Exhibit
10.1


 


BOXLIGHT
CORPORATION


 


UNDERWRITING
AGREEMENT


June
8, 2020


 


Maxim
Group LLC


405
Lexington Avenue


New
York, New York 10174


 


As
Representative of the Underwriters


named
on Schedule A hereto


 


Ladies
and Gentlemen:


 


Boxlight
Corporation, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein,
to issue and sell an aggregate of 13,333,333 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”),
to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”)
is acting as representative, the “Underwriters” and each an “Underwriter”). Such Shares
are hereinafter called the “Firm Securities.” The Company has also agreed to grant to the Representative on
behalf of the Underwriters an option (the “Option”) to purchase up to an additional 2,000,000 Shares (the “Option
Shares” or “Option Securities”, and together with the Shares, the “Offered Securities”
or “Securities”) on the terms set forth in Section 1(b) hereof and the offering of such Offered Securities
is hereinafter called the “Offering.”


 


The
Company confirms as follows its agreement with each of the Underwriters:


 


1.
Agreement to Sell and Purchase.


 


(a)
Purchase of Firm Securities. On the basis of the representations, warranties and agreements of the Company contained herein
and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the Underwriters, severally and not
jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company, the Shares, at a purchase price
(the “Purchase Price”) (prior to discount and commissions) of $0.75 per Share (or $0.6975 (net of discount
and commissions)).


 


(b)
Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative
on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The
purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount
and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time on or before the 45th
day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the
Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified
for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of shares of
Common Stock to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated
to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated
to purchase, the number of shares of Common Stock specified in the Option Notice. If any Option Shares are to be purchased, each
Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that bears the same proportion to the number
of Firm Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number
of Option Shares to be purchased bears to the total number of Firm Shares.


 






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2.
Delivery and Payment.


 


(a)
Closing. Delivery of the Firm Securities shall be made to the Representative through the facilities of the Depository Trust
Company (“DTC”) for the respective accounts of the Underwriters against payment of the Purchase Price by wire
transfer of immediately available funds to the order of the Company. Such payment shall be made at 10:00 a.m., New York City time,
on the second business day (the third business day, should the Offering be priced after 4:00 p.m., New York City Time) after the
date of this Agreement or at such time on such other date, not later than ten business days after such date, as may be agreed
upon by the Company and the Representative (such date is hereinafter referred to as the “Closing Date”).


 


(b)
Option Closing. To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters
(in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but
not earlier than the Closing Date) specified in the Option Notice.


 


(c)
Electronic Transfer. Electronic transfer of the Offered Securities shall be made at the time of purchase in such names
and in such denominations as the Representative shall specify.


 


(d)
Tax Stamps. The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Securities
by the Company to the Underwriters shall be borne by the Company. The Company shall pay and hold each Underwriter and any subsequent
holder of the Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying
United States federal and state and foreign stamp and other transfer taxes, if any, which may be payable or determined to be payable
in connection with the original issuance, sale and delivery to such Underwriter of the Securities.


 






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3.
Representations and Warranties of the Company. The Company represents and warrants to, and covenants with, each of the
Underwriters as follows:


 


(a)
Compliance with Registration Requirements. A registration statement on Form S-1 (Registration No. 333-238634) relating
to the Offered Securities, including a preliminary prospectus and such amendments to such registration statement as may have been
required prior to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933,
as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and
Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and has been
filed with the Commission. Copies of such registration statement and of each amendment thereto, if any, including the related
preliminary prospectuses, heretofore filed by the Company with the Commission have been delivered to the Underwriters. The term
“Registration Statement” means such registration statement on Form S-1 as amended at the time it becomes or
became effective, including financial statements, all exhibits and any information deemed to be included or incorporated by reference
therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Rules and Regulations, as applicable.
If the Company files a registration statement to register a portion of the Offered Securities and relies on Rule 462(b) of the
Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule
462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include
the Rule 462 Registration Statement, as amended from time to time. The term “preliminary prospectus” as used
herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time
as part of, or deemed to be part of or included in, the Registration Statement. The term “Prospectus” means
the final prospectus in connection with this Offering as first filed with the Commission pursuant to Rule 424(b) of the Rules
and Regulations or, if no such filing is required, the form of final prospectus included in the Registration Statement at the
effective date, except that if any revised prospectus or prospectus supplement shall be provided to the Representative by the
Company for use in connection with the Offered Securities which differs from the Prospectus (whether or not such revised prospectus
or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term “Prospectus” shall
also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided
to the Representative for such use. Any reference herein to the terms “amend”, “amendment” or “supplement”
with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include:
(i) the filing of any document under the Securities Exchange Act of 1934, as amended, and together with the rules and regulations
promulgated thereunder (collectively, the “Exchange Act”) after the effective date of the Registration Statement,
the date of such preliminary prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference,
and (ii) any such document so filed.


 


(b)
Effectiveness of Registration. The Registration Statement, any Rule 462 Registration Statement and any post-effective amendment
thereto have been declared effective by the Commission under the Act or have become effective pursuant to Rule 462 of the Rules
and Regulations. The Company has responded to all requests, if any, of the Commission for additional or supplemental information.
No stop order suspending the effectiveness of the Registration Statement or any Rule 462 Registration Statement is in effect and
no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are threatened by the
Commission.


 






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(c)
Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective
amendment thereto, at the time it became effective, when any document filed under the Exchange Act was or is filed and at all
subsequent times, complied and will comply in all material respects with the Act and the Rules and Regulations, and did not and
will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all
subsequent times when a prospectus is delivered or required (or, but for the provisions of Rule 172, would be required) by applicable
law to be delivered in connection with sales of Securities, complied and will comply in all material respects with the Act, the
Exchange Act and the Rules and Regulations, and did not or will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein not misleading, in the light of the circumstances under which they
were made. Each preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration
Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and
Regulations, and each preliminary prospectus and the Prospectus delivered to the Representative for use in connection with this
Offering is identical to the electronically transmitted copies thereof filed with the Commission on EDGAR, except to the extent
permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(c) do not apply to any statements
or omissions made in reliance on and in conformity with information relating to the Underwriters furnished in writing to the Company
by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment
or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph
under the caption “Underwriting” setting forth the amount of the selling concession, and (ii) in the twelfth and thirteenth
paragraphs under the caption “Underwriting” regarding stabilization, short positions and penalty bids constitutes
the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing
to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration
Statement or the Prospectus.


 


(d)
Company Not Ineligible Issuer. (i) At the time of filing the Registration Statement relating to the Securities and (ii)
as of the date of the execution and delivery of this Agreement (with such date being used as the determination date for purposes
of this clause (ii)), the Company was not and is not an “ineligible issuer” (as defined in Rule 405 of the Rules and
Regulations).


