STOCK
TRANSFER AGREEMENT


 


THIS
STOCK EXCHANGE AGREEMENT (this “Agreement”), is made and entered this March 31, 2015, to be effective
as of the “IPO Effective Date” (hereinafter defined): (A) Boxlight Corporation (formerly, Logical Choice
Corporation), a Nevada corporation (the “Company”); (C) Logical Choice Corporation, a Delaware corporation
(“LCC”); and (C) Vert Capital Corp., a Delaware corporation (“Vert”, on behalf of
itself and as trustee and escrow agent (the “Escrow Agent”) for the existing holders of Series A preferred
stock of LCC who are listed on Exhibit A annexed hereto and made a part hereof (collectively, the “LCT
Minority Stockholders”). The Company, LCC and Vert are sometimes referred to individually as a “Party”
and collectively as the “Parties.” 


 


WITNESSETH:


 


WHEREAS,
in 2013, LCC was formed by Vert, the owner of 100% of the shares of the common stock of LCC, $0.001 par value per share (the
“LCC Common Stock”); and


 


WHEREAS,
in October 2013, LCC acquired, pursuant to an agreement and plan of merger, 100% of the capital stock of Logical Choice Technologies,
Inc., a Georgia corporation (“LCT”) in exchange for shares of Series A convertible preferred stock of LCC
(the “LCT Series A Preferred”), and Vert is currently the owner of a majority of the outstanding capital stock
of LCT; and


 


WHEREAS,
LCC and LCT has previously sold a division of LCT to an affiliate of Cynthia Kaye (the “LCT Majority Stockholder”),
who has released LCC from any claims to equity of LCC; and


 


WHEREAS,
LCT has subsequently ceased operations and is in the process of liquidation;and


 


WHEREAS,
on September 18, 2014, the Company was organized by Vert as a Nevada corporation to acquire companies engaged in the production,
sale and distribution of products and services primarily used by schools, corporations and governmental agencies for educational
and training purposes (the “Business Strategy”);; and


 


WHEREAS,
the Company is in the process of completing an initial public offering (the “IPO”) of common stock, $0.0001
par value per share of the Company (the “Company Common Stock”); and


 


WHEREAS,
in order to provide the LCT Minority Stockholders with the benefits they would have received had LCC remained in business, on
the date that the registration statement on Form S-1 shall be declared effective by the Securities and Exchange Commission (the
“IPO Effective Date”), the Company shall issue to Vert, as trustee and escrow agent for the LCT Minority Stockholders,
2,500,000 shares of Series A convertible preferred stock of the Company, $0.0001 par value and $1.00 per share liquidation or
stated value, or such lesser number of shares of Series A preferred stock of the Company resulting from any reverse split of the
outstanding capital stock of the Company effected by the Company on or before the IPO Effective Date (the “Company Series
A Preferred Stock”); and 


 




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WHEREAS,
Vert and the board of directors of the Company, LCC and LCT have determined to that the issuance of the Company Series A Preferred
Stock is fair and reasonable to the LCT Minority Stockholders and in the best interests of all parties;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be
legally bound hereby, the Parties hereto hereby agree as follows:


 


		1.	Agreements
                                         of the Parties.



 


(a)
As at the IPO Effective Date, the Company will issue in the name of Vert a stock certificate evidencing the Company Series A Preferred
Stock. Such Series A Preferred Stock shall be held in trust by Vert for the sole benefit of the LCT Minority Stockholders.


 


(b)
As set forth in the certificate of designations for the Company Series A Preferred Stock annexed hereto as Exhibit B and
made a part hereof (the “Certificate of Designations”), on a date which shall be one (1) year from the
IPO Effective Date, all and not less than all of the shares of Company Series A Preferred Stock, shall automatically
and without any further action or consent of the Parties or the LCT Minority Stockholders, convert into a like number of shares
of Class A Common Stock of the Company.


 


(c)
Following the IPO Effective Date, the Company shall file with the Securities and Exchange Common (the “SEC”)
a registration statement on Form S-1, or other form for registering securities, pursuant to which, inter alia, all of the shares
of Class A Common Stock of the Company issuable upon automatic conversion of the Company Series A Preferred Stock (the “Conversion
Shares”) shall be registered for resale under the Securities Act of 1933, as amended (the “Resale Registration
Statement”). The Company shall use its best efforts to cause such Resale Registration Statement to be declared effective
by the SEC witin one (1) year from the IPO Effective Date.


 


(d)
On a date which shall be the later to occur of (i) one year from the IPO Effective Date, or (ii) the effective date of the Resale
Registration Statement, Vert shall deliver the stock certificate evidencing the Company Series A Preferred Stock to the Company
and the Company shall issue and distribute to the LCT Minority Stockholders all of the shares of Class A common stock of the Company
issuable to the LCT Minority Stockholders upon conversion of such Company Series A Preferred Stock (the “Conversion Shares”).



