ESCROW
AGREEMENT


 


 THIS
ESCROW AGREEMENT (the “Agreement”) is entered into as of July __, 2017, by and between Boxlight Corporation
(“Boxlight”), Aegis Capital Corp. (“Aegis”) and Suntrust Bank, a _________
national bank (the “Escrow Agent”). 


 


RECITALS:


 


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 January 30, 2017 (the “Registration Statement”), as supplemented by Post-Effective
amendments to such Registration Statement declared effective by the SEC on August __, 2017 (the “Post-Effective
Amendment”), Boxlight is conducting an initial public offering (the “Public Offering”) of shares
of Class A common stock, par value $0.0001 par value per share, of Boxlight (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”);


 


WHEREAS, as set forth in
the Prospectus, the Offering Shares are being offered by Boxlight for a period that will terminate on a date (the “Termination
Date”) which shall be the first to occur of (i) when the offering of 1,000,000 shares is fully subscribed for,
(ii) 120 days from the date of this final prospectus included in the Post-Effective Amendment, or (iii) such
earlier date if Boxlight decides to terminate the offering of the Offering Shares prior to 120 days from the date of
the Prospectus; and


 


WHEREAS, in order for Boxlight
to complete the Offering, it must (a) sell for the account of Boxlight a minimum of 342,857 shares of Class A Common
Stock (the “Minimum Offering Amount”), (b) receive gross cash proceeds of not less than $2,400,000 (the “Minimum
Offering Proceeds”), and (c) satisfy the initial listing requirements to trade its Class A Common Stock on the Nasdaq
Capital Market of The Nasdaq Stock Exchange (“Nasdaq”) and receive a listing approval letter from Nasdaq (the
“Closing Conditions”); and


 


WHEREAS,
pending receipt of the Minimum Offering Proceeds and satisfaction of the Nasdaq listing requirements, all funds received from
subscribers to shares of the Class A Common Stock will be held in a special escrow account with the Escrow Agent pursuant to this
Agreement;


 


WHEREAS,
the Escrow Agent is willing to serve as escrow agent pursuant to the terms and conditions of this Agreement.


 


NOW
THEREFORE, the parties agree as follows:


 


ARTICLE
I


DELIVERIES
TO THE ESCROW AGENT


 


1.1.
Subscriber Deliveries. Pursuant to the terms of a subscription agreement in the form of Exhibit A annexed
hereto (the “Subscription Agreement”) between Boxlight and each subscriber for shares of Class A Common
Stock (the “Subscriber”), Boxlight shall instruct each Subscriber to deliver to the Escrow Agent the
full Subscription Price for the number of shares of Class A Common Stock of Boxlight being purchased by such Subscriber
(the aggregate of such Subscription Prices for all Subscribers for shares of Class A Common Stock being referred to as
the “Escrowed Funds”) by check, made payable in U.S. funds to the order of “Suntrust Bank, as Escrow
Agent for Boxlight Corporation,” or by wire transfer (in U.S. dollars) of immediately available funds pursuant to the
wire transfer instructions provided below to the address provided below.


 




    	 	 	 



    	 



    

 


Escrow
Agent – Wire Transfer Instructions:


 


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


 


Escrow
Agent – Mailing Address and Telephone Number:


 


 Suntrust
Bank 


 P.O. Box 4418 


 Mail Code 633 


 Atlanta,
GA 30302 


 


 1.2.
Placement Agent Deliveries. Any checks or wire transfers received from Subscribers by Aegis, as Placement Agent in the Offering
in the Offering, shall be transmitted to the Escrow Account maintained by the Escrow Agent under this Agreement by noon of the
next business day following such receipt in compliance with Securities Exchange Act Rule 15c2-4. 


 


 1.3. Intention
to Create Escrow over Escrowed Funds. The Corporation intends that the Escrowed Funds shall be held in escrow by the Escrow
Agent pursuant to this Agreement for the benefit of Boxlight and the Subscribers.


 


 1.4 .
Escrow Agent to Deliver Escrowed Funds. The Escrow Agent shall hold and release the Escrowed Funds only in accordance with
the terms and conditions of this Agreement.


 


 1.5.
Maintenance of Escrowed Funds. The Escrow Agent shall maintain the Escrowed Funds in a segregated bank account and shall not invest
the Escrowed Funds while the same are being held pursuant to this Agreement. 


 


 1.6. No
Duty to Enforce Collection. The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment
of any funds deposited into the escrow account. If, for any reason, any check deposited into the escrow account shall be returned
unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to return the check to the Subscriber and advise Boxlight
promptly thereof.


 


ARTICLE
II


RELEASE
OF TRANSACTION DOCUMENTS AND ESCROWED FUNDS


 


2.1.
Release of Escrow. Subject to the provisions of Sections 2.1(c) and 3.2, the Escrow Agent shall release the Escrowed Funds
as follows:


 


(a)
Release of Escrowed Funds upon Satisfaction of the Closing Conditions. At such time as Loeb & Loeb LLP, legal counsel
to Boxlight, and Gusrae Kaplan & Nusbaum, LLP, legal counsel to Aegis, shall deliver to the Escrow Agent joint
written instructions (“Instructions”) executed by a duly authorized partners of such law firms
to the effect that (i) all of the Closing Conditions to release of the Escrow Funds have been met, (ii) all Escrow Funds shall
be delivered by wire transfer to the general operating bank account of Boxlight and to the account of Aegis Capital Corp.,
and (iii) the amount of such Escrow Funds to be wired or transferred to Boxlight and to Aegis Capital Corp., respectively,
the Escrow Agent shall, at the time and place and by the method specified in the Instructions, deliver the Escrowed Funds in accordance
with such Instructions.







 




    	 	 	 



    	 



    

 


(b)
Return of Escrowed Funds on Termination of Offering. In the event that by the Termination Date, the Closing Conditions
have not been met, upon receipt of written notice executed by a duly authorized executive officer of Boxlight indicating that
the Offering has been terminated and that the Closing Conditions have not been met, the Escrow Agent shall promptly return
to each Subscribers the full amount of their respective subscription price included in the Escrow Funds , without interest or
deduction, and in compliance with SEC Rule 10b-9. The Corporation shall provide the Escrow Agent with time, place and method of
delivery for each Subscriber whose subscription price the Escrow Agent is to deliver pursuant to this Section 2.1(b). 







 


(c)
Delivery Pursuant to Court Order. Notwithstanding any provision contained herein, upon receipt by the Escrow Agent of a
final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”),
the Escrow Agent shall deliver the Escrowed Funds in accordance with the Court Order. Any Court Order shall be accompanied by
an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the
Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final
and non-appealable.


 


2.2.
Acknowledgement of the General Partner, Boxlight and the Subscribers. The General Partner, Boxlight and the
Subscribers acknowledge that the only terms and conditions upon which the Transaction Documents and Escrowed Funds are to be released
are set forth in Sections 2.1, 3.1(c) and 3.2 of this Agreement. Any dispute with respect to the release of the Transaction Documents
or Escrowed Funds shall be resolved pursuant to Section 3.2 or by agreement between Boxlight and the Escrow Agent.


 


ARTICLE
III


CONCERNING
THE ESCROW AGENT


 


3.1.
Duties and Responsibilities of the Escrow Agent. The Escrow Agent’s duties and responsibilities shall be subject
to the following terms and conditions:


 


(a) The Corporation acknowledges
and agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into
whether Boxlight is entitled to receipt of the Escrowed Funds pursuant to any other agreement or otherwise; (ii) shall
be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement;
(iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument,
statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have
been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of
any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by
the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with
the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by the Escrow Agent hereunder
any greater degree of care than the Escrow Agent gives its own similar property, but in no event less than a reasonable amount
of care; and (vi) may consult counsel satisfactory to the Escrow Agent, the opinion of such counsel to be full and complete
authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith and
in accordance with the opinion of such counsel.


 




    	 	 	 



    	 



    

 


(b)
The Corporation acknowledges that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith
and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement.
The Corporation agrees to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent’s officers, directors,
employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder,
including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this
Agreement, except in the case of gross negligence, willful misconduct or material breach of this Agreement on the Escrow Agent’s
part committed in its capacity as the Escrow Agent on behalf of Boxlight and the Subscribers under this Agreement and to
no other person.


 


(c)
The Escrow Agent may at any time resign as the Escrow Agent hereunder by giving five days prior written notice of resignation
to Boxlight. Prior to the effective date of the resignation as specified in such notice, Boxlight will issue to
the Escrow Agent an Instruction authorizing delivery of the Escrowed Funds to a substitute escrow agent selected by Boxlight.
If no successor escrow agent is named by Boxlight, the Escrow Agent may apply to a court of competent jurisdiction
in the State of Georgia for appointment of a successor escrow agent, and to deposit the Transaction Documents and Escrowed Funds
with the clerk of any such court.


 


(d)
The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow agent, having
only possession thereof.


 


(e)
This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto, and
no implied duties or obligations shall be read into this Agreement.


 


(f)
The provisions of this Section 3.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.


 


3.2.
Dispute Resolution; Judgments. Resolution of disputes arising under this Agreement shall be subject to the following terms
and conditions:


 


(a)
If any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Escrowed Funds,
or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent shall be authorized,
without liability to anyone, to (i) refrain from taking any action other than to continue to hold the Escrowed Funds pending
receipt of an Instruction from Boxlight, or (ii) deposit the Escrowed Funds with any court of competent jurisdiction
in the State of Georgia, in which event the Escrow Agent shall give written notice thereof to Boxlight and shall thereupon
be relieved and discharged from all further obligations pursuant to this Agreement. The Escrow Agent may, but shall be under no
duty to, institute or defend any legal proceedings which relate to the Escrowed Funds. The Escrow Agent shall have the right to
retain counsel if it becomes involved in any disagreement, dispute or litigation on account of this Agreement or otherwise determines
that it is necessary to consult counsel.







 




    	 	 	 



    	 



    

 


(b)
The Escrow Agent is hereby expressly authorized to comply with and obey any Court Order. In case the Escrow Agent obeys or complies
with a Court Order, the Escrow Agent shall not be liable to the Subscribers, Boxlight or to any other person, firm, corporation
or entity by reason of such compliance.


 


3.3.
Fees and Expenses of Escrow Agent. The Escrow Agent shall receive a fee of $________, payable by Boxlight, for serving
as Escrow Agent under this Agreement. The Corporation shall also reimburse the Escrow Agent for all of its out-of-pocket fees,
costs and expenses, including reasonable attorneys’ fees, telephone and facsimile transmission costs, postage (including
express mail and overnight delivery charges), copying charges and the like, incurred or that become due in connection with this
Agreement or the escrow account. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation
or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fees or reimbursement
of expenses which has been paid, prior to the effective date of any such modification, cancellation, termination, resignation
or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, the Escrow Agent shall
advise Boxlight and Boxlight shall direct all such amounts to be paid directly to the Escrow Agent.


 


ARTICLE
IV

INTERPRETATION


 


4.1.
Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter
contained herein and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of
the parties. There are no warranties, representations or other agreements made by the parties in connection with the subject matter
hereof except as specifically set forth in this Agreement.


 


4.3.
Extended Meanings. In this Agreement words importing the singular number include the plural and vice versa; words importing
the masculine gender include the feminine and neuter genders. The word “person” includes an individual, body corporate,
partnership, or other entity in whatever form, a trustee or trust or unincorporated association, an executor, administrator or
legal representative.


 


4.4.
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 all parties, or, in the case of a waiver, by the party
waiving compliance. Except as expressly stated herein, 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
preclude any other or future exercise of any other right, power or privilege hereunder.


 




    	 	 	 



    	 



    

 


4.5.
Headings. The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings
are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.


 


4.6.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement may be brought in the state courts of Georgia or in the federal courts located in the state of Georgia. The
parties and the individuals executing this Agreement and other agreements referred to herein or delivered in connection herewith
agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered
in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement.


 


4.7.
Specific Enforcement; Consent to Jurisdiction. Each of the parties to this Agreement acknowledge and agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions
to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof or
thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Nothing in this Section
shall affect or limit any right to serve process in any other manner permitted by law. By its execution and delivery of this Agreement,
each party to this Agreement consents to the jurisdiction of the federal and state courts located in the State of Georgia.


 


ARTICLE
V

GENERAL MATTERS


 


5.1.
Termination. This escrow shall terminate upon the disbursement in accordance with the provisions herein of the Escrowed
Funds in full or at any time upon the agreement in writing of Boxlight and the Escrow Agent.


 




    	 	 	 



    	 



    

 


5.2.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, e-mail, telegram or facsimile, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated
by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day following such delivery (if delivered other than
on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:


 


	 	●	as to Boxlight, 






 


Boxlight
Corporation


1045
Progress Circle


Lawrenceville,
Georgia 30043


Attn:
Sheri Lofgren, Chief Financial Officer


 


	 	●	as
    to the Escrow Agent, as set forth in Section 1.1 above; and


 


or
to such other address as any of them shall give to the others by notice made pursuant to this Section 5.2.


 


5.3.
Interest. The Escrowed Funds shall not be held in an interest bearing account nor will interest be payable in connection
therewith.


 


5.4.
Assignment; Binding Agreement. Neither this Agreement nor any right or obligation hereunder shall be assignable by any
party without the prior written consent of the other parties hereto. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective legal representatives, successors and assigns.


 


5.5.
Counterparts/Execution. This Agreement may be executed in any number of counterparts and by different signatories hereto
on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute
but one and the same instrument. This Agreement may be executed by facsimile transmission and delivered by facsimile transmission.


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Escrow Agreement as of the date first above written.


 


	 	BOXLIGHT
    CORPORATION.
	 	 	 
	 	By:	 
	 	Name:	Sheri
    Lofgren
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	 AEGIC CAPITAL CORP 
	 	 
	 	 By: 	 
	 	 Name: 	 David Bocchi 
	 	 Title: 	 Managing Director, Investment Banking 
	 	 	 
	 	ESCROW
    AGENT:
	 	 	 
	 	SUNTRUST
    BANK
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: