any of the Capital Stock that is not in accordance with this Section
Article IX shall be null and void, and shall not operate to transfer any right, title or interest in such Capital Stock to the
purported transferee. Each Holder of Capital Stock agrees that the Corporation shall be entitled to prohibit the Transfer of any
Capital Stock to be made on its books unless the Transfer is permitted hereunder and has been made in accordance herewith. 


 


ARTICLE
X PROTECTIVE PROVISIONS.


 


So
long as any shares of Series C Preferred Stock are outstanding, the Corporation shall not, nor shall it permit any of its subsidiaries
to, take or agree to take any of the following corporate actions (whether by merger, consolidation or otherwise) without first
obtaining the approval (by vote or written consent) of the Holders of a majority of the issued and outstanding Series C Preferred
Stock (the “Series C Majority Holders”):


 


10.1
alter or change the rights, preferences or privileges of the Series C Preferred Stock, or
increase the authorized number of shares of Series C Preferred Stock in excess of 270,000 Shares; or


 


10.2
issue any shares of Series C Preferred Stock to Persons, other than to Option Holders pursuant
to the Option Agreement; or create or authorize the creation of or issue any shares of Preferred Stock or any other security convertible
or exercisable for any equity security having rights, preferences or privileges senior to or on parity with the Series C Preferred
Stock.


 


ARTICLE
XI CO-SALE RIGHTS.


 


11.1
If a Holder proposes to sell any shares of its Series C Preferred Stock (the “Selling
Holder”) then the Selling Holder shall promptly give written notice (the “Notice”) to each of the other Holders
at least 30 days prior to the closing of such sale. The Notice shall describe in reasonable detail the proposed sale including,
without limitation, the number of shares of Series C Preferred Stock to be transferred, the nature of such sale, the consideration
to be paid, and the name and address of each prospective purchaser or transferee.














 






    	 



    	 



    

 


11.2
Each other Holder (the “Participating Holder”) shall have the right, exercisable
upon written notice to such Selling Holder within 15 days of the Notice, to participate in such sale of Series C Preferred Stock
on the same terms and conditions. Such notice shall indicate the number of shares of Series C Preferred Stock such Participating
Holder wishes to sell.


 


(a)
Each Participating Holder shall effect its participation in the sale by promptly delivering to such Selling Holder for transfer
to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of
Series C Preferred Stock which such Participating Holder elects to sell.


 


(b)
The stock certificate or certificates that the Participating Holder delivers to such Selling Holder shall be transferred to the
prospective purchaser in consummation of the sale of the Series C Preferred Stock pursuant to the terms and conditions specified
in the Notice, and the Selling Holder shall concurrently therewith remit to such Participating Holder that portion of the sale
proceeds to which such Participating Holder is entitled by reason of its participation in such sale. To the extent that any prospective
purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participating
Holder exercising its rights of co-sale hereunder, such Selling Holder shall not sell to such prospective purchaser or purchasers
any Series C Preferred Stock held by Selling Holder unless and until, simultaneously with such sale, such Selling Holder shall
purchase such shares or other securities from such Participating Holder on the same terms and conditions specified in the Notice.


 


(c)
To the extent that the Participating Holders do not elect to participate in the sale of the Series C Preferred Stock held by such
Selling Holder subject to the Notice, such Selling Holder may enter into an agreement providing for the closing of the sale of
such Series C Preferred Stock within thirty (30) days of such agreement on terms and conditions not materially more favorable
to the transferor than those described in the Notice. Any proposed sale on terms and conditions materially more favorable than
those described in the Notice, as well as any subsequent proposed sale of any of the Series C Preferred Stock by a Selling Holder,
shall again be subject to the co-sale rights of the Participating Holders and shall require compliance by a Selling Holder with
the procedures described in this Section 13.


 


ARTICLE
XII MISCELLANEOUS.


 


12.1
Cancellation of Series C Preferred Stock.
If any shares of Series C Preferred Stock are converted pursuant to this Certificate of Designations, the shares so converted
or redeemed shall be canceled, shall return to the status of authorized, but unissued Series C Preferred Stock of no designated
series, and shall not be issuable by the Corporation as Series C Preferred Stock.


 


12.2
Lost or Stolen Certificates.
Upon receipt by the Corporation of (i) evidence of the lost, theft, destruction or mutilation of any Series C Preferred Stock
Certificate(s) and (ii) (y) in the case of loss, theft or destruction, indemnity (without any bond or other security) reasonably
satisfactory to the Corporation, or (z) in the case of mutilation, the Series C Preferred Stock Certificate(s) (surrendered for
cancellation), the Corporation shall execute and deliver new Series C Preferred Stock Certificate(s) of like tenor and date. However,
the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Series C Preferred Stock Certificate(s)
if the Holder contemporaneously requests the Corporation to convert such Series C Preferred Stock.


 




    	 



    	 



    


 


12.3
Waiver.
Notwithstanding any provision in these Certificate of Designations to the contrary, any provision contained herein and any right
of the Holders of Series C Preferred Stock granted hereunder may be waived as to all shares of Series C Preferred Stock (and the
Holders thereof) upon the written consent of the Series C Majority Holders, unless a higher percentage is required by applicable
law, in which case the written consent of the Holders of not less than such higher percentage of shares of Series C Preferred
Stock shall be required.


 


12.4
Information Rights.
So long as shares of Series C Preferred Stock are outstanding, the Corporation will deliver to each Holder of Series C Preferred
Stock (i) unaudited annual financial statements to the Holders of Series C Preferred Stock within 90 days after the end of each
fiscal year; (ii) and unaudited quarterly financial statements within 45 days of the end of each fiscal quarter. Notwithstanding
the foregoing in the event and to the extent that such information is electronically available on the web site of the Securities
and Exchange Commission (www.sec.gov), the Corporation need not separately furnish such documents to Holders of the Series
C Preferred Stock.


 


Balance
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The
undersigned declares under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate
are true and correct of his own knowledge.


 


The
undersigned has executed this certificate on [  ], 2015.


 


	 	LOGICAL CHOICE CORPORATION 
	 	 	 
	 	By:	 
	 	Name:	Mark
    Elliott
	 	Title:	Chief
    Executive Officer