 


(e)
Disclosure at the Time of Sale. As of the Applicable Time, neither (i) the Issuer General Use Free Writing Prospectus(es)
(as defined below) issued at or prior to the Applicable Time, the most recent preliminary prospectus related to this Offering,
and the information included on Schedule II hereto, all considered together (collectively, the “General Disclosure
Package”), nor (ii) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General
Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence
does not apply to statements in or omissions from the General Disclosure Package based upon and in conformity with written information
furnished to the Company by the Underwriters through the Representative specifically for use therein, it being understood and
agreed that the only such information furnished by the Underwriters consists of the Underwriters’ Information.


 


As
used in this subsection and elsewhere in this Agreement:


 


“Applicable
Time” means 8:15 p.m. (New York City Time) on June 8, 2020 or such other time as agreed by the Company and the Representative.


 






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“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Rules
and Regulations, relating to the Offered Securities that (i) is required to be filed with the Commission by the Company, (ii)
is “a written communication that is a road show” within the meaning of Rule 433(d)(8)(i), whether or not required
to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description
of the Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed
with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).


 


“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution
to prospective investors, as evidenced by its being specified in Schedule I hereto.


 


“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free
Writing Prospectus.


 


(f)
Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times
through the Prospectus Delivery Period (as defined below), does not include any information that conflicts with the information
contained in the Registration Statement. The foregoing sentence does not apply to statements in or omissions from any Issuer Free
Writing Prospectus based upon and in conformity with the Underwriters’ Information. If at any time following the issuance
of an Issuer Free Writing Prospectus there occurred an event or development as a result of which such Issuer Free Writing Prospectus
conflicted with the information contained in the Registration Statement relating to the Securities or included an untrue statement
of material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances
prevailing at that subsequent time, not misleading, the Company has promptly notified the Representative and has promptly amended
or supplemented, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement
or omission.


 


(g)
Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the
later of the Closing Date, any Option Closing Date and the completion of the Underwriters’ distribution of the Offered Securities,
any offering material in connection with the offering or sale of the Offered Securities, the Registration Statement, the preliminary
prospectus, the Permitted Free Writing Prospectuses reviewed and consented to by the Representative and included in Schedule
I hereto, and the Prospectus. None of the Marketing Materials, as of their respective issue dates and at all subsequent times
through the Prospectus Delivery Period (as defined below), include any information that conflicts with the information contained
in the Registration Statement. If at any time following the issuance of any Marketing Material there occurred an event or development
as a result of which such Marketing Material conflicted with the information contained in the Registration Statement relating
to the Securities or included an untrue statement of material fact or omitted to state a material fact necessary in order to make
the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company has promptly
notified the Representative and has promptly amended or supplemented, at its own expense, such Marketing Material to eliminate
or correct such conflict, untrue statement or omission.


 






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(h)
Subsidiaries. All of the direct and indirect subsidiaries of the Company (each, a “Subsidiary”) are
set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, pledge, security interest,
encumbrance, right of first refusal, preemptive right or other similar restriction (each, a “Lien”), and all
of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities.


 


(i)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of this Agreement or any other agreement, document, certificate or instrument required to be delivered pursuant
to this Agreement (collectively, the “Transaction Documents”), (ii) a material adverse effect on the results
of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as
a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and
no action, claim, suit or proceeding (including, without limitation, a partial proceeding, such as a deposition), whether commenced
or threatened (each, a “Proceeding”) has been instituted in any such jurisdiction revoking, limiting or curtailing
or seeking to revoke, limit or curtail such power and authority or qualification.


 


(j)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals (as hereinafter defined in Section
3(l)). This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been)
duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, assuming due authorization,
execution and delivery by the Representative, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 






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(k)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents
to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon
any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.


 


(l)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
than: (i) the filing with the Commission of the Registration Statement and the Prospectus, (ii) application(s) to the Nasdaq Capital
Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iii) such filings, if any,
as are required to be made under applicable state securities laws, (iv) such notices, filings or authorizations as are required
to be obtained or made under applicable rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
and The Nasdaq Stock Market, and (v) such notices, filings or authorizations as have been obtained, given or made as of the date
hereof (collectively, the “Required Approvals”).


 


(m)
[Reserved.]


 


(n)
Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable
pursuant to this Agreement.


 






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(o)
Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement,
the General Disclosure Package and the Prospectus. The Company has not issued any capital stock since its most recently filed
periodic report under the Exchange Act, other than pursuant to the Company’s equity incentive plans, the issuance of shares
of Common Stock to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to
the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock (“Common Stock Equivalents”) and is outstanding as of the date of the most recently filed periodic
report under the Exchange Act. No individual or corporation, partnership, trust, incorporated or unincorporated association, joint
venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any
kind (each, a “Person”) has any right of first refusal, preemptive right, right of participation, or any similar
right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale
of the Securities or as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are
no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common
Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or
any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Underwriters) and will not result
in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than
adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights,
or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there are
no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and
there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound
to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company
are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance in all material respects with
all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of
Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements
or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge
of the Company, between or among any of the Company’s stockholders.


 






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(p)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
together with the Registration Statement, the General Disclosure Package and the Prospectus, being collectively referred to herein
as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed
any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in
all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company
included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and
documents described in the SEC Reports conform to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the rules and regulations thereunder to be described in the SEC Reports or to be
filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement
or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or
affected and (i) that is referred to in the SEC Reports, or (ii) is material to the Company’s business, has been duly authorized
and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company
and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the
remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefore may be brought. Except as disclosed in the SEC Reports, none
of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s
knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that,
with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s
knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation
of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental
laws and regulations.


 






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(q)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements
included within the SEC Reports, except as reflected or specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in
a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A)
trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the
Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate,
except pursuant to existing Company equity incentive plans or as set forth in the Registration Statement, the General Disclosure
Package and the Prospectus. The Company does not have pending before the Commission any request for confidential treatment of
information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance,
occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its
Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required
to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has
not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.


 


(r)
Litigation. There is no action, suit, inquiry, notice of violation or proceeding pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the
Securities or (ii) would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse
Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company
nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the
knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any
current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(s)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its
Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such
Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company
and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive
officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement
or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not
subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and
its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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(t)
Compliance. Except as disclosed in the SEC Reports and except as set forth in the Registration Statement, the General Disclosure
Package and the Prospectus, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is
in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which
it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment,
decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute,
rule, ordinance or regulation of any governmental authority, including, without limitation, all foreign, federal, state and local
laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and
labor matters, except in each case as would not have or reasonably be expected to result in a Material Adverse Effect.


