Execution
Version


 


NEITHER
THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE 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 COMPANY. THIS NOTE AND
THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH
SECURITIES.


 


BOXLIGHT
CORPORATION


 


Form
of Secured 


Convertible
Promissory


Note
due March 22, 2021


 


	Note
    No.	$4,400,000.00


Dated:
March 22, 2019 (the “Issuance Date”)


 


For
value received, BOXLIGHT CORPORATION, a Nevada corporation (the “Maker” or the “Company”),
hereby promises to pay to the order of Lind Global Macro Fund, LP, a Delaware limited partnership (together with its successors
and representatives, the “Holder”), in accordance with the terms hereinafter provided, the principal amount
of FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS ($4,400,000.00) (the “Principal Amount”).


 


All
payments under or pursuant to this Secured Convertible Promissory Note (this “Note”) shall be made in United
States Dollars in immediately available funds to the Holder at the address of the Holder set forth in the Purchase Agreement (as
hereinafter defined) or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer
of funds to the Holder’s account, instructions for which are attached hereto as Exhibit A. The outstanding principal
balance of this Note plus all accrued interest thereon (if any) shall be due and payable on March 22, 2021 (the “Maturity
Date”) or at such earlier time as provided herein.


 




    	 	 	 



     

    

 


ARTICLE
1


 


1.1
Purchase Agreement. This Note has been executed and delivered pursuant to the Securities Purchase Agreement, dated as of
March 22, 2019 (as the same may be amended from time to time, the “Purchase Agreement”), by and between the
Maker and the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms
in the Purchase Agreement.


 


1.2
Interest. Except as set forth in Section 2.2, the entire unpaid Principal Amount hereof shall accrue interest at
an annual rate equal to eight percent (8%), compounded monthly, which shall be payable as set forth in Section 1.3(a) below.


 


1.3
Payment of Principal and Interest.


 


(a)
Interest Payments. Commencing on the day that is the one (1) month anniversary of the Issuance Date, and then on each successive
one (1) month anniversary thereof and on the Maturity Date (or if this Note is accelerated, converted or redeemed, on the date
of such acceleration, conversion or redemption, as the case may be), until all amounts owing hereunder have been paid, as more
particularly set forth in Schedule 1 attached hereto (each, an “Interest Payment Date”), the Maker shall
pay to the Holder all interest that has accrued and remains unpaid on the outstanding Principal Amount of this Note, in accordance
with the terms hereof. On the Interest Payment Dates, such monthly payments shall, at the Maker’s option, be made in cash
or Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the accrued interest being paid
in shares of Common Stock by the Repayment Share Price (as defined below); provided, however, that no interest may be paid in
Repayment Shares unless such (1) such Repayment Shares may be immediately resold under Rule 144 without restriction on the number
of shares to be sold or manner of sale, or (2) registered for resale under the 1933 Act. Notwithstanding the foregoing, for the
period commencing on the Issuance Date and ending on the six (6) month anniversary of the Issuance Date, all the interest payable
during such period pursuant to this Section 1.3(a) shall accrue and, on the one hundred eighty-one (181) day anniversary
of the Issuance Date, the Holder shall have the option to either (i) convert all such accrued interest into shares of Common Stock
at the lesser of the Conversion Price (as defined below) and the Repayment Share Price or (ii) be paid, in a single payment, the
full amount of all the accrued interest in cash.


 


(b)
Principal Installment Payments. Commencing on the day that is the six (6) month anniversary of the Issuance Date, the Maker
shall pay to the Holder the outstanding Principal Amount hereunder in monthly installments, on such date and each one (1) month
anniversary thereof, as more particularly set forth in Schedule 1 attached hereto (each, a “Payment Date”),
of Two Hundred Forty-Four Thousand Four Hundred Forty-Four and 44/100 Dollars ($244,444.44) (the “Monthly Payments”),
until the Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion
or redemption of this Note in accordance with the terms herein. The Monthly Payments shall, at the Maker’s option, be made
in (i) cash, (ii) Repayment Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment
Shares shall be determined by dividing the Principal Amount plus accrued interest (if any) being paid in shares of Common Stock
at the Repayment Share Price; provided, however, that no portion of the Principal Amount may be paid in Repayment Shares unless
(A) such Repayment Shares may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner
of sale, or (B) registered for resale under the 1933 Act. The Monthly Payments may be increased at the Maker’s sole discretion
if made in cash, or upon mutual consent of the Maker and the Holder if made by the issuance of the Repayment Shares.


 




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(c)
Prepayment. At any time after the Issuance Date, the Maker may repay all (but not less than all) of the Outstanding Principal
Amount plus all accrued interest thereon (if any), upon at least ten (10) days written notice of the Holder (the “Prepayment
Notice”). If the Maker elects to prepay this Note pursuant to the provisions of this Section 1.3(c), the Holder
shall have the right, upon written notice to the Maker (a “Prepayment Conversion Notice”) within five (5) Business
Days of the Holder’s receipt of a Prepayment Notice, to convert up to twenty-five percent (25%) of the Outstanding Principal
Amount plus accrued interest thereon (if any) on the Issuance Date (the “Maximum Amount”) at the lesser of
(i) the Conversion Price and (ii) the Cash Repayment Price (as defined below), in accordance with the provisions of Article 3,
specifying the Principal Amount plus accrued interest (if any) (up to the Maximum Amount) that the Holder will convert. Upon delivery
of a Prepayment Notice, the Maker irrevocably and unconditionally agrees to, within five (5) Business Days of receiving a Prepayment
Conversion Notice, and if no Prepayment Conversion Notice is received, within ten (10) Business Days of delivery of a Prepayment
Notice: (i) repay the Outstanding Principal Amount plus all accrued interest thereon (if any) minus the Principal Amount set forth
in the Prepayment Conversion Notice and (ii) issue the applicable Conversion Shares to the Holder in accordance with Article 3.
The foregoing notwithstanding, the Maker may not deliver a Prepayment Notice with respect to any Outstanding Principal Amount
that is subject to a Conversion Notice delivered by the Holder in accordance with Article 3.


