EXHIBIT 10.5



 



Share Purchase Agreement


 


THIS
SHARE PURCHASE AGREEMENT (“Agreement”) is entered into this 5th day of November 2014,
to be effective as of September 24, 2014 (the “Effective Date”), by and among LOGICAL
CHOICE CORPORATION, a Nevada corporation (the “Company”), and the Persons or Entities who are listed
on Schedule A hereto and who have executed this Agreement on the signature page hereof (each a “Purchaser” and
collectively, the “Purchasers”).


 


SECTION
1. Acquisition Of Shares.


 


(a) Sale
of Shares. On the terms and conditions set forth in this Agreement, on the date hereof, the Company hereby agrees to
sell to each of a Purchasers and each of a Purchasers who have executed this Agreement hereby agrees to purchase from the
Company, that number of shares of the Company’s Common Stock, $0.0001 par value per share (the “Common
Stock”), that are listed next to the name of each Purchaser on Schedule A annexed hereto and made a
part hereof (the “Shares” or “Purchased Shares”). The Shares shall be issued at the
offices of the Company on the date set forth above or at such other place and time as the parties may agree.


 


(b) Valuation
of the Company. The Company and the Purchasers mutually agree that as at the date of execution of this Agreement and as at
the Effective Date, the Company owns no businesses, assets or properties and has no operating subsidiaries. Accordingly, the Company’s
Board of Directors and the Purchasers value each share of Common Stock an not more than two cents ($0.02) per share. 


 


(c) Purchase
Price. The Purchasers hereby agrees to purchase the Shares at a purchase price of two cents ($0.02) per share (the
“Per Share Price”). Accordingly, each Purchaser hereby agrees to pay to the Company for all Purchased
Shares acquired by such Purchaser the amount set forth opposite the name of such Purchaser on Schedule A
annexed hereto (the “Purchase Price”). 


 


(d) Method
of Payment of Purchase Price.The Purchase Price shall be payable by delivery of each Purchaser’s 4% promissory note
(the “Purchase Note”), payable on DEMAND but in no event later than either (i) the effective date of a registration
statement on Form S-1 is declared effective by the SEC in connection with an initial public offering of Common Stock of the Company
(the “IPO”), or (ii) a transaction is consummated pursuant to which the Shares shall be exchanged or substituted
for shares of common stock of a publicly traded corporation (an “RTO”). A true copy of such Purchase Note is
in the form of Exhibit 1 hereto and made a part hereof.


 


(e) Defined
Terms. Capitalized terms not defined above are defined in Section 11 of this Agreement.


 




    	 



    	 



    


 


SECTION
2. Right Of First Refusal.


 


(a) Right
of First Refusal. Subject at all times to the provisions of Section 2(d) below, in the event that a Purchaser proposes
to sell, pledge or otherwise transfer to a third party any Purchased Shares, or any interest in Purchased Shares, unless
otherwise approved by the board of directors of the Company (the “Board”), the Company shall have the
Right of First Refusal with respect to all (and not less than all) of such Purchased Shares. If a Purchaser desires to
transfer Purchased Shares, such Purchaser shall give a written Transfer Notice to the Company describing fully the proposed
transfer, including the number of Purchased Shares proposed to be transferred, the proposed transfer price, the name and
address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate
any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by a Purchaser and by the
proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Purchased Shares. The
Company shall have the right to purchase all, and not less than all, of the Purchased Shares on the terms of the proposal
described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by
delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was
received by the Company.


 


(b) Transfer
of Shares. If the Board does not waive the Right of First Refusal, but the Company fails to exercise its Right of First
Refusal within 10 days after receiving the Transfer Notice, a Purchaser may, not later than 30 days after the
Company received the Transfer Notice, conclude a transfer of the Purchased Shares subject to the Transfer Notice on the terms
and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal,
State and foreign securities laws and not in violation of any other contractual restrictions to which a Purchaser is bound.
Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any
subsequent proposed transfer by a Purchaser, shall again be subject to the Right of First Refusal and shall require
compliance with the procedure described in Section 2(a) above. If the Company exercises its Right of First Refusal, the
parties shall consummate the sale of the Purchased Shares on the terms set forth in the Transfer Notice within 60 days
after the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer
Notice); provided, however, that in the event the Transfer Notice provided that payment for the Purchased Shares was to be
made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying
for the Purchased Shares with cash or cash equivalents equal to the present value of the consideration described in the
Transfer Notice.


 


(c) Additional
or Exchanged Securities and Property. Subject at all times to the provisions of Section 2(d) below, in the event of a merger
or consolidation of the Company with or into another entity, any other corporate reorganization, a Shares split, the declaration
of a Shares dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, an adjustment
in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities
or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with
respect to, any Purchased Shares subject to this Section 2 shall immediately be subject to the Right of First Refusal. Appropriate
adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of
the Purchased Shares subject to this Section 2.


