AMENDMENT 3 TO STOCK PURCHASE AGREEMENT


 


THIS AMENDMENT NO. 3 (“Agreement”)
is made and entered into this 1st day of September 2015 to a STOCK PURCHASE AGREEMENT (the “Purchase
Agreement”), dated as of 31 October 2014, and as amended on __ July 2015, by and among (i) DOVI BRUKER, an individual
(“Bruker” or the “Majority Globisens Shareholder”) and the other minority Globisens
Shareholders (each a “Minority Globisens Shareholder” and collectively, the “Minority Globisens
Shareholders”); (ii) GLOBISENS LTD., a corporation organized under the laws of the State of Israel (“Globisens”
or the “Company”); and (iii) BOXLIGHT CORPORATION (formerly, LOGICAL CHOICE CORPORATION, a
Nevada corporation (“LCC” or the “Buyer”).


 


1. Section 1.3(a) and Section 1.3(b) of the
Purchase Agreement is deleted in its entirety and is replaced by the following Section 1.3(a) and Section 1.3(b):


 


“1.3 Purchase
Price and Payment. The Purchase Price shall be payable to the Globisens Shareholders in full on the Closing Date as follows:


 


(a) The sum of Two Million
Five Hundred Thousand ($2,500,000) Dollars (“Closing Cash Consideration”) shall be paid at Closing in
cash by wire transfer of immediately available funds to the accounts designated by each Globisens Shareholder (which shall be distributed
among such shareholders according to Annex A hereto)according to their Pro Rata Entitlement ; it being understood
by the Parties that (i) the Closing Cash Consideration shall be paid out of the net proceeds of the “Buyer IPO”
described below and (ii) Buyer shall at all times, ensure sufficient funds to be paid upon exercise of the Put Option (described
below); and


 


(b) At Closing the Buyer
shall delivery and transfer to each of the Globisens Shareholders his or its applicable “Pro Rata Entitlement” for
an aggregate number of shares of common stock, $0.0001 par value per share (the “Buyer Common Stock”)
as shall represent 3.437% of the issued and outstanding shares of “Buyer Fully-Diluted Common Stock”
(herein defined) immediately prior to the Buyer IPO, based on a valuation of all Buyer Fully-Diluted Common Stock immediately prior
to the Buyer IPO of not less than (USD) Fifty Million Dollar ($50,000,000) (the “Minimum Market Valuation”).
In the event that for any reason, the Minimum Market Valuation in the Buyer IPO shall be less than (USD) $50,000,000, the percentage
of the Buyer Fully-Diluted Common Stock represented by the Buyer Shares shall be proportionately increased. The term “Buyer
Fully-Diluted Common Stock” shall mean the collective reference to (i) all issued and outstanding Buyer Common Stock,
(ii) all issued and outstanding Buyer preferred or preference shares (if any), (iii) all Common Stock as may be issuable upon the
exercise of all warrants, stock options or other rights granted to any Person to purchase such Buyer Common Stock, and (iv) all
Buyer Common Stock that may be issued upon conversion into Buyer Common Stock of notes, debentures, preferred stock or other securities
convertible into such Buyer Common Stock.”


 


2. All of the other provisions of the Purchase
Agreement, including without limitation, the provisions of Section 1.4 (Put Option; Lock Up Agreement and Trustee Instructions
Agreement) shall continue to remain in full force and effect and are incorporated by this reference into this Agreement as
though more fully set forth herein at length.


 


3. For the avoidance of doubt, it is hereby
clarified that Buyer irrevocably assumes any and all liabilities, obligations and all actions to be taken by Boxlight Corporation
(formerly, Logical Choice Corporation), according to the Purchase Agreement as if Buyer executed the Purchase Agreement as of October
31, 2014.


 


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Signature page follows




    	 



    	 



    

 


IN WITNESS WHEREOF, the Parties have
caused their duly authorized representatives to execute this Agreement on the date first above written.


 


	Buyer:	BOXLIGHT CORPORATION
	 	(formerly, Logical Choice Corporation)
	 	 	 
	 	By:	/s/ Mark Elliott
	 	Name:	Mark Elliott
	 	Title:	Chief Executive Officer
	Globisens Majority Shareholder: 	 	 
	 	 	 
	 	/s/ Dovi Bruker 
	 	DOVI BRUKER
	 	 
	The Company:	GLOBISENS LTD.,
	 	 	 
	 	By:	/s/ Dovi Bruker
	 	Name:	Dovi Bruker
	 	Title:	CEO