SUBSCRIPTION
AGREEMENT


 


SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereto between BOXLIGHT CORPORATON.,
(the “Company”), and the undersigned (the “Subscriber”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to a registration statement on Form S-1 (File No. 333-204811) that has been declared effective by the Securities and
Exchange Commission (“SEC”) on ________ __, 2016 (the “Registration Statement”) the Company
is conducting an initial public offering (the “Public Offering”) of shares of Company Class A common stock,
par value $0.0001 par value per share (the “Class A Common Stock”) consisting of 1,000,000 shares of Class
A Common Stock at an initial per share offering price of $7.00 per share (the “Offering Shares ”); and


 


WHEREAS,
the Subscriber desires to purchase such number of the Offering Shares as are set forth on the omnibus signature page hereto (the
“Subject Shares”), all upon on the terms and subject to the conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto
do hereby agree as follows:


 


	I.	TERMS
    OF THE OFFERING; SUBSCRIPTION PROCEDURES AND REPRESENTATIONS BY SUBSCRIBER
	 	 
	A.	Terms
    of the Offering


 


1.1
The Prospectus. Attached to this Subscription Agreement as Exhibit A and made a part hereof, is the final
prospectus dated _______ __, 2016 included in the Registration Statement (the “Prospectus”). Each Subscriber
may also access the Registration Statement and Prospectus on line at www.sec.gov, click on “search for company filings”
and typing in “Boxlight Corporation” in the relevant place.


 


1.2 The
Offering Shares. There is no minimum or maximum number of Offering Shares that may be purchased by Subscribers.


 


1.3 Offering
Period. 


 


(a) As
set forth in the Prospectus, the Offering Shares are being offered by the Company for a period that will terminate on the first
to occur of (i) when all 1,000,000 Offering Shares have been fully subscribed for, (ii) February __, 2017 (120 days from the date
of the Prospectus, or (iii) earlier than February __, 2017, if the Company decides to terminate the offering of the Offering Shares
prior to February __, 2016 (120 days from the date of the Prospectus). No further subscriptions to Offering Shares will be accepted
by the Company after that offering is terminated.


 




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1.5 No Minimum Proceeds.
There is no minimum number of Offering Shares that must be sold to complete the offering and all proceeds from subscribers to
Offering Shares will be retained by the Company.


 


1.6 Nature
of the Offerings. As set forth in the Prospectus, the offering of the Offering Shares is being conducted on a self-underwritten,
best efforts basis by the management and/or controlling stockholders of the Company who will attempt to sell the Subject Shares
pursuant to the Prospectus directly to the public, with no commission or other remuneration payable to them for any Subject Shares
they may sell. In offering the shares of Class A common stock on our behalf, management and controlling shareholder will rely
on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities and Exchange Act of 1934, as amended.
However, management and controlling stockholders of the Company may, from time to time during the offering period for the Offering
Shares, engage the services of one or more broker/dealers who are registered with the SEC to assist us in the sale of such Offering
Shares. In such event, the Company may pay commissions to such broker/dealers which it estimates would be approximately 7% of
the gross proceeds received from sales of such Offering Shares that are initiated by them.


 


B.
Method of Subscription. In order to subscribe to the Offering Shares, each prospective Subscriber should:


 


1. Date
and Fill in the number of Subject Shares being purchased and Complete and Sign (i) the Subscriber Omnibus Signature
Page of this Subscription Agreement, attached as Annex A.


 


2. Email
the Subscriber Omnibus Signature Page of this Subscription Agreement and then mail the signed original document to:


 


Boxlight
Corporation 


1045
Progress Circle


Lawrenceville,
Georgia 30043


Phone:
360-282-6139


Attn:
Sheri Lofgren, Chief Financial Officer


(678)
367-0809 ext. 442


Email:
sheri@boxlightcorp.com


 


3. If
Subscriber is paying the Purchase Price by check, a check for the exact dollar amount of the Purchase Price for the amount
of Subject Shares in U.S. dollars you are offering to purchase should be made payable to the order of “Boxlight Corporation”
and should be sent to


 


Boxlight
Corporation at the address provided above, Attention: Sheri Lofgren, Chief Financial Officer.


 


4. If
Subscriber is paying the Purchase Price by wire transfer, you should send a wire transfer for the exact U.S. dollar amount
of the Purchase Price of the number of Subject Shares you are offering to purchase according to the following instructions:


 




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	 	Bank
    Name:	Suntrust
    Bank
	 	Address:	Atlanta,
    Georgia
	 	Account
    Name:	Boxlight
    Corporation
	 	ABA
    Routing Number:	061000104
	 	Account
    Number:	1000175278836
	 	Swift
    Code:	SNTRUS3A
	 	Reference:	[insert
    Subscriber’s name]
	 	Contact:	Sheri
    Lofgren
	 	Client:	Boxlight
    Corporation


 


5. Delivery
of Stock Certificates. Upon execution hereof by the Subscriber and his or its delivery to the Company of the Purchase Price
and the documents referred to in Section 1.2 above (the “Subscription Documents”), the Company shall as soon
as practicable (but in no event later than 30 days after receipt of the Subscription Documents) deliver to the Subscribers, a
stock certificate evidencing the Subject Shares, duly executed on behalf of the Company.