 


(u)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance in all material respects with all federal, state,
local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface
water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand
letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered,
promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance
with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to
so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(v)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, except where the failure to possess such permits would not reasonably be expected to result in a Material
Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any written notice
of proceedings relating to the revocation or modification of any Material Permit.


 






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(w)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned
by them and good and marketable title in all personal property owned by them that is material to the business of the Company and
the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under
lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance in all material respects.


 


(x)
Intellectual Property. To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all
patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights,
licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective
businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively,
the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice
(written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected
to expire or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably
be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest
audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that
the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be
expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable
and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties,
except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property
Rights that are necessary to conduct its business.


 


(y)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Purchase
Price. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business without a significant increase in cost.


 






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(z)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of
the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is
presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner,
in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement
for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any
stock option plan of the Company.


 


(aa)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective and applicable to the Company as of the date hereof, and any
and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and
as of the Closing Date or the Option Closing Date, as applicable. Except as set forth in the SEC Reports, the Company and the
Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of
the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since
the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the
Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company and its Subsidiaries.


 






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(bb)
Certain Fees; FINRA Affiliation. Except as set forth in the Registration Statement, the General Disclosure Package and
the Prospectus, no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to
any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to
the transactions contemplated by the Transaction Documents. To the Company’s knowledge, there are no other arrangements,
agreements or understandings of the Company or, to the Company’s knowledge, any of its stockholders that may affect the
Underwriters’ compensation, as determined by FINRA. The Company has not made any direct or indirect payments (in cash, securities
or otherwise) to (i) any person, as a finder’s fee, investing fee or otherwise, in consideration of such person raising
capital for the Company or introducing to the Company persons who provided capital to the Company, (ii) any FINRA member, or (iii)
any person or entity that has any direct or indirect affiliation or association with any FINRA member within the 12-month period
prior to the date on which the Registration Statement was filed with the Commission (the “Filing Date”) or
thereafter. To the Company’s knowledge, no (i) officer or director of the Company or its subsidiaries, (ii) owner of 5%
or more of the Company’s unregistered securities or that of its subsidiaries or (iii) owner of any amount of the Company’s
unregistered securities acquired within the 180-day period prior to the Filing Date, has any direct or indirect affiliation or
association with any FINRA member. The Company will advise the Underwriters and their respective counsel if it becomes aware that
any officer, director or stockholder of the Company or its subsidiaries is or becomes an affiliate or associated person of a FINRA
member participating in the Offering.


 


(cc)
Investment Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Offered
Securities, will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.


 


(dd)
Registration Rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus,
no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities
of the Company or any Subsidiary.


 


(ee)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. Except as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date
hereof, received notice from the Nasdaq Capital Market to the effect that the Company is not in compliance with the listing or
maintenance requirements of the Nasdaq Capital Market. Except as disclosed in the SEC Reports, the Company is, and has no reason
to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing
corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing
corporation) in connection with such electronic transfer. The issuance and sale of the Securities hereunder does not contravene
the rules and regulations of The Nasdaq Stock Market.


 


(ff)
[Reserved.]


 


(gg)
No Integrated Offering. Neither the Company or any Person acting on its behalf, nor, to the Company’s knowledge,
any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with the Company (as such terms are used in and construed under Rule 405 under the Securities Act) (each, an “Affiliate”)
or any Person acting on their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers
to buy any security, under circumstances that would cause this offering of the Offered Securities to be integrated with prior
offerings by the Company for purposes of any applicable shareholder approval provisions of The Nasdaq Stock Market.


 






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(hh)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date and as of the Option Closing
Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Offered Securities hereunder, the
current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets,
after taking into account all anticipated uses of the cash, may be insufficient to pay all amounts on or in respect of its liabilities
when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as
they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as set forth
in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has no knowledge of any facts or
circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date or the Option Closing Date, as applicable. The Registration Statement,
the General Disclosure Package and the Prospectus sets forth as of the date hereof all outstanding secured and unsecured Indebtedness
of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than
trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations
in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under
leases required to be capitalized in accordance with GAAP. Except as set forth in the Registration Statement, the General Disclosure
Package and the Prospectus, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 


(ii)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, each of the Company and its Subsidiaries (i) has made or filed all United States federal, state
and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction
to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate
for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers
of the Company or of any Subsidiary know of no basis for any such claim.


 


(jj)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made
by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material
respect any provision of Foreign Corrupt Practices Act of 1977, as amended.


 






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(kk)
Accountants. The Company’s accounting firm is Dixon Hughes Goodman LLP (the “Accountants”). To
the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange
Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report
for the fiscal year ending December 31, 2020.


 


(ll)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid
to the Underwriters in connection with the Offering.


 


(mm)
[Reserved.]


 


(nn)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or Affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(oo)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation
within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the
Representative’s request.


 


(pp)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding
Company Act of 1956, as amended (the “BHCA”), and to regulation by the Board of Governors of the Federal Reserve
System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls,
directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent
or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(qq)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of
the Company or any Subsidiary, threatened.


 






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(rr)
Share Option Plans. Each share option granted by the Company under the Company’s share option plans was granted (i)
in accordance with the terms of the Company’s share option plans and (ii) with an exercise price at least equal to the fair
market value of the Common Stock on the date such share option would be considered granted under GAAP and applicable law. No share
option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there
is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate
the grant of share options with, the release or other public announcement of material information regarding the Company or its
Subsidiaries or their financial results or prospects.


 


(ss)
Officer’s Certificates. Any certificate signed by any officer of the Company or any of its Subsidiaries delivered
to the Representative or its counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the
matters covered thereby.


 


4.
Agreements of the Company. The Company agrees with the Underwriters as follows:


 


(a)
Amendments and Supplements to Registration Statement. The Company shall not, either prior to any effective date or thereafter
during such period as the Prospectus is required by law to be delivered (whether physically or through compliance with Rule 172
of the Rules and Regulations or any similar rule) (the “Prospectus Delivery Period”) in connection with sales
of the Securities by an Underwriter or dealer, amend or supplement the Registration Statement, the General Disclosure Package
or the Prospectus, unless a copy of such amendment or supplement thereof shall first have been submitted to the Representative
within a reasonable period of time prior to the filing or, if no filing is required, the use thereof and the Representative shall
not have objected thereto in good faith.


