SECURITY
AGREEMENT


 


SECURITY
AGREEMENT (this “Agreement”), dated as of March 22, 2019, by and between BOXLIGHT CORPORATION, a
Nevada corporation (the “Company”) and LIND GLOBAL MACRO FUND, LP (the “Secured Party”).


 


WHEREAS,
the Company and the Secured Party have entered into (a) that certain Securities Purchase Agreement dated as of the date hereof
(as amended and in effect from time to time, the “SPA”) and (b) that certain Secured Convertible Promissory
Note dated as of the date hereof (as amended and in effect from time to time, the “Note”); and


 


WHEREAS,
it is a condition precedent to the Secured Party agreeing to make loans or otherwise extend credit to the Company under the SPA
and the Note that the Company execute and deliver to the Secured Party a security agreement in substantially the form hereof;
and


 


WHEREAS,
the Company wishes to grant security interests in favor of the Secured Party as herein provided;


 


NOW,
THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
Definitions.
All capitalized terms used herein without definitions shall have the respective meanings provided therefor in the SPA. All terms
defined in the Uniform Commercial Code of the State (as hereinafter defined) and used herein shall have the same definitions herein
as specified therein, however, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than
in another Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article 9, and the following
terms shall have the following meanings:


 


“Event
of Default” means the occurrence of any “Event of Default” under and as defined in each of the SPA and the
Note, or the failure of the Company to comply with any term or covenant of any Transaction Document (including this Agreement)
to which it is a party.


 


“Future
ABL Agreement” means that certain loan agreement entered into after the date hereof between the Company and the Future
ABL Lender containing commercially reasonable terms and conditions that are reasonably acceptable to the Secured Party.


 


“Future
ABL Collateral” means those assets of the Company which the Company has granted a Lien in favor of the Future ABL Lender
pursuant to the terms of the Future ABL Agreement, and which assets are subject to the Future ABL Intercreditor Agreement.


 


“Future
ABL Intercreditor Agreement” means an intercreditor agreement to be entered into after the date hereof among the Company,
the Secured Party and the Future ABL Lender pertaining to the Future ABL Collateral, which agreement shall be in form and substance
satisfactory to the Secured Party (provided, if such agreement is substantially the same as the Sallyport Intercreditor Agreement,
such agreement shall be deemed to be satisfactory to the Secured Party).


 






    	 	 	 



     

    

 


“Future
ABL Lender” means a asset-backed lender (which may include a commercial finance company, hedge fund or commercial banking
institution) which provides an asset backed lending facility to the Company under the Future ABL Agreement.


 


“Future
ABL Liens” means any Liens granted by the Company on the Future ABL Collateral in favor of the ABL Lender pursuant to
the Future ABL Agreement


 


“Intercreditor
Agreements” means, collectively, (a) the Sallyport Intercreditor Agreement and (b) the Future ABL Intercreditor Agreement.


 


“Lien”
means any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, lien (statutory or otherwise),
encumbrance, conditional sale agreement, capital lease, financing lease, deposit arrangement, title retention agreement, and any
other agreement, trust or arrangement that in substance secures payment or performance of an obligation.


 


“Obligations”
means, collectively, (a) all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent,
matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Company to
the Secured Party in any currency, under, in connection with or pursuant to the any Transaction Document (including, without limitation,
this Agreement), and whether incurred by the Company alone or jointly with another or others and whether as principal, guarantor
or surety and in whatever name or style and (b) all expenses, costs and charges incurred by or on behalf of the Secured Party
in connection with any Transaction Document (including this Agreement) or the Collateral, including all legal fees, court costs,
receiver’s or agent’s remuneration and other expenses of taking possession of, repairing, protecting, insuring, preparing
for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral, and of taking,
defending or participating in any action or proceeding in connection with any of the foregoing matters or otherwise in connection
with the Secured Party’s interest in any Collateral, whether or not directly relating to the enforcement of this Agreement
or any other Transaction Document.


