exhibit
10.30


 


AMENDMENT NO
3


 


THIS AMENDMENT No. 3 (the “Amendment”),
is entered into with effect from the 3rd day of August 2016 (the “Effective Date”) by and among SKYVIEW CAPITAL,
LLC, a Delaware limited liability company, with its headquarters at Suite 810-N, 2000 Avenue of the Stars, Los Angeles, CA
90067 (“Skyview”); MIMIO, LLC, a Delaware limited liability company (“Mimio” or the “Company”);
MIM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), with its principal place of business
at 10951 West Pico, Los Angeles, CA 90064; and BOXLIGHT CORPORATION, a Nevada corporation (“BOXL”). This Amendment
is intended to amend the Membership Interest Purchase Agreement dated as of September 28, 2015 (the “Agreement”),
as amended on November 3, 2015 (“Amendment 1”), as amended on June 30, 2016 (“Amendment 2”) among Skyview,
the Company and Holdings. The Company, Holdings, and BOXL are sometimes herein collectively referred to as the “Credit Parties”
and Skyview and the Credit Parties are sometimes herein collectively referred to as the “Parties”.


 


Recitals


 


WHEREAS, pursuant to the Agreement
and Amendment 1, Skyview sold to Holdings, all of the Membership Interests in the Company, subject to the terms and conditions
set forth in the Agreement, and


 


WHEREAS, pursuant to Amendment 1,
Skyview accepted as payment of the $3,425,000 purchase price for the Membership Interests in the Company, a 6% $3,425,000 secured
promissory note of Holdings and in the form of Exhibit A annexed to Amendment 1 (the “Purchase Note”), and


 


WHEREAS, effective as of May 1,
2016, BOXL purchased from an assignee of VC2 Capital Partners LLC, 100% of the membership interest in Holdings and agreed to assume
responsibility to pay the Purchase Note, when due; and


 


WHEREAS, pursuant to Amendment 2,
the amount of the Purchase Price was increased to $3,694,757.50 Purchase Note was increased to $3,660,507.50; and


 


WHEREAS, the Credit
Parties intends to consummate (a) on or before September 30, 2016, a senior secured debt financing facility (the “Senior
Debt Facility”) from an asset based lender (the “Senior Lender”), and (b) an initial public offering of BOXL
common stock (the “BOXL IPO”); and


 


WHEREAS, the Parties now wish to
amend the Agreement, Amendment 1 and Amendment 2 (collectively, the “Skyview Purchase Agreements”) to modify the Purchase
Price and the Purchase Note, all upon the terms set out below.


 


NOW, THEREFORE, in consideration
of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


Terms and Conditions


 


	1.	GENERAL


 


All terms with capital letters and not
otherwise defined in this Amendment shall have the same meanings given to them in the Skyview Purchase Agreements.


 


	2.	AMENDMENTS


 


	 	2.1.	Purchase
    Price and Purchase Note


 


Section 2.02 of the Agreement
shall be deleted and replaced with the following provisions:


 


Section 2.02. Purchase
Price. The aggregate purchase price for the Membership Interests shall be Four Million and Ten Thousand Five Hundred
and Seven Dollars and Fifty Cents ($4,010,507.50) (the “Purchase Price”), payable in full by delivery to Skyview of
(a) the sum of (i) $50,000 in cash, plus (ii) accrued interest on the $3,660,507.50 Purchase Note through July 31 ,2016, to be
paid in cash to Skyview on or before 5:00 p.m. (PDT) on August 4, 2016), and (b) $3,960,507.50 on the Effective Date in the form
of a 6% $3,960,507.50 secured promissory note of Holdings described below and in the form of Exhibit A annexed to this
Amendment 2 (the “Purchase Note”).




 




    	 		Page
                                         1 of 3



CONFIDENTIAL AND RESTRICTED


     

    





 


The Purchase Note, inter
alia:


 


	 	(i)	shall bear
    interest at the rate of 6% per annum which shall accrue from the Closing Date and shall be payable quarterly in arrears;
	 	 	 
	 	(ii)	an aggregate
    of $2,500,000 principal amount of the Purchase Note (the “First Installment Payment”) shall be due and payable
    on or before the earlier of (A) September 30, 2016, or (B) out of the net proceeds of the Senior Debt Facility provided by
    a Senior Lender; and
	 	 	 
	 	(iii)	the remaining
    balance of the Purchase Note shall be due and payable on the earlier to occur of December 15, 2016, or the occurrence and
    continuation of an “Event of Default,” as described therein (the “Maturity Date”);
	 	 	 