 


(b)
Amendments and Supplements to the Registration Statement, the General Disclosure Package, and the Prospectus and Other Securities
Act Matters. During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities
Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so
far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof,
the General Disclosure Package, the Registration Statement and the Prospectus. If, during the Prospectus Delivery Period, any
event or development shall occur or condition exist as a result of which the General Disclosure Package or the Prospectus, as
then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances then prevailing or under which they were made, as the
case may be, not misleading, or if it shall be necessary to amend or supplement the General Disclosure Package or the Prospectus
in order to make the statements therein, in the light of the circumstances then prevailing or under which they were made, as the
case may be, not misleading, or if in the opinion of the Representative it is otherwise necessary to amend or supplement the Registration
Statement, the General Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus,
in order to comply with the Act, the Rules and Regulations, the Exchange Act or the Exchange Act Rules, including in connection
with the delivery of the Prospectus, the Company agrees to (i) promptly notify the Representative of any such event or condition
and (ii) promptly prepare (subject to Section 4(a) and 4(f) hereof), file with the Commission (and use its best efforts to have
any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at its own
expense to the Representative (and, if applicable, to dealers), amendments or supplements to the Registration Statement, the General
Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the General
Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances then prevailing or under
which they were made, as the case may be, not misleading, or so that the Registration Statement or the Prospectus, as amended
or supplemented, will comply with the Act, the Rules and Regulations, the Exchange Act or the Exchange Act Rules or any other
applicable law.


 






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(c)
Notifications to the Underwriters. The Company shall use its best efforts to cause the Registration Statement to become
effective, and shall notify the Representative promptly, and shall confirm such advice in writing, (i) when any post-effective
amendment to the Registration Statement has become effective and when any post-effective amendment thereto becomes effective,
(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional
information, (iii) of the commencement by the Commission or by any state securities commission of any proceedings for the suspension
of the qualification of any of the Offered Securities for offering or sale in any jurisdiction or of the initiation, or the threatening,
of any proceeding for that purpose, including, without limitation, the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv)
of the happening of any event during the Prospectus Delivery Period that in the judgment of the Company makes any statement made
in the Registration Statement or the Prospectus misleading (including by omission) or untrue or that requires the making of any
changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances
in which they are made, not misleading (including by omission), and (v) of receipt by the Company or any representative of the
Company of any other communication from the Commission relating to the Company, the Registration Statement, any preliminary prospectus
or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement,
the Company shall use best efforts to obtain the withdrawal of such order at the earliest possible moment. The Company shall comply
with the provisions of and make all requisite filings with the Commission pursuant to Rules 424(b), 430A, 430B and 462(b) of the
Rules and Regulations and to notify the Representative promptly of all such filings.


 


(d)
Executed Registration Statement. The Company shall furnish to the Representative, without charge, one signed copy of the
Registration Statement, and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits
thereto, and shall furnish to the Representative, without charge, a copy of the Registration Statement and any post-effective
amendment thereto, including financial statements and schedules but without exhibits.


 






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(e)
Undertakings. The Company shall comply with all the provisions of any undertakings contained and required to be contained
in the Registration Statement.


 


(f)
Prospectus. The Company shall prepare the Prospectus in a form approved by the Representative and shall file such Prospectus
with the Commission pursuant to Rule 424(b) of the Rules and Regulations with a filing date not later than the second business
day following the execution and delivery of this Agreement. Promptly after the effective date of the Registration Statement, and
thereafter from time to time during the period when the Prospectus is required (or, but for the provisions of Rule 172 under the
Act, would be required) to be delivered, the Company shall deliver to the Representative, without charge, as many copies of the
Prospectus and any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use
of the Prospectus and any amendment or supplement thereto by the Representative and by all dealers to whom the Offered Securities
may be sold, both in connection with the offering or sale of the Offered Securities and for any period of time thereafter during
the Prospectus Delivery Period. If, during the Prospectus Delivery Period any event shall occur that in the judgment of the Company
or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the
circumstances under which it was made, not misleading (including by omission), or if it is necessary to supplement or amend the
Prospectus to comply with law, the Company shall forthwith prepare and duly file with the Commission an appropriate supplement
or amendment thereto, and shall deliver to the Representative, without charge, such number of copies thereof as the Representative
may reasonably request.


 


(g)
Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the
prior consent of the Representative, will not make, any offer relating to the Offered Securities that would constitute a “free
writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained
by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative
hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto.
Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing
Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing
Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements
of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with
the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there
occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained
in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would
omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that
subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at
its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The
Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to
file with the Commission any electronic road show.


 






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(h)
Compliance with Blue Sky Laws. Prior to any public offering of the Securities by the Underwriters, the Company shall cooperate
with the Representative and counsel to the Underwriters in connection with the registration or qualification (or the obtaining
of exemptions from the application thereof) of the Offered Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions as the Representative may so request, provided, however, that in no event shall the Company
be obligated to qualify a public offering outside the United States or to do business as a foreign corporation in any jurisdiction
where it is not now so qualified, to qualify or register as a dealer in securities, to take any action which would subject it
to general service of process in any jurisdiction where it is not now so subject or subject itself to ongoing taxation in respect
of doing business in any jurisdiction in which it is not so subject.


 


(i)
Delivery of Financial Statements. During a period of five years commencing on the effective date of the Registration Statement
applicable to the Underwriters, the Company shall furnish to the Representative and each other Underwriter who may so request
copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally
to the holders of any class of its capital stock, and will furnish to the Representative and each other Underwriter who may so
request a copy of each annual or other report it shall be required to file with the Commission; provided, however, that the availability
of electronically transmitted copies filed with the Commission pursuant to EDGAR shall satisfy the Company’s obligation
to furnish copies hereunder.


 


(j)
Availability of Earnings Statements. The Company shall make generally available to holders of its securities as soon as
may be practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the
calendar quarter in which the most recent effective date occurs in accordance with Rule 158 of the Rules and Regulations, an earnings
statement (which need not be audited but shall be in reasonable detail) covering a period of twelve (12) months ended commencing
after the effective date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations).


 


(k)
Consideration; Payment of Expenses. In consideration of the services to be provided for hereunder, the Underwriters or
their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect
to the Offered Securities they are offering:


 


(i)
An underwriting discount equal to seven percent (7%) of the aggregate gross proceeds raised in the Offering (the “Underwriting
Discount”); and


 


(ii)
The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the
event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess
of FINRA rules or that the terms thereof require adjustment.


 






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(iii)
Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated
or this Agreement is terminated, the Company hereby agrees to pay the following:


 


(1)
all expenses in connection with the preparation, printing, formatting for EDGAR and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering
of copies thereof to the Underwriters and dealers;


 


(2)
all filing fees in connection with filings with FINRA’s Public Offering System;


 


(3)
all fees, disbursements and expenses of the Company’s counsel, accountants and other agents and representatives in connection
with the registration of the Securities under the Act and the Offering;


 


(4)
all expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or
blue sky laws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’
counsel;


 


(5)
all fees and expenses in connection with listing the Securities on a national securities exchange;


 


(6)
all expenses, including travel and lodging expenses, of the Company’s officers, directors and employees and any other expense
of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities and any
fees and expenses associated with the i-Deal system and NetRoadshow;


 


(7)
any stock transfer taxes or other taxes incurred in connection with this Agreement or the offering, including any stock transfer
taxes payable upon the transfer of securities to the Underwriters;


 


(8)
the costs associated with preparing, printing and delivering certificates representing the Securities;


 


(9)
the cost and charges of any transfer agent or registrar for the Securities;


 


(10)
subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident
to the Offering that are not otherwise specifically provided for in this Section 4(k);


 


(11)
costs relating to background checks of the Company’s officers and directors;


 


provided,
however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred
by the Underwriters shall not exceed $85,000 in the aggregate.