 


C. Representations
and Warranties by the Subscriber


 


1.7 The
Subscriber acknowledges that the purchase of the Subject Shares involves a high degree of risk, that an investment in the Company
is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the
Company and the Subject Shares. The Purchaser further acknowledges receipt of the Prospectus and that he, she or it has carefully
reviewed the Prospectus, including the risk factors set forth therein.


 


1.8 The
Subscriber further acknowledges that neither the SEC nor any state securities commission has approved or disapproved of these
securities or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


 


1.9 (a) In
making the decision to invest in the Subject Shares the Subscriber has relied solely upon the information provided in the Prospectus.
The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber’s
consideration of an investment in the Subject Shares other than this Subscription Agreement and the Prospectus.


 


(b) The
Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Subject Shares by the Company or by a registered
broker/dealer with whom the Subscriber had a prior pre-existing relationship and (ii) it did not learn of the offering of the
Subject Shares by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber
did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or
similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar
meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.


 


1.10 The
Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the omnibus signature page hereof is
the Subscriber’s principal residence if Subscriber is an individual or its principal business address if it is a corporation
or other entity.


 




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1.11 The
Subscriber represents that the Subscriber has full power and authority (individual, corporate, statutory and otherwise) to execute
and deliver this Subscription Agreement and to purchase the Subject Shares. This Subscription Agreement constitutes the legal,
valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. If the Subscriber
is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan,
or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Subscription Agreement
on behalf of such entity has been duly authorized by such entity to do so.


 


II. REPRESENTATIONS
BY AND WARRANTIES OF THE COMPANY


 


The
Company hereby represents and warrants to the Subscriber that:


 


2.1 Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada and has full corporate power and authority to own and use its properties and its assets and conduct
its business as currently conducted. Each of the Company’s subsidiaries (the “Subsidiaries”) is an entity
duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with the requisite
corporate power and authority to own and use its properties and assets and to conduct its business as currently conducted. Neither
the Company, nor any of its Subsidiaries is in violation of any of the provisions of their respective articles of incorporation,
by-laws or other organizational or charter documents, including, but not limited to the Charter Documents (as defined below).
Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation
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 result in a direct and/or indirect
(i) material adverse effect on the legality, validity or enforceability of any of the Subject Shares and/or this Subscription
Agreement, (ii) material adverse effect on the results of operations, assets, business, condition (financial and other) or prospects
of the Company and its Subsidiaries, taken as a whole, or (iii) material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under this Subscription Agreement (any of (i), (ii) or (iii), a “Material
Adverse Effect”).


 


2.2 Registration
Statement and Prospectus. The Registration Statement and the Prospectus Closing contains no untrue statement of a material
fact nor omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading.


 


2.3 Authorization;
Enforceability. The Company has all corporate right, power and authority to enter into, execute and deliver this Subscription
Agreement and to perform fully its obligations hereunder and thereunder. All corporate action on the part of the Company, its
directors and stockholders necessary for the (a) authorization execution, delivery and performance of this Subscription Agreement
by the Company; and (b) authorization, sale, issuance and delivery of the Subject Shares contemplated hereby and the performance
of the Company’s obligations under this Subscription Agreement has been taken. This Agreement has been duly executed and
delivered by the Company and each constitutes a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief
of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations
of public policy. The Offering Shares, including the Subject Shares, are duly authorized and, when issued and paid for in accordance
with the applicable this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear
of all Encumbrances other than restrictions on transfer provided for in this Subscription Agreement. The issuance and sale of
the Offering Shares, including the Subject Shares contemplated hereby, will not give rise to any preemptive rights or rights of
first refusal.


 




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2.4 No
Conflict; Governmental Consents.


 


(a) The execution and delivery
by the Company of this Subscription Agreement, the issuance and sale of the Offering Shares and the Subject Shares and
the consummation of the other transactions contemplated hereby or by the Prospectus do not and will not (i) result in the
violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court, the SEC or any other
governmental authority to or by which the Company and its subsidiaries are bound including without limitation all foreign, federal,
state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not
have or reasonably be expected to result in a material adverse effect on the business, financial conditions or prospects of the
Company and any of its significant subsidiaries (a “Material Adverse Effect”), (ii) conflict with or violate any provision
of the Company’s Articles of Incorporation (the “Articles”), as amended or the Bylaws, (and collectively with
the Articles, the “Charter Documents”) of the Company, and (iii) conflict with, or result in a material breach or
violation of, any of the terms or provisions of, or constitute (with or without due notice or lapse of time or both) a default
or give to others any rights of termination, amendment, acceleration or cancellation (with or without due notice, lapse of time
or both) under any agreement, credit facility, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement
or instrument to which the Company or any significant subsidiary is a party or by which any of them is bound or to which any of
their respective properties or assets is subject, nor result in the creation or imposition of any lien, security interest or other
encumbrances upon any of the properties or assets of the Company or any Subsidiary.