	 	(iv)	the Company
    shall procure that the Purchase Note is unconditionally guaranteed by VERT CAPITAL CORP., a Delaware corporation (“Vert”),
    VC2 PARTNERS, LLC, a Delaware limited liability company and BOXL (“VC2 and, together with Vert and BOXL,
    individually and collectively, the “Guarantors”) pursuant to the Amended and Restated Guaranty Agreement in the
    form of Exhibit B annexed hereto and made a part hereof; and
	 	 	 
	 	(v)	shall continue
    to be secured by a lien on the assets of Mimio pursuant to the Security Agreement in the form of Exhibit C annexed to Amendment
    1.


 


Until the Purchase Note shall
be paid in full, Holdings shall provide Skyview with quarterly unaudited balance sheet and statement of operations of Mimio and
such additional financial reports as Skyview may reasonably require.


 


	 	2.2.	Subordination
    Agreement
	 	 	 
	 	 	Upon
    consummation of the Senior Debt Facility and simultaneous with the payment of the First Installment Payment, Skyview hereby
    agrees to subordinate, in a manner deemed acceptable by the Senior Lender, its lien and security interest on the assets of
    Mimio and to enter into an intercreditor and subordination agreement with the Senior Lender in form and substance acceptable
    to the Senior Lender (the “Subordination Agreement”).
	 	 	 
	 	2.3	Related
    Party Indebtedness. The increased Purchase Price set forth in this Amendment 3 settles and discharges all related party
    obligations owed by Mimio to Skyview or its Affiliates as at the November 2015 Closing Date of the Purchase Agreement.


 


	3.	RATIFICATION
	 	 
	 	Except
    as specifically stated in this Amendment No. 3, all of the other terms and conditions of the Purchase Agreement are, in all
    other respects, ratified and confirmed and shall continue in full force and effect.


 


SIGNATURE PAGE FOLLOW


 




    	 		Page
                                         2 of 3



CONFIDENTIAL AND RESTRICTED


     

    


 


IN WITNESS WHEREOF, the parties
hereto have executed this Amendment No 3 as of the date first above written.


 


	SKYVIEW CAPITAL, LLC	 	MIMIO, LLC
	 	 	 	 	 
	By: 	 	 	By: 	 
	 	 	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 	 
	Title: 	 	 	Title: 	 
	 	 	 	 	 
	Date: 	 	 	Date: 	 
	 	 	 	 	 
	MIM HOLDINGS, LLC	 	BOXLIGHT CORPORATION
	 	 	 	 	 
	By: 	 	 	By: 	 
	 	 	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 	 
	Title: 	 	 	Title: 	 
	 	 	 	 	 
	Date: 	 	 	Date: 	 


 




    	 		Page
                                         3 of 3



CONFIDENTIAL AND RESTRICTED


     

    


 





 EXHIBIT  A


 


THIS SECURITY HAS NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE BORROWER.


 


MIM HOLDINGS, LLC


 


AMENDED AND RESTATED INSTALLMENT NOTE


 


Issuance Date: as of November 4, 2015


	Effective Date: August
    3, 2016	$3,960,507.50


 


FOR VALUE RECEIVED,
MIM HOLDINGS, LLC, a Delaware corporation (referred to herein as “Borrower”) with a business
address at 10951 West Pico Boulevard, Suite 102, Los Angeles, CA 90064, hereby unconditionally agrees and promises to pay to the
order of SKYVIEW CAPITAL, LLC, a Delaware limited liability company (“Skyview”), and/or its successors
and assigns (together with Skyview, collectively, the “Holder”), at the office of Skyview at 2000 Avenue of
the Stars, Suite 810-N, Los Angeles, CA 90067, or such other place as the Holder may from time to time designate, in lawful money
of the United States of America, the principal sum of THREE MILLION NINE HUNDRED SIXTY THOUSAND FIVE HUNDRED AND SEVEN DOLLARS
AND FIFTY CENTS ($3,660,507.50) (the “Principal Indebtedness”), together with interest on the outstanding Principal
Indebtedness evidenced by this Note at the Interest Rate (as defined below).


 


This Note amends, restates
and supersedes in its entirety an installment note dated as of June 30, 2016 (the “Prior Note”).