 




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(l)
Reimbursement of Expenses upon Termination of Agreement. If this Agreement shall be terminated by the Company pursuant
to any of the provisions hereof or if for any reason the Company shall be unable to perform its obligations or to fulfill any
conditions hereunder, or if the Underwriters shall terminate this Agreement pursuant to the last paragraph of Section 5, Section
7(a), Section 7(e) or Section 7(f), the Company shall reimburse the Underwriters for all documented, pre-approved out-of-pocket
expenses (including the reasonable fees, disbursements and other charges of counsel to the Underwriter) actually incurred by the
Underwriters in connection herewith and as allowed under FINRA Rule 5110; provided, however, that the maximum amount
of costs and expenses to be reimbursed by Company to the Underwriters pursuant to this Section 4(l) shall not exceed $85,000 (including
the reasonable fees, disbursements and other charges of counsel to the Underwriters).


 


(m)
No Stabilization or Manipulation. The Company shall not at any time, directly or indirectly, take any action intended to
cause or result in, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation,
under the Act or otherwise, of the price of the Shares or the Securities to facilitate the sale or resale of any of the Securities.


 


(n)
Use of Proceeds. The Company shall apply the net proceeds from the offering and sale of the Securities to be sold by the
Company in the manner set forth in the General Disclosure Package and the Prospectus under “Use of Proceeds” and shall
file such reports with the Commission with respect to the sale of the Securities and the application of the proceeds therefrom
as may be required in accordance with Rule 463 under the Act.


 


(o)
Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180)
days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent
may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, warrants,
or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives
transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership
of shares of common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common
stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in
clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of
common stock issued pursuant to a trading plan established prior to March 31, 2020 pursuant to Rule 10b5-1 of the Exchange Act,
and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement,
the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement
to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the
term of such warrants. The Company has caused each of its officers and directors of the Company to enter into agreements with
the Representative in the form set forth in Exhibit A.


 


(p)
Lock-Up Releases. If Maxim, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up
letter described in Section 4(o) hereof for an officer or director of the Company and provides the Company with notice of the
impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees
to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a
major news service at least two business days before the effective date of such release or waiver, or any other method that satisfies
the obligations described in FINRA Rule 5131(d)(2) at least two business days before the effective date of the release or waiver.


 




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(q)
NASDAQ listing. The Company will use its reasonable best efforts to effect and maintain the listing of the common stock
on the NASDAQ Capital Market for at least three (3) years after the Closing Date.


 


(r)
The Company shall use its best efforts to maintain the effectiveness of the Registration Statement and a current Prospectus relating
thereto during the Prospectus Delivery Period.


 


5.
Conditions of the Obligations of the Underwriters. The obligation of the Underwriters to purchase the Firm Securities on
the Closing Date or the Option Securities on the Option Closing Date, as the case may be, as provided herein is subject to the
accuracy of the representations and warranties of the Company, the performance by the Company of its covenants and other obligations
hereunder and to the following additional conditions:


 


(a)
Post Effective Amendments and Prospectus Filings. Notification that the Registration Statement has become effective shall
be received by the Representative not later than 4:30 p.m., New York City time, on the date of this Agreement or at such later
date and time as shall be consented to in writing by the Representative and all filings made pursuant to Rules 424, 430A, or 430B
of the Rules and Regulations, as applicable, shall have been made or will be made prior to the Closing Date in accordance with
all such applicable rules.


 


(b)
No Stop Orders, Requests for Information and No Amendments. (i) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall be pending or are, to the knowledge of the Company,
threatened by the Commission, (ii) no order suspending the qualification or registration of the Offered Securities under the securities
or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened
or contemplated by the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff
of the Commission or any such authorities shall have been complied with to the satisfaction of the staff of the Commission or
such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall
have been filed unless a copy thereof was first submitted to the Representative and the Representative did not object thereto
in good faith, and the Representative shall have received certificates, dated the Closing Date and the Option Closing Date and
signed by the Chief Executive Officer or the Chairman of the Board of Directors and the Chief Financial Officer of the Company
in their capacities as such, and not individually, (who may, as to proceedings threatened, certify to their knowledge), to the
effect of clauses (i), (ii) and (iii).


 


(c)
No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement
and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there
shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations,
direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business
other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities
(other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans
of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any
dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material
amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.


 




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(d)
No Actions, Suits or Proceedings. Since the respective dates as of which information is given in the Registration Statement,
the General Disclosure Package and the Prospectus, there shall have been no actions, suits or proceedings instituted, or to the
Company’s knowledge, threatened against or affecting, the Company or its subsidiaries or any of their respective officers
in their capacity as such, before or by any federal, state or local court, commission, regulatory body, administrative agency
or other governmental body, domestic or foreign.


 


(e)
All Representations True and Correct and All Conditions Fulfilled. Each of the representations and warranties of the Company
contained herein shall be true and correct as of the date of the Agreement and at the Closing Date as if made at the Closing Date
and any Option Closing Date, as the case may be, and all covenants and agreements contained herein to be performed by the Company
and all conditions contained herein to be fulfilled or complied with by the Company at or prior to the Closing Date and any Option
Closing Date, shall have been duly performed, fulfilled or complied with.


 


(f)
Opinions of Counsel to the Company. The Underwriters shall have received the opinions and letters, each dated the Closing
Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative
and counsel for the Underwriters, from Michelman & Robinson, LLP, as corporate/securities counsel.


 


(g)
Opinion of Counsel to the Underwriters. The Representative shall have received an opinion, dated the Closing Date and any
Option Closing Date, as the case may be, from Pryor Cashman LLP, securities counsel to the Underwriters, with respect to the Registration
Statement, the Prospectus and this Agreement, which opinions shall be satisfactory in all respects to the Representative.


 


(h)
Accountants’ Comfort Letter. On the date of the Prospectus, the Representative shall have received from the Accountants
a letter dated the date of its delivery, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative
and counsel to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort
letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with
respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement
and the Prospectus. At the Closing Date and any Option Closing Date, as the case may be, the Representative shall have received
from the Accountants a letter dated such date, in form and substance reasonably satisfactory to the Representative and counsel
to the Underwriters, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to the preceding
sentence and have conducted additional procedures with respect to certain financial figures included in the Prospectus, except
that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior
to the Closing Date or any Option Closing Date, as the case may be.