 


(d)
Delisting from a Trading Market. If at any time the Common Stock ceases to be listed on a Trading Market, (i) the Holder
may deliver a demand for payment to the Company and, if such a demand is delivered, the Company shall, within ten (10) Business
Days following receipt of the demand for payment from the Holder, pay all of the Outstanding Principal Amount plus accrued interest
thereon (if any) or (ii) the Holder may, at its election, after the six month anniversary of the Issuance Date or earlier if a
Registration Statement covering the Conversion Shares has been declared effective, upon notice to the Company in accordance with
Section 5.1, convert all or a portion of the Outstanding Principal Amount plus any accrued interest and the Conversion
Price shall be adjusted to the lower of (A) the then-current Conversion Price and (A) eighty percent (80%) of the average of the
three (3) lowest daily VWAPs during the twenty (20) Trading Days (as defined below) prior to delivery by the Holder of its notice
of conversion pursuant to this Section 1.3(d).


 


1.4
Payment on Non-Business Days. Whenever any payment to be made shall be due on a day which is not a Business Day, such payment
may be due on the next succeeding Business Day.


 


1.5
Transfer. This Note may be transferred or sold, subject to the provisions of Section 5.8 of this Note, or pledged,
hypothecated or otherwise granted as security by the Holder.


 




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1.6
Replacement. Upon receipt of a duly executed and notarized written statement from the Holder with respect to the loss,
theft or destruction of this Note (or any replacement hereof), or, in the case of a mutilation of this Note, upon surrender and
cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed
or mutilated Note.


 


1.7
Use of Proceeds. The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.


 


1.8
Status of Note and Security Interest. The security interest of the Holder and the obligations of the Maker under this Note
relating thereto shall be junior and expressly made subject and subordinate to (a) the security interest held by Sallyport Commercial
Finance, LLC (“Sallyport”) pursuant to that certain Account Sale and Purchase Agreement dated as of May 5,
2017 by and between Sallyport and the Maker (the “Sallyport Agreement”), or (b) a security interest held by
a single asset-backed lender (which may include a commercial finance company, hedge fund or commercial banking institutions) (a
“Senior Lender”), in connection with a lending facility, on terms and conditions approved by the Holder (the
“Permitted ABL Facility”), pursuant to which such Senior Lender may advance up to no more than eight-five percent
(85%) of the aggregate amount of the Maker’s accounts receivable and no more than fifty percent (50%) of the aggregate value
of the Maker’s finished goods inventory, but in no event have an outstanding balance exceeding Ten Million Dollars ($10,000,000),
but such security interest in favor of the Holder shall be senior to any other security interests granted by the Maker to the
extent permitted by the Holder. The payment obligations of the Maker hereunder shall be pari passu in respect of all payment obligations
owing to Sallyport under the Sallyport Agreement and owing to any Senior Lender under the Permitted ABL Facility and shall be
senior to all other Indebtedness and equity of the Company, including Preferred Stock. On the date hereof, Sallyport, the Maker
and the Holder are entering into the Sallyport Intercreditor Agreement (as defined in Section 5.1 hereof). In addition, in the
event that the Maker shall enter into any Permitted ABL Facility with a Senior Lender prior to the Maturity Date, the Holder of
this Note shall execute and deliver an intercreditor agreement among the Maker, the Senior Lender and the Holder of this Note,
in form and substance acceptable to such Senior Lender and reasonably acceptable to the Holder evidencing the priority of such
Senior Lender’s security interest (the “Senior Lender Intercreditor Agreement” and, collectively with
the Sallyport Intercreditor Agreement, the “Intercreditor Agreements” and each, an “Intercreditor
Agreement”), with all related legal and documentation costs to be paid by the Maker. Upon any Liquidation Event (as
hereinafter defined), the Holder will be entitled to receive, before any distribution or payment is made upon, or set apart with
respect to, any Indebtedness of the Maker or any class of capital stock of the Maker, (other than to Sallyport or a Senior Lender
pursuant to the express terms of the applicable Intercreditor Agreement), an amount equal to the Outstanding Principal Amount
plus all accrued interest thereon (if any). For purposes of this Note, “Liquidation Event” means a liquidation
pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment
for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Maker.
Notwithstanding the foregoing, the security interest granted in favor of Sallyport under the Sallyport Agreement shall be terminated
immediately prior to or in connection with any the Company entering into a Permitted ABL Facility with a Senior Lender as contemplated
above.


 




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1.9
Secured Note. The full amount of this Note is secured by the Collateral (as defined in the Security Agreement) identified
and described as security therefor in the Security Agreement dated as of March 22, 2019 (the “Security Agreement”)
by and between the Maker and the Holder.


 


1.10
Tax Treatment. The Maker and the Holder agree that for U.S. federal income tax purposes, and applicable state, local and
non-U.S. income tax purposes, this Note is not intended to be, and shall not be, treated as indebtedness. Neither the Maker nor
the Holder shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in
respect of Taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal
Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S.
law.