 


Unless otherwise expressly
defined in this Note, all capitalized terms used herein shall have the same meaning as assigned to them in the Membership Interest
Purchase Agreement, dated as of September 28, 2015, as amended by Amendment No. 1 dated November 3, 2015, as further amended by
Amendment No. 2, dated as of June 30, 2016 and as further amended by Amendment No. 3, dated as of the Effective Date, among Borrower,
Boxlight Corporation, a Nevada corporation, as successor-in-interest to VC2 Partners LLC (“BOXL”), Mimio, LLC,
a Delaware limited liability company (“Mimio”) and Skyview (collectively, the “Purchase Agreement”).
All terms not otherwise defined in this Note shall have the same meaning as they are defined in Amendment No. 2 to the Purchase
Agreement. This Note is the Purchase Note being issued by the Borrower under the Purchase Agreement.


 


1. Principal
Indebtedness of the Note. The unpaid Principal Indebtedness
under this Note, shall be due and payable as follows:


 


(a)an aggregate
of $2,500,000 principal amount of the Purchase Note (the “First Installment Payment”) shall be due and payable
on or before the earlier of (i) September 30, 2016, or (ii) out of the new proceeds of the Senior Debt Facility provided by a
Senior Lender (the “First Installment Payment Date”); and


 


(b)the entire unpaid
balance of the Principal Indebtedness, together with any accrued and unpaid interest at the Interest Rate hereon, shall be due
and payable on the earlier to occur of (a) the occurrence of an Event of Default (as defined herein), or (b) December
15, 2016 (the “Final Maturity Date”).


 


2. Interest.Interest
shall be payable on the outstanding Principal Indebtedness (“Interest”) at the rate of six (6%) percent per
annum (the “Interest Rate”) and shall be calculated for actual days elapsed on the basis of a 360-day year,
which results in higher interest, charge or fee payments than if a 365-day year were used. Interest shall be payable in cash,
quarterly in arrears, commencing 90 days following the Issuance Date.


 


3. Default Interest
Rate. During any period in which an Event of Default has occurred and is continuing, Interest shall accrue on the outstanding
Principal Indebtedness at the rate per annum equal to twelve (12%) percent (the “Default Interest Rate”), compounded
monthly; provided, however, that in no event shall Borrower be obligated to pay Interest, charges or fees at a rate in excess
of the highest rate permitted by applicable law from time to time in effect.


 




    	 	 	 



     

    





 


4. Collateral.
All obligations of the Borrower under this Note shall be secured by: (i) a security interest in the assets of Mimio, LLC and Borrower
pursuant to the Security Agreement, and by the unconditional guaranty of BOXL, Vert Capital Corp. and VC2 Partners LLC (each the
“Guarantor”) pursuant to the Guaranty Agreement.


 


5. Subordination
of Final Payment under this Note. Upon consummation of the Senior Debt Facility and simultaneous with the payment of the First
Installment Payment, the Holder hereby agrees to subordinate, in a manner deemed acceptable by the Senior Lender, its right of
payment of the unpaid Principal Indebtedness under this Note and its lien and security interest on the assets of Mimio set forth
in the Security Agreement, and to enter into an intercreditor and subordination agreement with the Senior Lender in form and substance
acceptable to the Senior Lender (the “Subordination Agreement”).


 


6.Events of
Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this
Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence
of any of the following events (each, an “Event of Default”):


 


(a)the failure
of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid
Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all
payments due hereunder; or


 


(b) the breach
by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or
any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase
Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such
breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the Guarantors;
or


 


(c)the filing by
Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute,
or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor
shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or


 


(d)the making by
Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment
for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party
or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or


 


(e)the insolvency
of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due;
or


 




    	 	2	 



     

    


  


(f)the dissolution,
winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series
of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions
of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting,
approving, or consenting to any of the foregoing; or


 


(g)the occurrence
of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in
connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period
or waived by the Holder.


 


7.Prepayment.
All payments shall be applied first to Interest and then to Principal Indebtedness. Borrower shall be permitted to prepay any
amounts contemplated under this Note in full or in part prior to the Maturity Date, provided that each partial prepayment shall
be applied to the remaining Installments in the inverse order of maturity.


 


8.Governing
Law. The provisions of this Note shall be construed according to the internal substantive laws of the State of California
without regard to conflict of laws principles. If any provision of this Note is in conflict with any statute or rule of law of
the State of California or is otherwise unenforceable for any reason whatsoever, then such provision shall be deemed to be restated
so that it may be enforced to the fullest extent permitted by law, and the remainder of this Note shall remain in full force and
effect.