 




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(i)
Officers’ Certificates. At the Closing Date and any Option Closing Date, there shall be furnished to the Representative
an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial
Officer of the Company, in their capacities as such, and not individually, in form and substance satisfactory to the Representative
and counsel to the Underwriters, to the effect that:


 


(i)
each signer of such certificate has carefully examined the Registration Statement and the Prospectus;


 


(ii)
there has not been a Material Adverse Change; and


 


(iii)
with respect to the matters set forth in Sections 5(b)(i) and 5(e).


 


(j)
Transfer Agent’s Certificate. The Company’s transfer agent shall have furnished or caused to be furnished to
the Representative a certificate satisfactory to the Representative of one of its authorized officers with respect to the issuance
of the Shares and such other customary matters related thereto as the Representative may reasonably request.


 


(k)
Eligible for DTC Clearance. At or prior to the Closing Date and each Option Closing Date, the Shares shall be eligible
for clearance and settlement through the facilities of the DTC.


 


(l)
Lock-Up Agreements. At the date of this Agreement, the Representative shall have received the executed “lock-up”
agreements referred to in Section 4(o) hereof from the Company’s officers and directors.


 


(m)
Compliance with Blue Sky Laws. The Securities shall be qualified for sale in such states and jurisdictions as the Representative
may reasonably request, including, without limitation, qualification for exemption from registration or prospectus delivery requirements
in the provinces and territories of Canada and other jurisdictions outside the United States, and each such qualification shall
be in effect and not subject to any stop order or other proceeding on the Closing Date and the Option Closing Date.


 


(n)
Stock Exchange Listing. The Shares shall have been duly authorized for listing on the NASDAQ Capital Market, subject to
official notice of issuance.


 


(o)
Exchange Act Registration. One or more registration statements in respect of the Shares have been filed on Form 8-A pursuant
to Section 12(b) of the Exchange Act, each of which registration statement complies in all material respects with the Exchange
Act.


 




    	- 25 -



    	 



    

 


(p)
Good Standing. At the Closing Date and any Option Closing Date, the Company shall have furnished to the Representative
satisfactory evidence of the good standing of the Company and its subsidiaries, in their respective jurisdictions of organization
(to the extent the concept of “good standing” or such equivalent concept exists under the laws of the applicable jurisdictions),
in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
If the applicable jurisdiction does not have a concept of “good standing,” the Company will furnish evidence in writing
or any standard form of telecommunication from the appropriate governmental authorities that the relevant company was duly incorporated
and remains duly registered in the jurisdiction of its incorporation.


 


(q)
Company Certificates. The Company shall have furnished to the Representative such certificates, in addition to those specifically
mentioned herein, as the Representative may have reasonably requested as to the accuracy and completeness at the Closing Date
and any Option Closing Date of any statement in the Registration Statement, the General Disclosure Package or the Prospectus,
as to the accuracy at the Closing Date and any Option Closing Date of the representations and warranties of the Company herein,
as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent
to the obligations hereunder of the Underwriters.


 


(r)
No Objection. FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness
of the underwriting terms and arrangements relating to the offering of the Offered Securities.


 


If
any of the conditions hereinabove provided for in this Section 5 shall not have been fulfilled when and as required by this Agreement
to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representative by notifying the Company
of such termination in writing at or prior to the Closing Date or any Option Closing Date, as the case may be.


 


6.
Indemnification.


 


(a)
Indemnification of the Underwriters. The Company shall indemnify and hold harmless each Underwriter, its affiliates, the
directors, officers, employees and agents of such Underwriter and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses
and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between
any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject
under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, liabilities, expenses or damages arise out of or are based on (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed
to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and
430B of the Rules and Regulations, as applicable, or the omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus
or the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities,
including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (collectively,
Marketing Materials”) or the omission or alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading or (iv) in whole or in part
any inaccuracy in any material respect in the representations and warranties of the Company contained herein; provided,
however, that the Company shall not be liable to the extent that such loss, claim, liability, expense or damage is based
on any untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with Underwriters’
Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.


 




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(b)
Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the
Company, its affiliates, the directors, officers, employees and agents of the Company and each other person or entity, if any,
who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities,
claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and
all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened,
or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages
or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules
430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any
of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any
such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’ Information;
provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the
underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunder. The parties agree
that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material
referred to in the last sentence of Section 3(c) hereof.


 




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(c)
Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 6 shall, promptly
after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an
indemnifying party or parties under this Section 6, notify each such indemnifying party of the commencement of such action, enclosing
a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from
any liability that it may have to any indemnified party under the foregoing provisions of this Section 6 unless, and only to the
extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such
action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party
will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly
after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with counsel satisfactory to the indemnified party, and after notice
from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be
liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable out-of-pocket
costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will
have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be
at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in
writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnified party has reasonably
concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded
that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party
and the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action
on behalf of the indemnified party), (iv) the indemnifying party does not diligently defend the action after assumption of the
defense, or (v) the indemnifying party has not in fact employed counsel satisfactory to the indemnified party to assume the defense
of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable
fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood
that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such
jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be
reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement
of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying
party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether
or not any indemnified party is a party thereto), unless (x) such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii)
does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party, and (y) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement,
compromise or judgment. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable
for any settlement of the nature contemplated by Section 6(a) effected without its written consent if (A) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid request, (B) such indemnifying party shall have
received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.


 




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(d)
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided
for in the foregoing paragraphs of this Section 6 is applicable in accordance with its terms but for any reason is held to be
unavailable, the Company and the Underwriters shall contribute to the total losses, claims, liabilities, expenses and damages
(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement
of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons
other than the Underwriters, such as persons who control the Company within the meaning of the Act, officers of the Company who
signed the Registration Statement and directors of the Company, who may also be liable for contribution), to which the Company
and the Underwriter may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the offering of the Securities pursuant to this Agreement. The
relative benefits received by the Company and the Underwriters shall be deemed to be in the same proportion as (x) the total proceeds
from the Offering (net of underwriting discount and commissions but before deducting expenses) received by the Company bears to
(y) the underwriting discount and commissions received by the Underwriters, in each case as set forth in the table on the cover
page of the Prospectus. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law,
the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred
to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the other,
with respect to the statements or omissions which resulted in such loss, claim, liability, expense or damage, or action in respect
thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined
by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree
that it would not be just and equitable if contributions pursuant to this Section 6(d) were to be determined by pro rata allocation
or by any other method of allocation (even if the Underwriters were treated as one entity for such purpose) which does not take
into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of
the loss, claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 6(d) shall be deemed
to include, for purpose of this Section 6(d), any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no Underwriter
shall be required to contribute any amount in excess of the underwriting discounts and commissions received by it. No person found
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6(d), any person who controls
a party to this Agreement within the meaning of the Act will have the same rights to contribution as that party, and each officer
of the Company who signed the Registration Statement will have the same rights to contribution as the Company, and each director,
officer, employee, counsel or agent of an Underwriter will have the same rights to contribution as such Underwriter, subject in
each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim for contribution may be made under this Section 6(d), will notify any such
party or parties from whom contribution may be sought, but the omission so to notify will not relieve the party or parties from
whom contribution may be sought from any other obligation it or they may have under this Section 6(d). The obligations of the
Underwriters to contribute pursuant to this Section 6(d) are several in proportion to the respective number of Securities to be
purchased by each of the Underwriters hereunder and not joint. No party will be liable for contribution with respect to any action
or claim settled without its written consent (which consent will not be unreasonably withheld).