 


ARTICLE
2


 


2.1
Events of Default. An “Event of Default” under this Note shall mean the occurrence of any of the events
defined in the Purchase Agreement, and any of the additional events described below:


 


(a)
any default in the payment of (i) the Principal Amount or accrued interest (if any) hereunder when due; or (ii) liquidated damages
in respect of this Note as and when the same shall become due and payable (whether on a Payment Date, the Maturity Date or by
acceleration or otherwise);


 


(b)
the Maker shall fail to observe or perform any other covenant, condition or agreement contained in this Note or any Transaction
Document;


 


(c)
the Maker’s notice to the Holder, including by way of public announcement, at any time, of its inability to comply (including
for any of the reasons described in Section 3.6(a) hereof) or its intention not to comply with proper requests for conversion
of this Note into shares of Common Stock;


 


(d)
the Maker shall fail to (i) timely deliver the shares of Common Stock as and when required in Section 3.2; or (ii) make
the payment of any fees and/or liquidated damages under this Note, the Purchase Agreement or the other Transaction Documents;


 


(e)
default shall be made in the performance or observance of any material covenant, condition or agreement contained in the Purchase
Agreement or any other Transaction Document that is not covered by any other provisions of this Section 2.1;


 


(f)
at any time the Maker shall fail to have a sufficient number of shares of Common Stock authorized, reserved and available for
issuance to satisfy the potential conversion in full (disregarding for this purpose any and all limitations of any kind on such
conversion) of this Note or to satisfy the mandatory issuance of Make Whole Shares, if any, pursuant to the Purchase Agreement;


 




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(g)
any representation or warranty made by the Maker or any of its Subsidiaries herein or in the Purchase Agreement, this Note or
any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of
which made;


 


(h)
unless otherwise approved in writing in advance by the Holder, the Maker shall, or shall announce an intention to pursue or consummate
a Change of Control, or a Change of Control shall be consummated, or the Maker shall negotiate, propose or enter into any agreement,
understanding or arrangement with respect to any Change of Control;


 


(i)
the Maker or any of its Subsidiaries shall (A) default in any payment of any amount or amounts of principal of or interest on
any Indebtedness (other than the Indebtedness hereunder), the aggregate principal amount of which Indebtedness is in excess of
$250,000; (B) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or
contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary
or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to
its stated maturity; or (C) default under any Indebtedness to Sallyport Commercial Finance LLC or a Senior Lender.


 


(j)
the Maker or any of its Subsidiaries shall: (i) apply for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general
assignment for the benefit of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or
hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take
advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’
rights generally; (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy
Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice
of bankruptcy or winding down of its operations or issue a press release regarding same; or (vii) take any action under the laws
of any jurisdiction (foreign or domestic) analogous to any of the foregoing;


 


(k)
a proceeding or case shall be commenced in respect of the Maker or any of its Subsidiaries, without its application or consent,
in any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or
composition or readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it
or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Maker or any of its Subsidiaries;
or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described
in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of forty-five (45) days or any
order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or
under the comparable laws of any jurisdiction (foreign or domestic) against the Maker or any of its Subsidiaries or action under
the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Maker
or any of its Subsidiaries and shall continue undismissed, or unstayed and in effect for a period of forty-five (45) days;


 




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(l)
the failure of the Maker to instruct its transfer agent to remove any legends from shares of Common Stock and issue such unlegended
certificates to the Holder within three (3) Trading Days of the Holder’s request so long as the Holder has provided reasonable
assurances to the Maker that such shares of Common Stock can be sold pursuant to Rule 144 or any other applicable exemption;


 


(m)
the Maker’s shares of Common Stock are no longer publicly traded or cease to be listed on the Trading Market or, after the
six month anniversary of the Issuance Date, any Investor Shares may not be immediately resold under Rule 144 without restriction
on the number of shares to be sold or manner of sale, unless such Investor Shares have been registered for resale under the 1933
Act and may be sold without restriction;


 


(n)
the Maker consummates a “going private” transaction and as a result the Common Stock is no longer registered under
Sections 12(b) or 12(g) of the 1934 Act;


 


(o)
there shall be any SEC or judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer
agent for the Common Stock restricting the trading of such Common Stock; or


 


(p)
the occurrence of a Material Adverse Effect in respect of the Maker, or the Maker and its Subsidiaries taken as a whole.


 


For
the avoidance of doubt, any default pursuant to clause (i) above shall not be subject to any cure periods pursuant to the instrument
governing such Indebtedness or this Note.


 


2.2
Remedies Upon an Event of Default.


 


(a)
Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default
occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or
Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however,
that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k),
the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to
twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest
on past due interest) shall be due and payable upon demand.


 


(b)
Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business
Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event
or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1
hereof under which such Event of Default has occurred.


 




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(c)
If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default
occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or
Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however,
that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k),
the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon
(if any) due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest,
or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that
(x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand
the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the
Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower
of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during
the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or (c) exercise or otherwise
enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase
Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses
(k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate
as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other
remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.


 


ARTICLE
3


 


3.1
Conversion.


 


(a)
Voluntary Conversion. At any time and from time to time, subject to Section 3.3, this Note shall be convertible
(in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of Common Stock as
is determined by dividing (x) that portion of the Outstanding Principal Amount plus any accrued interest thereon that the Holder
elects to convert by (y) the Conversion Price then in effect on the date on which the Holder delivers a notice of conversion,
in substantially the form attached hereto as Exhibit B (the “Conversion Notice”), in accordance with
Section 5.1 to the Maker. The Holder shall deliver this Note to the Maker at the address designated in the Purchase Agreement
at such time that this Note is fully converted. With respect to partial conversions of this Note, the Maker shall keep written
records of the amount of this Note converted as of the date of such conversion (each, a “Conversion Date”).