 


2.5 Investment
Company. The Company is not an “investment company” within the meaning of such term under the Investment Company
Act of 1940, as amended, and the rules and regulations of the SEC thereunder.


 


2.6 Brokers.
Except as contemplated by the Prospectus and this Subscription Agreement, neither the Company nor any of the Company’s officers,
directors, employees or stockholders has employed or engaged any broker or finder in connection with the transactions contemplated
by this Subscription Agreement and no fee or other compensation is or will be due and owing to any broker, finder, underwriter,
placement agent or similar person in connection with the transactions contemplated by this Subscription Agreement. The Company
is not party to any agreement, arrangement or understanding whereby any person has an exclusive right to raise funds and/or place
or purchase any debt or equity securities for or on behalf of the Company.


 




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 III. COVENANTS OF THE COMPANY




 


3.1 Replacement
of Subject Shares. If any certificate or instrument evidencing any Subject Shares is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate
or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement
Subject Shares. If a replacement certificate or instrument evidencing any Subject Shares is requested due to a mutilation thereof,
the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


3.2 Blue
Sky Filings. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain
an exemption for, or to qualify the Subject Shares for, sale to the Subscriber at the Closing under applicable securities or “Blue
Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Subscriber.


 


3.3 Except
as otherwise provided herein, this Subscription Agreement shall not be changed, modified or amended except by a writing signed
by the parties to be charged, and this Subscription Agreement may not be discharged except by performance in accordance with its
terms or by a writing signed by the party to be charged. No waiver of any default with respect to any provision, condition or
requirement of this Subscription Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right.


 


3.4 This
Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and assigns.


 


3.5 Upon
the execution and delivery of this Subscription Agreement by the Subscriber and the Company, this Subscription Agreement shall
become a binding obligation of the Subscriber with respect to the purchase of Subject Shares as herein provided, subject, however,
to any rights that the Subscriber may have to revoke his, her or its Subscription under any State Blue-Sky laws that are applicable
to such Subscriber.


 


3.6 All
questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Subscription Agreement and any other this Subscription Agreement (whether brought against
a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of this Subscription Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding.


 




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3.7 This
Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


3.8 Nothing
in this Subscription Agreement shall create or be deemed to create any rights in any person or entity not a party to this Subscription
Agreement.


 


3.9 In
addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Subscriber
and the Company will be entitled to specific performance under this Subscription Agreement. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence
and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


 


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


 


Signature
page follow


 




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IN
WITNESS WHEREOF, the Subscriber and the Company have caused this Subscription Agreement to be duly executed as of the
date first written above.


 


	 	COMPANY:
	 	 
	 	BOXLIGHT
    CORPORATION
	 	 	 
	 	By:	
	 	Name:	Mark
    Elliott
	 	Title:	Chief
    Executive Officer


 




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SUBSCRIBER
OMNIBUS SIGNATURE PAGE


TO


SUBSCRIPTION
AGREEMENT


 


The
undersigned, desiring to: (i) enter into the Subscription Agreement, dated as of _______________, 2016 (the “Securities
Purchase Agreement”), between the undersigned, Boxlight Corporation, a Nevada corporation (the “Company”),
and the other parties thereto, in or substantially in the form furnished to the undersigned, and (ii) purchase the Subject Shares
of the Company as set forth below, hereby agrees to purchase such Subject Shares from the Company and further agrees to join the
Subscription Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects
by the terms and conditions thereof. The undersigned specifically acknowledges having read the representations section in the
Subscription Agreement entitled “Subscriber’s Representations and Warranties,” and hereby represents that the
statements contained therein are complete and accurate with respect to the undersigned as a Subscriber.


 


The
Subscriber hereby elects to purchase _______ Subject Shares for a Purchase Price of $_______ (to be completed by the
Subscriber) under the Subscription Agreement.


 


	SUBSCRIBER
    (individual)	 	SUBSCRIBER
    (entity)
	 	 	 
	 	 	 
	Signature	 	Name
    of Entity
	 	 	 
	 	 	 
	Print
    Name	 	Signature
	 	 	 
	 	 	Print
    Name:______________________________________
	Signature
    (if Joint Tenants or Tenants in Common)	 	Title:___________________________________________
	 	 	 
	Address
    of Principal Residence:	 	Address
    of Executive Offices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Social
    Security Number(s):	 	IRS
    Tax Identification Number: 
	 	 	 
	 	 	 
	Telephone
    Number:	 	Telephone
    Number: 
	 	 	 
	 	 	 
	Facsimile
    Number:	 	Facsimile
    Number: 
	 	 	 


 




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