Execution
Copy


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”)
is entered into as of March 22, 2019 among Boxlight Corporation, a Nevada corporation (the “Company”), and
Lind Global Macro Fund, LP, a Delaware limited partnership (the “Investor”).


 


BACKGROUND


 


A.
The board of directors (the “Board of Directors”) of the Company has authorized the issuance to Investor of
the Note (as defined below) and the Closing Shares (as defined below).


 


B
The Investor desires to purchase the Note and the Closing Shares on the terms and conditions set forth in this Agreement.


 


C.
Concurrently with the execution of this Agreement, the Company and the Investor will enter into a Security Agreement, substantially
in the form attached hereto as Exhibit A (the “Security Agreement”), pursuant to which the Company will
grant a second priority security interest in substantially all of its assets to secure the Company’s obligations hereunder.


 


D.
Concurrently with the execution of this Agreement, the Company, the Investor and the Subordinated Creditors (as defined below)
will each enter into an Intercreditor Agreement, substantially in the form attached hereto as Exhibit B (the “Intercreditor
Agreement”).


 


NOW
THEREFORE, in consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


1.
DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings specified or indicated below, and such meanings
shall be equally applicable to the singular and plural forms of such defined terms:


 


“1933
Act” means the Securities Act of 1933, as amended.


 


“1934
Act” means the Securities Exchange Act of 1934, as it may be amended.


 


“Acquisition”
means the acquisition by the Company or any direct or indirect Subsidiary of the Company of a majority of the Equity Interests
or substantially all of the assets and business of any Person, whether by direct purchase of Equity Interests, asset purchase,
merger, consolidation or like combination.


 


“Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common
control with, the Person specified.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Blue
Sky Application” has the meaning set forth in Section 9.3(a).


 




    	 	 	 



     

    

 


“Board
of Directors” has the meaning set forth in the recitals.


 


“Business
Day” means any day other than a Saturday, Sunday or any other day on which banks are permitted or required to be closed
in New York City.


 


“Capital
Stock” means the Common Stock, Class B Common Stock, the Preferred Stock of the Company and any other classes of capital
stock of the Company.


 


“Change
of Control” means, with respect to the Company:


 


	 	(a)	a
    change in the composition of the board of directors of the Company at a single shareholder meeting where a majority of the
    individuals that were directors of the Company immediately prior to the start of such shareholder meeting are no longer directors
    at the conclusion of such meeting;
	 	 	 
	 	(b)	a
    change in composition of the board of directors of the Company prior to the termination of this Agreement where a majority
    of the individuals that were directors as of the date of this Agreement cease to be directors of the Company prior to the
    termination of this Agreement;
	 	 	 
	 	(c)	any
    two of the individuals who are the Chief Executive Officer, President or Chairman of the Board of Directors as of the date
    of this Agreement cease to hold such position at any time prior to the termination of this Agreement;
	 	 	 
	 	(d)	other
    than a shareholder that holds such a position at the date of this Agreement, if a Person comes to have beneficial ownership,
    control or direction over more than forty percent (40%) of the voting rights attached to any class of voting securities of
    the Company; or
	 	 	 
	 	(e)	the
    sale or other disposition by the Company or any of its Subsidiaries in a single transaction, or in a series of transactions,
    of all or substantially all of their respective assets.


 


“Class
B Common Stock” has the meaning set forth in Section 3.4(a).


 


“Closing”
has the meaning set forth in Section 2.2.


 


“Closing
Date” has the meaning set forth in Section 2.2.


 


“Closing
Shares” has the meaning set forth in Section 2.1.


 


“Code”
has the meaning set forth in Section 2.1.


 


“Commitment
Fee” means an amount equal to One Hundred Twenty-Five Thousand Dollars ($125,000.00).


 


“Common
Stock” means the Class A common stock of the Company, par value $0.0001 per share.


 




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“Company”
has the meaning set forth in the preamble.


 


“Conversion
Shares” means the shares of Common Stock issuable upon the full or any partial conversion of the Note.


 


“Effectiveness
Period” means the period of time that will terminate upon the first date on which all Investor Shares are either covered
by the Registration Statement or may be sold without restriction or have been sold by the Investor, including volume or manner-of-sale
restrictions, pursuant to Rule 144.


 


“Equity
Interests” means and includes capital stock, membership interests and other similar equity securities, and shall also
include warrants or options to purchase capital stock, membership interests or other equity interests.


 


“Event”
means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts.


 


“Event
of Default” has the meaning set forth in Section 7.1.


 


“Exempted
Securities” means (a) shares of Common Stock or rights, warrants or options to purchase Common Stock issued in connection
with any Acquisition, (b) equity securities issued by reason of a dividend, stock split, split-up or other distribution on shares
of Common Stock, (c) shares of Common Stock or rights, warrants or options to purchase Common Stock issued to employees or directors
of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved
by the Board of Directors (“Equity Plans”), or (d) shares of Common Stock actually issued upon the exercise
of options or shares of Common Stock actually issued upon the conversion or exchange of any securities convertible into Common
Stock, in each case provided that such issuance is pursuant to the terms of the applicable option or convertible security.


 


“Funding
Amount” means an amount equal to Four Million Dollars ($4,000,000).


 


“HSR
Act” has the meaning set forth in Section 5.16.


 


“Intercreditor
Agreement” has the meaning set forth in the recitals.


 


“Investor”
has the meaning set forth in the preamble.


 


“Investor
Group” shall mean the Investor plus any other Person with which the Investor is considered to be part of a group under
Section 13 of the 1934 Act or with which the Investor otherwise files reports under Sections 13 and/or 16 of the 1934 Act.


 


“Investor
Party” has the meaning set forth in Section 5.12(a).


 


“Investor
Shares” means the Conversion Shares, the Closing Shares, the Make Whole Shares and any other shares issued or issuable
to the Investor pursuant to this Agreement or the Note.


 




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“IP
Rights” has the meaning set forth in Section 3.10.


 


“Law”
means any law, rule, regulation, order, judgment or decree, including, without limitation, any federal and state securities Laws.


 


“Losses”
has the meaning set forth in Section 5.12(a).


 


“Make
Whole Shares” has the meaning set forth in Section 2.4.


 


“Material
Adverse Effect” means any material adverse effect on (i) the businesses, properties, assets, prospects, operations,
results of operations or financial condition of the Company, or the Company and the Subsidiaries, taken as a whole, or (ii) the
ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder or
under the Note taken as a whole; provided, however, that none of the following shall be deemed either alone or in combination
to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Material
Adverse Effect: (a) any adverse effect resulting from or arising out of general economic conditions; (b) any adverse effect resulting
from or arising out of general conditions in the industries in which the Company and the Subsidiaries operate; (c) any adverse
effect resulting from any changes to applicable Law; or (d) any adverse effect resulting from or arising out of any natural disaster
or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; provided, further,
that any event, occurrence, fact, condition or change referred to in clauses (a) through (d) immediately above shall be taken
into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent
that such event, occurrence, fact, condition or change has a disproportionate effect on the Company and/or the Subsidiaries compared
to other participants in the industries in which the Company and the Subsidiaries operate.


 


“Maximum
Percentage” means 4.99%; provided, that if at any time after the date hereof the Investor Group beneficially
owns in excess of 4.99% of any class of Equity Interests in the Company that is registered under the 1934 Act (excluding any Equity
Interests deemed beneficially owned by virtue of the Note and the Closing Shares), then the Maximum Percentage shall automatically
increase to 9.99% so long as the Investor 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 Investor Group ceasing to own in excess of 4.99% of such class of
Equity Interests).


 


“Money
Laundering Laws” has the meaning set forth in Section 3.26.


 


“New
Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights,
options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible
or exchangeable into or exercisable for such equity securities.


 


“Note”
has the meaning set forth in Section 2.1.


 


“OFAC”
has the meaning set forth in Section 3.24.


 




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“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred
Stock” means, collectively, the Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock.


