1045
Progress Circle


Lawrenceville,
GA 30043


 


April
1, 2015


 


Dr.
Rudy Crew


7373
Springridge Road


Dainridge
Island, WA 98110


 


Dear
Dr. Crew:


 


This
letter will serve to outline our mutual agreement and understanding with regard to your becoming a member of the board of directors
(the “Board”) of Boxlight Corporation, a Nevada corporation (“Boxlight”). It is understood
that you will become a member of the Board of Boxlight effective as of the date of this letter agreement.


 


As
you know, Boxlight has previously filed a registration statement on Form S-1 with the SEC and is planning on shortly filing Amendment
No. 2 to the registration statement in response to a letter of comments we just received from the staff of the SEC. In connection
therewith you agree to:


 


	 	●	include
    in Amendment 2 to the Registration Statement and all subsequent amendments thereto (collectively, the “Registration
    Statement”), the listing of your name as a director of Boxlight;
	 	 	 
	 	●	furnish
    to Boxlight and its securities counsel, your resume for at least the past five years for inclusion in the Registration Statement;
    and
	 	 	 
	 	●	submit
    to a background check if requested by Boxlight or its underwriter and complete and submit to Boxlight’s counsel an officers
    and directors questionnaire.


 


This
letter will confirm that upon completion of the proposed initial public offering, Boxlight will obtain and maintain not less than
$10.0 million of officers and directors liability insurance coverage.


 


In
consideration for your agreement to serve on the Board, Boxlight hereby agrees to sell to you 40,000 shares of the common Stock,
$0.001 par value per share, of Boxlight (the “Boxlight Common Stock”) or such other number of shares of Boxlight
Common Stock as shall be equal to one-half of one percent (0.5%) of the “Fully-Diluted Common Stock” of Boxlight,
as hereinafter defined (the “Subject Shares”). The purchase price for the Subject Shares will be $0.001 per
share (the “Purchase Price”).


 


In
addition to the Subject Shares, you shall be entitled to receive a director’s fee of $50,000 per annum, payable by Boxlight
on a quarterly basis, commencing after the completion of the contemplated initial public offering.


 




    	 



    	 



    

 


The
purchase and sale of the Subject Shares will be subject to the following terms and conditions.


 


	 	●	The
    closing of your purchase of the Subject Shares will take place on a date which shall be not later than two (2) business days
    prior to the effective date of the registration statement in connection with the initial public offering of Boxlight Common
    Stock (the “Closing Date”). Prior to the Closing Date, we will provide you with the exact number of the
    Subject Shares and the proposed effective date of such registration statement.
	 	 	 
	 	●	In
    the event and to the extent that Boxlight files in the future a registration statement registering for resale shares of its
    Common Stock then owned by other officers or directors, we will (if you so request) include your Subject Shares in such resale
    registration statement. 
	 	 	 
	 	●	However,
    unless otherwise approved by the board of directors of Boxlight (with you obtaining) you agree not to sell (i) any of the
    Subject Shares for at least six months from the Closing Date, (ii) more than 50% of the Subject Shares during the six month
    period commencing six months and ending twelve months from the Closing Date and (iii) more than 50% of the remaining balance
    of the Subject Shares during any six month period following one year from the Closing Date. 


 


As
used herein, the term “Fully-Diluted Common Stock” shall mean (a) all shares of Common Stock of Boxlight currently
issued and outstanding and (b) issuable upon conversion, exchange or exercise of convertible notes, convertible preferred stock
or warrants, including, without limitation, those securities issuable pursuant to signed definitive acquisition agreements in
connection with the acquisitions of Everest Display, Inc. and subsidiaries, Globisens Ltd. and Genesis Collaboration, LLC (the
“Existing Acquisitions”), as described in the Registration Statement; and in each case, immediately prior to
giving effect to any sale of Common Stock either (i) in connection with any acquisition other than the Existing Acquisitions,
(ii) for cash, in a private placement of securities, or (ii) to the public in connection with an initial public offering of Boxlight
securities.


 


This
letter agreed supersedes and renders null and void all prior agreements, written and oral, between us with respect to the subject
matters hereof.


 


If
the above is acceptable, please so indicate by executing and returning a copy of this letter agreement in the space provided below.


 


	Very
    truly yours,	 
	 	 	 
	BOXLIGHT
    CORPORATION	 
	 	 	 
	By:	/s/
Sheri Lofgren 	 
	 	Sheri
    Lofgren, Chief Financial Officer	 
	 	 	 
	ACCEPTED
    AND AGREED TO:	 
	 	 	 
	/s/
    Dr. Rudy Crew	 
	DR.
    RUDY CREW	 


 




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