 


(e)
The names of each of the LCT Minority Stockholders and the number of shares of Company Series A Preferred Stock and Conversion
Shares (assuming a 1:7.665 reverse split of the currently outstanding shares of Company Common Stock) is set forth on Exhibit
A annexed hereto and made a part hereof.


 


(f)
As a condition to receipt of their Conversion Shares, each LCT Minority Stockholder shall acknowledge in a writing acceptable
to the Company that (i) such LCT Minority Stockholder has no further claim to any equity of LCT, the Company or LCC, (ii) such
LCT Minority Stockholder releases each of the Parties to this Agreement from all further claims, demands or causes of action in
respect of all events up to and including the date of such release, and (iii) the information contained in the Resale Registration
Statement with regard to such LCT Minority Stockholder is complete and correct in all material respects.


 




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		2.	Miscellaneous.



 


(a)
Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to
have been duly given or made on (i) delivery thereof, if by hand; (ii) upon receipt, if sent by mail (registered or certified
mail, postage prepaid, return receipt requested); (iii) on the second Business Day following deposit, if sent by a recognized
overnight delivery service; or (d) upon transmission, if sent by facsimile transmission (in each case with receipt verified by
electronic confirmation), in each case to the same parties and to the same addresses as are set forth in the Prior Exchange Agreement.
provided, however,
that each party hereto shall promptly notify the other Parties hereto of any change in its contact information, which revised
contact information shall thereafter be that Party’s contact information for purposes of this Agreement until further revised.


 


(b)
Entire Agreement. This Agreement (including the Exhibit hereto) contain the entire agreement among the Parties with respect
to the subject matter hereof and related transactions and supersede all prior agreements, written or oral, with respect thereto.


 


(c)
Termination. In the event that the IPO Effective Date shall not occur by December 31, 2015, then this Agreement shall terminate,
ab initio.


 


(d)
Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms
and conditions hereof may be waived, only by a written instrument signed by the Parties hereto or, in the case of a waiver, by
the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single
or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive
of any rights or remedies which any party may otherwise have at law or in equity.


 


(e)
Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.


 


(f)
Counterparts. This Agreement may be executed in one or more original or facsimile counterparts, and by the different Parties
hereto in separate counterparts, by facsimile, portable document format (“pdf”),
or other form of electronic signature, each of which when executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.


 




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(g)
Captions. The headings, titles or captions of the Sections and Sections of this Agreement are inserted only to facilitate
reference, and they are not intended to define, limit, extend or describe the scope or intent of this Agreement or any provision
hereof, and they do not constitute a part hereof or affect the meaning or interpretation of this Agreement or any part hereof.


 


(h)
Assignment. No Party may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement
without the prior written consent of the other Parties to this Agreement; provided,
however, that the Company may assign any or all of its rights, together with its obligations
hereunder, to any of its Affiliates or to any successor to all or a portion of the assets of the Company, provided
further, however, that if such Affiliate(s) fails to fully and timely perform any of such
obligations, the Company shall fully and promptly perform such obligations as if it were a party thereto.


 


(i)
Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and the
LCT Minority Stockholders, and, except as otherwise expressly provided herein, nothing contained in this Agreement, express or
implied, is intended to or shall confer upon any other Person any right, benefit, or remedy of any nature whatsoever under or
by reason of this Agreement.


 


(j)
Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and
effect. Upon determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto
shall negotiate in good faith to, or the court making such a determination shall, modify this Agreement so as to effect the original
intent of the Parties as closely as possible in an acceptable manner to the effect that the transactions contemplated hereby are
fulfilled to the extent possible.


 


(k)
Governing Law; Forum. This Agreement and shall be governed by the laws of the State of New York. The Parties hereto do
hereby consent and submit to the venue and jurisdiction of the State or Federal Courts residing in New York, New York as the sole
and exclusive forum for such matters of disputes, and further agree that, in the event of any action or suit as to any matters
of dispute among the Parties, service of process may be made upon the other party by mailing a copy of the summons and/or complaint
to the other party at the address set forth herein. Notwithstanding anything to the contrary contained herein, the Parties may
seek equitable relief, or enforce any final judgment of any such federal or state court residing in New York, New York, in any
other jurisdiction in any manner provided by applicable law.


 


[Balance
of page intentionally left blank – signature page follow]


 




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


 


	VERT
    CAPITAL CORP	 	BOXLIGHT
    CORPORATION
	 	 	 	 	 
	By: 	/s/
    Michael Pope	 	By: 	/s/
    Mark Elliott
	Name:	Michael Pope	 	Name: 	Mark Elliott
	Title:	Managing Director	 	Title:	CEO
	 	 	 	 	 
	LOGICAL
    CHOICE CORPORATION	 	 	 
	 	 	 	 	 
	By:	/s/
    Michael Pope	 	 	 
	Name: 	Michael Pope	 	 	 
	Title:	President	 	 	 


 




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Exhibit
A


 


	Name
	 	Series
    A Preferred Stock	 	Conversion
                                         Shares

	 	 	 	 	 
	Logical
                                         Choice Corporation-Delaware

        
	 	              1,588,464	 	 126,672 
	Kevin
                                         Shupenia

        
	 	                  120,479	 	 9,608 
	Equity
                                         Partners
	 	                     96,010	 	 7,656 
	Ronald
                                         Kaye, Jr.

        
	 	                     61,840	 	 4,931 
	Mark
                                         Blood

        
	 	                     56,799	 	 4,529 
	Alpine
                                         Consultants, Inc.

        
	 	                     56,167	 	 4,479 
	Coggin
                                         Family Intervivos Tr., II

        
	 	                     56,167	 	 4,479 
	Ronald
                                         Bertucci

        
	 	                     51,730	 	 4,125 
	Crusader
                                         Printing, LLC

        
	 	                     46,507	 	 3,709 
	Ralph
                                         Capasso

        
	 	                     36,214	 	 2,888 
	Shelly
                                         R. DeJesus

        
	 	                     34,543	 	 2,755 
	Paul
                                         Anthes

        
	 	                     33,701	 	 2,687 
	Louise
                                         Bertucci

        
	 	                     22,467	 	 1,792 
	Jay
                                         Forman

        
	 	                     21,793	 	 1,738 
	Ronald
                                         Stewart

        
	 	                     17,974	 	 1,433 
	Barbara
                                         Bisel

        
	 	                     14,042	 	 1,120 
	Victor
                                         Bertucci

        
	 	                     13,115	 	 1,046 
	Donald
                                         Bertucci

        
	 	                     13,115	 	 1.046 
	Becky
                                         Milford

        
	 	                     11,290	 	 900 
	Barbara
                                         Smith

        
	 	                     11,290	 	 900 
	Jennifer
                                         Delling

        
	 	                     11,290	 	 900 
	Louis
                                         Gelsomino

        
	 	                     10,307	 	 822 
	James
                                         Anderson

        
	 	                     10,054	 	 802 
	Dolores
                                         A. Miller

        
	 	                       8,425	 	 672 
	Arthur
                                         E. Menna

        
	 	                       8,425	 	 672 
	Dorothy
                                         A. Brayley

        
	 	                       8,425	 	 672 
	Robert
                                         R. Menna

        
	 	                       8,425	 	 672 
	William
                                         J. Menna

        
	 	                       8,425	 	 672 
	Berton
                                         Revocable Living Trust

        
	 	                       7,499	 	 598 
	Mario
                                         Bertucci

        
	 	                       7,499	 	 598 
	Charlie
                                         Bertucci

        
	 	                       7,499	 	 598 
	Bernie
                                         Colter

        
	 	                       7,049	 	 562 
	Natalie
                                         and Kou Su JT TEN

        
	 	                       6,740	 	                            538 
	Jeff
                                         Delling

        
	 	                       4,549	 	                            363 
	Don
                                         Rosado

        
	 	                       2,555	 	 204 
	Robert
                                         Meeks

        
	 	                       2,555	 	 204 
	Patrick
                                         Ireland

        
	 	                       2,555	 	 204 
	Charles
                                         Kaye

        
	 	                       2,303	 	 184 
	Phillip
                                         Snelling

        
	 	                       2,303	 	 184 
	Donna
                                         Ingram

        
	 	                       2,303	 	 184 
	Ronald
                                         Jordan

        
	 	                       2,247	 	 179 
	Pam
                                         Estabrooke

        
	 	                       1,432	 	 114 
	Faith
                                         Deward

        
	 	                           702	 	 56 
	Douglas
                                         Druschel

        
	 	                           702	 	 56 
	Elizabeth
    Kaye	 	618	 	 49 
	Cary Thornton	 	337	 	 27 
	James Lambert	 	116	 	 9 
	Elizabeth
    Atkins	 	56	 	 4 
	Jeff Boyden	 	56	 	 4 
	Kevin Brock	 	56	 	 4 
	Tina L.
    Combs	 	56	 	 4 
	Kellyann
    Davis-Hutchens	 	56	 	 4 
	Danny Durham	 	56	 	 4 
	Wei Fang 	 	56	 	 4 
	Doug Hutcheson	 	56	 	 4 
	Alan W.
    Johnson	 	56	 	 4 
	Anjana
    Vijay Patel	 	56	 	 4 
	James P.
    Schrader	 	56	 	 4 
	Randall
    Spear	 	56	 	 4 
	Jody A.
    Tate	 	56	 	 4 
	Averi M.
    Washington	 	56	 	 4 
	Charles
    Elliott	 	56	 	 4 
	 Don Lowery	 	56	 	 4 
	Steve
    Hatala	 	56	 	 4 
	Total	 	2,500,000	 	 199,362 




 




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Exhibit
B


 


Series
A Preferred Stock Certificate of Designations


 


See Exhibit
4.1 to this registration statement on Form S-1 and related prospectus.


 




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