 


9.Acceleration.
It is agreed that time is of the essence in the performance of this Note. Upon the occurrence and during the continuation of an
Event of Default under this Note that is not cured within the applicable cure period, if any, set forth in herein, the Holder
shall have the right and option to declare, without notice, all the remaining indebtedness of unpaid principal and interest evidenced
by this Note immediately due and payable; provided, however, that upon the occurrence of an Event of Default described in Section
6.1(c), 6.1(d), 6.1(e) or 6.1(f), the principal of and accrued interest and all other amounts due and owing under this Note
(if not then due and payable) shall become due and payable immediately, without presentment, demand, notice, protest, declaration
or any other requirement of any kind, all which Borrower expressly waives.


 


10.Fees.
Borrower shall pay all of Holder’s reasonable fees and costs incurred in the preparation of this Note and any related documents.
If this Note is placed in the hands of an attorney for collection, by suit or otherwise, or to enforce its collection, Borrower
shall pay all reasonable costs of collection including reasonable attorneys’ fees.


 


11.Waivers.
Borrower hereby waives diligence, presentment, demand, protest, 1notice of intent to accelerate, notice of acceleration, and any
other notice of any kind. No delay or omission on the part of the Holder in exercising any right hereunder shall operate as a
waiver of such right or of any other remedy under this Note. A waiver on any one occasion shall not be construed as a bar to or
waiver of any such right or remedy on a future occasion.


 




    	 	3	 



     

    


 


12.Transfer.
This Note may be transferred or assigned, in whole or in part, by the Holder at any time subject to the limitations set forth
in the Purchase Agreement and herein. The term “Holder” as used herein shall also include any transferee of
this Note. Each transferee of this Note acknowledges that this Note has not been registered under the Securities Act, and may
be transferred only pursuant to an effective registration under the Securities Act or pursuant to an applicable exemption from
the registration requirements of the Securities Act.


 


13.Priority.
All claims of the Holder to full payment of the outstanding Principal Indebtedness and accrued Interest thereon set forth herein
shall be a senior secured obligation of the Borrower and each Guarantor, subordinated only to the rights of the Senior Lender
under the Subordination Agreement.


 


14.Prior Note.This
note amends, restates and supersedes in its entirety the Purchase Note executed and delivered in connection with Amendment No.
2 to the Purchase Agreement (the “Prior Note”).


 


15.Obligation
Absolute.The obligation of Borrower to repay the Principal Indebtedness under this Note, together with all Interest accrued
thereon, is absolute and unconditional, and there exists no Borrower right of set off, recoupment, counterclaim or defense of
any nature whatsoever to payment of this Note.


 


16.Notices.
All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered
or certified first-class mail, return receipt requested, telecopier (with receipt confirmed), courier service or personal delivery
at the addresses specified in Section 8.02 of the Purchase Agreement.


 


17.Borrower acknowledges
that Holder’s willingness to issue this Note is based on the facts represented to Holder by Borrower as set forth in the
Purchase Agreement.


 


HOLDER AND BORROWER IRREVOCABLY WAIVE
ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST HOLDER OR BORROWER IN RESPECT OF THIS NOTE OR
ARISING OUT OF ANY DOCUMENT, INSTRUMENT OR AGREEMENT EVIDENCING, GOVERNING OR SECURING THIS NOTE. BORROWER ACKNOWLEDGES THAT THE
INDEBTEDNESS EVIDENCED BY THIS NOTE IS PART OF A COMMERCIAL TRANSACTION.


 


IN WITNESS WHEREOF, this Note has been
executed by Borrower as of the day and year first set forth above.


 


	 	MIM HOLDINGS, LLC
	 	 	 
	 	By:	 
	 	Name:	 Adam E. Levin
	 	Title:	 Member and Manager


 




    	 	4	 



     

    


  


EXHIBIT B


 


AMENDED AND RESTATED GUARANTY AGREEMENT


 


THIS AMENDED AND
RESTATED GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of August 3, 2016 (the “Effective
Date”), by BOXLIGHT CORPORATION, a Nevada corporation (“BOXL”), VERT CAPITAL CORP.,
a Delaware corporation (“Vert”), VC2 PARTNERS, LLC, a Delaware limited liability company (“VC2
and, together with Vert and BOXL, individually and collectively, the “Guarantor”) in favor of SKYVIEW
CAPITAL, LLC, a Delaware limited liability company ( “Skyview”), or its registered assigns. This
Guaranty Agreement amends and restates in its entirety a guaranty agreement among BOXL, Vert, VC2 and Skyview, dated as of June
30, 2016 (the “Prior Guaranty”).