 




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(d) Termination
of Right of First Refusal. Any other provision of this Section 2 notwithstanding, in the event that (i) the Company shall
consummate an IPO or an RTO, or (ii) the Common Stock of the Company shall be merged with or acquired by any company whose shares
of common stock are publicly traded on a securities market, this Section 2, and the Right of First Refusal set forth in this Section
2 shall immediately terminate and shall no longer be of any force or effect, and no Purchaser shall have any obligation to comply
with the procedures prescribed by any of the other provisions of this Section 2.


 


(e) Permitted
Transfers. In addition to the provisions of Section 2(d), this Section 2 shall not apply to (i) a transfer by a
Purchaser to any Person or entity in which the Right of First Refusal is waived by the Board, (ii) a transfer by beneficiary designation,
will or intestate succession or (iii) a transfer to one or more members of a Purchaser’s Immediate Family or to a trust
established by a Purchaser for the benefit of a Purchaser and/or one or more members of a Purchaser’s Immediate Family,
provided in the case of clause (ii) or (iii), that the Transferee agrees in writing on a form prescribed by the Company to be
bound by all provisions of this Agreement. 


 


(f) Termination
of Rights as Shareholder. If the Company makes available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Shares to be purchased in accordance with this Section 2, then after such time the person
from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to
receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in
accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by
this Agreement.


 


SECTION
3. Other Restrictions On Transfer.


 


(a) Purchaser
Representations. In connection with the issuance and acquisition of Shares under this Agreement, each Purchaser hereby
severally (and not jointly and severally) represents and warrants to the Company as follows:


 


(i) The
Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or
for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.


 


(ii) The
Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption
therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities
Act or a Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such
registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register
the Purchased Shares.


 




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(iii)
The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities
Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of
certain conditions, including (without limitation) the availability of certain current public information about the issuer,
the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through
an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month
period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set
forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the
foreseeable future.


 


(iv) The
Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities
Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees
that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this
Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in
substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased
Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities
Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the
proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under
state securities law.


 


(v) The
Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for
deciding whether to invest in the Purchased Shares, and a Purchaser has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the issuance of the Purchased Shares.


 


(vi) The
Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject
to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares
for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.


 


(b) Securities
Law Restrictions. Regardless of whether the offering and sale of Shares under this Agreement have been registered under the
Securities Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may
impose restrictions upon the sale, pledge or other transfer of the Purchased Shares (including the placement of appropriate legends
on Shares certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions
are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any State or any other
law.


 




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(c) Market
Stand-Off. In connection with any underwritten public offering by the Company or any successor-in-interest to the Company
of equity securities of the Company or its successor for the account of the Company or such successor, pursuant to an effective
registration statement on Form S-1 filed under the Securities Act, a Purchaser or a Transferee shall not directly or indirectly
sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of,
purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing
transactions with respect to, any Purchased Shares without the prior written consent of the Company or its managing underwriter.
Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of
the final prospectus for the offering as may be requested by the Company, its successor or such underwriter. In no event, however,
shall such period exceed 360 days plus
such additional period as may reasonably be requested by the Company or such successor or such underwriter to accommodate regulatory
restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions,
including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the Financial Institute Regulatory Authority
(“FINRA”)
and Rule 472(f)(4) of the New York Shares Exchange, as amended, or any similar successor rules.
The Market Stand-Off shall in any event terminate eighteen (18) months after the date of the Company’s IPO. In the event
of the declaration of a Shares dividend, a spin-off, a Shares split, an adjustment in conversion ratio, a recapitalization or
a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted
or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market
Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order
to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until
the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth
in this Section 3(c). This Section 3(c) shall not apply to Shares registered in the public offering under the Securities
Act.


 


(d) Rights
of the Company. The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold
or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord
voting, dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this
Agreement.


 


SECTION
4. Successors And Assigns.


 


Except as otherwise expressly
provided to the contrary, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and
its successors and assigns and be binding upon each Purchaser and such Purchaser’s legal representatives, heirs, legatees,
distributees, assigns and transferees by operation of law, whether or not any such person has become a party to this Agreement
or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof.


 




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SECTION
5. Tax Election.


 


The acquisition of the Purchased
Shares may result in adverse tax consequences that may be avoided or mitigated by filing an election under Code Section 83(b).
Such election may be filed only within 30 days after the date of purchase. The form for making the Code Section 83(b) election
is attached to this Agreement as Exhibit I. The Purchaser should consult with his or her tax advisor to determine the tax
consequences of acquiring the Purchased Shares and the advantages and disadvantages of filing the Code Section 83(b) election.
The Purchaser acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under
Code Section 83(b), even if a Purchaser requests the Company or its representatives to make this filing on his or her behalf.


 


SECTION
6. Legends.


 


All certificates evidencing
Purchased Shares shall bear the following legends:


 


“THE SHARES REPRESENTED HEREBY
MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT
GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS UPON
TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT
TO THE HOLDER HEREOF WITHOUT CHARGE.”


 


“THE SHARES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.”