 


“Permitted
Lien” means any of the following: (a) mechanics and materialman Liens and other statutory Liens (including Liens for
taxes, fees, assessments and other governmental charges or levies) in respect of any amount (i) which is not at the time overdue
or (ii) which may be overdue but the validity of which is being contested at the time in good faith by appropriate proceedings,
in each case so long as the holder of such Lien has not taken any action to foreclose or otherwise exercise any remedies with
respect to such Lien; (b) the Sallyport Liens; (c) the Future ABL Liens; and (d) Liens which are permitted in writing by the Secured
Party in its sole and absolute discretion.


 


“Sallyport”
means Sallyport Commercial Finance, LLC.


 






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“Sallyport
Agreement” means that certain Account Sale and Purchase Agreement dated as of September 5, 2017 between Sallyport and
the Company.


 


“Sallyport
Collateral” means those assets of the Company that comprise the “Collateral” as such term is defined in
the Sallyport Agreement.


 


“Sallyport
Intercreditor Agreement” means that certain Intercreditor Agreement dated as of the date hereof by and among the Company,
the Secured Party and Sallyport, as the same may be amended, restated and/or modified from time to time.


 


“Sallyport
Liens” means the Liens granted by the Company on the Sallyport Collateral in favor of Sallyport pursuant to the Sallyport
Agreement.


 


“State”
means the State of New York.


 


2.
Grant of Security Interest.


 


2.1.
Grant; Collateral Description. The Company hereby grants to the Secured Party, to secure the payment and performance
in full of all of the Obligations, a security interest in and pledges and assigns to the Secured Party the following properties,
assets and rights of the Company, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products
thereof (all of the same being hereinafter called the “Collateral”): all personal and fixture property of every
kind and nature including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory
notes), documents (whether tangible or electronic), accounts (including health-care-insurance receivables), chattel paper (whether
tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing),
commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights
to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles).


 


2.2.
Commercial Tort Claims. The Secured Party acknowledges that the attachment of its security interest in any commercial
tort claim as original collateral is subject to the Company’s compliance with §4.7.


 


3.
Authorization to File Financing Statements.
The Company hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in
any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral
(i) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral
falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal
or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial
Code of the State or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment,
including whether the Company is an organization, the type of organization and any organizational identification number issued
to the Company. The Company agrees to furnish any such information to the Secured Party promptly upon the Secured Party’s
reasonable request.


 






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4.
Other Actions.
Further to insure the attachment, perfection and first priority of (or, to the extent any Intercreditor Agreement is in full force
and effect, second priority of), and the ability of the Secured Party to enforce, the Secured Party’s security interest
in the Collateral, the Company agrees, in each case at the Company’s expense, to take the following actions with respect
to the following Collateral and without limitation on the Company’s other obligations contained in this Agreement:


 


4.1.
Promissory Notes and Tangible Chattel Paper. Subject in all cases to the terms of any applicable Intercreditor
Agreement, if the Company shall, now or at any time hereafter, hold or acquire any promissory notes or tangible chattel paper
with an aggregate value for all such promissory notes or tangible chattel paper in excess of $50,000, the Company shall forthwith
endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed
in blank as the Secured Party may from time to time specify.


 


4.2.
Deposit Accounts. Subject in all cases to the terms of any applicable Intercreditor Agreement, for each deposit account
that the Company, now or at any time hereafter, opens or maintains the Company shall, at the Secured Party’s request and
option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (a) cause the depositary bank
to agree to comply without further consent of the Company, at any time with instructions from the Secured Party to such depositary
bank directing the disposition of funds from time to time credited to such deposit account, or (b) arrange for the Secured Party
to become the customer of the depositary bank with respect to the deposit account, with the Company being permitted, only with
the consent of the Secured Party, to exercise rights to withdraw funds from such deposit account. The Secured Party agrees with
the Company that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Company, unless
an Event of Default has occurred and is continuing, or, if effect were given to any withdrawal not otherwise permitted by the
Transaction Documents, would occur. The provisions of this paragraph shall not apply to any deposit accounts specially and exclusively
used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Company’s salaried
employees.


 






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4.3.
Investment Property. Subject in all cases to the terms of any applicable Intercreditor Agreement, if the Company
shall, now or at any time hereafter, hold or acquire any certificated securities, the Company shall forthwith endorse, assign
and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as
the Secured Party may from time to time specify. If any securities now or hereafter acquired by the Company are uncertificated
and are issued to the Company or its nominee directly by the issuer thereof, the Company shall promptly (but in any event within
two Business Days) notify the Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement
in form and substance satisfactory to the Secured Party, either (a) cause the issuer to agree to comply without further consent
of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, or (b) arrange for
the Secured Party to become the registered owner of the securities. If any securities, whether certificated or uncertificated,
or other investment property now or hereafter acquired by the Company are held by the Company or its nominee through a securities
intermediary or commodity intermediary, the Company shall promptly (but in any event within two Business Days) notify the Secured
Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory
to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to
comply, in each case without further consent of the Company or such nominee, at any time with entitlement orders or other instructions
from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may
be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary,
or (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured
Party to become the entitlement holder with respect to such investment property, with the Company being permitted, only with the
consent of the Secured Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party
agrees with the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any
such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal
or dealing rights by the Company, unless an Event of Default has occurred and is continuing, or, after giving effect to any such
investment and withdrawal rights not otherwise permitted by the Transaction Documents, would occur. The provisions of this paragraph
shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary.


 


4.4.
Collateral in the Possession of a Bailee. Subject in all cases to the terms of any applicable Intercreditor
Agreement, if any Collateral with an aggregate value in excess of $100,000 is, now or at any time hereafter, in the possession
of a bailee, the Company shall promptly notify the Secured Party thereof and, at the Secured Party’s reasonable request
and option, shall promptly obtain an acknowledgement from the bailee, in form and substance satisfactory to the Secured Party,
that the bailee holds such Collateral for the benefit of the Secured Party and such bailee’s agreement to comply, without
further consent of the Company, at any time with instructions of the Secured Party as to such Collateral.


 






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4.5.
Electronic Chattel Paper, Electronic Documents and Transferable Records. Subject in all cases to the terms of any applicable
Intercreditor Agreement, if the Company, now or at any time hereafter, holds or acquires an interest in any Collateral that is
electronic chattel paper, any electronic document or any “transferable record,” as that term is defined in Section
201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions
Act as in effect in any relevant jurisdiction, the Company shall promptly notify the Secured Party thereof and, at the request
and option of the Secured Party, shall take such action as the Secured Party may reasonably request to vest in the Secured Party
control, under §9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, of such electronic
chattel paper, control, under §7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, of such
electronic document or control, under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or,
as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable
record. The Secured Party agrees with the Company that the Secured Party will arrange, pursuant to procedures satisfactory to
the Secured Party and so long as such procedures will not result in the Secured Party’s loss of control, for the Company
to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UCC §9-105,
UCC §7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act
or §16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event
of Default has occurred and is continuing or would occur after taking into account any action by the Company with respect to such
electronic chattel paper, electronic document or transferable record. The provisions of this §4.5 relating to electronic
documents and “control” under UCC §7-106 apply in the event that the 2003 revisions to Article 7, with amendments
to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National
Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other
relevant jurisdiction.


 


4.6.
Letter-of-Credit Rights. Subject in all cases to the terms of any applicable Intercreditor Agreement, if the Company
is, now or at any time hereafter, a beneficiary under a letter of credit with a stated amount in excess of $25,000, or if the
Company is a beneficiary under letters of credit not assigned to the Secured Party with an aggregate stated amount in excess of
$50,000, the Company shall promptly notify the Secured Party thereof and, at the request and option of the Secured Party, the
Company shall, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (a) arrange for the issuer
and any confirmer of such letter of credit to consent to an assignment to the Secured Party of the proceeds of the letter of credit
or (b) arrange for the Secured Party to become the transferee beneficiary of the letter of credit.


 


4.7.
Commercial Tort Claims. Subject in all cases to the terms of any applicable Intercreditor Agreement, if the
Company shall, now or at any time hereafter, hold or acquire a commercial tort claim, the Company shall promptly notify the Secured
Party in a writing signed by the Company of the particulars thereof and grant to the Secured Party in such writing a security
interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance
satisfactory to the Secured Party.


 






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4.8.
Other Actions as to any and all Collateral. The Company further agrees, upon the request of the Secured Party and at
the Secured Party’s option, to take any and all other actions as the Secured Party may determine to be necessary or useful
for the attachment, perfection and first priority of (or, to the extent any Intercreditor Agreement is in full force and effect,
second priority of), and the ability of the Secured Party to enforce, the Secured Party’s security interest in any and all
of the Collateral, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating
thereto under the Uniform Commercial Code of any relevant jurisdiction, to the extent, if any, that the Company’s signature
thereon is required therefor, (b) causing the Secured Party’s name to be noted as secured party on any certificate of title
for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Secured Party to
enforce, the Secured Party’s security interest in such Collateral, (c) complying with any provision of any statute, regulation
or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection
or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (d)
obtaining governmental and other third party waivers, consents and approvals, in form and substance satisfactory to the Secured
Party, including any consent of any licensor, lessor or other person obligated on Collateral, (e) obtaining waivers from mortgagees
and landlords in form and substance satisfactory to the Secured Party and (f) taking all actions under any earlier versions of
the Uniform Commercial Code or under any other law, as reasonably determined by the Secured Party to be applicable in any relevant
Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.


 


5.
Representations and Warranties Concerning
a Company’s Legal Status. The Company has, on the
date hereof, delivered to the Secured Party a certificate signed by the Company and entitled “Perfection Certificate”
(the “Perfection Certificate”). The Company represents and warrants to the Secured Party as follows: as of
the date hereof (a) the Company’s exact legal name is that indicated on the Perfection Certificate and on the signature
page hereof, (b) the Company is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection
Certificate, (c) the Perfection Certificate accurately sets forth the Company’s organizational identification number or
accurately states that the Company has none, (d) the Perfection Certificate accurately sets forth the Company’s place of
business or, if more than one, its chief executive office, as well as the Company’s mailing address, if different, (e) all
other information set forth on the Perfection Certificate pertaining to the Company is accurate and complete, and (f) there has
been no change in any of such information since the date on which the Perfection Certificate was signed by the Company.


 


6.
Covenants Concerning Company’s
Legal Status. The Company covenants with the Secured Party
as follows: (a) without providing at least thirty (30) days prior written notice to the Secured Party, the Company will not change
its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification
number if it has one, (b) if the Company does not have an organizational identification number and later obtains one, the Company
will forthwith notify the Secured Party of such organizational identification number, and (c) the Company will not change its
type of organization, jurisdiction of organization or other legal structure.


 






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7.
Representations and Warranties Concerning
Collateral, Etc. The Company further represents and warrants
to the Secured Party as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral, free
from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and the
Permitted Liens, (b) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority
covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral,
(c) the Company holds no commercial tort claim except as indicated on the Company’s Perfection Certificate, (d) all other
information set forth on the Company’s Perfection Certificate pertaining to the Collateral is accurate and complete, and
(e) there has been no change in any of such information since the date on which the Company’s Perfection Certificate was
signed by the Company.


 


8.
Covenants Concerning Collateral, Etc.
The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business
consistent with past practices, and except as provided in any applicable Intercreditor Agreement, the Collateral, to the extent
not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and
the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice
to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights
in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall
defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to
the Secured Party, (c) other than the Secured Party, the Sallyport Lender or the Future ABL Lender (in each case to the extent
an Intercreditor Agreement has been entered into and is in full force and effect) with respect to any applicable Permitted Lien,
the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the
Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform
Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as
secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time,
wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the
Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement,
and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest
therein except for, with respect to the Collateral, so long as no Event of Default has occurred and is continuing, dispositions
of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory
in the ordinary course of business consistent with past practices.


 


9.
Collateral Protection Expenses; Preservation
of Collateral.


 


9.1.
Expenses Incurred by Secured Party. In the Secured Party’s discretion, the Secured Party may discharge taxes
and other encumbrances at any time levied or placed on any of the Collateral, and pay any necessary filing fees or insurance premiums,
in each case if the Company fails to do so. The Company agrees to reimburse the Secured Party on demand for all expenditures so
made. The Secured Party shall have no obligation to the Company to make any such expenditures, nor shall the making thereof be
construed as a waiver or cure of any Event of Default.


 






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9.2.
Secured Party’s Obligations and Duties. Anything herein to the contrary notwithstanding, the Company shall remain
obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Company thereunder.
The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out
of this Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured
Party be obligated in any manner to perform any of the obligations of the Company under or pursuant to any such contract or agreement,
to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as
to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take
any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party
or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody,
safe keeping and physical preservation of the Collateral in its possession, under §9-207 of the Uniform Commercial Code of
the State or otherwise, shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property
for its own account.


 


10.
Securities and Deposits.
Subject in all cases to the terms of any applicable Intercreditor Agreement, the Secured Party may at any time following and during
the continuance of a payment default or an Event of Default, at its option, transfer to itself or any nominee any securities
constituting Collateral, receive any income thereon and hold such income as additional Collateral or apply it to the Obligations.
Whether or not any Obligations are due, the Secured Party may, subject to the terms of any applicable Intercreditor Agreement,
following and during the continuance of a payment default or an Event of Default demand, sue for, collect, or make any settlement
or compromise which it deems desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security
for the Obligations, but subject in all cases to any applicable Intercreditor Agreement, any deposits or other sums at any time
credited by or due from the Secured Party to the Company may at any time be applied to or set off against any of the Obligations
then due and owing.


 


11.
Notification to Account Debtors and
Other Persons Obligated on Collateral. If an Event of Default
shall have occurred and be continuing, but subject in all cases to the terms of any applicable Intercreditor Agreement:


 


(a)
the Company shall, at the request and option of the Secured Party, notify account debtors and other persons obligated on any of
the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or
other Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated
by the Secured Party as the Secured Party’s agent therefor;


 


(b)
the Secured Party may itself, without notice to or demand upon the Company, so notify account debtors and other persons obligated
on Collateral;


 






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(c)
after the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of
accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Secured
Party, for the benefit of the Secured Party, without commingling the same with other funds of the Company and shall turn the same
over to the Secured Party in the identical form received, together with any necessary endorsements or assignments; and


 


(d)
the Secured Party shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other
Collateral and received by the Secured Party to the payment of the Obligations, such proceeds to be immediately credited after
final payment in cash or other immediately available funds of the items giving rise to them.


 


12.
Power of Attorney.


 


12.1.
Appointment and Powers of Secured Party. The Company hereby irrevocably constitutes and appoints the Secured Party
and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable
power and authority in the place and stead of the Company or in the Secured Party’s own name, for the purpose of carrying
out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that
may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing,
hereby gives said attorneys the power and right, on behalf of the Company, without notice to or assent by the Company, to do the
following:


 


(a)
upon the occurrence and during the continuance of an Event of Default, but subject in all cases to the terms of any applicable
Intercreditor Agreement, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal
with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant
jurisdiction and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to
do, at the Company’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary
or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order
to effect the intent of this Agreement, all no less fully and effectively as the Company might do, including (i) upon written
notice to the Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the
Secured Party so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) the execution,
delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or
other instruments of conveyance or transfer with respect to such Collateral; and


 


(b)
to the extent that the Company’s authorization given in §3 is not sufficient, to file such financing statements with
respect hereto, with or without the Company’s signature, or a photocopy of this Agreement in substitution for a financing
statement, as the Secured Party may deem appropriate and to execute in the Company’s name such financing statements and
amendments thereto and continuation statements which may require the Company’s signature.


 









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12.2.
Ratification by Company. To the extent permitted by law, the Company hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.


 


12.3.
No Duty on Secured Party. The powers conferred on the Secured Party hereunder are solely to protect the interests of
the Secured Party in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. The Secured
Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither
it nor any of its officers, directors, employees or agents shall be responsible to the Company for any act or failure to act,
except for the Secured Party’s own gross negligence or willful misconduct.


 


13.
Rights and Remedies.


 


13.1.
General. If an Event of Default shall have occurred and be continuing, the Secured Party, without any other notice
to or demand upon the Company, but subject in all cases to the terms of any applicable Intercreditor Agreement, shall have in
any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies
of a secured party under the Uniform Commercial Code of the State or any other relevant jurisdiction and any additional rights
and remedies as may be provided to a secured party in any jurisdiction in which Collateral is located, including the right to
take possession of the Collateral, and for that purpose the Secured Party may, so far as the Company can give authority therefor,
enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Secured Party may in its discretion,
but subject in all cases to the terms of any applicable Intercreditor Agreement, require the Company to assemble all or any part
of the Collateral at such location or locations within the jurisdiction(s) of the Company’s principal office(s) or at such
other locations as the Secured Party may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily
in value or is of a type customarily sold on a recognized market, the Secured Party shall give to the Company at least ten (10)
Business Days prior written notice of the time and place of any public sale of Collateral or of the time after which any private
sale or any other intended disposition is to be made. The Company hereby acknowledges that ten (10) Business Days prior written
notice of such sale or sales shall be reasonable notice. In addition, the Company waives any and all rights that it may have to
a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and remedies hereunder, including
its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies
with respect thereto.


 






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14.
Standards for Exercising Rights and
Remedies. To the extent that applicable law imposes duties
on the Secured Party to exercise remedies in a commercially reasonable manner, but subject at all times to the terms of any applicable
Intercreditor Agreement, the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a)
to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise
to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail
to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail
to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of,
(c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove
Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons
obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise
dispositions of the Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized
nature, (f) to contact other persons, whether or not in the same business as the Company, for expressions of interest in acquiring
all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of the Collateral,
whether or not the collateral is of a specialized nature, (h) to dispose of the Collateral by utilizing Internet sites that provide
for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that
match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition
warranties, (k) to purchase insurance or credit enhancements to insure the Secured Party against risks of loss, collection or
disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such
Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of brokers, investment bankers,
consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The
Company acknowledges that the purpose of this §14 is to provide non-exhaustive indications of what actions or omissions by
the Secured Party would fulfill the Secured Party’s duties under the Uniform Commercial Code of the State or any other relevant
jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the
Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this §14. Without
limitation upon the foregoing, nothing contained in this §14 shall be construed to grant any rights to the Company or to
impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the
absence of this §14.


 


15.
No Waiver by Secured Party, etc.
The Secured Party shall not be deemed to have waived any of its rights and remedies in respect of the Obligations or the Collateral
unless such waiver shall be in writing and signed by the Secured Party. No delay or omission on the part of the Secured Party
in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on
any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies
of the Secured Party with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or
papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such
times as the Secured Party deems expedient.


 









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16.
Suretyship Waivers by Company.
The Company waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral
received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect
to both the Obligations and the Collateral, the Company assents to any extension or postponement of the time of payment or any
other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any such Collateral,
to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon
and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Secured Party
may deem advisable. The Secured Party shall have no duty as to the collection or protection of the Collateral or any income therefrom,
the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody
thereof as set forth in §9.2. The Company further waives any and all other suretyship defenses.


 


17.
Marshaling.
The Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the
Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or
other assurances of payment in any particular order, and all of the rights and remedies of the Secured Party hereunder and of
the Secured Party in respect of such collateral security and other assurances of payment shall be cumulative and in addition to
all other rights and remedies, however existing or arising. To the extent that it lawfully may, the Company hereby agrees that
it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the
Secured Party’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the
Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof
is otherwise assured, and, to the extent that it lawfully may, the Company hereby irrevocably waives the benefits of all such
laws.


 


18.
Proceeds of Dispositions; Expenses.
The Company shall pay to the Secured Party on demand any and all expenses, including attorneys’ fees and disbursements,
incurred or paid by the Secured Party in protecting or preserving the Secured Party’s rights and remedies under or in respect
of any of the Obligations or any of the Collateral and, in addition, the Company shall pay to the Secured Party on demand any
and all expenses, including attorneys’ fees and disbursements, incurred or paid by the Secured Party in enforcing the Secured
Party’s rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all
of said expenses, the residue of any proceeds of collection or sale or other disposition of Collateral shall, to the extent actually
received in cash, be applied to the payment of the Obligations in such order or preference as is provided in the SPA, proper allowance
and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations
and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State,
any excess shall be returned to the Company. In the absence of final payment and satisfaction in full of all of the Obligations,
the Company shall remain liable for any deficiency.


 


19.
Overdue Amounts.
Until paid, all amounts due and payable by the Company hereunder shall be a debt secured by the Collateral and shall bear, whether
before or after judgment, interest at the rate of interest for overdue principal set forth in the Transaction Documents.


 






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20.
Governing Law; Consent to Jurisdiction.
This Agreement IS A contract UNDER the laws of the state of NEW YORK and shall for
all purposes be construed in accordance with and governed by the laws of SAID state of NEW YORK. The Company and THE SECURED PARTY
EACH agree that any suit for the enforcement of this agreement or any other action brought by SUCH PERSON arising hereunder or
in any way related to this agreement SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN
OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY
SUCH SUIT BEING MADE UPON SUCH PERSON BY MAIL AT THE ADDRESS SPECIFIED ON THE SIGNATURE PAGE OF EACH PARTY HERETO. the
Company hereby waives any objection that it may now or hereafter have to the venue of any suit BROUGHT IN the state of new york
or any court SITTING THEREIN or that A suit BROUGHT THEREIN is brought in an inconvenient court.


 


21.
Waiver of Jury Trial.
THE COMPANY AND THE SECURED PARTY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR
OBLIGATIONS. Except as prohibited by law, the Company waives any right which it may have to claim or recover in any litigation
referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or
in addition to, actual damages. The Company (a) certifies that neither the Secured Party nor any representative, agent or attorney
of the Secured Party has represented, expressly or otherwise, that the Secured Party would not, in the event of litigation, seek
to enforce the foregoing waivers or other waivers contained in this Agreement and (b) acknowledges that, in entering into this
Agreement and any other Transaction Document to which the Secured Party is a party, the Secured Party is relying upon, among other
things, the waivers and certifications contained in this §21.


 


22.
Notices.
All notices, requests and other communications hereunder shall be made in the manner set forth in the SPA.


 


23.
Miscellaneous.
The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof.
This Agreement and all rights and obligations hereunder shall be binding upon the Company and its successors and assigns, and
shall inure to the benefit of the Secured Party and its successors and assigns. If any term of this Agreement shall be held to
be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement
shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Company
acknowledges receipt of a copy of this Agreement.


 


[Signature
pages to follow]


 




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IN
WITNESS WHEREOF, intending to be legally bound, the Company has caused this Agreement to be duly executed as of the date first
above written.


 





	 	BOXLIGHT CORPORATION
	 	 	 
	 	By:	/s/ Michael Pope
	 	Title:	President



 


Accepted:


 


LIND
GLOBAL MACRO FUND, LP


By: Lind Global Partners LLC, its general partner


 





	By:	/s/
    Jeff Easton	 
	Title:	Managing Director	 



 






    	 	 	15



     

    

 


CERTIFICATE
OF ACKNOWLEDGMENT


 


	COMMONWEALTH OR STATE OF__________________________	)	 
	 	) ss.	 
	COUNTY OF ____________________________________________	)	 



 


On
this __ day of March, 2019, before me, the undersigned notary public, personally appeared ______________________, proved to me
through satisfactory evidence of identification, which were _____________________________, to be the person whose name is signed
on the preceding or attached document, and acknowledged to me that (he)(she) signed it voluntarily for its stated purpose (as
______________ for Boxlight Corporation).


 


 





	 	
	 	(official signature and seal of notary)
	 	 
	 	My commission expires:



 






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