PREAMBLE


A.Reference is
made to that certain amended and restated installment note in $3,660,507.50 principal amount, dated the Effective Date (the “Purchase
Note”) issued by Mim Holdings, LLC, a Delaware limited liability company (the “Borrower”) in favor
of Skyview, as partial payment of the Purchase Price for the Membership Interests set forth in the Membership Interest
Purchase Agreement among VC2, the Borrower, Mimio, LLC and Skyview, dated as of September 28, 2015, as amended by Amendment No.
1, dated November 3, 2015, as further amended by Amendment No. 2, dated as of June 30, 2016 and as further amended by Amendment
No. 3 dated as of August 3, 2016 (collectively, the “Purchase Agreement”). Unless otherwise defined herein,
all capitalized terms in this Guaranty Agreement shall have the same meaning as they are defined in the Purchase Agreement.


 


B. An assignee
of VC2 has heretofore transferred to BOXL the record and beneficial ownership of one hundred (100%) percent of the outstanding
capital stock of Borrower (the “Borrower Equity”), and Vert is an Affiliate of VC2 and the Borrower and BOXL,
and will derive benefits from the financial accommodations evidenced by the Purchase Agreement and the Purchase Note.


 


NOW, THEREFORE,
in consideration of and as a material inducement to Skyview to enter into the Purchase Note, each Guarantor has agreed to
execute this Guaranty in favor of Skyview, and each Guarantor does hereby jointly and severally represent, warrant, covenant and
agree as follows:


 


1. Guaranty
of Payment and Performance. Subject at all times to the provisions of Section 1(b)
below:


 


(a)Each
Guarantor hereby unconditionally and irrevocably guarantees to Skyview, the full and punctual payment when due (whether at stated
maturity, by pre-payment, by acceleration or otherwise), of 100% of the obligations of Borrower under the Purchase Note (the “Guaranteed
Obligation”)


 


(b)This
Agreement and the Guaranty provided herein shall remain in full force and effect until all of the Guaranteed Obligations and the
obligations of the Borrower under the Purchase Note have been paid in full.


 




    	 	5	 



     

    


 


(c)This
Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guaranteed
Obligations. Should the Borrower default in the payment or performance of any of the Guaranteed Obligations, the obligations of
each Guarantor hereunder with respect to such Guaranteed Obligations in default shall, upon demand by Skyview, become immediately
due and payable to Skyview, without demand or notice of any nature, all of which are expressly waived by each Guarantor.


 


(d) Except
as agreed by Skyview, in its sole discretion, Guarantor acknowledges and agrees that no distributions shall be made to Guarantor
by reason of Borrower Equity or otherwise until the Purchase Note is paid by Borrower in full.


 


2. The Guarantor’s
Agreement to Pay Enforcement Costs, etc. The Guarantor further agrees to pay to Skyview, on demand, all costs and expenses
(including court costs and legal expenses) incurred or expended by the Skyview in connection with this Guaranty and the enforcement
thereof.


 


3. Waivers by
each Guarantor; Skyview’s Freedom to Act. The Guarantor agrees that the Guaranteed Obligations will be paid and
performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of the Skyview with respect thereto. The Guarantor waives promptness,
diligence, presentment, demand, protest, notice of acceptance, notice of any Guaranteed Obligations incurred and all other notices
of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or
hereafter in effect, any right to require the marshalling of assets of any other person primarily or secondarily liable with respect
to any of the Guaranteed Obligations or obligations of the Borrower, and all suretyship defenses generally. Without limiting the
generality of the foregoing, each Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed
in connection with any Guaranteed Obligations and agrees that the obligations of each Guarantor hereunder shall not be released
or discharged, in whole or in part, or otherwise affected by (i) the failure of Skyview to assert any claim or demand or to enforce
any right or remedy against any other entity or other person primarily or secondarily liable with respect to any of the Guaranteed
Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any Guaranteed Obligation; (iii) any change
in the time, place or manner of payment of any of the Guaranteed Obligations or any rescissions, waivers, compromise, refinancing,
consolidation or other amendments or modifications of any of the terms or provisions of the agreements evidencing, securing or
otherwise executed in connection with any of the Guaranteed Obligations, (iv) the addition, substitution or release of any entity
or other person primarily or secondarily liable for any Guaranteed Obligation; or (v) any other act or omission which might in
any manner or to any extent vary the risk of each Guarantor or otherwise operate as a release or discharge of either Guarantor,
all of which may be done without notice to either Guarantor.