 


If required by the authorities of any State
in connection with the issuance of the Purchased Shares, the legend or legends required by such State authorities shall also be
endorsed on all such certificates.


 


SECTION
7. Notice.


 


Any notice required by the
terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit
with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with
Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive
office and to a Purchaser at the address that he or she most recently provided to the Company in accordance with this Section 8.


 




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SECTION
8. Entire Agreement.


 


This Agreement constitutes
the entire contract between the parties hereto with regard to the subject matter hereof. It supersedes any other agreements, representations
or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.


 


SECTION
9. Choice Of Law.


 


This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Nevada, as such laws are applied to contracts entered into and performed
in such State.


 


SECTION
10. COUNTERPARTS AND FACSIMILE SIGNATURES.


 


This Agreement may be executed in one or more
counterparts each of which shall be deemed to be an original and all of which when taken together shall be deemed to be one and
the same instrument. Facsimile or electronic signatures shall have the same meaning and legal effect as ribbon original signatures.


 


SECTION
11. Definitions.


 


(a)
“Agreement” shall mean this Share Purchase Agreement.


 


(b)
“Board” shall mean the Board of Directors of the Company, as constituted from time to time.


 


(c)
“Change in Control” shall mean (i) the consummation of a merger or consolidation of the Company with
or into another entity or (ii) the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding,
a merger or consolidation of the Company shall not constitute a “Change in Control” if immediately after such
merger or consolidation a majority of the voting power of the capital Shares of the continuing or surviving entity, or any
direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were the
Company’s Sharesholders immediately prior to such merger or consolidation in substantially the same proportions as
their ownership of the voting power of the Company’s capital Shares immediately prior to such merger or
consolidation.


 


(d)
“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


(e) “Immediate
Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive
relationships.


 


(f) “Parent”
shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of
the corporations other than the Company owns Shares possessing 50% or more of the total combined voting power of all classes
of Shares in one of the other corporations in such chain.


 




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(g) “Purchased
Shares” shall mean the Shares purchased by a Purchaser pursuant to this Agreement.


 


(h) “Purchase
Price” shall mean the dollar value of the consideration for which the Shares are purchased pursuant to Schedule A
to this Agreement.


 


(i) “Right
of First Refusal” shall mean the Company’s right of first refusal described in Section 2.


 


(j) “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(k) “Share”
shall mean one of the Shares.


 


(l) “Shares”
shall mean the Common Stock of the Company.


 


(m)
“Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns Shares
possessing 50% or more of the total combined voting power of all classes of Shares in one of the other corporations in such
chain.


 


(n) “Transferee”
shall mean any person to whom a Purchaser has directly or indirectly transferred any Purchased Share.


 


(o) “Transfer
Notice” shall mean the notice of a proposed transfer of Purchased Shares described in Section 2.


 


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left blank]


 




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In
Witness Whereof, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer,
as of the day and year first above written.


 


	 	LOGICAL CHOICE CORPORATION
	 	 	 
	 	By:	 
	 	Name:	Sheri Lofgren
	 	Title:	Chief Financial Officer


 


Company
Signature Page


 




    	 



    	 



    


 


PURCHASER
SIGNATURE PAGE


 


In
Witness Whereof, each of the Purchaers has executed this Agreement, individually or in the case of an entity by its duly
authorized officer, as of the day and year first above written.


 


	 	Name of Purchaser:
	 	 
	 	Vert Capital Corp.
	 	 	 
	 	By:	 
	 	Name:	Michael Pope
	 	Title:	President
	 	 
	 	Lackamoola LLC
	 	 
	 	By:	 
	 	Name:	Jean Weiss
	 	Title:	Member
	 	 	 
	 	 
	 	Elliot Weiss
	 	 	 
	 	Westbourne Holdings Ltd.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Gross Children Family Trust II
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 



    	 



    	 



    


 


	 	CAELLM Ventures, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Huston Barnet, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Roma Ventures, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Forbes Henry, LLC
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 



 



    	 



    	 



    


 


Schedule
A


 


List
of Purchasers, Shares and Purchase Price


 


	Name of Purchaser	 	No. of Shares

    Purchased	 	 	Purchase Price

    and Note	 
	Vert Capital Corp.	 	 	16,000,000	 	 	$	320,000	 
	Lackamoola, LLC	 	 	320,000	 	 	$	6,400	 
	Elliot Weiss	 	 	30,000	 	 	$	600	 
	Westbourne Holdings  Ltd.	 	 	2,250,000	 	 	$	45,000	 
	Gross Children Family Trust II	 	 	2,000,000	 	 	$	40,000	 
	Caellm Ventures, LLC	 	 	1,500,000	 	 	$	30,000	 
	Huston Barnet, Inc.	 	 	1,250,000	 	 	$	25,000	 
	Roma Ventures, LLC	 	 	1,000,000	 	 	$	20,000	 
	Forbes Henry,
    LLC	 	 	1,000,000	 	 	$	20,000	 
	Total	 	 	25,350,000	 	 	$	507,000