 


(b)
Mandatory Conversion. Subject to Section 3.3, at the Maker’s sole option and upon notice by the Maker to the
Holder stating the portion of the Outstanding Principal Amount to be converted, for which a calculation of the Conversion Price,
as adjusted, and the number of Conversion Shares will be provided by the Holder to the Maker, (i) up to fifty percent (50%) of
the Outstanding Principal Amount shall be automatically converted if the daily VWAP is greater than $8.00 for thirty (30) consecutive
Trading Days or (ii) one hundred percent (100%) of the Outstanding Principal Amount shall be automatically converted if the daily
VWAP is greater than $10.00 for thirty (30) consecutive Trading Days.


 




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(c)
Conversion Price. The “Conversion Price” means $4.00, and shall be subject to adjustment as provided
herein.


 


(d)
Credit towards Repayment. The face value of any portion of this Note that is converted pursuant to Sections 3.1(a)
and 3.1(b) shall be credited towards future Monthly Repayments pursuant to Section 1.3(b). For example, if $733,333.33
of the Outstanding Principal Amount is converted, the Maker shall not be obligated to make the Monthly Repayments for the subsequent
three months.


 


3.2
Delivery of Conversion Shares. As soon as practicable after any conversion in accordance with this Note and in any event
within three (3) Trading Days thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense,
cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or certificates evidencing
the number of fully paid and nonassessable shares of Common Stock to which the Holder shall be entitled on such conversion (the
“Conversion Shares”), in such denominations as may be requested by the Holder, which certificate or certificates
shall be free of restrictive and trading legends (except for any such legends as may be required under the Securities Act). In
lieu of delivering physical certificates for the shares of Common Stock issuable upon any conversion of this Note, provided the
Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer program or a similar program, upon request of the Holder, the Company shall cause its transfer agent to electronically
transmit such shares of Common Stock issuable upon conversion of this Note to the Holder (or its designee), by crediting the account
of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided
that the same time periods herein as for stock certificates shall apply) as instructed by the Holder (or its designee).


 




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3.3
Ownership Cap. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive shares
representing Equity Interests upon conversion of this Note to the extent (but only to the extent) that such exercise or receipt
would cause the Holder Group (as defined below) to become, directly or indirectly, a “beneficial owner” (within the
meaning of Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of a number of Equity Interests
of a class that is registered under the 1934 Act which exceeds the Maximum Percentage (as defined below) of the Equity Interests
of such class that are outstanding at such time. Any purported delivery of Equity Interests in connection with the conversion
of this Note prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent
(but only to the extent) that such delivery would result in the Holder Group becoming the beneficial owner of more than the Maximum
Percentage of the Equity Interests of a class that is registered under the 1934 Act that is outstanding at such time. If any delivery
of Equity Interests owed to the Holder following conversion of this Note is not made, in whole or in part, as a result of this
limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such
Equity Interests as promptly as practicable after the Holder gives notice to the Company that such delivery would not result in
such limitation being triggered or upon termination of the restriction in accordance with the terms hereof. To the extent limitations
contained in this Section 3.3 apply, the determination of whether this Note is convertible and of which portion of this
Note is convertible shall be the sole responsibility and in the sole determination of the Holder, and the submission of a notice
of conversion shall be deemed to constitute the Holder’s determination that the issuance of the full number of Conversion
Shares requested in the notice of conversion is permitted hereunder, and the Company shall not have any obligation to verify or
confirm the accuracy of such determination. For purposes of this Section 3.3, (i) the term “Maximum Percentage”
shall mean 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess of 4.99% of
any class of Equity Interests in the Company that is registered under the 1934 Act, then the Maximum Percentage shall automatically
increase to 9.99% so long as the Holder Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance
of doubt, automatically decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests);
and (ii) the term “Holder Group” shall mean the Holder plus any other Person with which the Holder is considered
to be part of a group under Section 13 of the 1934 Act or with which the Holder otherwise files reports under Sections 13 and/or
16 of the 1934 Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the
Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may
be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the
Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or
oral request of the Holder, the Company shall, within one (1) Business Day of such request, confirm orally and in writing to the
Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 3.3 shall be construed,
corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.


 




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3.4
Adjustment of Conversion Price.


 


(a)
Until the Note has been paid in full or converted in full, the Conversion Price shall be subject to adjustment from time to time
as follows (but shall not be increased, other than pursuant to Section 3.4(a)(i) hereof):


 


(i)
Adjustments for Stock Splits and Combinations. If the Maker shall at any time or from time to time after the Closing Date
(but whether before or after the Issuance Date) effect a split of the outstanding Common Stock, the applicable Conversion Price
in effect immediately prior to the stock split shall be proportionately decreased. If the Maker shall at any time or from time
to time after the Closing Date (but whether before or after the Issuance Date), combine the outstanding shares of Common Stock,
the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments
under this Section 3.4(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.


 


(ii)
Adjustments for Certain Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing
Date (but whether before or after the Issuance Date) make or issue or set a record date for the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable
Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event
such record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion
Price then in effect by a fraction:


 


(1)
the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date; and


 


(2)
the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of
such dividend or distribution.