 


4. Unenforceability
of Obligations Against Borrower. If for any reason the Borrower has no legal existence or is under no legal obligation
to discharge any of the Guaranteed Obligations, or if any of the Guaranteed Obligations have become irrecoverable from Borrower
by reason of Borrower’s insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this
Guaranty shall nevertheless be binding on each Guarantor to the same extent as if each Guarantor at all times had been the principal
obligor on all such Guaranteed Obligations. In the event that acceleration of the time for payment of any of the Guaranteed Obligations
is stayed upon the insolvency, bankruptcy or reorganization of Borrower, or for any other reason, all such amounts otherwise subject
to acceleration under the terms of the agreements evidencing, securing or otherwise executed in connection with any Guaranteed
Obligation shall be immediately due and payable by each Guarantor.


 




    	 	6	 



     

    


 


5. Subrogation;
Subordination.


 


5.1.Waiver
of Rights. Until the final payment and performance in full of all of the Guaranteed Obligations, each Guarantor shall
not exercise and hereby waives any rights against the Borrower arising as a result of payment by each Guarantor hereunder, by
way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with Skyview
in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; and each
Guarantor will not claim any setoff, recoupment or counterclaim against Borrower in respect of any liability of either Guarantor
to Borrower.


 


5.2.Subordination.
The payment of any amounts due with respect to any indebtedness of the Borrower for money borrowed or credit received now
or hereafter owed to each Guarantor is hereby subordinated to the prior payment in full of all of the obligations of Borrower
to Skyview. The Guarantor agrees that each Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness
of the Borrower to each Guarantor until all of the Guaranteed Obligations shall have been paid in full. If, notwithstanding the
foregoing sentence, each Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed
Obligations are still outstanding, such amounts shall be collected, enforced and received by each Guarantor as trustee for Skyview
and be paid over to Skyview on account of the Guaranteed Obligations without affecting in any manner the liability of either Guarantor
under the other provisions of this Guaranty.


 


6. Further Assurances.
Each Guarantor agree that it will from time to time, at the reasonable request of Skyview, do all such things and execute
all such documents as Skyview may consider necessary or desirable to give full effect to this Guaranty and to perfect and preserve
the rights and powers of Skyview.


 


7. Termination;
Upon the indefeasible payment and performance of the obligations of Borrower to Skyview under the Purchase Note, this
Agreement shall terminate.


 


8. Successors
and Assigns. This Guaranty shall be binding upon each Guarantor, his successors and assigns, and shall inure to the benefit
of Skyview and its successors, transferees and assigns. The Guarantor may not assign any of his obligations hereunder.


 


9. Amendments
and Waivers. No amendment or waiver of any provision of this Guaranty nor consent to any departure by either Guarantor
therefrom shall be effective unless the same shall be in writing and signed by each Guarantor and Skyview. No failure on the part
of Skyview to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.


  




    	 	7	 



     

    


 


10. Notices.
All notices and other communications called for hereunder shall be made in the manner set forth in the Pledge and Security
Agreement of Skyview and Guarantor of even date herewith between.


 


11. Governing
Law; Consent to Jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF CALIFORNIA.
Each Guarantor agrees that any suit for the enforcement of this Guaranty may be brought in the courts of Los Angeles County,
Los Angeles, California or any federal court sitting therein and consents to the nonexclusive jurisdiction of such court and to
service of process in any such suit being made upon each Guarantor by mail at the address specified by reference in Section 12.
Each Guarantor hereby waives any objection that he may now or hereafter have to the venue of any such suit or any such court or
that such suit was brought in an inconvenient court.


 


12. Waiver of
Jury Trial. EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES HIS RIGHTS TO A JURY TRIAL WITH RESPECT
TO ANY LITIGATION, ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS GUARANTY, ANY RIGHTS OR OBLIGATIONS HEREUNDER
OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.


 


13. Miscellaneous.
This Guaranty constitutes the entire agreement of each Guarantor with respect to the matters set forth herein. The rights
and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement of Borrower
to Skyview. The invalidity or unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability
of its remaining provisions. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions.
The meanings of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms
defined.


 


[Remainder of page
intentionally left blank; signature page follows]


 




    	 	8	 



     

    


 


IN
WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.


 


	 	BOXLIGHT CORPORATION
	 	 
	 	By:	 
	 	Name:	 Mark Elliott
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERT CAPITAL CORP.
	 	 
	 	By:	 
	 	Name:	 Adam E. Levin
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VC2 PARTNERS, LLC
	 	 
	 	By:	 
	 	Name:	 Adam E. Levin
	 	Title: 	Chief Executive Officer


 




    	 	9