Exhibit 10.1


 


Boxlight
Corporation


1045
Progress Circle


Lawrenceville,
GA 30043


 


April
17, 2020


 


MyStemKits,
Inc.


8910
University Center Lane, Suite 400


San
Diego, CA 92122


Ryan
Legudi


+1
(858) 900-4158


ryan@mystemkits.com
 


Gentlemen:


 


Reference
is made to the asset purchase agreement, dated February 3, 2020 (the “Purchase Agreement”) by and among MyStemKits,
Inc,, a Delaware corporation (the “Company” or the “Seller”); STEM Education
Holdings Pty Limited (“STEM Education”), the sole shareholder of the Company and a 100% owned subsidiary
of STEMify Limited, formerly, Robo 3D Ltd., a corporation organized under the laws of Australia (“STEMify”);
Boxlight, Inc., a Washington corporation (the “Buyer”); and Boxlight Corporation, a Nevada corporation
(“BOXL”). All capitalized terms used in this letter agreement shall have the same meanings as they ar defined
in the Purchase Agreement.


 


The
parties to the Purchase Agreement intend to consummate the transactions contemplated by the Purchase Agreement. However, in view
of the adverse effects on our businesses resulting from the COVID -19 virus and world wide pandemic, we agree that, in addition
to the Assumed Liabilities the total aggregate Purchase Price for the sale, transfer, assignment and conveyance of the Acquired
Assets of Six Hundred Thousand Dollar (USD$600,000) shall be payable as follows:


 


(a)
The sum of Two Hundred and Fifty Thousand Dollars, of which (i) One Hundred Thousand Dollars (USD$100,000) shall be payable in
cash at Closing, and (ii) One Hundred Fifty Thousand Dollars (USD$150,000) shall be in the form of a working capital and inventory
adjustment credit to the Purchase Price. In such connection, BOXL shall undertake in good faith and made additional inventory
available for sale by the Buyer in the ordinary course of business following the Closing and


 


(b)
The Three Hundred and Fifty Thousand Dollar (USD$350,000) Purchase Note shall be payable in four installments $87,500 of principal
and accrued interest with the first installment due on July 31, 2020 and thereafter on October 31, 2020, January 31, 2021 and
April 30, 2021, and the form of Purchase Note attached as Exhibit B to the Purchase Agreement (i) may be subject
to adjustment as provided below and (ii) is hereby amended to reflect the above payment dates for the four installment payments.


 


In
addition to the potential adjustments to the Purchase Note set forth in the Purchase Agreement, the Seller has provided Boxlight
with a monthly management forecast for the period from April 2020 to December 2022. Pursuant to our discussions including the
impact of the Covid-19 pandemic, Boxlight has been advised that there is a degree of uncertainty over the ability of the Seller
to meet these budgets for the quarter ending July 31, 2020, and the quarter ending October 31, 2020. Corresponding with these
periods are two scheduled installment payments due to be paid by Boxlight under the Purchase Note of $87,500 for each respective
period, for a total amount of $175,000. Accordingly, the Seller acknowledges that if the actual gross revenue of the business
of the Seller acquired by Boxlight for these periods is materially below the budget, Boxlight reserves the right to review and
discuss in good faith with the Seller a potential adjustment to the outstanding payment amounts payable under the Purchase Note
for those two installment payments.


 






    	 		 



     


    

 


Please
acknowledge your agreement with the above arrangements. By your execution of this letter agreement you acknowledge that no further
approvals of or consents to this letter agreement are required by another other party of parties to the Purchase Agreement.


 


IN
WITNESS WHEREOF, the undersigned parties hereto have executed this letter agreement, or caused this letter agreement to be executed
by their duly authorized officers, as of the date set forth above


 


	 	BOXL
	 	 
	 	BOXLIGHT
    CORPORATION 
	 	 
	 	By:	/s/
    Michael Pope
	 	Name:	Michael
    Pope, 
	 	Title:	President
    
	 	 	 
	 	BUYER
	 	 	 
	 	BOXLIGHT,
    INC. 
	 	 	 
	 	By:	/s/
    Michael Pope 
	 	Name:	Michael
    Pope, 
	 	Title:	President
    
	 	 	 
	 	SELLER
	 	 	 
	 	MYSTEMKITS,
    INC. 
	 	 	 
	 	By:	/s/
    Ryan Legudi
	 	Name:	Ryan
    Legudi 
	 	Title:	CEO
    and Sole Director 


 



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