 


(iii)
Adjustment for Other Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing
Date (but whether before or after the Issuance Date) make or issue or set a record date for the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event,
an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion
Price or otherwise) so that the Holder of this Note shall receive upon conversions thereof, in addition to the number of shares
of Common Stock receivable thereon, the number of securities of the Maker or other issuer (as applicable) or other property that
it would have received had this Note been converted into Common Stock in full (without regard to any conversion limitations herein)
on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date,
retained such securities (together with any distributions payable thereon during such period) or assets, giving application to
all adjustments called for during such period under this Section 3.4(a)(iii) with respect to the rights of the holders
of this Note; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or
if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph
as of the time of actual payment of such dividends or distributions.




 


(iv)
                                         Adjustments for Reclassification, Exchange or Substitution. If the Common Stock
                                         at any time or from time to time after the Closing Date (but whether before or after
                                         the Issuance Date) shall be changed to the same or different number of shares or other
                                         securities of any class or classes of stock or other property, whether by reclassification,
                                         exchange, substitution or otherwise (other than by way of a stock split or combination
                                         of shares or stock dividends provided for in Sections 3.4(a)(i), (ii) and (iii)
                                         hereof, or a reorganization, merger, consolidation, or sale of assets provided for in
                                         Section 3.4(a)(v) hereof), then, and in each event, an appropriate revision to
                                         the Conversion Price shall be made and provisions shall be made (by adjustments of the
                                         Conversion Price or otherwise) so that the Holder shall have the right thereafter to
                                         convert this Note into the kind and amount of shares of stock or other securities or
                                         other property receivable upon reclassification, exchange, substitution or other change,
                                         by holders of the number of shares of Common Stock into which such Note might have been
                                         converted immediately prior to such reclassification, exchange, substitution or other
                                         change, all subject to further adjustment as provided herein.


 




    	 	11	 



     

    

 


(v)
Adjustments for Issuance of Additional Shares of Common Stock. In the event the Maker shall at any time or from time to
time after the Closing Date (but whether before or after the Issuance Date) issue or sell any additional shares of Common Stock
(“Additional Shares of Common Stock”), other than (A) as provided in this Note (including the foregoing subsections
(i) through (iv) of this Section 3.4(a)), pursuant to any Equity Plan (including pursuant to Common Stock Equivalents granted
or issued under any Equity Plan), (B) pursuant to Common Stock Equivalents granted or issued prior to the Closing Date, or (C)
Exempted Securities, in any case, at an effective price per share that is less than the Conversion Price then in
effect or without consideration, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration
per share paid for such Additional Shares of Common Stock. For purposes of clarification, the amount of consideration received
for such Additional Shares of Common Stock shall not include the value of any additional securities or other rights received in
connection with such issuance of Additional Shares of Common Stock (i.e. warrants, rights of first refusal or other similar rights).


 


(vi)
Issuance, Amendment or Adjustment of Common Stock Equivalents. Except for Exempted Securities, if (x) the Maker, at any
time after the Closing Date (but whether before or after the Issuance Date), shall issue any securities convertible into or exercisable
or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”), or any rights or warrants
or options to purchase any such Common Stock or Convertible Securities, other than Common Stock Equivalents granted or issued
under any Equity Plan (collectively with the Convertible Securities, the “Common Stock Equivalents”) and the
price per share for which shares of Common Stock may be issuable pursuant to any such Common Stock Equivalent shall be less
than the applicable Conversion Price then in effect, or (y) the price per share for which shares of Common Stock may be
issuable under any Common Stock Equivalents is amended or adjusted, pursuant to the terms of such Common Stock Equivalents or
otherwise, and such price as so amended or adjusted shall be less than the applicable Conversion Price in effect at the time of
such amendment or adjustment, then, in each such case (x) or (y), the applicable Conversion Price upon each such issuance or amendment
or adjustment shall be adjusted as provided in subsection (vi) of this Section 3.4(a) as if the maximum number of shares
of Common Stock issuable upon conversion, exercise or exchange of such Common Stock Equivalents had been issued on the date of
such issuance or amendment or adjustment.


 


(vii)
Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:


 


(1)
in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or
merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock
or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined
reasonably and in good faith by the Board of Directors of the Maker and approved by the Holder, of such portion of the assets
and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common
Stock, Convertible Securities, rights or warrants or options, as the case may be; or


 




    	 	12	 



     

    

 


(2)
in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously
outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another
corporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or
other securities or other property of any corporation, the Maker shall be deemed to have issued shares of its Common Stock, at
a price per share equal to the valuation of the Maker’s Common Stock based on the actual exchange ratio on which the transaction
was predicated, as applicable, and the fair market value on the date of such transaction of all such stock or securities or other
property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number
of shares of Common Stock issuable upon conversion of the Note, the determination of the applicable Conversion Price or the number
of shares of Common Stock issuable upon conversion of the Note immediately prior to such merger, consolidation or sale, shall
be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Note. In
the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both,
the consideration computed as provided in this Section 3.4(a)(vii) shall be allocated among such securities and assets
as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.


 


(b)
Record Date. In case the Maker shall take record of the holders of its Common Stock for the purpose of entitling them to
subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares of Common Stock
shall be deemed to be such record date.


 


(c)
No Impairment. The Maker shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed hereunder by the Maker, but will at all times in
good faith assist in the carrying out of all the provisions of this Section 3.4 and in the taking of all such action as
may be necessary or appropriate in order to protect the conversion rights of the Holder against impairment. In the event the Holder
shall elect to convert this Note as provided herein, the Maker cannot refuse conversion based on any claim that the Holder or
anyone associated or affiliated with the Holder has been engaged in any violation of law, violation of an agreement to which the
Holder is a party or for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion
of this Note shall have issued and the Maker posts a surety bond for the benefit of the Holder in an amount equal to one hundred
fifty percent (150%) of the Principal Amount of the Note plus any accrued interest the Holder has elected to convert, which bond
shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable
to the Holder (as liquidated damages) in the event it obtains judgment.