 




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(e)
Survival. The indemnity and contribution agreements contained in this Section 6 and the representations and warranties
of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation
made by or on behalf of any Underwriter or any controlling Person thereof, (ii) acceptance of any of the Securities and payment
therefor or (iii) any termination of this Agreement.


 


7.
Termination. The obligations of the Underwriters under this Agreement may be terminated at any time prior to the Closing
Date (or, with respect to the Option Securities, on or prior to the Option Closing Date), by notice to the Company from the Representative,
without liability on the part of the Underwriters to the Company, if, prior to delivery and payment for the Firm Securities (or
the Option Securities, as the case may be), in the sole judgment of the Representative, any of the following shall occur:


 


(a)
trading or quotation in any of the equity securities of the Company shall have been suspended or limited by the Commission, The
Nasdaq Stock Market or by an exchange or otherwise;


 


(b)
trading in securities generally on the New York Stock Exchange, the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market,
the NASDAQ Global Select Market shall have been suspended or limited or minimum or maximum prices shall have been generally established
on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been
imposed upon trading in securities generally by such exchange or by order of the Commission or any court or other governmental
authority;


 


(c)
a general banking moratorium shall have been declared by any of U.S. federal, New York authorities;


 


(d)
the United States shall have become engaged in new hostilities, there shall have been an escalation in hostilities involving the
United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred
such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result
of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United
States shall be such), or any other calamity or crisis shall have occurred, the effect of any of which is such as to make it impracticable
or inadvisable to market the Securities on the terms and in the manner contemplated by the Prospectus;


 




    	- 30 -



    	 



    

 


(e)
the Company shall have sustained a loss material or substantial to the Company by reason of flood, fire, accident, hurricane,
earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, the effect
of any of which is such as to make it impracticable or inadvisable to market the Securities on the terms and in the manner contemplated
by the Prospectus; or


 


(f)
there shall have been a Material Adverse Change.


 


8.
Underwriter Default.


 


(a)
If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunder, and if the
Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect
to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number
of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company
that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased
as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate
number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments
to eliminate fractional shares as the Representative in its discretion shall make.


 


(b)
In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives
may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters
who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days
after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section
8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each
case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter
or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or
their default hereunder.


 




    	- 31 -



    	 



    

 


(c)
In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another
party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period,
not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement
or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement
to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary
or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section
8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.


 


9.
Miscellaneous.


 


(a)
Notices. Notice given pursuant to any of the provisions of this Agreement shall be in writing and, unless otherwise specified,
shall be mailed, hand delivered or telecopied (a) if to the Company, at the office of the Company, 1045 Progress Circle, Lawrenceville,
Georgia 30043, telephone number: (678) 367-0809, Attention: Chief Executive Officer, or (b) if to the Representative or any Underwriter,
to Maxim Group LLC, 405 Lexington Avenue, New York, New York 100174, Attention: Legal Department, telecopy number: (212) 895-3555.
Any such notice shall be effective only upon receipt. Any notice under Section 6 hereof may be made by telecopy or telephone,
but if so made shall be subsequently confirmed in writing.


 


(b)
No Third Party Beneficiaries. This Agreement has been and is made solely for the benefit of the Underwriters, the Company
and, with respect to Section 6, the controlling persons, directors, officers, employees, counsel and agents referred to in Section
6 hereof, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement. The term “successors and assigns” as used in this Agreement shall not include a purchaser of Securities
from any Underwriter in his, her or its capacity as such a purchaser, as such purchaser of Securities from such Underwriter.


 


(c)
Survival of Representations and Warranties. All representations, warranties and agreements of the Company contained herein
or in certificates or other instruments delivered pursuant hereto shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Underwriters or any of their controlling persons and shall survive delivery of
and payment for the Securities hereunder.


 


(d)
Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Securities
pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related
discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters,
on the other hand, (ii) in connection with the Offering contemplated by this Agreement and the process leading to such transaction,
the Underwriters are and have been acting pursuant to a contractual relationship created solely by this Agreement and are not
agents or fiduciaries of the Company or its securityholders, creditors, employees or any other party, (iii) no Underwriter has
assumed nor will it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the
Securities contemplated by this Agreement or the process leading thereto (irrespective of whether such Underwriter or its affiliates
has advised or is currently advising the Company on other matters) and each such Underwriter has no obligation to the Company
with respect to the offering of the Securities contemplated by this Agreement except the obligations expressly set forth in this
Agreement, (iv) the Underwriters and their affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Company, and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect
to the Offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors
to the extent it deemed appropriate.


 




    	- 32 -



    	 



    

 


(e)
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.


 


(f)
Submission to Jurisdiction. The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or
United States federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising
out of or relating to this Agreement, the Disclosure Package, the Prospectus, the Registration Statement, or the offering of the
Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action
or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company has or hereafter
may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process
with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity
in respect of any such suit, action or proceeding including without limitation, any immunity pursuant to the U.S. Foreign Sovereign
Immunities Act of 1976, as amended. Each of the Underwriters and the Company further agrees to accept and acknowledge service
of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York,
New York County, or in the United States District Court for the Southern District of New York and agrees that service of process
upon the Company mailed by certified mail or delivered by Federal Express via overnight delivery to the Company’s address
shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding, and service
of process upon an Underwriter mailed by certified mail or delivered by Federal Express via overnight delivery to the Underwriters’
address shall be deemed in every respect effective service of process upon such Underwriter in any such suit, action or proceeding.


 


(g)
Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder
into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the
rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase
United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment
is given. The obligation of the Company with respect to any sum due from it to an Underwriter or any person controlling such Underwriter
shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business
day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that
such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such
other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling
person hereunder, the Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter
or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to
such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company an amount
equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.


 




    	- 33 -



    	 



    

 


(h)
Counterparts. This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument.


 


(i)
Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


(j)
Waiver of Jury Trial. The Company and each Underwriter each hereby irrevocably waive any right they may have to a trial
by jury in respect of any claim based upon or arising out of this Agreement or the transactions contemplated hereby.


 


(k)
Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience and reference only
and are not to be considered in construing this Agreement.


 


(l)
Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes
all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be amended or otherwise
modified or any provision hereof waived except by an instrument in writing signed by the parties hereto.


 


[Signature
page follows]


 




    	- 34 -



    	 



    

 


If
the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement among us.


 


	 	Very
    truly yours,
	 	 
	 	BOXLIGHT
    CORPORATION
	 	 	 
	 	By:
    	/s/
    Michael Pope
	 	Name:	Michael
Pope
	 	Title:	Chief
Executive Officer


 


Accepted
by the Representatives, acting for themselves and as


Representatives of the Underwriters named on Schedule A hereto,


as
of the date first written above:


 


	Maxim Group LLC  	 
	 	 	 
	By: 	/s/ Clifford A. Teller	 
	Name:	Clifford A. Teller	 
	Title:	Executive Managing Director, Investment Banking	 


 




    	 



    	 



    

 


SCHEDULE
A


 


	Name of Underwriter	 	Number of Shares
	Maxim Group LLC	 	 	13,333,333	 
	 	 	 	 	 
	Total	 	 	 	 



 




    	 	S-I-1	 



    	 



    

 


Schedule
I


 


ISSUER
FREE WRITING PROSPECTUSES:


 




    	 	S-I-2	 



    	 



    

 


Schedule
II


 


	1.	The
    public offering price per Share shall be $0.75.
	 	 
	2.	The
    Company is selling 13,333,333 Shares.
	 	 
	3.	The
    Company has granted an option to the Representative, on behalf of the Underwriters, to purchase up to an additional 2,000,000
    Shares.


 




    	 	S-II-1	 



    	 



    

 


EXHIBIT
A


 


LOCK-UP
AGREEMENT


 


[___],
2020


 


Maxim
Group LLC


405
Lexington Avenue


New
York, NY 10174


 


	 	Re:	Boxlight
    Corporation


 


Ladies
and Gentlemen:


 


As
an inducement to Maxim Group LLC, as representative of the underwriters (the “Representative”), to execute
an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”)
of the common stock, par value $0.0001 per share (the “Shares”), of Boxlight Corporation, a Nevada corporation
(the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent
of the Representative, during the period specified in the second succeeding paragraph (the “Lock-Up Period”),
the undersigned will not (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise
transfer or dispose of, directly or indirectly, any Shares or any securities convertible into, exercisable or exchangeable for
or that represent the right to receive Shares (including, without limitation, Shares which may be deemed to be beneficially owned
by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)
and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s
Securities”) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Shares or such other securities, in cash or otherwise. The foregoing restriction is expressly
agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably
could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Undersigned’s
Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include,
without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call
option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or
derives any significant part of its value from such Undersigned’s Securities.


 


In
addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up
Period, make any demand for or exercise any right with respect to, the registration of any Shares or any security convertible
into or exercisable or exchangeable for Shares other than as contemplated in the registration statement relating to the Offering.


 




    	 	A-1	 



    	 



    

 


The
Lock-Up Period shall mean the period commencing on the date of this Lock-Up Agreement and continue and include the date one hundred
and eighty (180) days after the date of the final prospectus supplement used to sell Shares in the Offering pursuant to the Underwriting
Agreement.


 


Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Securities (i) to a Permitted Transferee, (ii) as a bona
fide gift or gifts, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the
undersigned, (iv) by virtue of the laws of descent and distribution upon death of the undersigned, or (v) pursuant to a qualified
domestic relations order. As used in this Agreement, the term “Permitted Transferee” shall mean, if the undersigned
is a corporation, company, business trust, association, limited liability company, partnership, limited liability partnership
or other entity (collectively, the “Entities” or, individually, the “Entity”),
to any person or Entity which controls, is directly or indirectly controlled by, or is under common control with the undersigned
and, if the undersigned is a partnership or limited liability company, to its partners, former partners or an affiliated partnership
(or members, former members or an affiliated limited liability company) managed by the same manager or managing partner (or managing
member, as the case may be) or management company, or managed by an entity controlling, controlled by, or under common control
with, such manager or managing partner (or managing member) or management company in accordance with partnership (or membership)
interests; provided, in the case of clauses (i) through (v), that the transferee agrees in writing with the Representative
to be bound by the terms of this Lock-Up Agreement, and provided, further, that in the case of clauses (i) through (iii),
that no filing by any party in any public report or filing with the SEC shall be required or shall be made voluntarily in connection
with such transfer. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin.


 


In
addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s
equity incentive plans; provided, that such restrictions shall apply to any of the Undersigned’s Securities
issued upon such exercise, or (ii) the establishment of any contract, instruction or plan (a “Plan”)
that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided, that no sales
of the Undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and
such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the
SEC or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the
Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the
Company or any other person, prior to the expiration of the Lock-Up Period.


 


In
furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer
of Shares if such transfer would constitute a violation or breach of this Lock-Up Agreement.


 


The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement
and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.
All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors,
assigns, heirs or personal representatives of the undersigned.


 


The
undersigned understands that the undersigned shall be released from all obligations under this Lock-Up Agreement if (i) the Company
or the Representative informs the other that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement
does not become effective or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, or (iii) the Offering is not
completed by June 30, 2020.


 


The
undersigned understands that the Representative is entering into the Underwriting Agreement and proceeding with the Offering in
reliance upon this Lock-Up Agreement.


 


This
Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


Whether
or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made
pursuant to the Underwriting Agreement, the terms of which are subject to negotiation among the parties thereto.


 


[Signature
page follows]


 




    	 	A-2	 



    	 



    

 


	 	Very
    truly yours,
	 	 
	 	 
	 	(Name
    - Please Print)
	 	 
	 	 
	 	(Signature)


 




    	 	A-3	 



    	 



    

 


EXHIBIT
B


 


Form
of Press Release


 


[                       ]


[Date]


 


Boxlight
Corporation, a Nevada corporation (the “Company”), announced today that Maxim Group LLC, the lead book-running
manager in the Company’s recent public sale of common stock, is [waiving][releasing] a lock-up restriction with respect
to [___] of the Company’s Shares held by [certain officers or directors][an officer or director] of the Company. The [waiver][release]
will take effect on [___], and the Shares may be sold on or after such date.


 


This
press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is
prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration
under the United States Securities Act of 1933, as amended.


 




    	 	B-1