 


“Preferred
A Stock” has the meaning set forth in Section 3.4(a).


 


“Preferred
B Stock” has the meaning set forth in Section 3.4(a).


 


“Preferred
C Stock” has the meaning set forth in Section 3.4(a).


 


“Prepayment
Rights” shall have the meaning set forth in Section 2.5.


 


“Principal
Amount” has the meaning set forth in Section 2.1.


 


“Proceedings”
has the meaning set forth in Section 3.6.


 


“Prohibited
Transaction” means a transaction with a third party or third parties in which the Company issues or sells (or arranges
or agrees to issue or sell):


 


(a)
any debt, equity or equity-linked securities (including options or warrants) that are convertible into, exchangeable or exercisable
for, or include the right to receive shares of the Company’s Capital Stock:


 


(i)
at a conversion, repayment, exercise or exchange rate or other price that is based on, and/or varies with, the trading
prices of, or quotations for, shares of Common Stock; or


 


(ii)
at a conversion, repayment, exercise or exchange rate or other price that is subject to being reset at some future date
after the initial issuance of such debt, equity or equity-linked security or upon the occurrence of specified or contingent events
(other than warrants that may be repriced by the Company); or


 


(b)
any securities in a capital or debt raising transaction or series of related transactions which grant to an investor the right
to receive additional securities based upon future transactions of the Company on terms more favorable than those granted to such
investor in such first transaction or series of related transactions;


 


and
are deemed to include transactions generally referred to as at-the-market transactions (ATMs) or equity lines of credit and stand-by
equity distribution agreements, and convertible securities and loans having a similar effect. Notwithstanding the foregoing, and
for the avoidance of doubt, rights issuances, shareholder purchase plans, Equity Plans, convertible securities, or issuances of
Equity Interests, based on the trading price of the Common Stock on the Trading Market but each at a fixed price per share, shall
not be deemed to be a Prohibited Transaction.


 


“Prospectus”
means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Investor Shares covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus,
and any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 




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“register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement or document.


 


“Registration
Statement” means any registration statement of the Company filed under the 1933 Act that covers the resale of any of
the Investor Shares pursuant to the provisions of this Agreement, including the Prospectus and amendments and supplements to such
Registration Statement, and including post-effective amendments, all exhibits and all material incorporated by reference in such
Registration Statement.


 


“Reverse
Split” has the meaning set forth in Section 5.21.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“SEC
Documents” has the meaning set forth in Section 3.5(a).


 


“Securities”
means the Note and the Investor Shares.


 


“Securities
Termination Event” means either of the following has occurred:


 


(a)
trading in securities generally in the United States has been suspended or limited for a consecutive period of greater than three
(3) Business Days; or


 


(b)
a banking moratorium has been declared by the United States or the New York State authorities and is continuing for a consecutive
period of greater than three (3) Business Days.


 


“Security
Agreement” has the meaning set forth in the recitals.


 


“Subordinated
Creditors” means collectively, (a) Daren Beamish and Silvia Beamish, as holders of a 6% $656,000 installment note of
the Company dated June 22, 2018 and payable quarterly over three years, and (b) Modern Robotics, Inc., as holder of a 6% $70,000
note dated March 12, 2019 and payable on March 12, 2020.


 


“Subsidiaries”
and “Subsidiary” have the meaning set forth in Section 3.4(b).


 


“Trading
Market” means whichever of the New York Stock Exchange, NYSE: Amex Exchange, or the Nasdaq Stock Market (including the
Nasdaq Capital Market), on which the Common Stock is listed or quoted for trading on the date in question.


 


“Transaction
Documents” means this Agreement, the Note, the Security Agreement and any other documents or agreements executed or
delivered in connection with the transactions contemplated hereunder.


 




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“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).


 


2.
PURCHASE AND SALE OF THE NOTE AND CLOSING
SHARES.


 


2.1
Purchase and Sale of the Note and Closing Shares. Subject to the terms and conditions set forth herein, at the Closing,
the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, (a) a convertible promissory
note, in the form attached hereto as Exhibit C (the “Note”), in the principal amount of Four Million
Four Hundred Thousand Dollars ($4,400,000.00) (the “Principal Amount”) and (b) 71,766 shares of restricted
Common Stock (the “Closing Shares”), in exchange for the Funding Amount. The Investor and the Company agree
that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, the Funding Amount shall be allocable
between the Note and the Closing Shares based on the relative fair market values thereof. Neither the Investor nor the Company
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.


 


2.2
Closing. The closing hereunder, including payment for and delivery of the Note and the Closing Shares, shall take place
remotely via the exchange of documents and signatures, no later than ten (10) Business Days following the execution and delivery
of this Agreement, subject to satisfaction or waiver of the conditions set forth in Section 6, or at such other time and
place as the Company and the Investor agree upon, orally or in writing (the “Closing,” and the date of the
Closing being the “Closing Date”).


 


2.3
Commitment Fee. At the Closing, the Company shall pay to the Investor the Commitment Fee, in United States dollars
and in immediately available funds. The Commitment Fee shall be paid by being offset against the Funding Amount payable by the
Investor at Closing.


 


2.4
Make Whole Shares. If the five-day VWAP as of the close of business on the six-month anniversary of the Closing Date
is less than the 20-day VWAP as of the close of business on the day immediately prior to the Closing Date, the Company shall within
two Business Days issue to the Investor a number of additional shares of Common Stock (the “Make Whole Shares”)
that is equal to the difference of (a) $200,000 divided by the five-day VWAP as of the close of business on the six-month anniversary
of the Closing Date and (b) the aggregate number of Closing Shares issued to the Investor at Closing.


 




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2.5
Prepayment Right. As set forth in the Note, in its sole discretion and upon giving the prior written notice set forth
in the Note, the Company will have the right to pre-pay the entire then outstanding principal amount of the Note and all interest
accrued thereon at any time with no penalty or premium of any kind (“Prepayment Right”); provided, that
in the event that the Company elects to exercise its Prepayment Right, the Investor will have the option to convert up to twenty-five
percent (25%) of the then outstanding principal amount of the Note and all interest accrued thereon, at a price per share equal
to the lesser of the Cash Repayment Price and the Conversion Price (as each such terms is defined in the Note).


 


2.6
Second Rank Obligation. As an inducement for the Investor to enter into this Agreement and to purchase the Note, all
obligations of the Company pursuant to this Agreement and the Note shall be secured by a second priority security interest in
and lien upon all assets of the Company pursuant to the Security Agreement.


 


3.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY. The Company represents and warrants to the Investor
and covenants with the Investor that, except as is set forth in the Disclosure Letter being delivered to the Investor as of the
date hereof and as of the Closing Date, the following representations and warranties are true and correct:


 


3.1
Organization and Qualification. The Company is a corporation duly organized and validly existing in good standing under
the Laws of the State of Nevada and has the requisite corporate power and authority to own its properties and to carry on its
business as now being conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in
which the ownership of its property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.


 


3.2
Authorization; Enforcement; Compliance with Other Instruments. The Company has the requisite corporate power and authority
to execute the Transaction Documents, to issue and sell the Note pursuant hereto, and to perform its obligations under the Transaction
Documents, including issuing the Investor Shares on the terms set forth in this Agreement. The execution and delivery of the Transaction
Documents by the Company and the issuance and sale of the Note and the issuance of the Closing Shares pursuant hereto, including
without limitation the reservation of the Conversion Shares and the Make Whole Shares for future insuance, have been duly and
validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company,
its Board of Directors, its stockholders or any other Person in connection therewith. The Transaction Documents have been duly
and validly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally,
the enforcement of creditors’ rights and remedies.


 




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3.3
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the issuance
and sale of the Note and the issuance of the Closing Shares and, if applicable, the Make Whole Shares hereunder will not (a) conflict
with or result in a violation of the Company’s Articles of Incorporation or Bylaws, (b) conflict with, or constitute a material
default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any
right of termination, amendment, acceleration or cancellation of, any material agreement to which the Company or any of the Subsidiaries
is a party, or (c) subject to the making of the filings referred to in Section 5, and, violate in any material respect
any Law or any rule or regulation of the Nasdaq Stock Market applicable to the Company or any of the Subsidiaries or by which
any of their properties or assets are bound or affected. Assuming the accuracy of the Investor’s representations in Section
4 and subject to the making of the filings referred to in Section 5, (i) no approval or authorization will be required
from any governmental authority or agency, regulatory or self-regulatory agency or other third party (including the Nasdaq Stock
Market) in connection with the issuance of the Note, the Closing Shares and, if applicable, the Make Whole Shares and the other
transactions contemplated by this Agreement (including the issuance of the Conversion Shares upon conversion of the Note) and
(ii) the issuance of the Note, the Closing Shares and, if applicable, the Make Whole Shares, and the issuance of the Conversion
Shares upon the conversion of the Note will be exempt from the registration and qualification requirements under the 1933 Act
and all applicable state securities Laws.


 


3.4
Capitalization and Subsidiaries.


 


(a)
The authorized Capital Stock of the Company consists of: (i) 150,000,000 shares of Common Stock; (ii) 50,000,000 shares of Class
B non-voting Common Stock (the “Class B Common Stock”), (iii) 250,000 shares of voting Series A preferred stock,
par value $0.0001 per share (the “Preferred A Stock”), (iv) 1,200,000 shares of voting Series B preferred stock,
par value $0.0001 per share (the “Preferred B Stock”), (v) 270,000 shares of voting Series C preferred stock,
par value $0.0001 per share (the “Preferred C Stock”), and (vi) 48,280,000 shares to be designated by the Company’s
Board of Directors. As of the close of business on February 1, 2019: (A) 10,176,433 shares of Common Stock were issued and outstanding
(not including shares held in treasury); (B) no shares of Class B Common Stock were issued and outstanding (not including shares
held in treasury); (C) no shares of Common Stock or Class B Common Stock were issued and held by the Company in its treasury;
and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury; and since February 1,
2019 and through the date of this Agreement, no additional shares of Common Stock or Preferred Stock have been issued. As of the
date of this Agreement, (x) an aggregate of 1,730,212 shares of Common stock are issuable upon exercise of options granted under
the Company’s 2014 Stock Incentive Plan of which 957,312 shares were exercisable as of September 30, 2018 and 931,026 additional
shares are reserved for future issuance thereunder; (y) 398,406 shares of Common Stock are issuable to the holders of Series A
Preferred Stock which automatically converted into Common Stock as of November 30, 2018; (z) 1,184,121 shares of Common Stock
are reserved for issuance upon exercise of outstanding warrants with exercise prices ranging from $3.10 to $7.70 per share; and
(aa) 208,036 shares of Common Stock are to be returned by securities counsel to the Company for cancellation. The Closing Shares,
when issued pursuant to Section 2.1 of this Agreement, respectively, will be been validly issued, fully paid non-assessable
and free from all taxes, liens and charges with respect to the issuance thereof. The Company has duly reserved up to 1,276,000
shares of Common Stock for issuance upon conversion of the Note (which assumes Repayment Shares are used to pay all principal
installments and accrued interest under the Note) and has duly reserved up to 200,000 additional shares of Common Stock for issuance
of the Make Whole Shares, if any (assuming a $1.00 per share five-day VWAP as of the closing of business on the six-month anniversary
of the Closing Date. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Make
Whole Shares, if and when issued pursuant to Section 2.4 of this Agreement, will be validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock
are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company.
The Company’s Articles of Incorporation, as amended, and Bylaws on file on the SEC’s EDGAR website are true and correct
copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation
of any provision of its Articles of Incorporation or Bylaws.


 




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(b)
Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively,
the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest
of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that
are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. Except as set
forth on Schedule 3.4(b), no Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which
such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity
Interests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation
and has all requisite power and authority to own its properties and to carry on its business as now being conducted.


 


(c)
Except as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement
pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities
of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security
of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Note or the Investor Shares. Neither the Company nor any Subsidiary has any stock
appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.


 


3.5
SEC Documents; Financial Statements.


 


(a)
As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof
and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein
being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents
complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.


 




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(b)
As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all
material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.
Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm
that is a member a member of the Public Companies Accounting Oversight Board consistently applied, during the periods involved
(except as may be otherwise indicated in such financial statements or the notes thereto, or, in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material
respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations
and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments). No other written information provided by or on behalf of the Company to the Investor in connection with the Investor’s
purchase of the Note or the issuance of the Closing Shares or, if applicable, the Make Whole Shares, which is not included in
the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstance under which they are or were made, not misleading.


 


(c)
The Company and each of the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain asset accountability, (iii) reasonable controls to safeguard assets are in place and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


3.6
Litigation and Regulatory Proceedings. Except as disclosed in SEC Documents, there are no material actions, causes
of action, suits, claims, proceedings, inquiries or investigations (collectively, “Proceedings”) before or
by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive
officers of Company or any of the Subsidiaries, threatened against or affecting the Company or any of the Subsidiaries, the Common
Stock or any other class of issued and outstanding shares of the Company’s Capital Stock, or any of the Company’s
or the Subsidiaries’ officers or directors in their capacities as such and, to the knowledge of the executive officers of
the Company, there is no reason to believe that there is any basis for any such Proceeding.


 


3.7
No Undisclosed Events, Liabilities or Developments. No event, development or circumstance has occurred or exists, or
to the knowledge of the executive officers of the Company is reasonably anticipated to occur or exist that (a) would reasonably
be anticipated to have a Material Adverse Effect or (b) would be required to be disclosed by the Company under applicable securities
Laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which
has not been publicly announced.


 




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3.8
Compliance with Law. The Company and each of the Subsidiaries have conducted and are conducting their respective businesses
in compliance in all material respects with all applicable Laws and are in compliance in all material respects with the rules
and regulations of the Nasdaq Stock Market. Except as set forth on Schedule 3.8, the Company is not aware of any facts
which could reasonably be anticipated to lead to a delisting of the Common Stock by the Nasdaq Stock Market in the future.


 


3.9
Employee Relations. Neither the Company nor any Subsidiary is involved in any union labor dispute nor, to the knowledge
of the Company, is any such dispute threatened. Neither the Company nor any Subsidiary is a party to any collective bargaining
agreement. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends
to leave the Company’s employ or otherwise terminate such officer’s employment with the Company.


 


3.10
Intellectual Property Rights. The Company and each Subsidiary owns or possesses adequate rights or licenses to use
all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (collectively, “IP
Rights”) necessary to conduct their respective businesses as now conducted. None of the material IP Rights of the Company
or any of the Subsidiaries are expected to expire or terminate within three (3) years from the date of this Agreement. Neither
the Company nor any Subsidiary is infringing, misappropriating or otherwise violating any IP Rights of any other Person. No claim
has been asserted, and no Proceeding is pending, against the Company or any Subsidiary alleging that the Company or any Subsidiary
is infringing, misappropriating or otherwise violating the IP Rights of any other Person, and, to the Company’s knowledge,
no such claim or Proceeding is threatened, and the Company is not aware of any facts or circumstances which might give rise to
any such claim or Proceeding. The Company and the Subsidiaries have taken commercially reasonable security measures to protect
the secrecy, confidentiality and value of all of their material IP Rights.


 


3.11
Environmental Laws. Except, in each case, as would not be reasonably anticipated to have a Material Adverse Effect,
the Company and the Subsidiaries (a) are in compliance with any and all applicable Laws relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants, (b) have received and hold
all permits, licenses or other approvals required of them under all such Laws to conduct their respective businesses and (c) are
in compliance with all terms and conditions of any such permit, license or approval.


 


3.12
Title to Assets. The Company and the Subsidiaries have good and marketable title to all personal property owned by
them which is material to their respective businesses, in each case free and clear of all liens, encumbrances and defects except
those set forth on Schedule 3.12. Any real property and facilities held under lease by the Company or any Subsidiary are
held under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use
made and proposed to be made of such property and buildings by the Company and the Subsidiaries.


 




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3.13
Insurance. The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary
in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor any of the Subsidiaries has been
refused any insurance coverage sought or applied for, and the Company has no reason to believe that it will not be able to renew
all existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers.


 


3.14
Regulatory Permits. The Company and the Subsidiaries have in full force and effect all certificates, approvals, authorizations
and permits from all regulatory authorities and agencies necessary to own, lease or operate their respective properties and assets
and conduct their respective businesses, and neither the Company nor any Subsidiary has received any notice of Proceedings relating
to the revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals,
authorizations or permits with respect to which the failure to hold would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.


 


3.15
No Materially Adverse Contracts, Etc. Except as set forth on Schedule 3.15, neither the Company nor any of the Subsidiaries
is (a) subject to any charter, corporate or other legal restriction, or any judgment, decree or order which in the judgment of
the Company’s officers has or is expected in the future to have a Material Adverse Effect or (b) a party to any contract
or agreement which in the judgment of the Company’s management has or would reasonably be anticipated to have a Material
Adverse Effect.


 


3.16
Taxes. The Company and the Subsidiaries each has made or filed, or caused to be made or filed, all United States federal,
and applicable state, local and non-U.S. tax returns, reports and declarations required by any jurisdiction to which it is subject
and has paid all taxes and other governmental assessments and charges that are material in amount, required to be paid by it,
regardless of whether such amounts are shown or determined to be due on such returns, reports and declarations, except those being
contested in good faith by appropriate proceedings and for which it has set aside on its books provision reasonably adequate for
the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are
no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and, the knowledge of the
Company, there is no basis for any such claim.


 


3.17
Solvency. After giving effect to the receipt by the Company of the proceeds from the transactions contemplated by this
Agreement (a) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or
in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature;
and (b) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of
its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect
of its debt when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such
debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company
has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under
the bankruptcy or reorganization laws of any jurisdiction.


 




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3.18
Investment Company. The Company is not, and is not an Affiliate of, an “investment company” within the
meaning of the Investment Company Act of 1940, as amended.


 


3.19
Certain Transactions. Other than as disclosed in the SEC Documents, there are no contracts, transactions, arrangements
or understandings between the Company or any of its Subsidiaries, on the one hand, and any director, officer or employee of thereof
on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the
Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.


 


3.20
No General Solicitation. Neither the Company, nor any of its Affiliates, nor any person acting on its behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Note pursuant to this Agreement.


 


3.21
Acknowledgment Regarding the Investor’s Purchase of the Note and the Issuance of the Closing Shares. The Company’s
Board of Directors has approved the execution of the Transaction Documents and the issuance and sale of the Note and the issuance
of the Closing Shares and, if applicable, the Make Whole Shares, based on its own independent evaluation and determination that
the terms of the Transaction Documents are reasonable and fair to the Company and in the best interests of the Company and its
stockholders. The Company is entering into this Agreement and the Security Agreement and is issuing and selling the Note and the
issuance of the Closing Shares and, if applicable, the Make Whole Shares voluntarily and without economic duress. The Company
has had independent legal counsel of its own choosing review the Transaction Documents and advise the Company with respect thereto.
The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with
respect to the Note and the issuance of the Closing Shares and the transactions contemplated hereby and that neither the Investor
nor any person affiliated with the Investor is acting as a financial advisor to, or a fiduciary of, the Company (or in any similar
capacity) with respect to execution of the Transaction Documents or the issuance of the Note, the Closing Shares and, if applicable,
the Make Whole Shares or any other transaction contemplated hereby.


 


3.22
Shareholder Approval. The Nasdaq Stock Market rules and regulations do not require the Company’s shareholders
to approve the issuance of the Note or the Investor Shares pursuant to the terms and conditions of this Agreement.


 


3.23
No Brokers’, Finders’ or Other Advisory Fees or Commissions. No brokers, finders or other similar advisory
fees or commissions will be payable by the Company or any Subsidiary or by any of their respective agents with respect to the
issuance of the Note or any of the other transactions contemplated by this Agreement.


 


3.24
OFAC. None of the Company nor any of the Subsidiaries nor, to the best knowledge of the Company, any director, officer,
agent, employee, affiliate or person acting on behalf of the Company and/or any Subsidiary has been or is currently subject to
any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury
(“OFAC”); and the Company will not directly or indirectly use any proceeds received from the Investor, or lend,
contribute or otherwise make available such proceeds to its Subsidiaries or to any affiliated entity, joint venture partner or
other person or entity, to finance any investments in, or make any payments to, any country or person currently subject to any
of the sanctions of the United States administered by OFAC.


 




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3.25
No Foreign Corrupt Practices. None of the Company or any of the Subsidiaries has, directly or indirectly: (a) made
or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental authority
of any jurisdiction except as otherwise permitted under applicable Law; or (b) made any contribution to any candidate for public
office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited
under the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder or under any other legislation of
any relevant jurisdiction covering a similar subject matter applicable to the Company or its Subsidiaries and their respective
operations and the Company has instituted and maintained policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance with such legislation.


 


3.26
Anti-Money Laundering. The operations of each of the Company and the Subsidiaries are and have been conducted at all
times in compliance with all applicable anti-money laundering laws, regulations, rules and guidelines in its jurisdiction of incorporation
and in each other jurisdiction in which such entity, as the case may be, conducts business (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental authority involving the Company
or its Subsidiaries with respect to any of the Money Laundering Laws is, to the best knowledge of the Company, pending, threatened
or contemplated.


 


3.27
Disclosure. The Company confirms that neither it, nor to its knowledge, any other Person acting on its behalf has provided
the Investor or its agents or counsel with any information that the Company believes constitutes material, non-public information.
The Company understands and confirms that the Investor will rely on the foregoing representations and covenants in effecting transactions
in securities of the Company. All disclosure provided to the Investor regarding the Company, its business and the transactions
contemplated hereby, furnished by or on behalf of the Company (including the Company’s representations and warranties set
forth in this Agreement) are true and correct in all material respects and do not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading.


 


3.28
No Other Representations. Except for the representations and warranties set forth in this Agreement and in other Transaction
Documents, the Company makes no other representations or warranties to the Investor and makes no predictions or forecasts of future
revenues or earnings.


 


4.
REPRESENTATIONS AND WARRANTIES OF THE
INVESTOR. The Investor represents and warrants to the Company
as follows:


 


4.1
Organization and Qualification. The Investor is a limited partnership, duly organized and validly existing in good
standing under the laws of the State of Delaware.


 




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4.2
Authorization; Enforcement; Compliance with Other Instruments. The Investor has the requisite power and authority to
enter into this Agreement and the Security Agreement and to perform its obligations under the Transaction Documents. The execution
and delivery by the Investor of the Transaction Documents to which it is a party have been duly and validly authorized by the
Investor’s governing body and no further consent or authorization is required. The Transaction Documents to which it is
a party have been duly and validly executed and delivered by the Investor and constitute valid and binding obligations of the
Investor, enforceable against the Investor in accordance with their terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally, the enforcement of creditors’ rights and remedies.


 


4.3
No Conflicts. The execution, delivery and performance of the Transaction Documents to which it is a party by the Investor
and the purchase of the Note by the Investor and the issuance of the Closing Shares and, if applicable, the Make Whole Shares
to the Investor will not (a) conflict with or result in a violation of the Investor’s organizational documents, (b) conflict
with, or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract,
indenture mortgage, indebtedness or instrument to which the Investor is a party, or (c) violate any Law applicable to the Investor
or by which any of the Investor’s properties or assets are bound or affected. No approval or authorization will be required
from any governmental authority or agency, regulatory or self-regulatory agency or other third party in connection with the purchase
of the Note and the Closing Shares and the other transactions contemplated by this Agreement.


 


4.4
Investment Intent; Accredited Investor. The Investor is purchasing the Note and the Closing Shares for its own account,
for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such
term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience,
such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type
that it is capable of (a) evaluating the merits and risks of an investment in the Note and the Investor Shares and making an informed
investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period
of time.


 


4.5
Opportunity to Discuss. The Investor has received all materials relating to the business, finance and operations of
the Company and the Subsidiaries as it has requested and has had an opportunity to discuss the business, management and financial
affairs of the Company and the Subsidiaries with the Company’s management. In making its investment decision, the Investor
has relied solely on its own due diligence performed on the Company by its own representatives.


 


4.6
No Other Representations. Except for the representations and warranties set forth in this Agreement and in other Transaction
Documents, the Investor makes no other representations or warranties to the Company.


 




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5.
OTHER AGREEMENTS OF THE PARTIES.


 


5.1
Legends, etc.


 


(a)
Securities may only be disposed of pursuant to an effective registration statement under the 1933 Act, to the Company or pursuant
to an available exemption from or in a transaction not subject to the registration requirements of the 1933 Act, and in compliance
with any applicable state securities laws. In connection with any transfer of the Securities other than pursuant to an effective
registration statement, to the Company, to an Affiliate of the Investor or in connection with a pledge as contemplated in Section
5.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor,
the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of such transferred Securities under the 1933 Act.


 


(b)
Certificates evidencing the Securities will contain the following legend, so long as is required by this Section 5.1(b)
or Section 5.1(c):


 


[NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT
BEEN REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
BE REASONABLY ACCEPTABLE TO THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] [THESE
SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 


The
Company acknowledges and agrees that the Investor may from time to time pledge, and/or grant a security interest in some or all
of the Note or the Investor Shares, in accordance with applicable securities laws, pursuant to a bona fide margin agreement in
connection with a bona fide margin account and, if required under the terms of such agreement or account, the Investor may transfer
pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or
consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection
with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor
transferee of the pledge. No notice shall be required of such pledge. At the Investor’s expense, the Company will execute
and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with
a pledge or transfer of the Securities including the preparation and filing of any required prospectus supplement under Rule 424(b)(3)
of the 1933 Act or other applicable provision of the 1933 Act to appropriately amend the list of selling stockholders thereunder.


 




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(c)
Certificates evidencing the Investor Shares shall not contain any legend (including the legend set forth in Section 5.1(b)):
(i) while a Registration Statement is effective under the 1933 Act, or (ii) following any sale of such Investor Shares pursuant
to Rule 144, or (iii) while such Investor Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required
under applicable requirements of the 1933 Act (including judicial interpretations and pronouncements issued by the Staff of the
SEC). The Company shall cause its counsel to issue any legal opinion or instruction required by the Company’s transfer agent
to comply with the requirements set forth in this Section. Following the Closing Date or at such earlier time as a legend is no
longer required for the Investor Shares under this Section 5.1(c), the Company will, no later than three (3) Business Days
following the delivery by the Investor to the Company or the Company’s transfer agent of a certificate representing Investor
Shares containing a restrictive legend, deliver or cause to be delivered to the Investor a certificate representing such Investor
Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions
to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section except as it may reasonably
determine are necessary or appropriate to comply or to ensure compliance with those applicable laws that are enacted or modified
after the Closing.


 


5.2
Furnishing of Information. As long as the Investor owns the Securities, the Company covenants to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to the 1934 Act. As long as the Investor owns Securities, if the Company is not required to file reports
pursuant to such laws, it will prepare and furnish to the Investor and make publicly available in accordance with Rule 144(c)
such information as is required for the Investor to sell the Investor Shares under Rule 144. The Company further covenants that
it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time
to enable such Person to sell such Investor Shares without registration under the 1933 Act within the limitation of the exemptions
provided by Rule 144 or other applicable exemptions.


 


5.3
Integration. The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall,
sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the
1933 Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under
the 1933 Act of the sale of the Securities to the Investor, or that will be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any Trading Market that would require, under the rules of the Trading Market, stockholder
approval.


 




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5.4
Notification of Certain Events. The Company shall give prompt written notice to the Investor of (a) the occurrence
or non-occurrence of any Event, the occurrence or non-occurrence of which would render any representation or warranty of the Company
contained in this Agreement or any other Transaction Document, if made on or immediately following the date of such Event, untrue
or inaccurate in any material respect, (b) the occurrence of any Event that, individually or in combination with any other Events,
has had or could reasonably be expected to have a Material Adverse Effect, (c) any failure of the Company to comply with or satisfy
any covenant or agreement to be complied with or satisfied by it hereunder or any Event that would otherwise result in the nonfulfillment
of any of the conditions to the Investor’s obligations hereunder, (d) any notice or other communication from any Person
alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated
by this Agreement or any other Transaction Document, or (e) any Proceeding pending or, to the Company’s knowledge, threatened
against a party relating to the transactions contemplated by this Agreement or any other Transaction Document.


 


5.5
Available Stock. The Company shall at all times keep authorized and reserved and available for issuance, free of preemptive
rights, such number of shares of Common Stock as are issuable upon conversion of the Note at any time and such number of shares
of Common Stock as the Company could foreseeable be required to issue as Make Whole Shares. If the Company determines at any time
that it does not have a sufficient number of authorized shares of Common Stock to reserve and keep available for issuance as described
in this Section 5.5, the Company shall use all commercially reasonable efforts to increase the number of authorized shares
of Common Stock by seeking stockholder approval for the authorization of such additional shares.


 


5.6
Use of Proceeds. The Company will use the proceeds from the sale of the Note and the Closing Shares for general corporate
and working capital purposes.


 


5.7
Repayment of Note. If the Company incurs any debt, including the issuance of any subordinated debt or convertible debt
(other than the Note) or any preferred stock, unless otherwise agreed in writing by the Investor or unless such debt is issued
to a seller as partial consideration paid to such seller in connection with an Acquisition, the Company will immediately utilize
the proceeds of such issuance to repay the Note, if outstanding, unless waived by the Investor; provided, however, that this Section
5.7 shall not apply to the transactions identified on Schedule 5.7 hereto; provided, that the party providing
such debt enters into an intercreditor agreement with the Company and the Investor on terms reasonably satisfactory to the Investor.


 


5.8
Intercreditor Agreement. In the event that the Company or any Subsidiary incurs debt or issues convertible debt securities
to a seller as partial consideration paid to such seller in connection with an Acquisition, unless otherwise waived in writing
by the Investor, as a condition to consummation of such Acquisition, the holder of such debt or convertible debt securities shall
enter into an intercreditor agreement with the Company and the Investor on terms reasonably satisfactory to the Investor.


 


5.9
Prohibited Transactions. The Company hereby covenants and agrees not to enter into any Prohibited Transactions until
the earlier of (a) thirty (30) days after such time as the Note has been repaid in full and/or has been converted into Conversion
Shares and (b) the date on which the Investor ceases to hold any shares of Common Stock or have the right to acquire any shares
of Common Stock.


 


5.10
Prohibition on Purchase Order Financing and Sale of Future Receipts. The Company hereby covenants and agrees not to
(a) utilize its purchase order financing option pursuant to that certain Account Sale and Purchase Agreement, dated as of May
5, 2017, between the Company and Sallyport Commercial Finance LLC, or any similar facility entered into by the Company or (b)
make any sales of future receipts to Radium 2 Capital Inc. or any other affiliate of C6 Capital, in each case subsequent to the
date hereof, without the prior written consent of the Investor.


 




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5.11
Securities Laws Disclosure; Publicity. The Company shall issue a press release acceptable in form and substance to
the Investor disclosing the consummation of the transactions contemplated hereby and file a Current Report on Form 8-K disclosing
the consummation of the transactions contemplated hereby. In addition, the Company will make such other filings and notices in
the manner and time required by the SEC and the Trading Market on which the Common Stock is listed. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC
(other than a registration statement and any exhibits to filings made in respect of this transaction in accordance with periodic
filing requirements under the 1934 Act) or any regulatory agency or Trading Market, without the prior written consent of the Investor,
except to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide
the Investor with prior notice of such disclosure.


 


5.12
Indemnification of the Investor.


 


(a)
The Company will indemnify and hold the Investor, its Affiliates and their respective directors, officers, managers, shareholders,
members, partners, employees and agents and permitted successors and assigns (each, an “Investor Party”) harmless
from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation and defense (collectively,
“Losses”) that any such Investor Party may suffer or incur as a result of or relating to:


 


(i)
any breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document;


 


(ii)
any misrepresentation made by the Company in any Transaction Document or in any SEC Document;


 


(iii)
any omission to state any material fact necessary in order to make the statements made in any SEC Document, in light of the circumstances
under which they were made, not misleading;


 


(iv)
any Proceeding before or by any court, public board, government agency, self-regulatory organization or body based upon, or resulting
from the execution, delivery, performance or enforcement of any of the Transaction Documents or the consummation of the transactions
contemplated thereby, and whether or not the Investor is party thereto by claim, counterclaim, crossclaim, as a defendant or otherwise,
or if such Proceeding is based upon, or results from, any of the items set forth in clauses (i) through (iii) above.


 


(b)
In addition to the indemnity contained herein, the Company will reimburse each Investor Party for its reasonable legal and other
expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith,
as such expenses are incurred.


 







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(c)
The provisions of this Section 5.12 shall survive the termination or expiration of this Agreement.


 



5.13
Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf
will provide the Investor or its agents or counsel with any information that the Company believes constitutes material non-public
information, unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of
such information (including agreement not to trade Company securities while in possession of such information). The Company understands
and confirms that the Investor shall be relying on the foregoing representations in effecting transactions in securities of the
Company.


 


5.14
Stockholder Approval. The Company shall not be required to issue any Investor Shares if such issuance would cause the
Company to be required to obtain the approval of the stockholders of the Company either pursuant to the rules and regulations
of the Trading Market or otherwise; provided, that the Company shall at the request of the Investor promptly call a meeting
of the stockholders of the Company for the purpose of obtaining such approval.


 


5.15
Listing of Securities. The Company shall: (a) in the time and manner required by each Trading Market on which the Common
Stock is listed, prepare and file with such Trading Market an additional shares listing application covering the Investor Shares,
(b) take all steps necessary to cause such shares to be approved for listing on each Trading Market on which the Common Stock
is listed as soon as possible thereafter, (c) provide to the Investor evidence of such listing, and (d) maintain the listing of
such shares on each such Trading Market.


 


5.16
Antitrust Notification. If the Investor determines, in the exercise of its reasonable business judgment and upon the
advice of counsel, that the issuance of the Note or the Investor Shares pursuant to the terms hereof would be subject to the provisions
of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Company shall
file as soon as practicable after the date on which the Company receives notice from the Investor of the applicability of the
HSR Act and a request to so file with the United States Federal Trade Commission and the United States Department of Justice the
notification and report form required to be filed by it pursuant to the HSR Act in connection with such issuance.


 


5.17
Change of Prime Broker, Custodian. The Investor has informed the Company of the names of its prime broker and its share
custodian. The Investor shall notify the Company of any change in its prime broker or share custodian within three (3) Business
Days of such change having taken effect.


 


5.18
Share Transfer Agent. The Company has informed the Investor of the name of its share transfer agent and represents
and warrants that the transfer agent participates in the Depository Trust Company Fast Automated Securities Transfer program.
The Company shall not change its share transfer agent without the prior written consent of the Investor.


 




    	 	21	 



    	 



    

 


5.19
Tax Treatment. The Investor and the Company agree that for U.S. federal income tax purposes, and applicable state,
local and non-U.S. income tax purposes, the Note is not intended to be, and shall not be, treated as indebtedness. Neither the
Investor nor the Company 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 Code, or any analogous provision of applicable state, local or non-U.S. law.


 


5.20
Set-Off.


 


(a)
The Investor may set off any of its obligations to the Company (whether or not due for payment), against any of the Company’s
obligations to the Investor (whether or not due for payment) under this Agreement and/or any other Transaction Document.


 


(b)
The Investor may do anything necessary to effect any set-off undertaken in accordance with this Section 5.20 (including
varying the date for payment of any amount payable by the Investor to the Company).


 


5.21
Reverse Stock Split. If at any time the last closing trade price for the Common Stock on the Trading Market as reported
by the Trading Market is less than $1.00, the Company shall promptly call a meeting of the stockholders of the Company for purposes
of approving a reverse stock split of the shares of Common Stock such that the trade price of the Common Stock will be at least
$2.00 (a “Reverse Split”) and, subject to receipt of stockholder approval, shall use its best efforts to promptly
effect a Reverse Split.


 


6.
CLOSING CONDITIONS


 


6.1
Conditions Precedent to the Obligations of the Investor. The obligation of the Investor to fund the Note and acquire
the Closing Shares at the Closing is subject to the satisfaction or waiver by the Investor, at or before such Closing, of each
of the following conditions:


 


(a)
Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct
in all material respects as of the date when made and as of such Closing as though made on and as of such date;


 


(b)
Performance. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to such Closing;


 


(c)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any
of the transactions contemplated by the Transaction Documents;


 


(d)
No Suspensions of Trading in Common Stock; Listing. Trading in the Common Stock shall not have been suspended by the SEC
or any Trading Market (except for any suspensions of trading of not more than one day on which the Trading Market is open solely
to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement,
and the Common Stock shall have been at all times since such date listed for trading on a Trading Market; and


 






    	 	22	 



    	 



    

 


(e)
Limitation on Beneficial Ownership. The issuance of the Note, the Closing Shares and, if applicable, the Make Whole Shares
shall not cause the Investor Group 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 of the Equity Interests of such class that are outstanding
at such time.


 


6.2
Conditions Precedent to the Obligations of the Company. The obligation of the Company to issue the Note and other Securities
at the Closing is subject to the satisfaction or waiver by the Company, at or before such Closing, of each of the following conditions:


 


(a)
Representations and Warranties. The representations and warranties of the Investor contained herein shall be true and correct
in all material respects as of the date when made and as of such Closing Date as though made on and as of such date;


 


(b)
Performance. The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Investor at or prior to
the Closing; and


 


(c)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any
of the transactions contemplated by the Transaction Documents.


 


7.
EVENTS OF DEFAULT


 


7.1
Events of Default. The occurrence of any of the following events shall be an “Event of Default”
under this Agreement:


 


(a)
an Event of Default under the Note;


 


(b)
any of the representations or warranties made by the Company or any of its agents, officers, directors, employees or representatives
in any Transaction Document or public filing being inaccurate, false or misleading in any material respect, as of the date as
of which it is made or deemed to be made, or any certificate or financial or other written statements furnished by or on behalf
of the Company to the Investor or any of its representatives, is inaccurate, false or misleading, in any material respect, as
of the date as of which it is made or deemed to be made, or on any Closing Date; or


 


(c)
a failure by the Company to comply with any of its covenants or agreements set forth in this Agreement.


 




    	 	23	 



    	 



    

 


7.2
Investor Right to Investigate and Event of Default. If in the Investor’s reasonable opinion, an Event of Default
has occurred, or is or may be continuing:


 


(a)
the Investor may notify the Company that is wishes to investigate such purported Event of Default;


 


(b)
the Company shall cooperate with the Investor in such investigation;


 


(c)
the Company shall comply with all reasonable requests made by the Investor to the Company in connection with any investigation
by the Investor and shall (i) provide all information requested by the Investor in relation to the Event of Default to the Investor;
provided that the Investor agrees that any materially price sensitive information and/or non-public information will be subject
to confidentiality, and (ii) provide all such requested information within three (3) Business Days of such request; and


 


(d)
the Company shall pay all reasonable costs incurred by the Investor in connection with any such investigation.


 


7.3
Remedies Upon an Event of Default


 


(a)
If an Event of Default occurs pursuant to Section 7.1(a), the Investor shall have such remedies as is set forth in the
Note.


 


(b)
If an Event of Default occurs pursuant to Section 7.1(b) or Section 7.1(c) and is not 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)
or Section 3.2 of the 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)
of the Note, the Investor may declare, by notice to the Company, effective immediately, all outstanding obligations by the Company
under the Transaction Documents to be immediately due and payable in immediately available funds and the Investor shall have no
obligation to consummate any Closing under this Agreement or to accept the conversion of any Note into Conversion Shares.


 


(c)
If any Event of Default occurs and is not 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) or Section 3.2 of the 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) of the Note, the Investor may, by written notice to the Company, terminate
this Agreement effective as of the date set forth in the Investor’s notice.


 




    	 	24	 



    	 



    

 


8.
TERMINATION


 


8.1
Events of Termination. This Agreement:


 


(a)
may be terminated:


 


(i)
by the Investor on the occurrence or existence of a Securities Termination Event or a Change of Control;


 


(ii)
by the mutual written consent of the Company and the Investor, at any time;


 


(iii)
by either Party, by written notice to the other Party, effective immediately, if the Closing has not occurred within fifteen (15)
Business Days of the date of this Agreement or such later date as the Company and the Investor agree in writing, provided that
the right to terminate this Agreement under this Section 8.1(a)(iii) is not available to any party that is in material
breach of or material default under this Agreement or whose failure to fulfill any obligation under this Agreement has been the
principal cause of, or has resulted in the failure of the Closing to occur; or


 


(iv)
by the Investor, in accordance with Section 7.3(c).


 


8.2
Automatic Termination. This Agreement will automatically terminate, without further action by the parties, at the time
after the Closing that the Principal Amount outstanding under the Note and any accrued but unpaid interest is reduced to zero
(0), whether as a result of Conversion or repayment by the Company in accordance with the terms of this Agreement and the Note.


 


8.3
Effect of Termination.


 


(a)
Subject to Section 8.3(b), each party’s right of termination under Section 8.1 is in addition to any other
rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies.


 


(b)
If the Investor terminates this Agreement under Section 8.1(a)(i):


 


(i)
the Investor may declare, by notice to the Company, all outstanding obligations by the Company under the Transaction Documents
to be due and payable (including, without limitation, the immediate repayment of any Principal Amount outstanding under the Note
plus accrued but unpaid interest) without presentment, demand, protest or any other notice of any kind, all of which are expressly
waived by the Company, anything to the contrary contained in this Agreement or in any other Transaction Document notwithstanding;
and


 


(ii)
the Company must within five (5) Business Days of such notice being received, pay to the Investor in immediately available funds
the outstanding Principal Amount for the Note plus all accrued interest thereon (if any), unless the Investor terminates this
Agreement as a result of an Event of Default and provided that (A) subsequent to the termination under Section 8.1(a)(i),
the Investor is not prohibited by Law or otherwise from exercising its conversion rights pursuant to this Agreement or the Note,
(B) the Investor actually exercises its conversion rights under this Agreement or the Note, and (C) the Company otherwise complies
in all respects with its obligation to issue Conversion Shares in accordance with the Note (which obligation will survive termination).


 




    	 	25	 



    	 



    

 


(c)
Upon termination of this Agreement, the Investor will not be required to fund any further amount after the date of termination
of the Agreement, provided that termination will not affect any undischarged obligation under this Agreement, and any obligation
of the Company to pay or repay any amounts owing to the Investor hereunder and which have not been repaid at the time of termination.


 


(d)
Nothing in this Agreement will be deemed to release any party from any liability for any breach by such party of the terms and
provisions of this Agreement or to impair the right of any party to compel specific performance by any other Party of its obligations
under this Agreement.


 


(e)
Notwithstanding anything herein to the contrary, the Company’s covenant under Section 5.8 of this Agreement shall
survive the termination of this Agreement in accordance with its terms.


 


9.
REGISTRATION RIGHTS


 


9.1
Registration.


 


(a)
Piggyback Registration Rights. If the Company within the first six (6) months of the Closing Date determines to file a
registration statement under the 1933 Act to register the offer and sale, by the Company, of Common Stock (other than (x) on Form
S-3 for an at the market “baby” shelf offering, (y) on Form S-4 or Form S-8 under the 1933 Act or any successor forms
thereto or (z) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant
to any employee stock plan or other employee benefit plan arrangement), the Company shall, as soon as reasonably practicable,
give written notice to the Investor of its intention to so register the offer and sale of Common Stock and, upon the written request,
given within five (5) Business Days after delivery of any such notice by the Company, of the Investor to include in such registration
the Investor Shares (which request shall specify the number of Investor Shares proposed to be included in such registration),
the Company shall cause all such Investor Shares to be included in such registration statement on the same terms and conditions
as the Common Stock otherwise being sold pursuant to such registered offering.


 


(b)
Expenses. Except as otherwise expressly provided herein, the Company will pay all fees and expenses incident to the performance
of or compliance with this Section 9, including all fees and expenses associated with effecting the registration of the
Investor Shares, including all filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated
with clearing the Investor Shares for sale under applicable state securities laws, listing fees, fees and expenses of one counsel
to the Investor and the Investor’s reasonable expenses in connection with the registration, but excluding discounts, commissions,
fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Investor
Shares being sold.


 




    	 	26	 



    	 



    

 


9.2
Company Obligations. The Company will use its commercially reasonable efforts to effect the registration of the Investor
Shares in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)
use its commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and,
(ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment and notify the Company of
the issuance of any such order and the resolution thereof, or its receipt of notice of the initiation or threat of any proceeding
for such purpose;


 


(b)
prior to any public offering of Investor Shares, use its best commercial efforts to register or qualify or cooperate with the
Investor and its counsel in connection with the registration or qualification of such Investor Shares for offer and sale under
the securities or blue sky laws of such jurisdictions requested by the Investor and do any and all other commercially reasonable
acts or things necessary or advisable to enable the distribution in such jurisdictions of the Investor covered by the Registration
Statement and the Company shall promptly notify the Investor of any notification with respect to the suspension of the registration
or qualification of any of such Investor Shares for sale under the securities or blue sky laws of such jurisdictions or its receipt
of notice of the initiation or threat of any proceeding for such purpose;


 


(c)
immediately notify the Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening
of any event as a result of which, the Registration Statement or Prospectus includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in
the case of the Prospectus, in light of the circumstances in which they were made), and promptly prepare, file with the SEC and
furnish to such holder a supplement to or an amendment of such Registration Statement or Prospectus as may be necessary so that
such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading (in the case of such Prospectus,
in light of the circumstances in which they were made);


 


(d)
otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933
Act and the 1934 Act;


 


(e)
hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure
of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to complete the Registration Statement or to avoid or correct a misstatement or omission in the Registration Statement, (iii)
the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental
body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure
in violation of this Agreement or any other agreement, and upon learning that disclosure of such information concerning the Investor
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to
the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of,
or to obtain a protective order for, such information; and


 






    	 	27	 



    	 



    

 


(f)
take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of all Investor Shares pursuant
to the Registration Statement.


 


9.3
Indemnification.


 


(a)
Indemnification by the Company. The Company will indemnify and hold harmless the Investor Parties, from and against any
Losses to which they may become subject under the 1933 Act or otherwise, arising out of, relating to or based upon: (i) any untrue
statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary Prospectus,
final Prospectus or other document, including any Blue Sky Application (as defined below), or any amendment or supplement thereof
or any omission or alleged omission of a material fact required to be stated therein or, in the case of the Registration Statement,
necessary to make the statements therein not misleading or, in the case of any preliminary Prospectus, final Prospectus or other
document, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (ii)
any blue sky application or other document executed by the Company specifically for that purpose or based upon written information
furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Investor Shares under
the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”);
(iii) any violation or alleged violation by the Company or its agents of the 1933 Act, the 1934 Act or any similar federal or
state law or any rule or regulation promulgated thereunder applicable to the Company or its agents and relating to any action
or inaction required of the Company in connection with the registration or the offer or sale of the Investor Shares pursuant to
any Registration Statement; or (iv) any failure to register or qualify the Investor Shares included in any such Registration Statement
in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake
such registration or qualification on the Investor’s behalf and will reimburse the Investor Indemnified Parties for any
legal or other expenses reasonably incurred by them in connection with investigating, preparing or defending any such Losses;
provided, however, that the Company will not be liable in any such case if and to the extent, but only to the extent,
that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission
so made in conformity with information furnished by the Investor or any such controlling Person in writing specifically for use
in such Registration Statement or Prospectus.


 


(b)
Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt notice to
the indemnifying party of any claim, action, suit or proceeding with respect to which it seeks indemnification following such
Person’s receipt of, or such Person otherwise become aware of, the commencement of such claim, action, suit or proceeding
and (ii) permit such indemnifying party to assume the defense of such claim, action, suit or proceeding with counsel reasonably
satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder
shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of
such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed to pay such fees or expenses,
(B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to
such Person or (C) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest
exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying
party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further,
that the failure or delay of any indemnified party to give notice as provided herein shall not relieve the indemnifying party
of its obligations hereunder, except to the extent that such failure or delay to give notice shall materially adversely affect
the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not,
in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys
at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent
to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.


 




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(c)
Contribution. If for any reason the indemnification provided for in the preceding paragraph (a) is unavailable to an indemnified
party or insufficient to hold it harmless, other than as expressly specified therein, the indemnifying party shall contribute
to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect
the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations.
No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution
from any Person not guilty of such fraudulent misrepresentation. The indemnity and contribution agreements contained in this Section
are in addition to any other rights or remedies that any indemnified party may have under applicable law, by separate agreement
or otherwise.


 


10.
RIGHTS TO FUTURE STOCK ISSUANCES. Subject
to the terms and conditions of this Section 10 and applicable securities laws, if at any time prior to the second anniversary
of the Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investor the opportunity
to purchase up to ten percent (10%) of such New Securities. The Investor shall be entitled to apportion the right of first offer
hereby granted to it in such proportions as it deems appropriate among itself and its Affiliates.


 


10.1
The Company shall give notice (the “Offer Notice”) to the Investor, stating (a) its bona fide intention
to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which
it proposes to offer such New Securities.


 


10.2
By notification to the Company within ten (10) days after the Offer Notice is given, the Investor may elect to purchase or
otherwise acquire, at the price and on the terms specified in the Offer Notice, up to ten percent (10%) of such New Securities.
The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the
Offer Notice is given and the date of initial sale of New Securities pursuant to Section 10.3.


 


10.3
The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2,
offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms
no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for
the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution
thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first
reoffered to the Investors in accordance with this Section 10.


 




    	 	29	 



    	 



    

 


10.4
The right of first offer in this Section 10 shall not be applicable to Exempted Securities, any New Securities registered
for sale under the 1933 Act, or the securities identified in Schedule 5.7.


 


11.
GENERAL PROVISIONS


 


11.1
Fees and Expenses. Prior to the date of this Agreement, the Company has paid Morgan, Lewis & Bockius LLP $15,000.
At the Closing, the Company shall reimburse the Investor up to an additional $30,000 of due diligence costs and reasonable fees
and disbursements of Morgan, Lewis & Bockius LLP in connection with the preparation of the Transaction Documents it being
understood that Morgan, Lewis & Bockius LLP has not rendered any legal advice to the Company in connection with the transactions
contemplated hereby and that the Company has relied for such matters on the advice of its own counsel. Except as specified above,
each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction Documents.
The Company shall pay all stamp and other taxes and duties levied in connection with the sale of the Note and Closing Shares.


 


11.2
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 address for
such notices and communications shall be as follows:


 


If
to the Company:


 


Boxlight
Corporation


1045
Progress Circle


Lawrenceville,
GA 30043


Telephone:
(404) 891-1122


Email:
michael.pope@boxlight.com


Attention:
Michael Pope, President


 


With
a copy (which shall not constitute notice) to:


 


CKR
Law, LLP


1800
Century Park East, 14th floor


Los
Angeles, CA 90067


(310)
400-0110


Email:
sweiss@ckrlaw.com


Attention:
Stephen A. Weiss, Esq.


 




    	 	30	 



    	 



    

 


If
to the Investor:


 


Lind
Global Macro Fund, LP


c/o
The Lind Partners LLC


370
Lexington Avenue, Suite 1900


New
York, NY 10017


Telephone:
(646) 395-3931


Email:
jeaston@thelindpartners.com and


notice@thelindpartners.com


Attention:
Jeff Easton


 


With
a copy (which shall not constitute notice) to:


 


Morgan,
Lewis & Bockius LLP


One
Federal Street


Boston,
MA 02110


Telephone:
(617) 951-8211


Email:
gitte.blanchet@morganlewis.com


Attention:
Gitte J. Blanchet


 


or
such other address as may be designated in writing hereafter, in the same manner, by such Person.


 


11.3
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope
or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable
to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in
any way be affected or impaired thereby.


 


11.4
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.


 


11.5
Jurisdiction and 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 Investor 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.


 


11.6
WAIVER OF RIGHT TO JURY TRIAL. THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE OTHER TRANSACTION DOCUMENTS.


 




    	 	31	 



    	 



    

 


11.7
Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing and
the delivery of the Securities.


 


11.8
Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


11.9
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed
by the Company and the Investor. No waiver of any default with respect to any provision, condition or requirement of this Agreement
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.


 


11.10
Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not
be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This
Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.


 


11.11
Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the
Company and the Investor and their respective successors and assigns. The Company may not assign this Agreement or any rights
or obligations hereunder without the prior written consent of the Investor. The Investor may assign any or all of its rights under
this Agreement to any Person to whom the Investor assigns or transfers any Securities, provided such transferee agrees in writing
to be bound, with respect to the transferred Securities, by the provisions hereof that apply to the “Investor” and
such transferee is an accredited investor.


 


11.12
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


11.13
Further Assurances. Each party hereto shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party
may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.


 


11.14
Counterparts. This Agreement may be executed in two identical counterparts, both of which shall be considered one and
the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.
Signature pages delivered by facsimile or e-mail shall have the same force and effect as an original signature.


 


11.15
Specific Performance. The Company acknowledges that monetary damages alone would not be adequate compensation to the
Investor for a breach by the Company of this Agreement and the Investor may seek an injunction or an order for specific performance
from a court of competent jurisdiction if (a) the Company fails to comply or threatens not to comply with this Agreement or (b)
the Investor has reason to believe that the Company will not comply with this Agreement.


 


[Signature
Page Follows]


 




    	 	32	 



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have executed this Securities Purchase Agreement as of the date first set forth above.


 


	COMPANY:	 	INVESTOR:
	 	 	 
	BOXLIGHT
    CORPORATION	 	Lind
    GLOBAL MACRO FUND, lP
	 	 	 
	By:
    	/s/
    Michael Pope	 	By:
    	/s/
    Jeff Easton
	Name:	Michael
    Pope	 	Name:
    	 Jeff
    Easton
	Title:	President	 	Title:
    	 Managing
    Director


 


[Signature
Page of Securities Purchase Agreement]


 




    	 	 	 



     

    

 


EXHIBIT
A


 


FORM
OF SECURITY AGREEMENT


 


[See
attached]


 




    	 	 	 



     

    

 


EXHIBIT
B


 


FORM
OF INTERCREDITOR AGREEMENT


 


[See
attached]


 




    	 



    	 



    

 





EXHIBIT
C


 


FORM
OF NOTE


 


[See
attached]