 




    	 	13	 



     

    

 


(d)
Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of
shares of Common Stock issuable upon conversion of this Note pursuant to this Section 3.4, the Maker at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting
forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Maker
shall, upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting
forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common
Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of this
Note. Notwithstanding the foregoing, the Maker shall not be obligated to deliver a certificate unless such certificate would reflect
an increase or decrease of at least one percent (1%) of such adjusted amount.


 


(e)
Issue Taxes. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that
may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided,
however, that the Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder
in connection with any such conversion.


 


(f)
Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional
shares to which the Holder would otherwise be entitled, the Maker shall pay cash equal such fractional shares multiplied by the
Conversion Price then in effect.


 


(g)
Reservation of Common Stock. The Maker shall at all while this Note shall be outstanding, reserve and keep available out
of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to
effect the conversion of this Note (disregarding for this purpose any and all limitations of any kind on such conversion). The
Maker shall, from time to time, increase the authorized number of shares of Common Stock or take other effective action if at
any time the unissued number of authorized shares shall not be sufficient to satisfy the Maker’s obligations under this
Section 3.4(g).


 


(h)
Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of conversion of this Note require
registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal
or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Maker shall,
at its sole cost and expense, in good faith and as expeditiously as possible, secure such registration, listing or approval, as
the case may be.


 


(i)
Effect of Events Prior to the Issuance Date. If the Issuance Date of this Note is after the Closing Date, then, if the
Conversion Price or any other right of the Holder of this Note would have been adjusted or modified by operation of any provision
of this Note had this Note been issued on the Closing Date, such adjustment or modification shall be deemed to apply to this Note
as of the Issuance Date as if this Note had been issued on the Closing Date.


 




    	 	14	 



     

    

 


3.5
Prepayment Following an Event of Default.


 


(a)
Prepayment Upon an Event of Default. Notwithstanding anything to the contrary contained herein, following the occurrence
of an Event of Default, the Holder shall have the right, at the Holder’s option to require the Maker to prepay all or a
portion of this Note in cash at a price equal to the sum of one hundred five percent (105%) of the Outstanding Principal Amount
plus all accrued interest thereon (if any) (the “Cash Repayment Price”).


 


(b)
Mechanics of Prepayment at Option of Holder in Connection with a Change of Control. No sooner than fifteen (15) days prior
to entry into an agreement for a Change of Control nor later than ten (10) days prior to the consummation of a Change of Control,
but not prior to the public announcement of such Change of Control, the Maker shall deliver written notice (“Notice of
Change of Control”) to the Holder. At any time after receipt of a Notice of Change of Control (or, in the event a Notice
of Change of Control is not delivered at least ten (10) days prior to a Change of Control, at any time within ten (10) days prior
to a Change of Control), the Holder may require the Maker to prepay, effective immediately prior to the consummation of such Change
of Control, an amount equal to 105% of the Outstanding Principal Amount plus all accrued interest thereon (if any), by delivering
written notice thereof (“Notice of Prepayment at Option of Holder Upon Change of Control”) to the Maker, which
Notice of Prepayment at Option of Holder Upon Change of Control shall indicate the Principal Amount of the Note and any accrued
interest thereon that the Holder is electing to have prepaid, at the Cash Repayment Price.


 


(c)
Payment of Cash Repayment Price. Upon the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Event
of Default or a Notice(s) of Prepayment at Option of Holder Upon Change of Control from the Holder, the Maker shall deliver the
Cash Repayment Price to the holder within five (5) Business Days after the Maker’s receipt of a Notice of Prepayment at
Option of Holder Upon Event of Default and, in the case of a prepayment pursuant to Section 3.5(b) hereof, the Maker shall
deliver the applicable Cash Repayment Price immediately prior to the consummation of the Change of Control; provided that the
Holder’s original Note shall have been so delivered to the Maker.


 


3.6
Inability to Fully Convert.


 


(a)
Holder’s Option if Maker Cannot Fully Convert. If, upon the Maker’s receipt of a Conversion Notice or as otherwise
required under this Note, the Maker cannot issue shares of Common Stock for any reason, including, without limitation, because
the Maker (x) does not have a sufficient number of shares of Common Stock authorized and available or (y) is otherwise prohibited
by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory
organization with jurisdiction over the Maker or any of its securities from issuing all of the Common Stock which is to be issued
to the Holder pursuant to this Note, then the Maker shall issue as many shares of Common Stock as it is able to issue and, with
respect to the unconverted portion of this Note or with respect to any shares of Common Stock not timely issued in accordance
with this Note, the Holder, solely at Holder’s option, can elect to:


 


(i)
require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock or for which shares
of Common Stock were not timely issued (the “Mandatory Prepayment”) at a price equal to the number of shares
of Common Stock that the Maker is unable to issue multiplied by the VWAP on the date of conversion;


 




    	 	15	 



     

    

 


(ii)
void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the
Conversion Notice (provided that the Holder’s voiding its Conversion Notice shall not affect the Maker’s obligations
to make any payments which have accrued prior to the date of such notice); or


 


(iii)
defer issuance of the applicable Conversion Shares until such time as the Maker can legally issue such shares; provided, that
if the Holder elects to defer the issuance of the Conversion Shares, it may exercise its rights under either clause (i) or (ii)
above at any time prior to the issuance of the Conversion Shares upon two (2) Business Days notice to the Maker.


 


(b)
Mechanics of Fulfilling Holder’s Election. The Maker shall immediately send to the Holder, upon receipt of a Conversion
Notice from the Holder, which cannot be fully satisfied as described in Section 3.6(a) above, a notice of the Maker’s
inability to fully satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability
to Fully Convert Notice shall indicate (i) the reason why the Maker is unable to fully satisfy the Holder’s Conversion Notice;
and (ii) the amount of this Note which cannot be converted. The Holder shall notify the Maker of its election pursuant to Section
3.6(a) above by delivering written notice to the Maker (“Notice in Response to Inability to Convert”).


 


(c)
Payment of Cash Repayment Price. If the Holder shall elect to have its Note prepaid pursuant to Section 3.6(a)(i)
above, the Maker shall pay the Cash Repayment Price to the Holder within five (5) Business Days of the Maker’s receipt of
the Holder’s Notice in Response to Inability to Convert; provided that prior to the Maker’s receipt of the Holder’s
Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of
the Holder, that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable
to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay
the applicable Cash Repayment Price to the Holder on the date that is one (1) Business Day following the Maker’s receipt
of the Holder’s Notice in Response to Inability to Convert, in addition to any remedy the Holder may have under this Note
and the Purchase Agreement, such unpaid amount shall bear interest at the rate of two percent (2%) per month (prorated for partial
months) until paid in full. Until the full Cash Repayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory
Prepayment with respect to that portion of the Note for which the full Cash Repayment Price has not been paid and (ii) receive
back such Note.


 


(d)
No Rights as Stockholder. Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the
conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect
of any meeting of stockholders for the election of directors of the Maker or of any other matter, or any other rights as a stockholder
of the Maker.


 




    	 	16	 



     

    

 


ARTICLE
4


 


4.1
Covenants. For so long as any Note is outstanding, without the prior written consent of the Holder:


 


(a)
Compliance with Transaction Documents. The Maker shall, and shall cause its Subsidiaries to, comply with its obligations
under this Note and the other Transaction Documents.


 


(b)
Payment of Taxes, Etc. The Maker shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause
to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon
the income, profits, property or business of the Maker and the Subsidiaries, except for such failures to pay that, individually
or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however ,
that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith
by appropriate proceedings and if the Maker or such Subsidiaries shall have set aside on its books adequate reserves with respect
thereto, and provided, further, that the Maker and such Subsidiaries will pay all such taxes, assessments, charges or levies forthwith
upon the commencement of proceedings to foreclose any lien which may have attached as security therefor.


 


(c)
Corporate Existence. The Maker shall, and shall cause each of its Subsidiaries to, maintain in full force and effect its
corporate existence, rights and franchises and all licenses and other rights to use property owned or possessed by it and reasonably
deemed to be necessary to the conduct of its business.


 


(d)
Investment Company Act. The Maker shall conduct its businesses in a manner so that it will not become subject to, or required
to be registered under, the Investment Company Act of 1940, as amended.


 


(e)
Sale of Collateral; Liens. From the date hereof until the full release of the security interest in the Collateral, (i)
the Maker shall not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so, other
than sales of inventory in the ordinary course of business consistent with past practices; and (ii) the Maker shall not, directly
or indirectly, create, permit or suffer to exist, and shall defend the Collateral against and take such other action as is necessary
to remove, any lien, security interest or other encumbrance on the Collateral (except for the pledge, assignment and security
interest created under the Security Agreement and Permitted Liens (as defined in the Security Agreement)).


 


(f)
Prohibited Transactions. The Company hereby covenants and agrees not to enter into any Prohibited Transactions until thirty
(30) days after such time as this Note has been converted into Conversion Shares or repaid in full.


 


(g)
Repayment of This Note. If the Company issues any debt, including any subordinated debt or convertible debt (other than
this Note), or any preferred stock, unless otherwise agreed in writing by the Holder, the Company will immediately utilize the
proceeds of such issuance to repay this Note; provided, however, that this Section 4.1(g) shall not apply to the transactions
identified on Schedule 5.7 of the Securities Purchase Agreement.


 


4.2
Set-Off. This Note shall be subject to the set-off provisions set forth in the Purchase Agreement.


 




    	 	17	 



     

    

 


ARTICLE
5


 


5.1
Intercreditor Agreement. Anything herein to the contrary notwithstanding, the liens and security interests securing the
obligations evidenced by this Note, the exercise of any right or remedy with respect thereto, and certain of the rights of the
holder hereof are subject to the provisions of the Intercreditor Agreement dated as of March 22, 2019 (as amended, restated, supplemented,
or otherwise modified from time to time, the “Sallyport Intercreditor Agreement”), by and between SALLYPORT
COMMERCIAL FINANCE, LLC, as First Lien Creditor, and LIND GLOBAL MACRO FUND, L.P., as Second Lien Creditor. In the
event of any conflict between the terms of the Sallyport Intercreditor Agreement and this Note the terms of the Sallyport Intercreditor
Agreement shall govern and control.


 


5.2
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b)
the next Business Day after the date of transmission, if such notice or communication is delivered via email at the email address
specified in this Section on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier
than 11:59 p.m. (New York time) on such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses
for notice shall be as set forth in the Purchase Agreement.


 


5.3
Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York,
without reference to principles of conflict of laws or choice of laws. This Note shall not be interpreted or construed with any
presumption against the party causing this Note to be drafted.


 


5.4
Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and
shall not constitute a part of this Note for any other purpose.


 


5.5
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall
be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation,
a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance
with the provisions giving rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages
for any failure by the Maker to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments,
conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not,
except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges
that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at
law for any such breach would be inadequate. Therefore, the Maker agrees that, in the event of any such breach or threatened breach,
the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to equitable relief,
including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing
economic loss and without any bond or other security being required.


 




    	 	18	 



     

    

 


5.6
Enforcement Expenses. The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation,
reasonable attorneys’ fees and expenses.


 


5.7
Binding Effect. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns
of each such party, whether or not such successors or assigns are permitted by the terms herein.


 


5.8
Amendments; Waivers. No provision of this Note may be waived or amended except in a written instrument signed by the Company
and the Holder. No waiver of any default with respect to any provision, condition or requirement of this Note 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 either party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


5.9
Compliance with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s
own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise
dispose of this Note in violation of securities laws. This Note and any Note issued in substitution or replacement therefor shall
be stamped or imprinted with a legend in substantially the following form:


 


“NEITHER
THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE 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 COMPANY.”


 




    	 	19	 



     

    

 


5.10
Jurisdiction; Venue. Any action, proceeding or claim arising out of, or relating in any way to this Agreement shall be
brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern
District of New York. The Company and the Holder irrevocably submit to the jurisdiction of such courts, which jurisdiction shall
be exclusive, and hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum.
The prevailing party in any such action shall be entitled to recover its reasonable and documented attorneys’ fees and out-of-pocket
expenses relating to such action or proceeding.


 


5.11
Parties in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder
and their respective successors and permitted assigns.


 


5.12
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege.


 


5.13
Maker Waivers. Except as otherwise specifically provided herein, the Maker and all others that may become liable for all
or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all
other demands’ and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do
hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions
may be made without notice to any such persons and without affecting their liability herein and do further consent to the release
of any person liable hereon, all without affecting the liability of the other persons, firms or Maker liable for the payment of
this Note, AND DO HEREBY WAIVE TRIAL BY JURY.


 


(a)
No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto,
shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right
or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.


 


(b)
THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED
BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS
SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.


 




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5.14
Definitions. Capitalized terms used herein and not defined shall have the meanings set forth in the Purchase Agreement.
For the purposes hereof, the following terms shall have the following meanings:


 


(a)
“Indebtedness” means: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures,
notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances,
current swap agreements, interest rate hedging agreements, interest rate swaps, or other financial products; (c) all capital lease
obligations that exceed $150,000 in the aggregate in any fiscal year; (d) all obligations or liabilities secured by a lien or
encumbrance on any asset of the Maker, irrespective of whether such obligation or liability is assumed; (e) all obligations for
the deferred purchase price of assets, together with trade debt and other accounts payable that exceed $150,000 in the aggregate
in any fiscal year; (f) all synthetic leases; (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly
guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other person; (h) trade
debt; and (i) endorsements for collection or deposit.


 


(b)
“Outstanding Principal Amount” means, at the time of determination, the Principal Amount outstanding after
giving effect to any conversions or prepayments pursuant to the terms hereof.


 


(c)
“Repayment Shares” means shares of Common Stock issued to the Holder by the Maker as payment for accrued interest
and/or the Principal Amount, pursuant to Sections 1.3(a) and 1.3(b) of this Note.


 


(d)
“Repayment Share Price” means ninety percent (90%) of the average of the five (5) lowest daily VWAPs during
the twenty (20) Trading Days prior to the issuance of the Repayment Shares.


 


(e)
“Trading Day” means a day on which the Common Stock is traded on a Trading Marking.


 


(f)
“VWAP” means, as of any date, the price determined by the first of the following clauses that applies: (a)
if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of one share of Common
Stock trading in the ordinary course of business on the applicable Trading Price for such date (or the nearest preceding date)
on such Trading Market as reported by Bloomberg Financial L.P.; (b) if the Common Stock is not then listed on a Trading Market
and if the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, the volume weighted average
price of one share of Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, as reported by Bloomberg
Financial L.P.; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock
is then reported in the “Pink Sheets” published by the Pink OTC Markets Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price of one share of Common Stock so reported, as reported
by Bloomberg Financial L.P.; or (d) in all other cases, the fair market value of one share of Common Stock as determined by an
independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company (in each case rounded to four
decimal places).


 


[Signature
Pages Follow]


 




    	 	21	 



     

    

 


IN
WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above
indicated.


 


	 	BOXLIGHT
    CORPORATION
	 	 	 
	 	By:	 
	 	Name:	Michael
    Pope
	 	Title:	President


 




    	 	 	 



    	 



    

 


SCHEDULE
1 


 


INTEREST
PAYMENT DATES AND PAYMENT DATES


 




    	 	 	 



    	 



    

 


EXHIBIT
A 


 


WIRE
INSTRUCTIONS


 


	Name
    of Bank: 	City
    National Bank	 
	 	400
    Park Avenue	 
	 	New
    York, NY 10022	 
	Routing
    #:		 
	For
    credit to:	Lind
    Global Macro Fund LP	 
	Account
    #:		 


 




    	 	24	 



    	 



    

 


EXHIBIT
B


 


FORM
OF CONVERSION NOTICE


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $ ________________ of the principal amount [and $_____ of accrued interest] of
the above Note No. ___ into shares of Common Stock of Boxlight Corporation (the “Maker”) according to the conditions
hereof, as of the date written below.


 


Date
of Conversion:


 


Conversion
Price:


 


Number
of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Conversion Date:


 


	 	[HOLDER]
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	          



 





	 	Address: