Execution
Copy


 


STOCK
PURCHASE AGREEMENT


 


by
and among


 


GLOBISENS
SHAREHOLDERS


GLOBISENS
LTD.,


 


and


 


LOGICAL
CHOICE CORPORATION


 


As
of October 21, 2014


 




    	 



    	 



    

 


STOCK
PURCHASE AGREEMENT


 


STOCK
PURCHASE AGREEMENT (this “Agreement”), dated as of October 21, 2014, by and among (i) DOVI BRUKER, an
individual (“Bruker” or the “Majority Globisens Shareholder”) and the other
individuals who have executed this Agreement on the signature page hereof (each a “Minority Globisens Shareholder”
and collectively, the “Minority Globisens Shareholders”); (ii) GLOBISENS LTD., a corporation
organized under the laws of the State of Israel (“Globisens” or the “Company”);
and (iii) LOGICAL CHOICE CORPORATION, a Nevada corporation (“LCC” or the “Buyer”).


 


The
Majority Globisens Shareholder and the Minority Globisens Shareholders are hereinafter sometimes collectively referred as the
“Globisens Shareholders” or “Sellers.” The Globisens Shareholders are hereinafter
sometimes collectively referred to as the “Selling Parties” and the Globisens Shareholders, the Company
and the Buyer are sometimes individually referred to as a “Party” and collectively as the “Parties.”
Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them as set forth on Annex I,
annexed hereto. It is agreed and acknowledged that each of the Globisens Shareholders is entering into this Agreement severally
and not jointly with the other Globisens Shareholders.


 


WHEREAS,
the Company is engaged in, among other things, the business of designing, developing and selling education technology products
and services (the “Business”);


 


WHEREAS,
upon the terms, in the manner and subject to the conditions set forth in this Agreement, the Globisens Shareholders and the board
of directors of the Company desire to cause to consummate a transaction with the Buyer, pursuant to which the Globisens Shareholders,
as collective owners of 100% of the Company’s outstanding capital stock, will sell all their shareholdings of the Company
at the Closing (as defined below) in consideration for Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), payable in
the manner hereinafter described (the “Transaction”); and


 


WHEREAS,
upon the terms, in the manner and subject to the conditions set forth in this Agreement, the Buyer is willing to acquire all Shares
in the Company.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be
legally bound hereby, the Parties hereto hereby agree as follows:


 


ARTICLE
I.


THE
TRANSACTION


 


1.1 Globisens
Capitalization.  


 


(a) As
of the date of this Agreement, the Globisens Shareholders own 13,901 Ordinary Shares 0.01(NIS) par value per share (the “Ordinary
Shares”) which represent of record and beneficially One Hundred Percent (100%) of the issued and outstanding share capital
of the Company, as described in the capitalization table attached hereto as Annex A and made a part hereof (the
“Capitalization Table”). As used in this Agreement, the term “Fully-Diluted Company Shares”
shall mean the collective reference to (i) all issued and outstanding Company Ordinary Shares, (ii) all issued and outstanding
Company preferred or preference shares (if any), (iii) all Ordinary Shares as may be issuable upon the exercise of all warrants,
stock options or other rights granted to any Person to purchase such Company Ordinary Shares, and (iv) all Company Ordinary Shares
that may be issued upon conversion into Company Ordinary Shares of notes, debentures, preferred stock or other securities convertible
into such Company Ordinary Shares.


 




    	 



    	 



    

 


1.2 Acquisition
of Subject Globisens Shares.


 


(a) On
the “Closing Date” (herein defined), the Buyer shall acquire from the Globisens Shareholders, in consideration
for the payment of aggregate amount of USD Five Million ($5,250,000) Dollars (the “Purchase Price”), an
aggregate of Thirteen Thousand Nine Hundred and One (13,901) Company Ordinary Shares representing One Hundred One Percent (100%)
of the Fully-Diluted Company Shares (the “Subject Globisens Shares”). At the Closing (as defined hereinafter)
Buyer shall purchase (i) from Bruker a total of 8,693 Ordinary Shares, representing 62.54% of the Subject Shares, and (ii) from
the Minority Globisens Shareholders, as follows: (A) from Benjamin Kaufman (“Kaufman”) a total of 2,780
Ordinary Shares, representing 20.00% of the Subject Shares, (B) from Alejandro Jose Merikanskas Halpern (“AJ Halpern”)
a total of 1,005 Ordinary Shares, representing 7.23% of the Subject Shares, (C) from Arturo Leon Merikanskanskas Halpern (“AL
Halpern”) a total of 1,005 Ordinary Shares, representing 7.23% of the Subject Shares, and (D) from Judith Anat Herzog
(“Herzog”) a total of 417 Ordinary Shares, representing 3.00% of the Subject Shares. Accordingly, Bruker
shall be entitled to 62.54% of the Purchase Price, Kaufman shall be entitled to 20.00% of the Purchase Price, AJ Halpern shall
be entitled to 7.23% of the Purchase Price, AL Halpern shall be entitled to 7.23% of the Purchase Price and Herzog shall be entitled
to 3.00% of the Purchase Price (for each such Globisens Shareholders, the “Pro Rata Entitlement”).


 


(b) At
the closing of the Buyer’s purchase of the Subject Globisens Shares on the Closing Date (the “Closing”)
and against payment of the Purchase Price, the Company shall deliver to the Buyer share certificates evidencing all of the Subject
Globisens Shares, and upon the due transfer of the Subject Globisens Shares, Buyer shall be registered at the Company’s
Registrar of Shareholders as the legal owner of the Subject Globisens Shares having good and marketable title to the Subject Globisens
Shares, free and clear of all Encumbrances, other than as set forth in Section 1.4 below and the Pledge granted hereunder.


 




    	 



    	 



    

 


1.3 Purchase
Price and Payment. The Purchase Price shall be payable to the Globisens Shareholders in full on the Closing Date as follows:


 


(a) The
sum of Two Million Five Hundred Thousand ($2,500,000) Dollars (“Closing Cash Consideration”) shall
be paid at Closing in cash by wire transfer of immediately available funds to the accounts designated by each Globisens
Shareholder (which shall be distributed among such shareholders according to Annex A hereto) according to their
Pro Rata Entitlement ; it being understood by the Parties that (i) the Closing Cash Consideration shall be paid out of the
net proceeds of the “Buyer IPO” described below and (ii) Buyer shall at all times, ensure
sufficient funds to be paid upon exercise of the Put Option (described below); and


 


 (b) The sum of Two Million Seven Hundred Fifty Thousand ($2,750,000) Dollars shall be
paid at Closing by delivery and transfer of an aggregate of Two Million Seven Hundred and Fifty Thousand ($2,750,000) Dollars
of common stock, $0.001 par value per share (the “Buyer Common Stock”). On the Closing Date, Buyer shall
deliver and transfer for the benefit of each of the Globisens Shareholders its applicable “Pro Rata Entitlement” of
Buyer Common Stock as detailed in Annex A attached hereto. Such applicable Buyer Common Stock shall be delivered
to a trustee designated according to the ITA (as defined below) (the “Common Stock Trustee), that number of shares
of the Buyer Common Stock as shall be determined by dividing (i) (USD) $2,750,000, by (ii) the per share price at
which shares of Buyer Common Stock is initially offered to the public in the Buyer IPO (the “Buyer Shares”);
provided, however, that in no event shall the Buyer Shares represent less than 3.437% of the issued and outstanding
“Buyer Fully-Diluted Common Stock” (herein defined) immediately prior to the Buyer IPO, based on a (USD)
Eighty Million Dollar ($80,000,000) valuation of all Buyer Fully-Diluted Common Stock immediately prior to the Buyer IPO (the
“Market Valuation”). In the event that for any reason, the Market Valuation in the Buyer IPO shall be
less than (USD) $80,000,000, the percentage of the Buyer Fully-Diluted Common Stock represented by the Buyer Shares shall be proportionately
increased. The term “Buyer Fully-Diluted Common Stock” shall mean the collective reference to (i) all
issued and outstanding Buyer Common Stock, (ii) all issued and outstanding Buyer preferred or preference shares (if any), (iii)
all Common Stock as may be issuable upon the exercise of all warrants, stock options or other rights granted to any Person to
purchase such Buyer Common Stock, and (iv) all Buyer Common Stock that may be issued upon conversion into Buyer Common Stock of
notes, debentures, preferred stock or other securities convertible into such Buyer Common Stock.


 


(c)
 Upon execution of this Agreement Buyer shall wire transfer to Company’s bank account an amount of $44,000 (the “Primary
Company’s Expenses”) in order to pay for the Company’s expenses incurred for the preparation of the “Required
Financial Statements” (defined below) through June 30, 2014 and the Pre-Ruling ( as defined below). In the event that the
Buyer shall require a review of the September 30, 2014 quarterly financial statements of the Company or an audit of the Company’s
fiscal year 2014 financial statements for the Buyer IPO as part of the “Required Financial Statements” (defined herein),
the costs of the review or audit of such Required Financial Statements shall be borne by the Buyer.


 




    	 



    	 



    

 


1.4 Put
Option; Lock Up Agreement and Trustee Instructions Agreement. 


 


(a) In
order to secure the value of the Buyer Shares, subject to the terms and conditions of this Section 1.4, on the Closing
Date the Buyer shall grant to the Globisens Shareholders an option (the “Put Option”), exercisable at
any time during the two (2) year period, commencing after two (2) years following the Closing Date and ending four (4) years following
the Closing Date (the “Put Option Period”), to cause the Buyer to redeem and repurchase all or a portion
of the Buyer Shares from each of Globisens Shareholders according to their Pro Rata Entitlement, at a price for each Buyer Share
made subject to such Put Option based on a (USD) Two Million Seven Hundred and Fifty Thousand ($2,750,000) Dollars value for all
of such Buyer Shares (the “Put Option Price”). The Put Option may be exercised at any time or from time
to time, during the Put Option Period, upon thirty (30) days prior written notice to the Buyer given by Bruker as a representative
of the Globisens Shareholders (the “Representative”) on behalf of the Globisens Shareholders.


 


(b) From
the Closing Date to and for two (2) years thereafter and until the commencement of the Put Option Period (the “Lock
Up Period”), unless otherwise approved by the Buyer and the managing underwriter of the Buyer Common Stock in connection
with the Buyer IPO (the “Underwriter”), the Globisens Shareholders shall not sell, transfer, hypothecate
or assign (collectively, “Transfer”) any of their Buyer Shares. Upon the commencement of the Put Option
Period, there shall be no restrictions on Transfer of the Buyer Shares.


 


(c) Notwithstanding
the foregoing or any other provision of this Agreement, in the event that at any time during the Put Option Period all of the
Buyer Shares (i) shall have been registered for resale under the United States Securities Act of 1933, as amended (the “Securities
Act”), or may immediately be resold to the public without restriction pursuant to an applicable exemption from the
registration requirements of the Securities Act (either, the “Salable Shares”), and (ii)
any or all of such Salable Shares have been sold by the Globisens Shareholders at a price per Buyer Share that equals or
exceeds the initial per share offering price in which shares of Buyer Common Stock were sold to the public in the Buyer
IPO (the “IPO Offering Price”), the dollar amount and number of Buyer Shares that Buyer is obligated
to purchase upon exercise of the Put Option shall be reduced by the dollar value of the number of Salable Shares that were sold
by the Globisens Shareholders. For the avoidance of doubt, if (x) the initial per share offering price in which shares of Buyer
Common Stock were sold to the public in the Buyer IPO is $5.00 and the number of Buyer Shares is 550,000 Buyer Shares (valued
at $2,750,000) and (y) the number of Salable Shares sold by Globisens Shareholders is 300,000 Buyer Shares sold at a price of
$7.50 per share (valued at $2,250,000), then the Put Option may only be exercised for 100,000 additional Buyer Shares for $5.00
per share, or $500,000. The remaining 150,000 Buyer Shares would be retained by the Globisens Shareholders.


 


Nothing
contained in this Section 1.4(c) shall require Globisens Shareholders to sell Salable Shares at or above the IPO Offering Price
during the Put Option Period; provided, however, that, if any of the Globisens Shareholders elects, either at the
commencement of or during the Put Option Period, not to sell otherwise Salable Shares at or above the IPO Offering
Price, in lieu of the Buyer being required to repurchase the Buyer Shares upon exercise of the Put Option, the Buyer or its Affiliates
may at any time during the Put Option Period, either prior to or following exercise of such Put Option, shall have the right to
arrange for a third party to purchase in a brokers transaction or otherwise such Salable Shares at a price equal, to or
higher than the IPO Offering Price; in which event, if the Globisens Shareholder(s) shall not sell their Salable Shares
to such third party for cash at the IPO Offering Price, or at a higher price as shall be offered, the Put Option shall expire.


 




    	 



    	 



    

 


(d) In
order to secure the exercise of the Put Option and the payment thereunder, on the Closing Date, (i) the Buyer shall deliver to
Arad & Co. Trust Ltd. attn: Lior Kwintner, Esq. 1 Kermenitzki St., Tel-Aviv 6789901, Israel (the “Trustee”)
the applicable share certificates and executed Transfer Deeds evidencing 100% of the Subject Globisens Shares purchased by the
Buyer at the Closing and (ii) execute a deed of first priority pledge in the form attached hereto as Exhibit 1.5(d)(ii)
(the “Deed of Pledge” or the Pledge”). The Trustee shall hold the Transfer Deeds and Subject Globisens
Shares certificates under a Trustee Instructions Agreement among the Globisens Shareholders, the Company, the Buyer and the Trustee,
in the form annexed hereto as Exhibit 1.4(b) and made a part hereof (the “Trustee Instructions Agreement”).
Such Trustee Instructions Agreement shall provide, inter alia, that in the event that the Put Option shall be exercised and the
Buyer shall, within thirty (30) days from the exercise of the Put Option, fail to redeem and repurchase the Buyer Shares for the
full Put Option Price (“Buyer Repurchase Failure”) then and in such event all Subject Globisens Shares shall
be returned and transferred by the Trustee to the Globisens Shareholders free and clear of all Encumbrances according to their
Pro Rata Entitlement.


 


(e) It
is clarified agreed and understood that in any event, including upon the return and transfer of the Subject Globisens Shares according
to the immediate preceding Section 1.4(d), the Globisens Shareholders shall always retain the full cash portion of the Purchase
Price paid at the Closing. In no event shall the number of Subject Globisens Shares that are subject to the Put Option be reduced
if there shall be a Buyer Repurchase Failure. Additionally, the Trustee Instructions Agreement shall provide that upon timely
payment of the Put Option Price or upon the expiration of the Put Option, all of the certificates evidencing the Subject Globisens
Shares and related Transfer Deeds shall be promptly returned by the Trustee to the Buyer.


 


(c) Subject
to the requirements of the tax laws of the State of Israel, if the Put Option is exercisable, but not exercised during the Put
Option Period, the Buyer Shares shall continue to be held by the Common Stock Trustee until the expiration of four (4) years from
the Closing Date.


 


1.5 Closing.


 


(a)
 Time and Place of the Closing; Buyer IPO. The closing of this Agreement and the transactions contemplated hereby (the
“Closing”) shall take place on a date (the “Closing Date”) shall be immediately
following the Buyer’s consummation of its initial public offering on The NASDAQ Stock Market or the NYSE:American Stock
Exchange of Buyer Common Stock (the “Buyer IPO”) pursuant to a registration statement on Form S-1 (the
“Registration Statement”) that is declared effective by the United States Securities and Exchange Commission
(“SEC”). The Closing shall take place at the offices of the counsel to the Buyer or remotely via the
exchange of documents and signatures as the Buyer and the Globisens Shareholders mutually agreed upon, in writing. Notwithstanding
the foregoing, the Closing Date shall occur on or before March 31, 2015 (the “Outside Closing Date”),
unless such Outside Closing Date shall be extended by mutual written agreement of Representative and the Buyer.


 




    	 



    	 



    

 


(b) Required
Financial Statements. In connection with the Buyer IPO, the Sellers shall cause the Company to deliver to the Buyer:


 


(i) by
a date which shall be not later than September 30, 2014, the audited balance sheet, statement of operations, statement of cash
flows and statement of stockholders equity of the Company as at December 31, 2012 and December 31, 2013 and for the two fiscal
years the ended (the “2012 and 2013 Financial Statements”);


 


(ii) if
required under Regulation D and Regulation S-X, as promulgated under the United States Securities Act of 1933, as amended, following
the date of this Agreement, the audited balance sheet, statement of operations, statement of cash flows and statement of stockholders
equity of the Company as at December 31, 2014 and for the fiscal year the ended (the “2014 Financial Statement”
and together with the 2012 and 2013 Financial Statements, the “Audited Financial Statements”); and


 


(iii) the
comparative unaudited financial statements of the Company for the comparative nine month periods ended September 30, 2013 and
September 30, 2014 (the “Unaudited Financial Statements”), which Unaudited Financial Statements shall
be updated by the Company to a date which shall be 45 days prior to the effective date of the Registration Statement


 


The
Audited Financial Statements and the Unaudited Financial Statements are collectively referred to in this Agreement as the “Required
Financial Statements”). Such Required Financial Statements shall include a balance sheet, statement of income and
statement of cash flows and the Audited Financial Statements shall be accompanied by the audit report of an accounting firm that
is qualified to audit financial statements of United States publicly traded companies.


 


(c) Tax
Pre-Ruling. The Transaction contemplated herein is subject to the grant prior to the Closing Date of a tax pre-ruling by
the ITA according to Section 104H of the Israeli Income Tax Act (the “Pre-Ruling”). The parties hereto acknowledge
and agree that there is no assurance that such Pre-Ruling shall be granted.


 


(d) Deliveries
and Transactions at the Closing. At the Closing, the following transactions shall occur simultaneously (no transaction shall
be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents
delivered):


 


(i)
Share Transfer Deed. Share Transfer Deed in respect of the Subject Globisens Shares, effectuating the transfer thereof
to the Buyer, in the form attached hereto as Exhibit 1.5(d)(i), shall be signed by the each Globisens Shareholder
and the Buyer (the “Deed”); according to Section 1.4(b), Buyer shall sign a new transfer Deed to be deposited
with the Trustee;


 




    	 



    	 



    

 


(ii) Deed
of Pledge. Deed of Pledge and certificates to be dully issued to the Registrar of Pledges in Israel, in the forms attached
hereto as Exhibit 1.5(d)(ii), shall be executed by the applicable parties. Buyer shall provide certified and notarized
copies (from its state of incorporation) of (i) Buyer’s certificate of incorporation, and (ii) Buyer’s Good Standing
certificate, valid as of Closing Date;


 


(iii) Share
Certificates; Registration. The Company shall provide the Buyer with a validly executed share certificate in
the form attached hereto as Exhibit 1.5(d) (iii), in the name of Buyer reflecting the Subject Globisens Shares being
purchased by the Buyer on the Closing Date, and the Company shall register the allotment of such Shares in the Company’s
shareholders register including an indication of the pledge of such shares, together with completed notice of such issuance to
the Israeli Registrar of Companies acceptable for filing after the Closing.


 


(iv) Board
Resolutions. The Company shall provide the Buyer with a copy of duly executed resolutions of the Board, in the form attached
hereto as Exhibit 1.5(d)(iv), by which, inter alia (a) the Board recommends to the Company’s shareholders
to replace the current Articles of Association of the Company with the Amended Articles (as defined below), (b) the board authorizes
the sale and transfer of the Subject Globisens Shares in accordance with and subject to, the terms of this Agreement (at the Closing).


 


(v) Shareholders
Resolution. The Company shall provide Buyer with a copy of duly executed resolutions of the Company’s shareholders in
the form attached hereto as Exhibit 1.5(d)(v), by which, inter alia, the resolutions of the Board referred to in
Section 1.5(b)(iv) shall have been approved,


 


(vi) Amended
Articles. The Shareholders resolution referred to in Exhibit 1.5(b)(v) shall also approve (A) replacing the current Articles
of Association of the Company with new Articles of Association (“Amended Articles”) in the form attached hereto
as Exhibit 1.5(d)(vi) and (B) the terms of Bruker’s new Employment Agreement.


 


(vii) Required
Financial Statements. The Company shall have previously timely provided the Buyer with the Required Financial Statements.


 


(viii) Pre-Ruling;
Withholding Tax. The Tax Pre-Ruling shall have been granted by the Israeli income tax authorities (“ITA”)
and each Globisens Shareholders shall provide Buyer and the Company with a duly issued written confirmation from the Israeli income
tax authorities (“ITA”) of an exemption from deduction at source with respect to the Buyer Shares portion of
the Purchase Price.


 


(ix) Payment
of the Closing Cash Consideration. The Buyer will pay the Closing Cash Consideration ($2,500,000) to each of Globisens Shareholders
according to Annex A by wire transfer of immediately available funds to each Globisens Shareholder bank account, in accordance
with the details specified for each such shareholder in Exhibit 1.5 (d) (ix) (“Transfer Instructions”).


 




    	 



    	 



    

 


(x)
Delivery of Buyer Common Stock. Buyer shall deliver to each Globisens Shareholder, stock certificates registered in the
name of each of the Globisens Shareholders or the Common Stock Trustee and evidencing his or its Pro Rata Entitlement of Buyer
Common Stock. The Buyer Common Stock shall be accompanied by a separate stock power, duly executed in blank by each Globisens
Shareholder, to be delivered by the Common Stock Trustee to the Buyer if the Put Option is exercised pursuant to Section 1.4 of
this Agreement. Similarly, the Buyer Shares shall be delivered to the Common Stock Trustee to be held pursuant to Section 1.4(c)
of this Agreement.


 


(xi) Employment
of Bruker. On the Closing Date, Dovi Bruker and the Company shall amend Bruker’s employment terms and enter into a new
employment agreement in the form attached hereto as Exhibit 1.5(d)(xi) (the “Bruker Employment Agreement”).


 


(xii) Execution
of Agreements. The agreements and documents attached hereto as Exhibits, shall have been executed and delivered by the applicable
parties thereto


 


(e) It
is agreed that all Annexes and/or Exhibits which are not attached to this Agreement upon signing, shall be completed by the Parties
and be attached hereto until Closing.


 


ARTICLE
II.


INTERIM
PERIOD 


 


2.1 Conduct
of the Company. Except as (i) is expressly contemplated by this Agreement, (ii) may be required by applicable law, or
(iii) may be agreed in advance and in writing, between Buyer and the Representative of the Globisens Shareholders, or, if under
applicable law the decision is taken solely at the Board level, the approval of the directors appointed by Bruker, until the expiration
of the Put Option, the Company shall conduct its business in the ordinary course and, to the extent consistent therewith, shall
use commercially reasonable efforts to preserve intact its business organizations and relationships with customers, suppliers,
legal counsel, distributors, creditors, lessors, unions, employees and business associates in all material respects. Without limiting
the generality of the foregoing, subject to the exceptions set forth in clauses (i) through (iii) above, from the Closing Date
until the earlier of (a) the payment according to the Put Option or (b) the expiration of the Put Option (the “Interim
Period”), without the prior written approval of the Representative, the Company shall not:


 


(a) amend
or otherwise modify its Amended Articles;


 


(b) (i)
redeem, repurchase or otherwise acquire any of its share capital or other securities, (ii) issue, sell, pledge, dispose of or
encumber any share capital, or securities convertible into or exchangeable for any share capital, or (iii) split, combine or reclassify
any of its share capital (iii) register any transfer of the Subject Globisens Shares or new Encumbrance of such Shares (other
than to the benefit of Globisens Shareholders according to the terms of this Agreement);


 


(c) merge
or consolidate with, or acquire all or substantially all of the assets of any business or any corporation, partnership, joint
venture, association or other business organization or division thereof; or effect an acquisition of shares or assets (including
by way of merger) of another company;


 




    	 



    	 



    

 


(d) sell,
lease, license or otherwise distribute or dispose of any material assets or property, except the sale of inventory in the ordinary
course of business;


 


(e) (i)
incur, assume, guarantee or modify any indebtedness for borrowed money in excess of $100,000, individually or in the aggregate,
or (ii) create, incur or suffer to exist any Encumbrance upon any of its assets or properties in excess of $100,000, individually
or in the aggregate, except in the ordinary course of business consistent with past practice;


 


(f) transfer
or license to any third party or otherwise extend, amend or modify any rights to any Company IP, other than non-exclusive licenses
to the extent such licenses are an integral part of the sale of inventory in the ordinary course of business or pursuant to any
Company Contract (that has been made available to Buyer prior to the date hereof);


 


(g) change
the manufacturer/production facility of the Company;


 


(h) increase
the size of the Board or change the composition of the Board;


 


(i) effect
any dissolution, liquidation or other winding up of the Company or the cessation of all or a substantial part of the business
of the Company;


 


(j) except
for a material breach by Bruker of his obligations and agreement under the Bruker Employment Agreement, appoint or remove the
Company’s CEO;


 


(k) change
or and/or effect any deviation therefrom from the 2 year annual operating plan and budget previously furnished by the Company
to the Buyer.


 


(l) declare
or pay any cash dividends or make any cash distributions to its shareholders .


 


2.2 Other
Definitions. Unless otherwise defined in the body of this Agreement, all other capitalized terms shall have the same
meaning as they are defined on Annex I, annexed to this Agreement and made a part hereof.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND BRUKER


 


Each
of the Company and Bruker (collectively, the “Article III Parties”) do hereby jointly and severally make the
following representations and warranties to the Buyer; provided, however, that except for the representations and warranties
set forth in Section 3.1, Section 3.2 and Section 3.3 (all of which shall survive the Closing), all of the other representations
and warranties of the Company and Bruker shall terminate as at the Closing Date and be of no further force or effect. The representations
and warranties of the Company and Bruker contained in Sections 3.1 through 3.3 shall survive Closing indefinitely.


 


3.1 Due
Organization and Qualification. The Company is a corporation, duly organized, validly existing and in good standing under
the laws of the State of Israel and has the power and lawful authority to own, lease and operate its assets, properties and business
and to carry on its Business as now conducted. The Company is qualified to transact business and is in good standing in each jurisdiction
in which the nature of its business or location of its property requires such qualification.


 


3.2 Authority
to Execute and Perform Agreements. The Company has the full legal right and power and all authority and approval required
to enter into, execute and deliver this Agreement and all other “Transaction Documents” and to perform
fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to
which the Company is a party and the consummation by the Selling Parties of the transactions contemplated hereby and thereby have
been duly and validly authorized by all necessary Company’s corporate actions. This Agreement and the Transaction Documents
have all been duly executed and delivered and are the valid and binding obligations of the Article III Parties enforceable against
them in accordance with their terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally
affecting the enforcement of creditors’ rights.



 




    	 



    	 



    

 


3.3 Ownership
of Company Ordinary Shares. 


 


(a) According
to the Capitalization Table attached hereto, the Globisens Shareholders are or until the Closing shall be, the record and beneficial
owner of all and not less than all of the Company Shares; and the Subject Globisens Shares represent and will represent one hundred
percent (100%) of the Fully-Diluted Company Ordinary Shares that is issued or issuable as at the date of this Agreement and will
be issued and outstanding as at the Closing Date.


 


3.4
Tax Matters.


 


(a) All
Tax Returns with respect to the Company that are required to be filed before the Closing Date, have been or will be filed, the
information provided on such Tax Returns is or will be complete and accurate in all material respects, and all Taxes shown to
be due on such Tax Returns have been or will be paid in full, to the extent that a failure to file such Tax Returns or pay such
Taxes, or an inaccuracy in such Tax Returns, could result in the Buyer being liable for such Taxes or could give rise to a Lien
on the Company Ordinary Shares.


 


(b) There
is no pending or, to the Knowledge of the Article III Parties, threatened action, audit, proceeding, or investigation by any taxing
authority with respect to the assessment or collection of Taxes of the Company.


 


(c) The
Company’s tax benefits and terms granted under its tax scheme as a “beneficiary plant” are described in Schedule
3.4.(c) attached hereto.


 


3.5 Compliance
with Laws; Permits.


 


(a) To
the Knowledge of the Article III Parties, the Company has not violated any Laws, which violation has had or is reasonably expected
to have a material adverse effect on the Company. To the Knowledge of the Article III Parties, the Company has not made any illegal
payment to officers or employees of any Governmental or Regulatory Authority, or made any payment to customers for the sharing
of fees or to customers or suppliers for rebating of charges, or engaged in any other reciprocal practices that violate any Laws,
or made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be
made by the Company. The Company is not aware of facts that (with or without notice or lapse of time, or both) could result in
the Company being in violation of any Law.








 


3.6 No
Breach. The Globisens Shareholders’ execution, delivery and performance of this Agreement and the Transaction Documents
and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or otherwise result in
the breach or violation of any of the terms and conditions of, result in a modification of the effect of or constitute (or with
notice or lapse of time or both would constitute) a default under (i) the Company’s Articles of Association ; (ii) to its
knowledge, any Contract to which the Company or the Company Stockholders are a party or by or to which it or any of their assets
are bound or subject; or (iii) to its knowledge, any Permit.


 


3.7 Litigation.
Except as set forth on Schedule 3.7, neither the Company nor, to the Knowledge of the Article III Parties, any of its officers,
directors or employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality (in the case of officers, directors or employees, such as would affect the
Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate.


 


3.8 Employment
Matters. Except as set forth on Schedule 3.8, the Company is not a party to any employment agreement, work-for-hire
agreement or collective bargaining agreement.


 


3.9 Contracts. All
material Contracts binding upon the Company that are set forth on (or required to be set forth on) Schedule 3.9 and on
other Schedules hereto have been delivered or made available to the Buyer (or where a Contract is other than in writing, Schedule
3.9 contains a summary of the material terms of such Contract) .


 


3.10 Title
to Assets. Except as disclosed on Schedule 3.10, the Company owns outright and has good and marketable title
to, or a valid leasehold interest in, all of its assets, free and clear of all Encumbrances. On the Closing Date, all of the assets
and properties of the Company shall be free and clear of all Encumbrances.


 


3.11 Condition
and Sufficiency of Equipment. All of the computers, servers and other equipment used by the Company in the operation
of its Business (the “Equipment”) are in the reasonable judgment of the Company, in good operating condition
and sufficient to enable the Company to conduct its Business as presently conducted.


 




    	 



    	 



    

 


3.12 Third
Party Products. Schedule 3.12 sets forth a true and complete list of all products or services of the Company, which
relate to the Company’s Business, currently being developed, sold or offered for sale by the Company which have been developed
for others by Persons other than the Company (the “Third Party Products”).


 


3.13 Customer
and Supplier Lists.


 


(a) Attached
to Schedule 3.13(a) is a true and correct list of the Key Customers and Key Suppliers as of the date of this Agreement.
Such customer list accurately contains the name and address, contract expiration date for each Key Customer. The Company has not
licensed, sold or granted any rights to any Person to use any of such lists. The supplier list accurately contains the name and
address, contract expiration date for each Key Supplier.


 


(b)
Except as set forth on Schedule 3.13(b), to the Knowledge of the Article III Parties, there has been no written notice
that any material customer or supplier of the Company: (i) intends to terminate its agreements with the Company, or otherwise
modify its relationship with the Company, or (ii) that the acquisition of the Company Ordinary Shares by the Buyer will materially
and adversely affect the relationships of the Buyer (as successor to the Business) with such customers or suppliers.


 


3.14 Operation
of the Business. Except as set forth on Schedule 3.14 in connection with this Agreement or in connection with the
businesses, the Company has not since June 30, 2014:


 


(a) except
for content or Equipment or inventory acquired in the Ordinary Course, made any acquisition of all or any part of the assets,
properties, capital stock or business of any other Persons or made any commitments to do any of the foregoing;


 


(b) except
in the Ordinary Course, made any sale, assignment, transfer or license of any Products;


 


(c) except
in the Ordinary Course, entered into or amended, or agreed to enter into or amend any Contract to which it is a party or to which
it or its assets or properties related to the Company’s Business are bound or subject;


 


(d) Except
as provided otherwise provided in this Agreement, hired, or agreed to hire, any Person to perform material services in connection
with the Company’s Business; entered into or amended, or agreed to enter into or amend, any employment agreement of any
employee; made or agreed to make any material payment or commitment to pay severance or termination pay to any of its officers,
directors, employees, consultants, agents or other representatives;


 


(e) terminated
or agreed to terminate, or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate
or fail to renew, any Contract that is or was material to its assets, properties, business, operations or condition (financial
or otherwise) relating to the Business;


 




    	 



    	 



    

 


(f) suffered
or incurred any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the assets, properties,
business, operations, condition (financial or otherwise) or prospects of the Business;


 


(g) Except
as provided in elsewhere in this Agreement, established or increased any bonus, commission, insurance, retention, deferred compensation,
pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock
awards) or other employee benefit plan or arrangement, increased any salary or otherwise increased the compensation payable to
or to become payable to any Employee;


 


(h) entered
into any employment or severance agreement with any current or former employee providing services with respect to the Business;


 


(i) failed
to make any payment to any creditor as they have become due and payable;


 


3.15 Financial
Statements, Business Plan and Projections. The Company has supplied or will supply the Buyer according to this Agreement
with (i) the unaudited financial statements of the Company, consisting of its balance sheet, statement of operations and statement
of cash flows, as of December 31, 2012 and December 31, 2013, and for the two fiscal years then ended (the “Annual Financial
Statements”) and the unaudited financial statements for the comparative nine month periods ended September 30, 2013
and September 30, 2014 (the “Interim Financial Statements”). The Annual Financial Statements have or when delivered,
will have (i) been prepared in accordance with US GAAP or International Financial Reporting Accounting Standards (“IFRAS”),
(ii) reflect all assets, liabilities and results of operations of the Company as at and for the fiscal periods applicable thereto
as required in accordance with US GAAP or IFRAS. On or before the Closing Date, the Company shall furnish the Buyer with the Required
Financial Statements, as provided elsewhere in this Agreement. The Buyer acknowledges that the Company has furnished to the Buyer
the business plan and projections of the Company for the balance of 2014. In addition to the foregoing the Globisens Shareholders
shall cause the Company to provide the Buyer with the “Required Financial Statements” (herein defined).


 


3.16 Intellectual
Property.


 


(a) Schedule
3.16(a) sets forth, with respect to the Company, a complete and accurate list of all “Intellectual Property” (as
that term is defined on Annex I to this Agreement) which is owned, licensed, leased or otherwise used by the Company.


 


(b) Schedule
3.16(b) sets forth a complete and accurate list of all material agreements to which the Company is a party or otherwise bound
(i) granting or obtaining any right to use or practice any rights under any Intellectual Property or (ii) restricting the rights
of the Company to use any Intellectual Property, including license agreements, development agreements, distribution agreements,
settlement agreements, consent to use agreements, and covenants not to sue (collectively, the “License Agreements”).
The License Agreements are valid and binding obligations of all Parties thereto, enforceable in accordance with their terms, and,
to the Knowledge of the Article III Parties, there exists no event or condition which will result in a violation or breach of,
or constitute (with or without due notice of lapse of time or both) a default by any party under any such License Agreement. The
Company has not licensed or sublicensed its rights in any Intellectual Property other than pursuant to the License Agreements.


 




    	 



    	 



    

 


(c) Except
as set forth on Schedule 3.16:


 


(i) The
Company owns, or has a valid right to use, free and clear of all Encumbrances, all of the Intellectual Property.


 


(ii) The
Intellectual Property owned by the Company, and to the Knowledge of the Article III Parties, any Intellectual Property used by
the Company, is subsisting, in full force and effect, has not been cancelled, expired, or abandoned, and is valid and enforceable.


 


(iii) There
is no pending or, to the Knowledge of the Article III Parties threatened, claim, suit, arbitration or other adversarial Legal
Proceeding before any court, agency, arbitral tribunal, or registration authority in any jurisdiction (A) involving the Intellectual
Property owned by the Company, or, to the Knowledge of the Article III Parties, the Intellectual Property licensed to the Company,
(B) alleging that the activities or the conduct of the Company’s Business do, or will, infringe upon, violate or constitute
the unauthorized use of the intellectual property rights of any third party or (C) challenging the ownership, use, validity, enforceability
or registrability of any Intellectual Property owned by the Company.


 


(iv) To
the Knowledge of the Article III Parties the conduct of its Business does not infringe upon (either directly or indirectly such
as through contributory infringement or inducement to infringe) any intellectual property rights owned or controlled by any third
party. To the Knowledge of the Article III Parties, no third party is misappropriating, infringing, or violating any Intellectual
Property owned or used by the Company and no such claims, suits, arbitration or other adversarial proceedings which have been
brought against any third party by the Company remain unresolved.


 


(v) The
Company has taken all necessary measures to protect the confidentiality of its Trade Secrets, including (i) requiring each individual
person employed by the Company as of the Closing Date to execute an Employee Confidentiality Agreement, the form of which has
been furnished to Buyer. To the knowledge of the Company, no Trade Secrets have been disclosed or authorized to be disclosed to
any third party other than pursuant to a non-disclosure agreement. To the knowledge of the Company, no party to any non-disclosure
agreement relating to its trade secrets is in breach or default thereof.


 


3.17 Full
Disclosure. The Company has made available to Buyer all the information reasonably available to the Company that the Buyer
has requested for deciding whether to acquire the Subject Globisens Shares, all such information has been provided to Buyer’s
satisfaction. To the Knowledge of the Article III Parties, all documents and other papers delivered to the Buyer by or on behalf
of the Company in connection with this Agreement and the transactions contemplated hereby are true, complete and authentic. To
the Knowledge of the Article III Parties, such documents and this Agreement do not contain any untrue statement of a material
fact and do not omit to state any material fact necessary to make the statements made, in the context in which made, not false
or misleading.


 




    	 



    	 



    

 


3.18 No
Broker. Except as set forth on Schedule 3.18 hereto, to the Company’s knowledge no broker, finder, agent
or similar intermediary has acted for or on behalf of the Globisens Shareholders in connection with this Agreement or the transactions
contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or
similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with the Globisens
Shareholders or any action taken by the Globisens Shareholders.


 


ARTICLE
IV.


REPRESENTATIONS
AND WARRANTIES OF THE MINORITY 


GLOBISENS
SHAREHOLDERS 


 


Each
of the Minority Globisens Shareholders severally and not jointly, represents and warrants to the Buyer; which representations
and warranties shall survive the Closing indefinitely:


 


4.1
Due Organization. If it is a corporate entity, it is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its operation and it has the corporate power and lawful authority to own its assets and properties
and to carry on its business as now conducted.


 


4.2 Ownership
of Company Ordinary Shares. 


 


(a) According
to the Capitalization Table attached hereto as Annex A, it is or until the Closing he or it shall be, the record
and beneficial owner of such number of Ordinary Shares as described in the Capitalization Table.


 


(b) All
of the Company Ordinary Shares owned by such Minority Globisens Shareholder are owned free and clear of all Encumbrances and may
be transferred and sold to the Buyer pursuant to this Agreement and the Articles of Association of the Company.



 


4.3 Authority.
If a corporate entity, it has the full corporate power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement and any other Transaction Document to which it
is a party and the consummation by such Minority Globisens Shareholder of the transactions contemplated hereby have been duly
and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of such Minority Globisens
Shareholder is necessary to authorize this Agreement or any Transaction Document to which it is a party or to consummate the transactions
so contemplated.


 




    	 



    	 



    

 


ARTICLE
V.


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


The
Buyer hereby represents and warrants to the Globisens Shareholders and to the Company, as of the date hereof (except as to any
representation or warranty which specifically relates to another date) and as of the Closing Date and until the end of the Put
Option Period, as follows:


 


5.1 Due
Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State
of Nevada, and has the corporate power and lawful authority to own its assets and properties and to carry on its business as now
conducted.


 


5.2 Ownership. Vert
Capital Corp. owns a majority of the outstanding shares of Fully-Diluted Common Stock of the Buyer.


 


5.3 Authority
Relative to this Agreement and Transaction Documents. The Buyer has the full corporate power and authority to execute
and deliver this Agreement and any Ancillary Agreement to which it is a party, and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which it is a party by
the Buyer and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized
by all necessary corporate action, and no other corporate proceedings on the part of the Buyer is necessary to authorize this
Agreement or any Transaction Document to which it is a party or to consummate the transactions so contemplated. This Agreement
and the Transaction Documents to which it is a party have been duly and validly executed and delivered by the Buyer and, assuming
the due authorization, execution and delivery by the Globisens Shareholders and the Company, constitutes a legal, valid, and binding
obligation of the Buyer enforceable against the Buyer in accordance with its terms subject to the effect of applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, and other Laws affecting creditor’s rights generally and
general equitable principles.


 


5.4 Investment
Intent. The Shares to be acquired by the Buyer hereunder will be acquired for investment for the Buyer’s own
account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Buyer
has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement,
the Buyer further represents that the Buyer does not presently have any contract, undertaking, agreement or arrangement with any
Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares to be
acquired hereunder. Buyer has the financial capability to consummate the transactions hereunder and to pay the Globisens Shareholders
the Purchase Price according to the terms of this Agreement.


 


5.5 No
Broker. Except as set forth on Schedule 3.18, no broker, finder, agent or similar intermediary has acted for or
on behalf of the Buyer in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, agent
or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith
based on any agreement, arrangement or understanding with the Buyer or any action taken by the Buyer.


 




    	 



    	 



    

 


5.6 Litigation.
Except as set forth on Schedule 5.6, there are no outstanding Orders against or involving Buyer applicable to the operations
of the Buyer, or the Buyer. Except as set forth on Schedule 5.6, neither of the Buyer is now, nor have either of them been
during the one (1) year prior to the date hereof, a party to or, to Buyer’ Knowledge threatened (in writing) with any Legal
Proceeding applicable to the operations of the Buyer’s business. Except as set forth on Schedule 5.6, there is no
dispute with any Person under contract with Buyer in connection with the operations of the Buyer’s business. In the event
of any legal matter disclosed on Schedule 5.6, none of the legal matters set forth on Schedule 5.6, individually
or together with any other, will result in a Material Adverse Change applicable to the operations of the Buyer’s business
or the Company’s Business. Except as set forth on Schedule 5.6, to Buyer’ Knowledge, there is no fact, event
or circumstance that may give rise to any legal matter that would be required to be set forth on Schedule 5.6 if currently
pending or threatened in writing. There are no legal matters pending or, to Buyer’ Knowledge, threatened in writing that
would give rise to any right of indemnification on the part of any past or present director or officer of the Buyer or the heirs,
executors or administrators of such director or officer against the Buyer or any successor to the Buyer’s business.


 


5.7 Disclosure
of Information; Due Diligence. The Buyer has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the Shares to be acquired hereunder with the Company’s management and has had an
opportunity to review the Company’s facilities. Buyer is knowledgeable with the business of the Compnay and is entering
into this Agreement and purchase the Subject Globisens Shares “As Is”, without any further representation or warranty
on behalf of Company and Globisens Shareholders other than those specifically set forth in this Agreement.. Buyer have been fully
satisfied with the results of its due diligence review of the Company and its assets and found them to its satisfaction and hereby
fully and unconditionally waive any claims, contentions or demands against Selling Parties, Company and Bruker in relation thereto.


 


5.8 Restricted
Securities. The Buyer understands that the Shares to be acquired hereunder have not been, and will not be, registered
under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the intent and the accuracy of the Buyer’s representations as expressed
herein. The Buyer understands that the Shares to be acquired hereunder are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, the Buyer must hold the Shares indefinitely unless they
are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration
and qualification requirements is available. The Buyer further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding
period for the Shares, and on requirements relating to the Company which are outside of the Buyer’s control, and which the
Company is under no obligation and may not be able to satisfy. The Buyer understands that no public market now exists for the
Shares, and that there is no assurance that a public market will ever exist for the Shares.


 




    	 



    	 



    

 


5.9 Accredited
Investor 5.10 . The Buyer is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


5.10 Buyer
Shares. At the Closing, the Buyer shall have delivered to the Globisens Shareholders (or the Common Stock Trustee) good
and exclusive title to, and all rights in connection with, the Buyer Shares, free and clear of any encumbrances or any restrictions
on the right to vote. At the Closing, all Buyer Shares (a) have been duly authorized and validly issued, (b) are fully paid, and
(c) have been issued in full compliance with (i) all applicable laws and the incorporation documents of the Buyer; and (ii) any
pre-emptive rights or other rights to subscribe for or purchase securities of the Buyer. The Buyer Shares are not subject to any
voting agreement, proxies, trusts or other agreement or understandings.


 


5.11 Buyer
Shares Registration. Buyer shall ensure that effective immediately following the commencement of the Put Option Period,
(i) upon the Globisens Shareholders demand, Buyer shall use its reasonably diligent efforts to cause such Buyer Shares to be registered.
The Buyer will not be obligated to effect more than two consummated registrations (other than on Form S-3) under these demand
registration right provisions; (ii) Globisnes Shareholders will have the right to require Buyer to file Registration Statements
of its Common on Form S-3 (or any equivalent successor form); and (iii) the Globisens Shareholders will be entitled to “piggyback”
registration rights on all registration statements of Buyer. All registration expenses (exclusive of underwriting discounts and
commissions), including the fees and expenses of one counsel to represent the holders of Globisens Shareholders, shall be borne
by Buyer. In connection with the foregoing registration, the Buyer and the Globisens Shareholders shall execute and delivery mutual
indemnification agreements in form and content that are acceptable to the parties and typical in connection with the registration
of securities for selling stockholders.


 


ARTICLE
VI.


ADDITIONAL
COVENANTS AND AGREEMENTS


 


6.1 Expenses
of Transaction. Other than with respect to the Globisens Shareholders’ expenses hereunder which shall be borne by
the Company and the Primary Company’s Expenses borne by Buyer, the Parties to this Agreement shall each bear their respective
direct and indirect expenses incurred in connection with the negotiation, due diligence, preparation, execution and performance
of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, whether or not the transactions
contemplated hereby and thereby are consummated, including, but not limited to, all fees and expenses of brokers, agents, representatives,
counsel and accountants.


 


6.2 Certain
Covenants.


 


(a) Non-Compete.
Bruker acknowledges that he has entered into a covenant not to compete with the Company’s Business, all as set forth in
the Bruker Employment Agreement. No other Minority Shareholder of the Company is actively engaged in the management or operation
of the Business of the Company.


 




    	 



    	 



    

 


(b)
Customers of the Business. None of the Parties hereto shall, directly or indirectly, persuade or attempt to persuade any
customer or supplier or prospective customer or supplier of the Company not to hire or do business with the Company or any successor
thereto.


 


(c) Confidential
Information. Each of the Parties hereto shall keep secret and retain in strictest confidence, all confidential matters relating
to the Company, including, but not limited to, “know how”, trade secrets, customer lists, supplier lists, details
of consultant and employment Contracts, pricing policies, operational methods, marketing plans or strategies, product development
techniques or plans, business acquisition plans, technical processes, designs and design projects, processes, inventions, software,
source codes, object codes, systems documentation and research projects and other business affairs related to the Company (collectively
“Confidential Information”), and other than as a result of commercial relations between a Globisens Shareholder
and the Company, shall not disclose them to anyone provided, however, this covenant shall not apply to any information which is
or becomes generally available to the public through no wrongful act of such Party or others. Each Party hereto may disclose Confidential
Information if required to do so in any legally, legal proceedings, subpoena, civil investigative demand or other similar process;
provided, that such Restricted Party (i) provides the Company with prompt notice of such required disclosure so that the Company
may attempt to obtain a protective order, (ii) cooperates with the Company, at the Company’s expense, in obtaining such
protective order, and (iii) only discloses that Confidential Information which it is absolutely required to disclose as advised
by counsel. Any Confidential Information required to be disclosed in any securities filings shall be agreed in advance between
the applicable Parties involved.


 


(d) Rights
and Remedies upon Breach. If a Party breaches, or threatens to commit a breach of, any of the provisions of this Section 6.2,
the other parties shall have the following rights and remedies, each of which rights and remedies shall be independent of the
others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Buyer under law or in equity:


 


(i) Equitable
Remedies. The right and remedy to obtain an injunction against any actual or threatened breach or violation of the covenants
contained in this Section 6.2 and/or the right have the restrictive covenants set forth in this Section 6.2 specifically enforced
by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause
immediate and irreparable injury to the Buyer and that money damages alone may not provide adequate remedy; and


 


(ii) Accounting.
The right and remedy to require a Party to account for and pay over to the Company all payments, profits, monies, accruals, increments
or other benefits derived or received by such Party as the result of any transactions constituting a breach of any of the conditions
and provisions of this Section 6.2


 


(f
) Blue Penciling. If any term or other provision of this Section 6.2 is invalid, illegal, or incapable of being enforced
by any rule of law or public policy, all other conditions and provisions of this Section 6.2 shall nevertheless remain in full
force and effect. Upon determination that any term or other provision is invalid, illegal, or incapable of being enforced, the
Parties hereto shall negotiate in good faith to, or the court making such a determination shall, modify this Section 6.2 so as
to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.


 




    	 



    	 



    

 


6.3 Board
of Directors of the Company. On the Closing Date and subject thereto, the Board of Directors of the Company shall consist
of five (5) individuals three (3) of whom shall be designated by the Buyer, Bruker and one (1) additional individual who shall
be designated by Bruker. In the event of a Buyer Repurchase Failure, the Buyer’s nominated Directors shall immediately discontinue
their services to the Company and terminate their position.


 


6.4 Due
Diligence Investigation. 


 


(a) Between
the date of execution of this Agreement and the Closing Date, the Buyer shall be given an opportunity to conduct a thorough investigation
and analysis of the business, assets, liabilities, financial condition and business prospects of Globisens (the “Due
Diligence Investigation”). In such connection and in order to facilitate such Due Diligence Investigation, Bruker
and other members of Globisens management shall fully cooperate with the Buyer and its representatives, and provide such persons,
during business hours and upon reasonable advance notice, with access to the books and records of Globisens, inspection of its
facilities and permit Buyer and its representatives to interview personnel and other consultants to Globisens.


 


(b) Notwithstanding
anything to the contrary, express or implied, contained in this Agreement, the obligation of the Buyer to consummate the Closing
and purchase the Shares as contemplated herein, shall be subject to Buyer’s completion of its Due Diligence Investigation
until October 31, 2014 (the “Due Diligence Period”) which shall be satisfactory to the Buyer and its representatives,
in the exercise of its and their sole discretion. Until the end of the Due Diligence Period , Buyer will conduct a thorough due
diligence review of the Company and its assets to verify the accuracy and completeness of all representations and warranties made
under Section 3 hereunder. Buyer acknowledges and agrees that upon the end of the Due Diligence Period it shall have verified
the accuracy and completeness of all such representations and warranties and its full and complete satisfaction from the findings
of its review of the Company. Accordingly, effective immediately following the Closing, Buyer releases, and forever discharges
the Company and the Selling Parties, of and from any and all actions, causes of actions claims or demands that may arise in connection
with the accuracy or completeness of any representation or warranty made under Section 3 hereunder, except as otherwise specified
in said Section 3. Neither Buyer nor any party related directly or indirectly to Buyer, shall make any claim (including for Indemnification)
or cause of action against the Company or any Selling Parties or any party related directly or indirectly to any of the Company
or to the Selling Parties, in connection with any representation or warranty or any matter specified thereunder or in connection
with the results of Buyer’s examination and/or review of the Company.  


 




    	 



    	 



    

 


6.5 Further
Assurances. Each of the Parties shall execute such documents and other papers and perform such further acts as may reasonably
be required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each of the Parties shall
use its reasonable efforts to fulfill or obtain the fulfillment of the conditions to the Closing.


 


6.6 Examinations
and Investigations. The Buyer acknowledges that prior to the Closing Date, the Buyer, through its employees and representatives,
will have made such investigations of the Company’s Business and its operation and made examination of the books, records
and financial condition of the Company’s Business as the Buyer reasonably considered necessary. Any such examination will
have been made to Buyer’s full satisfaction.


 


6.7 Access
to Records. Each Party agrees to provide the other party with reasonable access to the books and records of the other
party related to the Business after the Closing Date for the purpose of preparing tax returns, defending claims or other reasonable
business purposes.


 


6.8 Employment
Agreement and Compensation. 


 


(a) On
the Closing Date of the purchase of the Subject Globisens Shares, the Company shall enter into a two (2) year employment agreement
with Bruker, who shall continue to serve as the CEO of the Company, in the form of Exhibit 6.8(a), annexed
hereto and made a part hereof (the “Bruker Employment Agreement”).


 


(b) Such
Employment Agreement shall provide, inter alia, that Bruker will be entitled to receive; (i) a base salary of USD one hundred
and forty thousand dollars ($140,000) per year (the “Base Salary”); (ii) a commission equal to Three
Percent (3%) of Company sales, paid quarterly (“Commission”); and (iii) stock options to purchase a
total amount of One Hundred Fifty Thousand (150,000) shares of common stock of Buyer (the “Incentive Stock Option
Shares”) with a two year vesting period, under which fifty Percent (50%) of the Stock Option Shares shall vest at
the end of each anniversary year of employment. Immediately after Closing and the prior to the issuance of the Incentive
Stock Option Shares Buyer shall cause the Company to adopt an Employees Stock Option Plan, execute option agreement with
Bruker and execute any further action and/or document in accordance with Paragraph 102 to the Israeli Tax Ordinance in order to
enable Bruker, in his capacity as Chief Executive Officer of the Company to receive such Incentive Stock Option Shares which shall
be taxed as capital gain.


 


 6.9 Buyer
IPO. The Buyer shall use its best efforts to consummation the Buyer IPO on the NASDAQ or NYSE: Amex under which it
shall raise an amount enabling the Buyer to finance the Transactions contemplated herein and pay the full Purchase Price by not
later than March 31, 2015, and shall pay all costs and expenses associated therewith. In such connection, Bruker and the Company
shall fully cooperate with Buyer and furnish to the Buyer and its counsel all information reasonably requested by Buyer and its
counsel as shall be required in connection with a United States public offering of securities, including such information concerning
the Company and its executive officers and management that is to be included in the Registration Statement and related prospectus
relating to such Buyer IPO. None of the Globisens Shareholders shall be liable to any representation, warranty or any other information
set forth in any registration statement being published by the Buyer in connection with the Buyer IPO process. However, prior
to filing any Registration Statement or amendment with the SEC, the Buyer shall submit drafts of such document to the Company
for its review and approval and such representation, warranty or any other information as it relates to Globisens and the Buyer
Share ownership shall be approved by the CEO of the Company as such.


 




    	 



    	 



    

 


INDEMNIFICATION


 


6.9 Survival.
Except as otherwise expressly provided in this Agreement, all of the representations and warranties of Globisens and Bruker
shall terminate as at the Closing Date and shall thereafter be of no further force or effect. The remaining representations
of any of the Selling Parties shall survive the execution and delivery hereof and the Closing indefinitely. The foregoing shall
not apply to any intentional material misrepresentation of which the Selling Party making such representation had knowledge prior
to the Closing Date and which constitutes or is tantamount to fraud. Except for the representations and warranties set forth in
Sections 5.1, 5.2 and 5.3, which shall survive indefinitely, all of the representations and warranties of the Buyer shall survive
the execution and delivery hereof until immediately following the execution of the Put Option by Selling Parties.. All covenants
and agreements respectively made by the Selling Parties and the Buyer in this Agreement to be performed after the Closing Date
shall survive the Closing and will remain in full force and effect thereafter until (i) in the case of all covenants and agreements
that have specified terms or periods, until the expiration of the terms or periods specified therein; and (ii) in the case of
all other covenants and agreements that do not have specified terms or periods, until the fulfillment thereof.


 


6.10 Obligation
of Selling Parties to Indemnify. Subject at all times to the provisions of Sections 7.1 and 7.6 of this Agreement,
from and after the Closing Date, the Selling Parties shall severally and not jointly, indemnify, defend and hold harmless the
Buyer and its directors, officers, employees, Affiliates and assigns (each, a “Buyer Indemnified Party”; notwithstanding
the aforesaid, it is agreed, that Vert shall not be a Buyer Indemnified Party) from and against any losses, liabilities, damages
(including incidental and consequential damages), deficiencies, costs, expenses (including interest, penalties and reasonable
attorneys’ fees and disbursements) or diminution of value (collectively, “Losses”) sustained or incurred
by such Buyer Indemnified Party relating to, caused by or resulting from:


 


(a) to
the extent applicable, any breach of any representation or warranty of the Selling Parties contained in this Agreement; or


 


(b) any
breach of, or failure to satisfy, any material covenant or obligation of the Selling Parties in this Agreement.


 


For
the avoidance of any doubt, Selling Party’s obligation to indemnify Buyer Indemnified Party under this Section 7 shall only
be made with respect to claims or actions or proceedings made only in Israel, according to Israeli law.


 




    	 



    	 



    

 


6.11 Obligation
of Buyer to Indemnify. From and after the Closing Date, the Buyer shall indemnify, defend and hold harmless the Company,
the Globisens Shareholders and Selling Parties’ directors, officers, employees, Affiliates and assigns (each, a “Globisens
Shareholders Indemnified Party”) from and against any Losses, liabilities, damages (including incidental and consequential
damages), deficiencies, costs, expenses (including interest, penalties and reasonable attorneys’ fees and disbursements)
or diminution of value sustained or incurred by such Globisens Shareholders Indemnified Party relating to, caused by or resulting
from:


 


(a) any
misrepresentation or breach of warranty of the Buyer contained in this Agreement, contained herein or in any certificate, schedule,
document, or other writing delivered by the Buyer pursuant to this Agreement; or


 


(b) any
breach of, or failure to satisfy, any material covenant, term, condition or obligation of the Buyer in this Agreement or on any
other certificate, document, writing or instrument delivered by the Buyer pursuant to this Agreement


 


6.12 Notice
of Third Party Claims to Indemnifying Party. If any Party (the “Indemnitee”) receives
notice of any claim or the commencement of any action or proceeding from a Person not a party to this Agreement with respect to
which another Party (or Parties) to this Agreement is obligated to provide indemnification (the “Indemnifying Party”)
pursuant to Section 7.2 or Section 7.3, the Indemnitee shall promptly give the Indemnifying Party notice thereof.
Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the Loss that
has been or may be sustained by the Indemnitee. The Indemnifying Party may elect to compromise or defend, at such Indemnifying
Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted Liability
of the Indemnitee. The failure to provide such notice will not affect any rights hereunder except to the extent the Indemnifying
Party is materially prejudiced thereby. If the Indemnifying Party elects to compromise or defend such asserted Liability, it shall
within thirty (30) days (or sooner, if the nature of the asserted Liability so requires) notify the Indemnitee of its intent to
do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against,
any such asserted Liability. In such case the Indemnitee may participate, at its own expense, in such defense. In the event that
the Indemnitee determines in good faith that a conflict of interest exists or that there are defenses, claims or counterclaims
available to the Indemnitee that are not available to the Indemnifying Party, then the Indemnitee shall have the option of obtaining
its own counsel for such claim at the Indemnifying Party’s cost and expense. If the Indemnifying Party elects not to compromise
or defend against the asserted Liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee
may at the Indemnifying Party’s expense, pay, compromise or defend such asserted Liability. Notwithstanding the foregoing,
neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided,
however, that consent to settlement or compromise shall not be unreasonably withheld provided, further, that
no Indemnitee shall be required to consent to, and neither the Indemnifying Party nor the Indemnitee shall settle or compromise,
any claim in any manner that, in the reasonable judgment of the Indemnitee or its counsel, will materially adversely affect the
Indemnitee other than as a result of money damages or other money payments that are fully paid by the Indemnifying Party. If the
Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records
or other documents within its control that are necessary or appropriate for such defense.


 




    	 



    	 



    

 


6.13 Notice
of Claims. In the case of a claim for indemnification hereunder that is not a third party claim covered by Section
7.4 hereof, upon determination by an Indemnitee that it is entitled to indemnification, the Indemnitee shall deliver notice
of such claim to the Indemnifying Party, setting forth in reasonable detail the basis of such claim for indemnification (the “Indemnification
Notice”). Upon the Indemnification Notice having been given to the Indemnifying Party, the Indemnifying Party shall
have thirty (30) days in which to notify the Indemnitee in writing (the “Dispute Notice”) that the amount of
the claim for indemnification is in dispute, setting forth in reasonable detail the basis of such dispute. In the event that a
Dispute Notice is not given to the Indemnitee within the required thirty (30) days, the Indemnifying Party shall be obligated
to pay the Indemnitee the amount set forth in the Indemnification Notice within sixty (60) days after the date that the Indemnification
Notice had been given to the Indemnifying Party. In the event that a Dispute Notice is timely given to an Indemnitee, the Parties
hereto shall have thirty (30) days to resolve any such dispute. In the event that such dispute is not resolved by such Parties
within such period, the Parties shall have the right to pursue all available remedies to resolve such dispute.


 


7.6.
Limitations on Indemnity Obligations. Indemnification under this Article VII shall be the sole and exclusive remedy
for the matters listed in Sections 7.2 and 7.3, except in the case of fraud, willful misconduct or intentional misrepresentation.
There shall be no recovery for claims under Sections 7.2(a) or 7.3(a) (except in the case of fraud, willful misconduct
or intentional misrepresentation) unless and until the aggregate amount of Losses of the Indemnitee that may be claimed thereunder
exceeds USD Twelve Thousand Five Hundred Dollars (USD $12,500.00) (the “Threshold”), and once such Threshold
has been reached, the Indemnifying Parties shall be liable to the Indemnitees only for the amount of Losses in excess of the Threshold.
The maximum recovery for claims by the Buyer under Section 7.2(a) or by the Selling Parties under Section 7.3(a)
(except, in either case, in the case of fraud, willful misconduct or intentional misrepresentation) shall be limited USD Five
Hundred Thousand Dollars (USD $500,000) (the “Indemnity Cap”).


 


For
the avoidance of any doubt, any claim made against Buyer as a result of their breach of their commitment to pay the Globisens
Shareholders the Purchase Note, or any part thereof, shall not be limited by the terms of Section 7 whatsoever.


 


ARTICLE
VII.


GENERAL
PROVISIONS


 


7.1 Publicity.
No publicity release or announcement concerning this Agreement, the Transaction Documents or the transactions contemplated hereby
and thereby shall be issued without advance approval of the form and substance thereof by the Selling Parties and the Buyer, except
as may otherwise be required by Law (in which case the party making such release or announcement will provide concurrent or, if
practicable, prior notice to the other Parties hereto).


 




    	 



    	 



    

 


7.2 Termination. This
Agreement may be terminated at any time prior to the Closing:


 


(a)
by either the Globisens Shareholders (by notice from the Representative) or the Buyer if the Closing shall not have occurred by
the Outside Closing Date;


 


(b) by
the Buyer, upon a material breach of any representation or warranty of the Globisens Shareholders set forth in this Agreement,
or if any representation or warranty of the Globisens Shareholders shall have become untrue prior to the Closing Date resulting
in a breach of one of the conditions to the Closing;


 


(c)
by the Globisens Shareholders, upon a material breach of any representation or warranty of the Buyer set forth in this Agreement,
or if any representation or warranty of the Buyer shall have become untrue prior to the Closing Date resulting in a breach of
one of the conditions to closing; or


 


(d) by
the mutual written consent of the Globisens Shareholders (by notice from the Representative) and the Buyer.


 


If
this Agreement is terminated pursuant to Section 8.2(a) or Section 8.2(d) above or by the GlobisenS
Shareholders’ Representative as a result of the Buyer’s failure to make timely payment of the Purchase Price,
this Agreement shall become null and void, and none of the Parties hereto shall have any further liability hereunder or in
connection with any other Transaction Document. It is also agreed that the Primary Company’s Expenses paid by
Buyer to the Company shall be returned to Buyer only upon and following the Closing Date and consummation of the Buyer IPO
and the transaction hereunder. Notices. All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made on (i) delivery thereof, if by hand; (ii) upon
receipt, if sent by mail (registered or certified mail, postage prepaid, return receipt requested); (iii) on the second
Business Day following deposit, if sent by a recognized overnight delivery service; or (iv) upon transmission, if sent by
facsimile transmission (in each case with receipt verified by electronic confirmation), in each case as follows:


 


	(i)
                                         if to the Buyer, to:
	 	(ii)
    if to the Globisens Shareholders, to:

	 	 	
	Logical
    Choice Corporation	 	Globisens
    Ltd.,
	c/o
    Vert Capital Corp.	 	94
    Derekh Em Hamoshavot, Petah Tikva
	10951
    W. Pico Blvd	 	4970602,
    Israel
	Suite
    204	 	Attn:
    Dovi Bruker
	Los
    Angeles, CA 90064	 	Chief
    Executive Officer
	Telephone:
    (310) 785-6600 	 	Telephone:
	Facsimile
    No.: (310) 785-66164	 	Office:
	Email:
    michael@vertcapital.com	 	Facsimile:
    
		 	Email:
	 	 	 
	with
    a copy to:	 	with
    a copy to:
	 	 	 
	Hunter
    Taubman Weiss LLP	 	Arad
    & Co., Law Offices
	Attn:
    Stephen A. Weiss	 	Lior
    Kwitner, Esq.
	575
    Lexington Avenue, Suite 4027	 	1
    Kermenitzki St., Tel-Aviv 67899,
	New
    York, NY 10022	 	Israel
	Telephone:
    (212) 600-2284	 	Tel.
    +972-3-6246888
	Cell
    phone: (917) 797-0015	 	Fax.
    +972-3-6246999
	Email:
    sweiss@htwlaw.com	 	E-Mail:
    lior@arad-law.com


 




    	 



    	 



    

 


provided,
that each party hereto shall promptly notify the other Parties hereto of any change in its contact information, which revised
contact information shall thereafter be for purposes of this Section 7.2 until further revised.


 


7.3 Entire
Agreement. This Agreement (including the Exhibits and Schedules hereto) and the Transaction Documents contain the entire
agreement among the Parties with respect to the purchase of the Company Ordinary Shares and related transactions and supersede
all prior agreements, written or oral, with respect thereto.


 


7.4 Waivers
and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the Parties hereto or, in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single
or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive
of any rights or remedies which any party may otherwise have at law or in equity.


 


7.5 Exhibits,
Schedules and Annexes. The Exhibits, Schedules and Annexes to this Agreement are a part of this Agreement as if set forth
in full herein. When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an
Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.


 


7.6 Headings.
The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.


 


7.7 Counterparts.
This Agreement may be executed in one or more original or facsimile counterparts, and by the different Parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one
and the same agreement.


 


7.8 Construction
and Interpretation. The Parties acknowledge and agree that this Agreement has been freely negotiated and shall be deemed
to have been drafted by the Parties jointly. Accordingly, no court should construe any provision for or against any party as a
result of such party being involved in the drafting of this Agreement.


 


7.9 Assignment.
No party may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without
the prior written consent of the other Parties to this Agreement;.


 




    	 



    	 



    

 


7.10 Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except as
otherwise expressly provided herein, nothing contained in this Agreement, express or implied, is intended to or shall confer upon
any other Person any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


 


7.11 Severability.
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon determination
that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good
faith to, or the court making such a determination shall, modify this Agreement so as to effect the original intent of the Parties
as closely as possible in an acceptable manner to the effect that the transactions contemplated hereby are fulfilled to the extent
possible.


 


7.12 Governing
Law; Forum. This Agreement and shall be governed by the laws of the State of Israel. The Parties hereto do hereby consent
and submit to the exclusive venue and jurisdiction of the State of Israel, the Courts residing in Tel Aviv- Jaffa as the sole
and exclusive forum for such matters of disputes, and further agree that, in the event of any action or suit as to any matters
of dispute among the Parties, service of process may be made upon the other party by mailing a copy of the summons and/or complaint
to the other party at the address set forth herein.


 


[Remainder
of page left blank intentionally; Signature page to follow]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement on the date first above
written.


 


	Buyer:	LOGICAL CHOICE CORPORATION
	 	 	 
	 	By:	/s/
    Mark Elliott
	 	Name:	Mark
    Elliott
	 	Title:	Chief
    Executive Officer
	 	 	 
	Globisens
    Shareholders:	 	 
	 	 	 
	 	 	/s/
    Dovi Bruker
	 	 	DOVI
    BRUKER
	 	 	 
	 	 	/s/
    Benjamin Kaufman
	 	 	BENJAMIN
    KAUFMAN
	 	 	 
	 	 	/s/
    Alejandro Jose Merikanskas Halpern
	 	 	ALEJANDRO
    JOSE MERIKANSKAS HALPERN
	 	 	 
	 	 	/s/
    Arturo Leon Merikanskanskas Halpern
	 	 	ARTURO
    LEON MERIKANSKANSKAS HALPERN
	 	 	 
	 	 	/s/
    Judith Anat Herzog
	 	 	JUDITH
    ANAT HERZOG
	 	 	 
	The
    Company:	GLOBISENS LTD.
	 	 	 
	 	By:	/s/
    Dovi Bruker
	 	Name:	Dovi
    Bruker
	 	Title:	CEO


 




    	 



    	 



    

 


List
of Exhibits and Annexes [to be completed until Closing]


 


	Exhibit
    1.4(b) 	Trustee
    Instructions Agreement	 
	Exhibit
    6.8	Form
    of Employment Agreement	 
	Annex
    A	Capitalization
    Table	 
	Annex
    I	Definitions	 


 


Stock
Purchase Agreement


List
of Exhibits


 




    	 



    	 



    

 


Execution
Copy


 


ANNEX
A


 


GLOBISENS
CAPITALIZATION


 


	At
    Closing with LLC
	Name	 	Title	 	Stock
    	 	%
	Dov
    Bruker	 	Founder
    and CEO	 	8,693	 	62.54%
	Alejandro
    Merikanskas	 	Lender	 	1,005	 	7.23%
	Artoro
    Merikanskas	 	Lender	 	1,005	 	7.23%
	Ben
    Kaufmann	 	Lender	 	2,780	 	20.00%
	Judith
    Herzog	 	Investor	 	 417	 	3.00%
	 	 	 	 	 	 	 
	Total	 	 	 	13,901	 	100.00%


 




    	 



    	 



    

 


Annex
I


 


Definitions


 


(a) Defined
Terms


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls,
or is controlled by, or is under Ordinary control with, such Person. The Stockholder is an Affiliate of the Company.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which commercial banks in Los Angeles, California and Tel
Aviv, Israel are open for the general transaction of business. 


 


“Contract”
means any contract, agreement, license, indenture, note, bond, loan, instrument, lease, commitment, work order, task order, purchase
order, statement of work, understanding or other arrangement, whether, express or implied, written or oral.


 


“control”
(including, with correlative meanings, the terms “controlled by” and “under Ordinary control with”), as
applied to any Person, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.


 


“Dollar”,
“USD” or “$” means United States dollars.


 


“Encumbrances”
means any mortgage, pledge, security interest, encumbrance, lien, claim, option, easement, deed of trust, right-of-way, encroachment,
restriction on transfer (such as a right of first refusal or other similar rights, defect of title or charge of any kind, whether
voluntary or involuntary, on any of the assets, properties or securities of the Company, including any conditional sale or other
title retention agreement, any lease in the nature thereof and the filing of, or agreement to give, any financing statement under
the Uniform Commercial Code of any jurisdiction.


 


“GAAP”
shall mean generally accepted accounting principles as are in effect from time to time applied on a consistent basis both as to
classification of items and amounts.


 


“Governmental
or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, bureau, board, commission, department,
official, regulator, quasi-governmental authority, or other instrumentality of the State of Israel.


 


“Infras”
shall mean international financial reporting accounting standards as are in effect from time to time applied on a consistent basis
both as to classification of items and amounts.


 


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Purchase Agreement


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“Intellectual
Property” shall mean all of the following items, along with all income, royalties, damages and payments due or payable
at the Closing or thereafter, including damages and payments for past, present or future infringements or misappropriations thereof,
the right to sue and recover for past infringements or misappropriations thereof and any and all corresponding rights or interests
that, now or hereafter, may be secured throughout the world: (i) patents, patent applications, patent disclosures and inventions
(whether or not patentable and whether or not reduced to practice) and any reissue, continuation, continuation-in-part, division,
revision, extension or reexamination thereof; (ii) trademarks, service marks, trade dress, logos, trade names, together with all
translations, adaptations, derivations, and combinations, including all goodwill associated therewith; (iii) copyrights, registered
or unregistered and copyrightable works; (iv) domain names; (v) mask works; (vi) all registrations, applications and renewals
for any of the foregoing; (vii) trade secrets, (viii) computer software and software systems (including data compilations, databases
and related documentation); (ix) rights of publicity, persona rights or other rights to use indicia of any Person’s personality;
(x) licenses or other agreements to or from third Parties regarding the foregoing; and (xi) all copies and tangible embodiments
of the foregoing (in whatever form or medium).


 


“Key
Customers” mean the 10 largest customers of the Business by Dollar value.


 


“Key
Suppliers” mean the 10 largest suppliers of the Business by Dollar value.


 


“Knowledge”
means the actual knowledge of the Globisens Shareholders or any executive officer or director of the Company, Vert or the Buyer,
as applicable, after due inquiry.


 


“Laws”
(or “Law” where the context requires) shall mean applicable international, multinational, national,
foreign, federal, state, municipal, local (or other political subdivision) or administrative law, constitution, statute, code,
ordinance, rule, regulation, requirement, standard, policy, or guidance having the force of law, treaty, judgment, order, injunction,
award and decree of any kind of nature whatsoever including any judgment or principle of Ordinary law.


 


“Legal
Proceeding” means any action, suit, litigation, investigation or judicial, administrative or arbitration inquiry
or proceeding.


 


“Liability”
means any liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, (whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether secured or unsecured, whether liquidated or unliquidated,
and whether due or to become due), including any liability for Taxes, other governmental charges or lawsuits brought, whether
or not of a kind required by GAAP to be set forth on a financial statement.


 


“Licenses”
means all licenses, sublicenses, concessions and other agreements, including all amendments, extensions, renewals, guaranties
and other agreements with respect thereto, pursuant to which the Globisens Shareholders or any Affiliate of the Globisens Shareholders
have licensed any Purchased Asset, including any Intellectual Property.


 


“Material
Adverse Change” means a material and adverse change in (or effect on) the financial condition, properties, assets,
liabilities, rights, obligations, operations or business, of a Person and its Subsidiaries taken as a whole.


 


“Material
Contract” means each Contract to which the Company is a party which requires the payment during the term thereof
in excess of $25,000.


 


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Purchase Agreement


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“Order”
means any enforceable award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered
by any court, administrative agency, other Governmental or Regulatory Authority or by any arbitrator.


 


“Ordinary
Course” means, with respect to any Person, in the ordinary course of that Person’s business consistent with
past practice, including as to the quantity, quality and frequency.


 


“Permits”
means permits, certificates, licenses, orders, franchises, authorizations and approvals issued or granted by Governmental or Regulatory
Authorities.


 


“Person”
shall mean any person or entity, whether an individual, trustee, corporation, corporate, general partnership, limited partnership,
trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority or any similar
entity.


 


“Tax
Returns” shall mean all returns, declarations, reports, claims for refund, forms, estimates, information returns
and statements required to be filed in respect of any Taxes to be supplied to a taxing authority in connection with any Taxes,
including any schedule or attachment thereto, and including any amendment thereof.


 


“Taxes”
(or “Tax” where the context requires) means all federal, state, county, local, foreign and other taxes
imposed under the laws of the State of Israel (including, without limitation, income, profits, windfall profits, environmental
premium, disability, registration, license, alternative or add-on minimum, stamp, value added, goods and services, estimated,
excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding,
employment, social security, unemployment compensation, payroll-related and property taxes, import duties and other governmental
charges and assessments, including any Liability of the Company or the Globisens Shareholders, and including deficiencies, interest,
additions to tax or interest and penalties with respect thereto relating to the assets, business or property of the Company with
respect to any period prior to the Closing Date or arising out of the transaction contemplated hereby.


 


“Transaction
Documents” shall mean the collective reference to this Agreement, all Exhibits to this Agreement and all other certificates
and instruments to be executed and delivered by the Parties on the Closing Date, including, without limitation, the Subject Globisens
Shares, the Purchase Note, the Security Agreement, the Pledge and Trust Agreement, and the Employment Agreement.


 


(b) For
the purposes of this Agreement, except to the extent that the context otherwise requires:


 


(i) whenever
the words “include,” “includes” or “including” (or similar terms) are used in this Agreement,
they are deemed to be followed by the words “without limitation”;


 


(ii) the
words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement,
refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


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Purchase Agreement


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(iii) all
terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant
hereto, unless otherwise defined therein;


 


(iv) the
definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;


 


(v) if
any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall
be taken on the next Business Day following such day;


 


(vi) references
to a Person are also to its permitted successors and assigns; and


 


(vii) the
use of “or” is not intended to be exclusive unless expressly indicated otherwise.


 


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Purchase Agreement


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Exhibit
1.4 (b)


Trustee
Instructions


 


To:



Arad&Co. Trust Ltd. 


Attn: Lior Kwintner, Esq 


1 Kermenitzki St. 





	Tel-Aviv 6789901		Date:
                                         _________



Israel




 


Re:
Trustee Instructions Agreement


 


	1.	Capitalized terms used in this
                                                                                                                                            Exhibit 1.4(b) shall have the meaning ascribed to them in the Stock Purchase Agreement (the “Agreement”),
                                                                                                                                            dated October 31, 2014 as amended, to which this Trustee Instructions Agreement is annexed.



 


	2.	We, the undersigned, the Buyer and the
                                                                                                                                            Selling Parties hereby nominate you, Arad&Co. Trust Ltd. from1 Kermenitzki St., Tel-Aviv 6789901, Israel, as our
                                                                                                                                            Trustee (the “Trustee” as defined in the Agreement) and irrevocably instruct you as
                                                                                                                                            follows:



 


	 	2.1.	Immediately prior to Closing you
                                                                                                                    shall receive from the Globisens Shareholders, on Buyer’s behalf, certificates evidencing 100% of the Subject Globisens
                                                                                                                    Shares (the “Sellers’ Certificates”), purchased by the Buyer, accompanied by transfer deeds
                                                                                                                    executed by Sellers (“Sellers’ Transfer Deeds”) effecting the transfer of all of the Subject
                                                                                                                    Globisens Shares to the Buyer.



 


	 	2.2.	At
                                         Closing following receipt of the Sellers’ Certificates and following execution
                                         by Buyer of the Sellers’ Transfer Deeds (as Transferee) and the receipt by you
                                         of such executed Transfer Deed, you shall cancel the Sellers’ Certificates and
                                         instruct the Company in writing to register all of the Subject Globisens Shares in Buyer’s
                                         name. At such time, the Company shall deliver to you a new certificate evidencing the
                                         Subject Globisens Shares (“Buyer’s Certificate”) pursuant
                                         to the Agreement. Thereupon, you shall send by fax or email to Buyer’s counsel,
                                         Loeb & Loeb LLP, 345 Park Avenue, New York NY 10154, ATTN: David C. Fischer, dfischer@loeb.com,
                                         Fax: 212-214-0686, and ATTN: Tahra Wright, twright@loeb.com, 212-407-4990, copies
                                         of both sides of the canceled Sellers’ Certificates, the executed Sellers’
                                         Transfer Deeds, and both sides of the Buyer’s Certificate, under cover of a certification
                                         of your compliance with these instructions.



 


	 	2.2.1.	At the Closing you shall receive
from Buyer transfer deeds to be made for each Globisens Shareholder according to their Pro Rata Entitlement, signed by the Buyer
and attached hereto as Exhibit 2.2.1 (the “New Transfer Deeds”). You shall hold the New Transfer
Deeds and the Buyer’s Certificate in a safe deposit box.



 


	 	2.2.2.	As long as no Buyer Repurchase Failure
                                                                                                                                                has occurred, Buyer shall be entitled to vote the Subject Globisens Shares, and subject to the provisions of the
                                                                                                                                                Share Purchase Agreement, exercise all rights as owner of the Subject Globisens Shares.



 


	 	2.3.	Subject to Sections 2.4 or 2.5, at the
                                                                                                                  close of business on the day before the end of the ‘Put Option Period’, you shall send to Buyer the
                                                                                                                  Buyer’s Certificate and New Transfer Deeds given to you in accordance to Section 2.1. above by recognized international
                                                                                                                  courier for quickest delivery.



 




    	 



    	 



    



 


	 	2.4.	In the event that During the
                                                                                                                                              Interim Period you receive a written notice from the Representative certifying (i) that a Buyer Repurchase Failure has
                                                                                                                                              occurred and (ii) the Put Option exercise price and number of shares to be sold pursuant thereto and in reasonable detail the
                                                                                                                                              calculation of such amounts pursuant to Section 2.4(c) of the Agreement, you shall immediately provide copies of the notice
                                                                                                                                              to Buyer and to Buyer’s counsel, per above. Thereafter, subject to the next sentence, we instruct you to return and
                                                                                                                                              transfer all Subject Globisens Shares to the Globisens Shareholders, according to their Pro Rata Entitlement and to fill in
                                                                                                                                              all necessary blanks in the New Transfer Deeds signed by Buyer and take all other necessary action in order to facilitate
                                                                                                                                              such transfer, as shall be indicated by Representative notice. If, within 20 business days after your delivery to Buyer and
                                                                                                                                              its counsel of copies of the Representative’s notice, you receive (i) from Buyer a written proof of payment (to be also
                                                                                                                                              sent by Buyer to the Representative) evidencing that the Globisens Shareholders have been fully paid the amount set forth in
                                                                                                                                              the written notice, net of any unrecovered amounts paid by Company to you under Section 13, or (ii) a court order from a
                                                                                                                                              court in Israel that enjoins (temporarily or otherwise) your delivery of the Subject Globisens Shares pursuant to the
                                                                                                                                              preceding sentence, you shall not deliver the Subject Globisens Shares but shall continue to hold them, as Trustee hereunder,
                                                                                                                                              and dispose of them pursuant only to a final, non-appealable order of a court in Israel or according to Section
                                                                                                                                              2.5.



 


	 	2.5.	Notwithstanding anything to
the contrary, in all events when you shall receive written instructions signed by both Buyer and the Representative instructing
you regarding disposition of the Buyer’s Certificate and New Transfer Deed or otherwise relating to your duties stipulated
under this Trustee Instructions Agreement, you shall comply with such instructions.



 


	 	2.6.	You shall do all such acts and sign
                                                                                                                   any documents, notice, permits or agreements as may be required in connection with this Trustee Instructions Agreement,
                                                                                                                   according to reasonable written instructions received from both Representative and the Buyer as evidenced in
                                                                                                                   writing.



 


	 	2.7.	You shall deliver the
                                                                                                                                              Buyer’s Certificate and New Transfer Deeds and give all notices or copies of notices to Buyer at the following address
                                                                                                                                              or any other address as to which Buyer notifies you: Boxlight Corporation, 1045 Progress Circle, Lawrenceville GA 30043,
                                                                                                                                              ATTN: Mark Elliott, President, mark.elliott@boxlight.com



 


	3.	It is clarified that upon
                                                                                                                                            disposition of the Buyer’s Certificate in accordance with the foregoing, you will no longer act as a Trustee according
                                                                                                                                            to this Trustee Instructions Agreement and accordingly you will be released from any of your duties and /or obligation as a
                                                                                                                                            Trustee.



 




    	 



    	 



    



 


	4.	Any date mentioned in this
                                                                                                                                            Trustee Instructions Agreement shall also mean any other date agreed to by the undersigned and notified to you in a document
                                                                                                                                            duly signed by the undersigned.



 


	5.	You may act in reliance upon
                                                                                                                                           any signature reasonably believed by you to be genuine, and may assume that any person who has been designated by the Parties
                                                                                                                                           to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been
                                                                                                                                           duly authorized to do so. You shall have no duty to make inquiry as to the genuineness, accuracy or validity of any
                                                                                                                                           statements or instructions or any signatures on statements or instructions that you reasonably believe to be genuine. The
                                                                                                                                           names and true signatures of the individual signing this Agreement on behalf of the Parties or their designees of which you
                                                                                                                                           have been notified in writing are hereby deemed by each of the Parties to be the persons authorized to sign this Trustee
                                                                                                                                           Instructions Agreement and provide the above instructions to you.



 


	6.	You shall not be liable for
                                                                                                                                            any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless you caused by willful
                                                                                                                                            misconduct or gross negligence.



 


	7.	Buyer and each of the Globisens
                                                                                                                                           Sellers hereby undertakes jointly and severally, within 7 days from the date of receipt of a written notice from you, to
                                                                                                                                           fully indemnify and hold you harmless from and against any and all claims, losses, costs, liabilities, damages, suits,
                                                                                                                                           demands, judgments or expenses (including but not limited to attorney’s fees) claimed against or incurred by you
                                                                                                                                           arising out of or related, directly or indirectly, to this Trustee Instructions Agreement unless caused by your gross
                                                                                                                                           negligence or willful misconduct. The Buyer agrees, to pay or reimburse you upon request for any transfer taxes or other
                                                                                                                                           taxes relating to this Trustee Instructions Agreement incurred in connection herewith and shall indemnify and hold you
                                                                                                                                           harmless with respect to any amounts that it is obligated to pay in the way of such taxes. You shall not incur any liability
                                                                                                                                           for performing or not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any
                                                                                                                                           occurrence beyond your control. The terms of this paragraph shall survive termination of this Trustee Instructions
                                                                                                                                           Agreement.



 


	8.	Other than your obligation
                                                                                                               under Section 2 above, you shall have no duty, responsibility or obligation to interpret or enforce the terms of any
                                                                                                               agreement other than the obligations hereunder; it is being agreed that your sole duties and responsibilities shall be to the
                                                                                                               extent not prohibited by applicable law.



 


	9.	You shall be obligated to perform only
                                                                                                                                               such duties as are expressly set forth in this Trustee Instructions Agreement. No implied covenants or obligations shall be
                                                                                                                                               inferred from this Trustee Instructions Agreement against you, nor you shall be bound by the provisions of any agreement
                                                                                                                                               by the Parties beyond the specific terms hereof.



 


	10.	You are acting under this
                                                                                                                                             Trustee Instructions Agreement as a Trustee only. No term or provision of this Trustee Instructions Agreement is intended to
                                                                                                                                             create, nor shall any such term or provision be deemed to have created, any trust, joint venture, or debtor/creditor
                                                                                                                                             relationship between or among you and any of the Parties to this Trustee Instructions Agreement.



 




    	 



    	 



    



 


	11.	In no event shall you be liable
for any lost profits, lost savings or other special, exemplary, consequential or incidental damages even if you have been advised
of the likelihood of such loss or damage, unless resulting from your willful misconduct or gross negligence.



 


	12.	The parties understand and agree that,
                                                                                                                                             notwithstanding the duties of the Trustee hereunder Adv. Lior Kwintner, from Arad & Co. Law Offices and any of its
                                                                                                                                             partners, associates or other legal professionals, may serve as legal counsel for any of the Selling Parties and/or the
                                                                                                                                             Company, and accordingly, neither the services of the Trustee under this Trustee Instructions Agreement nor any provision of
                                                                                                                                             this Trustee Instructions Agreement, either express or implied, shall restrict or inhibit Arad & Co. Law Offices and any
                                                                                                                                             of its partners, associates or other legal professionals, in any way from representing Globisens and Globisens Shareholders
                                                                                                                                             in any action, dispute, controversy, arbitration, suit or negotiation, including, but not limited to, any such actions,
                                                                                                                                             dispute, controversy, arbitration, suit or negotiation arising with respect to this Trustee Instructions Agreement and/or the
                                                                                                                                             Agreement in any manner or context.



 


	13.	In consideration for you acting as
                                                                                                                                             Trustee according to the terms of the Agreement and this Trustee Instructions Agreement, as of the Closing Date and until
                                                                                                                                             the end of the term of this Trustee Instructions Agreement, the Globisens Shareholders shall procure the payment to you or
                                                                                                                                             according to your instruction, of a monthly fee of 4,000 NIS [Plus VAT] by way of bank transfer to the bank account, details
                                                                                                                                             of which shall be delivered by you to the Globisens Shareholders and the Company following Closing. In the event that the
                                                                                                                                             Globisens Shareholders shall fail to pay the monthly fees as described above and reimburse you of your out of pocket
                                                                                                                                             expenses, per the next sentence, the Company, shall assure such payment to you and will be subrogated to your claims against
                                                                                                                                             the Globisens Shareholders. In addition The Globisens Shareholders shall be obligated to reimburse you for all of your out of
                                                                                                                                             pocket costs and expenses (excluding safe deposit box charges), if any, incurred or that become due in connection with your
                                                                                                                                             duties hereunder, including reasonable attorney’s fees.



 


	14.	This Trustee Instructions
                                                                                                                 Agreement shall be governed by the laws of the State of Israel. The parties hereto do hereby consent and submit to the
                                                                                                                 exclusive venue and jurisdiction of the State of Israel, the Courts residing in Tel Aviv- Jaffa as the sole and exclusive
                                                                                                                 forum for such matters of disputes, and further agree that, in the event of any action or suit as to any matters of dispute
                                                                                                                 among the parties hereto, service of process may be made upon the other party by mailing a copy of the summons and/or
                                                                                                                 complaint to the other party at the address set forth herein.



 


	15.	You shall be entitled to notify the
                                                                                                                                             parties hereto, with copies to Loeb & Loeb LLP, of your intent to terminate your services pursuant to this Trustee
                                                                                                                                             Instructions Agreement by a 30 days prior written notice. Within the aforementioned notice period, Loeb & Loeb LLP or its
                                                                                                                                             designee shall become the new trustee, unless it declines to do so, in which case Buyer and the Representative shall nominate
                                                                                                                                             a new trustee, and shall then notify you of the new trustee identity. You shall then transfer all documents and obligations
                                                                                                                                             under this Trustee Instructions Agreement to the new trustee, and the parties hereto shall have no claim against you. In the
                                                                                                                                             event that Buyer and Representative will not agree on the identity of a new trustee, you shall maintain all the documents
                                                                                                                                             held by you for an additional period of 90 days from the end of the notice period set forth above, and shall be entitled to
                                                                                                                                             destroy such documents thereafter, unless prior to the end of this period you shall be otherwise instructed by a final court
                                                                                                                                             order, or by a written instruction signed by Buyer and the Representative.



 


**********************


 


Signature
page follow




 






    	 



    	 



    


 


IN
WITNESS WHEREOF the parties have signed and delivered this Trustee Instructions Agreement as of the date first hereinabove set
forth.


 


	 	 	 
	Globisens
    Ltd.	 	BOXLIGHT
    CORPORATION
	 	 	 	(formerly,
    LOGICAL CHOICE CORPORATION
	 	 	 	 
	By:	 	 	By:	 
	Title:	 	 	Title:	 


 


Globisens
Shareholders


 


	 	 	 
	Dovi
    Bruker	 	Alejandro
    Jose Merikanskas Halpern
	 	 	 
	 	 	 
	Benjamin
    Kaufman	 	Arturo
    Leon Merikanskanskas Halpern
	 	 	 
	 	 	 
	Judith
    Anat Herzog	 	 


 


I
the undersigned, Arad&Co. Trust Ltd. of 1 Kermenitzki St., Tel-Aviv, hereby agree to act as Trustee according to the instructions
set forth above:


 


	 	 	 
	Arad&Co. Trust Ltd. 		Date




 




    	 



    	 



    



 


Exhibit
1.5(d)(i) 


 


These
Share Transfer Deeds shall be signed by Buyer as Transferor and left undated and be sent to the Trustee according to the Trustee
Instruction Agreement.


 


SHARE
TRANSFER DEED


 


In
accordance and subject to the terms and conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st
October 2014, as amended, the undersigned, BOXLIGHT CORPORATION (formerly, LOGICAL CHOICE CORPORATION) (the “Transferor”),
does hereby transfer to DOV BRUKER (ID. 059629915) (the “Transferee”), 8,693 (Eight thousand six hundred ninety-three)
Ordinary Shares, each having a par value of 0.01 NIS (the “Ordinary Shares”), of GLOBISENS LTD., (Reg. No. 514262989)
(the “Company), and the Transferee hereby accepts the transfer of the Ordinary Shares subject to the aforesaid terms and
conditions and agrees to be bound by and subject to the terms of the SPA and Company’s Articles of Associations as may be
amended from time to time.


 


I,
the Transferee, do hereby agree to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 


IN
WITNESS WHEREOF, we hereby execute this Deed of Transfer, this __th day of ______, ____.


 


 


	The Transferor:	 	The Transferee:
	 	 	 
	______________	 	 
	BOXLIGHT CORPORATION	 	_________________
	DOV BRUKER	 	 






 


SHARE
TRANSFER DEED


 


In
accordance and subject to the terms and conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st
October 2014, as amended, the undersigned, BOXLIGHT CORPORATION (formerly, LOGICAL CHOICE CORPORATION), (the “Transferor”),
does hereby transfer to ALEJANDRO JOSE MERIKANSKAS HALPERN (Passport No. G06409398) (the “Transferee”), 1,005 (One
thousand five) Ordinary Shares, each having a par value of 0.01 NIS (the “Ordinary Shares”), of GLOBISENS LTD., (Reg.
No. 514262989) (the “Company), and the Transferee hereby accepts the transfer of the Ordinary Shares subject to the aforesaid
terms and conditions and agrees to be bound by and subject to the terms of the SPA and Company’s Articles of Associations
as may be amended from time to time.


 


I,
the Transferee, do hereby agree to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 




    	 



    	 



    



 


IN
WITNESS WHEREOF, we hereby execute this Deed of Transfer, this __th day of ______, ______.


 





	The Transferor:	 	The Transferee:
	 	 	 
	______________	 	 
	BOXLIGHT CORPORATION	 	_________________
	ALEJANDRO JOSE	 	 
	MERIKANSKAS HALPERN	 	 


 


SHARE
TRANSFER DEED


 


In
accordance and subject to the terms and conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st
October 2014, as amended, the undersigned, BOXLIGHT CORPORATION (formerly, LOGICAL CHOICE CORPORATION), (the “Transferor”),
does hereby transfer to ARTURO LEON MERIKANSKAS HALPERN (Passport. No. G04598437) (the “Transferee”), 1,005 (One thousand
five) Ordinary Shares, each having a par value of 0.01 NIS (the “Ordinary Shares”), of GLOBISENS LTD., (Reg. No. 514262989),
(the “Company), and the Transferee hereby accepts the transfer of the Ordinary Shares subject to the aforesaid terms and
conditions and agrees to be bound by and subject to the terms of the SPA and Company’s Articles of Associations as may be
amended from time to time.


 


I,
the Transferee, do hereby agree to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 


IN
WITNESS WHEREOF, we hereby execute this Deed of Transfer, this __th day of ______, _____.


 





	The Transferor:	 	The Transferee:
	 	 	 
	______________	 	 
	BOXLIGHT CORPORATION	 	_________________
	ARTURO LEON	 	 
	MERIKANSKAS HALPERN	 	 


 




    	 



    	 



    



 


SHARE
TRANSFER DEED


 


In
accordance and subject to the terms and conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st
October 2014, as amended, the undersigned, BOXLIGHT CORPORATION (formerly, LOGICAL CHOICE CORPORATION), (the “Transferor”),
does hereby transfer to BENJAMIN KAUFMAN (Passport /ID No. 64092359) (the “Transferee”), 2,780 (Two thousand seven
hundred eighty) Ordinary Shares, each having a par value of 0.01 NIS (the “Ordinary Shares”), of GLOBISENS LTD., (Reg.
No. 514262989), (the “Company), and the Transferee hereby accepts the transfer of the Ordinary Shares subject to the aforesaid
terms and conditions and agrees to be bound by and subject to the terms of the SPA and Company’s Articles of Associations
as may be amended from time to time.


 


I,
the Transferee, do hereby agree to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 


IN
WITNESS WHEREOF, we hereby execute this Deed of Transfer, this __th day of ______, _____.


 





	The Transferor:	 	The Transferee:
	 	 	 
	______________	 	 
	BOXLIGHT CORPORATION	 	_________________
	BENJAMIN KAUFMAN	 	 


 


SHARE
TRANSFER DEED


 


In
accordance and subject to the terms and conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st
October 2014, as amended, the undersigned, BOXLIGHT CORPORATION (formerly, LOGICAL CHOICE CORPORATION), (the “Transferor”),
does hereby transfer to JUDITH ANAT HERZOG (I.D No. 013053301) (the “Transferee”), 417 (Four hundred and seventeen)
Ordinary Shares, each having a par value of 0.01 NIS (the “Ordinary Shares”), of GLOBISENS LTD., (Reg. No. 514262989),
(the “Company), and the Transferee hereby accepts the transfer of the Ordinary Shares subject to the aforesaid terms and
conditions and agrees to be bound by and subject to the terms of the SPA and Company’s Articles of Associations as may be
amended from time to time.


 


I,
the Transferee, do hereby agree to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 


IN
WITNESS WHEREOF, we hereby execute this Deed of Transfer, this __ th day of ______, _____.


 





	The Transferor:	 	The Transferee:
	 	 	 
	______________	 	 
	BOXLIGHT CORPORATION	 	_________________
	JUDITH ANAT HERZOG	 	 


 







    	 



    	 



    



 



These Transfer Deeds will be executed by
each Seller and sent to Buyer’s Escrow Agent. At Closing Buyer should execute each Transfer Deed and send a copy to the Company
to be registered in Company’s Registry.


 




    	 



    	 



    

 


SHARE TRANSFER DEED


 


In accordance and subject to the terms and
conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st October 2014, as amended,
the undersigned Dov Bruker (ID. 059629915), (the “Transferor”),
does hereby transfer to BOXLIGHT CORPORATION (formerly, Logical Choice Corporation)
(the “Transferee”), 8,693 (Eight thousand six hundred ninety-three) Ordinary Shares, each having a par value
of 0.01 NIS (the “Ordinary Shares”), of Globisens Ltd.,
(Reg. No. 514262989) (the “Company), and the Transferee hereby accepts the transfer of the Ordinary Shares subject
to the aforesaid terms and conditions and agrees to be bound by and subject to the terms of the SPA and Company’s Articles
of Associations as may be amended from time to time.


 


I, the Transferee, do hereby agree
to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 


IN WITNESS WHEREOF, we hereby execute
this Deed of Transfer, this __th day of August, 2015.


 


	The Transferee:	 	The Transferor:
	 	 	 
	 	 	  




	 


 	 	 
	BOXLIGHT CORPORATION	 	Dov Bruker


 




    	 



    	 



    

 


SHARE TRANSFER DEED


 


In accordance and subject to the terms and
conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st October 2014, as
amended, the undersigned, Alejandro Jose Merikanskas Halpern
(Passport No. G06409398), (the “Transferor”), does hereby transfer to BOXLIGHT CORPORATION (formerly,
Logical Choice Corporation) (the “Transferee”), 1,005 (One thousand five) Ordinary Shares, each having
a par value of 0.01 NIS (the “Ordinary Shares”), of Globisens Ltd.,
(Reg. No. 514262989) (the “Company”), and the Transferee hereby accepts the transfer of the Ordinary Shares
subject to the aforesaid terms and conditions and agrees to be bound by and subject to the terms of the SPA and Company’s
Articles of Associations as may be amended from time to time.


 


I, the Transferee, do hereby agree
to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 


IN WITNESS WHEREOF, we hereby execute
this Deed of Transfer, this __th day of August, 2015.


 


	The Transferee:	 	The Transferor:
	 	 	 
	 	 	 
	 	 	 
	BOXLIGHT CORPORATION	 	Alejandro Jose
	 	 	 
	 	 	Merikanskas Halpern


 




    	 



    	 



    

 


SHARE TRANSFER DEED


 


In accordance and subject to the terms and
conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st October 2014, as amended,
the undersigned, Arturo Leon Merikanskas Halpern (Passport No. G04598437),
(the “Transferor”), does hereby transfer to BOXLIGHT CORPORATION (formerly,
Logical Choice Corporation) (the “Transferee”), 1,005 (One thousand five) Ordinary Shares, each having
a par value of 0.01 NIS (the “Ordinary Shares”), of Globisens Ltd.,
(Reg. No. 514262989) (the “Company”), and the Transferee hereby accepts the transfer of the Ordinary Shares
subject to the aforesaid terms and conditions and agrees to be bound by and subject to the terms of the SPA and Company’s
Articles of Associations as may be amended from time to time.


 


I, the Transferee, do hereby agree
to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 


IN WITNESS WHEREOF, we hereby execute
this Deed of Transfer, this __th day of August, 2015.


 


	The Transferee:	 	The Transferor:
	 	 	 
	 	 	 
	 	 	 
	BOXLIGHT CORPORATION	 	Arturo Leon
	 	 	 
	 	 	Merikanskas Halpern


 




    	 



    	 



    

 


SHARE TRANSFER DEED


 


In accordance and subject to the terms and
conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st October 2014, as amended,
the undersigned, Benjamin Kaufman (Passport /ID No. 64092359), (the “Transferor”),
does hereby transfer to BOXLIGHT CORPORATION (formerly, Logical Choice Corporation)
(the “Transferee”), 2,780 (Two thousand seven hundred eighty) Ordinary Shares, each having a par value of 0.01
NIS (the “Ordinary Shares”), of Globisens Ltd.,
(Reg. No. 514262989) (the “Company), and the Transferee hereby accepts the transfer of the Ordinary Shares subject
to the aforesaid terms and conditions and agrees to be bound by and subject to the terms of the SPA and Company’s Articles
of Associations as may be amended from time to time.


 


I, the Transferee, do hereby agree
to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 


IN WITNESS WHEREOF, we hereby execute
this Deed of Transfer, this __th day of August, 2015.


 


	The Transferee:	 	The Transferor:
	 	 	 
	 	 	 
	 	 	 
	BOXLIGHT CORPORATION	 	Benjamin Kaufman 


 




    	 



    	 



    

 


SHARE TRANSFER DEED


 


In accordance and subject to the terms and
conditions of that certain Stock Purchase Agreement (the “SPA”), dated 31st October 2014, as
amended, the undersigned, Judith Anat Herzog (I.D No. 013053301), (the
“Transferor”), does hereby transfer to BOXLIGHT CORPORATION (formerly,
Logical Choice Corporation) (the “Transferee”), 417 (Four hundred and seventeen) Ordinary Shares,
each having a par value of 0.01 NIS (the “Ordinary Shares”), of Globisens
Ltd., (Reg. No. 514262989) (the “Company), “), and the Transferee hereby accepts the transfer
of the Ordinary Shares subject to the aforesaid terms and conditions and agrees to be bound by and subject to the terms of the
SPA and Company’s Articles of Associations as may be amended from time to time.


 


I, the Transferee, do hereby agree
to take the said Ordinary Shares subject to the aforesaid terms and conditions.


 


IN WITNESS WHEREOF, we hereby execute
this Deed of Transfer, this __th day of August, 2015.


 


	The Transferee:	 	The Transferor:
	 	 	 
	 	 	 
	 	 	 
	BOXLIGHT CORPORATION	 	
        Judith
Anat Herzog



 




    	 



    	 



    






 


EXHIBIT
1.5(d)(ii)


 


DEED
OF PLEDGE 


 


THIS
PLEDGE DEED (this “Pledge Deed”) is entered into as of ____________ __, 2015, among (A) BOXLIGHT CORPORATION
(formerly LOGICAL CHOICE CORPORATION, a Delaware corporation, with a business address at ______________(the “Pledgor”);
and each of (B) Dovi Bruker, (C) Benjamin Kaufman (“Kaufman”); (D) Alejandro Jose Merikanskas Halpern
(“AJ Halpern”); (E) from Arturo Leon Merikanskanskas Halpern (“AL Halpern”);
and (F) Judith Anat Herzog (“Herzog”) and/or their successors and assigns (each individually, a “Pledgee”
and collectively, the “Pledgees”).


 


RECITALS


 


WHEREAS,
pursuant to that certain Stock Purchase Agreement dated October 31st ,2014 as amended (the “Purchase Agreement”
or “SPA”) by and among the Pledgor, the Pledgees and Globisens Ltd. (the “Company”), the
Pledgor purchased from the Pledgees 13,900 Company’s shares, in consideration for aggregate amount of $5,250,000 (the “Purchase
Price”) of which a total of $2,500,000 has been paid in cash at the date hereof (the Closing Date) and the balance
of $2,750,000 (the “Secured Amount”) shall be paid to the Pledgees upon the exercise of a ‘Put Option’
granted to the Pledgees all under such terms and conditions as specified in the SPA.


 


WHEREAS,
as collateral to secure the exercise of the Put Option and the payment to the Pledgees of the Secured Amount, the Pledgor shall
have executed and delivered this Pledge Deed and provide a collateral on all of the Pledged Securities (defined below) for the
benefit of the Pledgees; and.


 


NOW,
THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:


 


	1.	Definitions.
    Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Purchase
    Agreement.
	 	 
	2.	Pledge
    and Grant of Security Interest. 
	 	 
	 	To
    secure the prompt payment in full when due, of the Secured Amount, Pledgor hereby pledges and grants to the Pledgees, a continuing
    security interest in any and all right, title and interest of Pledgor in and to the Pledged Securities. The term “Pledged
    Securities” means and includes all of the issued and outstanding share capital of Globisense Ltd., registered or to
    be registered under Pledgor’s name in the share registry of Globisense Ltd. (comprising at the date hereof a total of
    13,900 Ordinary Shares NIS 0.01 par value of the Globisense Ltd.). “Pledged Securities” also includes all shares,
    securities, membership interests or other equity interests representing a dividend on any of the Pledged Securities, or representing
    a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a split, revision, reclassification
    or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect
    of, the Pledged Securities; all proceeds and products of the foregoing, however and whenever acquired and in whatever form.



 






    	1



    	 



    

 


	3.	Security
    for Obligations. The security interest created hereby constitutes continuing collateral security for all of the payment
    of the Secured Amount.
	 	 
	4.	Remedies.
    Pledgor hereby acknowledges and agrees as follows:


 



(a) General Remedies. In the event that the Secured Amount shall not be paid to the Pledgees according to the terms
of the Purchase Agreement (an “Event of Default”), the Pledgees shall, in addition to the rights and remedies
provided herein or in the Purchase Agreement, have the rights and remedies set forth in this Section 4.


 



(b) Transfer of the Pledged Securities. Transfer of the Pledged Securities to the Pledgees and the registration of such
Securities under the name of the Pledgees at the Registrar of the Shareholders of the Company (according to their Pro Rata Entitlement
and the terms of the Purchase Agreement) would satisfy Pledgor’s payment obligation to the Pledgees of the Secured Amount.


 



(c) Election of Remedies. It is agreed among the parties hereto that the Pledgees may elect the remedies set forth
in Section 4(b) of this Pledge Deed or as otherwise applicable by applicable law.


 


	5.	Termination
    of Agreement. Notwithstanding anything to the contrary, express or implied, contained in this Pledge Deed, the Pledgees
    hereby agree that this Pledge Deed shall terminate and all of the Pledgees’ rights in and to the Pledged Securities
    shall terminate upon the earlier to occur of (i) the payment in full, of the Secured Amount or alternatively, fulfillment
    of all Pledgor’s obligations under the Purchase Agreement; or (ii) in the event that no Buyer Repurchase Failure has
    occurred, at the end of the Put Option period. 
	 	 
	6.	Amendments;
    Waivers; Modifications. This Pledge Deed and the provisions hereof may not be amended, waived, modified, changed, discharged
    or terminated except as set forth in the Purchase Agreement. 
	 	 
	7.	Successors
    in Interest. This Pledge Deed shall create a continuing security interest in the Pledged Collateral and shall be binding
    upon Pledgor, its successors and assigns and shall inure, together with the rights and remedies of the Pledgees hereunder,
    to the benefit of the parties hereto and their successors and permitted assigns. 
	 	 
	8.	Notices.
    All notices required or permitted to be given under this Pledge Deed shall be in conformance with the Purchase Agreement.
	 	 
	9.	Counterparts.
    This Pledge Deed may be executed in any number of counterparts, each of which were so executed and delivered shall be an original,
    but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Pledge Deed
    to produce or account for more than one such counterpart. Delivery of executed counterparts of the Pledge Deed by facsimile
    or other electronic means shall be effective as an original and shall constitute a representation that an original shall be
    delivered upon the request of the applicable Parties.
	 	 
	10.	Headings.
    The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the
    meaning, construction or interpretation of any provision of this Pledge Deed.



 






    	2



    	 



    

 


	11.	Governing
    Law Venue. This pledge deed and the rights and obligations of the parties hereunder shall be governed by and construed
    and enforced in accordance with, the laws of the state of Israel. The terms of the Purchase Agreement relating to jurisdiction
    and venue for the enforcement of rights and remedies are incorporated herein by reference, mutatis mutandis, and the parties
    hereto agree to such terms.
	 	 
	12.	Severability.
    If any provision of this Pledge Deed is determined to be illegal, invalid or unenforceable, such provision shall be fully
    severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect
    to the illegal, invalid or unenforceable provisions.
	 	 
	13.	Order
    of procedures. If the terms in the Purchase Agreement and this Deed of Pledge are found to be conflicting, the terms in
    the Purchase Agreement shall prevail.
	 	 
	14.	Registration.
    It is agreed and the Partied hereto undertake to execute any and all actions as necessary and sign any and all documents,
    deeds, statements and all other ancillary documents in order to register this Deed of Pledge in the Israeli Registrar of Pledges
    upon Closing of the Purchase Agreement.


 


****************************


 






    	3



    	 



    

 


IN
WITNESS WHEREOF, the Pledgor and the Pledgees have each executed this Pledge Deed both as of the day and year first above
written.


 


	 	Pledgor:
	 	 	 
	 	BOXLIGHT CORPORATION
	 	 	 
	 	By:	 
	 	Name:	Mark Elliott
	 	Title:	Chief Operating
    Officer
	 	 	 
	 	Pledgees:


 


	 	 	 
	Dovi
    Bruker	 	Alejandro
    Jose Merikanskas Halpern
	 	 	 
	 	 	 
	Benjamin
    Kaufman	 	Arturo
    Leon Merikanskanskas Halpern
	 	 	 
	 	 	 
	Judith
    Anat Herzog	 	 


 






    	4



    	 



    

 


Exhibit
6.8(A)


 


FORM
OF EMPLOYMENT AGREEMENT


 




    	 



    	 



    

 





 






    	 



    	 



    

  


 Schedule
3.4(c) Tax Matters 




 


 From  : The Israel Tax Authority 


 Professional Division 


 The Laws of Encouragement Department 


   


 February 12, 2013           Reference
No.: 2012/0778 


 To: GlobiSens Ltd. 


 38 HaPrahim Street 


 Raanana, 43399 


   


 Via 


   


 Abulafia Avital and Associates Accountants 


 15 Kanfei Nesharim Street 


 Jerusalem, 95464 


   


 Re: GlobiSens
Ltd. Private Company No.514262989 (hereinafter “the Company”) 


   


 Taxation Agreement Decision –
determining “Industrial Enterprise” and “Preferred Income”1 


   


 Your application from 3/27/12, 5/10/12,
2/7/13 


   


	 1. 	 Facts according to your statement: 


   


	   	 1.1. 	 The Company is an Israeli resident
    private company established in 2009. Since 20112 the Company focuses on the development, manufacturing and marketing
    of e-learning pedagogic kit for school laboratory classes (hereinafter “the Kit”). The Company’s enterprise
    is located in Petah Tikva (Another Area) (hereinafter “the Enterprise”). 
	   	   	   
	   	 1.2. 	 The Company’s shareholder
    composition (hereinafter “the shareholders”) is as follows3: 


   


	 Name
    of Shareholder 	   	 I.D./Private
    Company No. 	   	 Percentage
    Shareholding 
	 Dov Bruker 	   	 024514762 	   	 100% 


   


	   	 1.3. 	 The Company has developed the e-learning
    pedagogic kit for school laboratory classes comprised of hardware and software (hereinafter “the Kit”). The hardware
    product is assembled with various sensors for data measurements such as: humidity, sound volume, light intensity, acidity,
    distance, voltage, etc. The software developed by the Company as part of the Kit reads data measurements and performs appropriate
    graph analysis to support curriculum based experiments. The software is compatible with PCs or various tablet computers (iPad
    or Android). In fact the Kit is set to substitute all existing measurement modes implemented so far at the Chemistry and Physics
    school laboratories. The Kit is wireless allowing data transfer from hardware to software through Bluetooth technology or
    Wi-Fi networks. The development of the Kit (hardware and software) is exclusively done at the Company’s enterprise.
    The hardware manufacturing process involves subcontractors as described hereinafter in appendix A. 


   


   

   


 1  “Preferred
Income” as defined in section 51 of the Encouragement of Capital Investments Law 5719-1959 (hereinafter “the
Law”) 


 2  Until 2011 and since
its establishment the Company provided technological counselling services within the field of expertise of the shareholder 


 3  To the date of this certificate of approval 


   



    	 	 



    	 



        


	   	 1.4. 	 The Company’s revenues are
    based on sales of the Kit and software. The Company sells the Kit mainly through local distributors to developing countries
    or through the local Ministry of Education. 
	   	   	   
	   	 1.5. 	 The Company’s workforce comprises
    as follows4: 


   


	 Department 	   	 Number
    of Employees 
	 R&D 	   	 3.5* 
	 Management and Marketing 	   	 3 
	 Total 	   	 6.5 


   


 (*) One freelance
employee holding a half-time position supervising development and documentation of experiments performed with the Kit. 


   


	   	 1.6. 	 The Company’s 2011 annual revenue is as follows5: 


   


	   	   	 2011 
	 Israel 	   	 - 
	 Abroad 	   	 11,940K NIS 
	 Total 	   	 11,940K NIS 


   


	   	 1.7. 	 We have noted a statement given
    by the Company and the Shareholders stating that neither the Company nor the Shareholders apply to any provisions stated by
    the Law to denounce the Company’s Preferred Enterprise status as defined in section 51 of the Encouragement Law. 


   


	 2. 	 The Application 


   


	   	 2.1. 	 To
    obtain certificate of approval determining the Company’s enterprise to be considered as an Industrial Enterprise as
    defined in section 51 of the Encouragement Law. 
	   	   	   
	   	 2.2. 	 To
    obtain certificate of approval determining the Company’s revenues, aforementioned in section 1.4, as Preferred Income
    as defined in section 51 of the Encouragement Law6. 


   


	 3. 	 Tax Agreement 


   


	   	 3.1. 	 Every term in this certificate of
    approval adheres to the meaning attributed by the Law unless stated otherwise in this certificate of approval. 
	   	   	   
	   	 3.2. 	 By the authority given to me according
    to section 51(9) of the Encouragement Law, and subject to the provisions to chapter 7 (1) of the Law and the provisions of
    this tax agreement, I hereby confirm that the Company’s enterprise in Petah Tikva (Another Area) operating the development
    of a kit for computerized laboratory classes of: 


   


	 Company
    Name 	   	 Private
    Company No. 	   	 Assessing
    Officer 
	 GlobiSens Ltd. 	   	 514262989 	   	 Kefar Saba 


   


 Is an Industrial
Enterprise as defined in section 51 of the Encouragement Law subject to the provisions stated hereinafter in section 3.3. 


   


   

 4
                                          To the date of this certificate of approval without further verification
                                         on our behalf 


 5  Without further verification on our behalf 


 6  According to the version of the law that
includes amendment No. 68 


   



    	 	 



    	 



        


	   	   	 This certificate of approval shall
    be valid as long as all the provisions of this approval and the Law are valid including the terms defining Preferred Company,
    Preferred Enterprise and Industrial Enterprise7 and as long as the submitted presentations are valid and the Company
    is performing the industrial activity as aforementioned in section 1 and as specified hereinafter in Appendix A. 
	   	   	   
	   	 3.3. 	 The Company and the Shareholders
    agree that the enterprise shall comply with the legal terms of Industrial Enterprise as abovementioned in section 3.2 provided
    that the number of production and development employees employed by the Company in this enterprise for each year that the
    Company applies for benefits shall be as follows: 


   


	   	 3.3.1. 	  For tax year 2013 the total
    number of production and development employees directly employed by the company shall be no less than 8 employees. For this
    purpose the number of employees during a tax year will be calculated while taking into consideration employment term and full-time
    or part-time employment status of each employee over this year. 
	   	   	   
	   	 3.3.2. 	  For tax year 2014 and so forth,
    the total number of production and development employees directly employed by the company shall be no less than 10 employees.
    For this purpose the number of employees during a tax year will be calculated while taking into consideration employment term
    and full-time or part-time employment status for each employee over this year. 


   


	   	 3.4. 	 In the event of the Company shifting
    its field of operation and/or changing its business model and/or considerably reducing the extent of development, this certificate
    of approval shall no longer be valid unless determined otherwise by the Israel Tax Authority. 
	   	   	   
	   	 3.5. 	 The Company shall have the right
    to claim benefits according to the provisions stated by the Law and limited to Preferred Income8 from the Kit sales
    as stated in the aforementioned section 1.4 beginning from tax year 2011 and subject to adhering to the stipulated number
    of company employees as set in the aforementioned section 3.3. Provided that the Company fails to adhere to the stipulated
    number of company employees as set in the aforementioned section 3.3 up until tax year 2015, the Company’s tax benefits
    shall be retroactively nullified commencing tax year 2011 with no limitation claim and the Company would refund the assessing
    officer all benefits claimed according to this certificate of approval. Provided that the Company failed to adhere to the
    stipulation in the aforementioned section 3.3.2 from tax year 2016 and so forth, the Company’s right to claim benefits
    by the Law for that year would be revoked. 
	   	   	   
	   	 3.6. 	 Since the Company operates part
    of the production process through non-Israeli based subcontractors hence provided that the ratio between sections A and B
    hereinafter exceeds 10% then “part of the Preferred Enterprise taxable income”9 for the same tax year
    would be considered “Non Preferred Income” and therefore ineligible to receive benefits by the Law. 


   


   

 7
                                          Annual operation of the enterprise should be primarily in production 


 8  As defined in section 51 of the Law 


 9  As defined in section 51 of the Law 


   



    	 	 



    	 



       


 Regarding this
paragraph: 


   


 “Part
of the Preferred Enterprise taxable income”  – the sum calculated by multiplying the Preferred Enterprise’s
taxable income for a tax year with the rate of the ratio between: 


   


	   	 A) 	 Numerator sum – “the
    cost of non-Israeli based production subcontractor for the Company during this tax year.” 
	   	   	   
	   	 B) 	 Denominator sum – Total
    “cost of goods sold” added by “R&D expenses” for this tax year  as appropriately audited
    by the applied accountancy rules, and as reported by the Company through the audited financial reports. 


   


	   	   	 For this purpose the Company shall
    present the assessing officer, alongside the annual submitted tax report, a detailed appendix specifying all data and calculation
    required to implement the abovementioned stated in this section including detailed company’s costs related to non-Israeli
    based subcontractors. 
	   	   	   
	   	 3.7. 	 For the avoidance of doubt it should
    be clarified that this certificate of approval by no means shall determine the tax benefits entitled to the Company and that
    shall be determined according to the area where the Company’s enterprise is located during the tax year10
    – Petah Tikva (Another Area) - and according to the provisions in section 51 (16) of the Law. 
	   	   	   
	   	 3.8. 	 The Company shall be eligible to
    claim tax benefits however limited to the stipulations in section 18 (1) of the Law (Competitive Enterprise)11.
    In the years when the Company fails to adhere to the provisions set by the Law in section 18 (1) the Company shall not be
    eligible to claim tax benefits. 
	   	   	   
	   	 3.9. 	 Business relations between the Company
    and related companies12 shall be based on market stipulations and prices with proper attribution of expenses and
    subject to the provisions as set in section 85 (1) of the Income Tax Ordinance and the implied regulations, essentially this
    matter shall be subject to the supervision of the Transfer Pricing Department and/or the assessing officer. 
	   	   	   
	   	 3.10. 	 The Company shall not be eligible
    to claim tax benefits for a tax year when failing to adhere to any of the stipulations stated by the definition of Preferred
    Enterprise in section 51 of the Law. The Company and/or the Shareholders oblige to report whenever any Company’s position
    holder13 and/or the Company are convicted for the violation of provisions stated in the definition of a Preferred
    Company in section 51 of the Law, by sending a notice to the assessing officer and the tax authority within 30 days from date
    of conviction. 
	   	   	   
	   	 3.11. 	 It is agreed by the Company that
    this taxation decision regarding Industrial Enterprise and Preferred Income14 applies until tax year 2016 subject
    to the provisions of the Law and subject to the fact that the enterprise’s operation, as stated in abovementioned section
    1, shall not occur any fundamental change. When seeking to extend the validity of this taxation determination the Company
    shall apply to the Tax Authority. 


   


   

 10
                                          The area category of the location of the enterprise should be examined at
                                         the end of each tax year according to the second addition to the Law 


 11  Terms of “Competitive Enterprise
examination should be reported using form 901(1) 


 12  As defined in section 88 of the Income
Tax Ordinance 


 13  As defined in section 119(1.4) of the Income
Tax Ordinance  


 14  “Preferred Income” as defined
in section 51 of the Encouragement Law 


   



    	 	 



    	 



          


	   	 3.12. 	 The Company confirms that it shall
    not be a Family Company and/or S Corporation15 throughout the term of these benefits. 
	   	   	   
	   	 3.13. 	 The Company confirms that the Company’s
    management and control shall remain Israeli based throughout the term of these benefits. 
	   	   	   
	   	 3.14. 	 This certificate of approval was
    issued based upon the presentations as presented to us verbally and in writing. This certificate of approval shall be retroactively
    revoked when revealing any discrepancy and/or significant omission regarding information given through the application. 


   


	 4. 	 Terms of Agreement 


   


	   	 4.1. 	 This tax agreement shall be valid
    as stated in this certificate of approval subject to the accuracy and comprehensiveness of the facts and presentations as
    given through your statements either verbally and/or in writing. 
	   	   	   
	   	 4.2. 	 A violation of any provision stated
    in this certificate of approval shall be grounds to retroactively cancel this agreement from the date of approval and according
    to the determination of the Israel Tax Authority. 
	   	   	   
	   	 4.3. 	 This certificate of approval shall
    not be considered as taxation assessment and the assessing officer is permitted to act within the authority given and subject
    to the provisions of the Income Tax ordinance, and regarding actions as stated in this agreement subject to the provisions
    of this certificate of approval. 
	   	   	   
	   	 4.4. 	 The Company and the Shareholders
    understand this agreement and its stipulations and liable to fulfill the provisions of this agreement word for word. Within
    30 days from the date of issue of this certificate of approval, the Company and the Shareholders will provide the Tax Authority
    and the assessing officer with a statement to confirm their obligation to adhere to every stipulation and provision as stated
    in this certificate of approval word for word without any reservations. 


   


 Sincerely, 


   


 Michael Asoulin, Accountant 


 The Laws of Encouragement Department 


   


 CC: 


	   	 1) 	 Mr. Aharon Eliahu, Accountant – Professional Senior Director
    General 


	   	 2) 	 Mrs. Miri Savion, Accountant – Assessment Officer, Kfar
    Saba 


	   	 3) 	 Mr. Yossi Yaron – Director of Capital Investment Encouragement
    


	   	 4) 	 Mr. Noam Kott, Attorney – Legal Department 


   


   

 15
                                          Sections 64(1) or 64(1.1) of the Income Tax Ordinance 


   



    	 	 



    	 



        


 Appendix A 


   


 Hereinafter is a description of the development
and production process as implemented by the Company’s enterprise and with the support of Israeli and non-Israeli based
subcontractors: 


   


	 1. 	 Development of software at the Company’s
    enterprise including sensor based experiments array, outcome analysis, lesson plans, etc. In addition, the Company develops
    computer compatibility to various operating systems (Android, IOS, Linux, and other) to facilitate software performance on
    various devices. 
	   	   
	 2. 	 Development of hardware while combining
    various sensors and wireless communication (Wi-Fi, Bluetooth) to allow transmission of outcome to software. Development of
    hardware includes definition of product specification, schematic plan, selection of assembled components and sensors for the
    Kit, mechanical system design, printed circuit board design, production file development, etc. 
	   	   
	 3. 	 Plastic components order –
    production through casting process by a non-Israeli based subcontractor. 
	   	   
	 4. 	 Hardware assembly process by Israeli
    based subcontractor A. S. M. T. Technologies Ltd in Sderot. Product Assembly Process includes as follows: 


   


	   	 4.1. 	  Procurement of components for the Kit assembly according
    to the production file submitted by the Company. 
	   	   	   
	   	 4.2. 	 Assembly of printed circuit board setting various components
    incorporating soldering and paste methods. 
	   	   	   
	   	 4.3. 	 CPU software burning. 
	   	   	   
	   	 4.4. 	 Assembly of various sensors. 
	   	   	   
	   	 4.5. 	 Ongoing electronic and mechanical tests throughout the assembly
    process. 
	   	   	   
	   	 4.6. 	 Assembly of final circuit on plastic components. 
	   	   	   
	   	 4.7. 	 Packaging and shipping to end customer. 


   



    	 	 



    	 



        


 Taxation Determination 20/08 


   


 Taxation Determination Field: Encouragement Laws 


   


 Re: Production
through non-Israeli based subcontractors – agreed taxation determination 


   


 The Facts: 


   


	   	 1. 	 An Israeli resident company (hereinafter
    “the Company”) operates the development manufacturing and marketing of air conditioning systems and cooling systems
    for cargo commercial vehicles as well as electric doors for commercial vehicles. 


   


	   	 2. 	 The Company manufactures all parts
    of the air conditioning and cooling systems excluding the compressors that are purchased from a Japanese manufacturer. 


   


	   	 3. 	 The Company manufactures all parts
    of the electric doors excluding the engines that are purchased from a German manufacturer. 


   


	   	 4. 	 The cost of compressors and engines
    comprises 5.6% of the general annual cost of goods sold. 


   


 Application Details: 


   


 The Company applied to determine its eligibility
for tax benefits on the basis of production through non-Israeli based subcontractors. 


   


 Taxation Determination and Terms: 


   


	   	 1. 	 It is determined that the cost of
    compressors and electric engines shall not exceed 10% of total annual cost of production of air conditioning systems, cooling
    systems for cargo commercial vehicles and electric doors for commercial vehicles, throughout the eligibility period to receive
    these benefits. If the cost of compressors and electric engines should exceed 10% of total annual cost of production of air
    conditioning systems, cooling systems for cargo commercial vehicles and electric doors for commercial vehicles, during the
    eligibility period (of the extension which is the object of this certificate of approval) as abovementioned part of the taxable
    income (the object of this extension) generated by the sales of air conditioning systems, cooling systems for cargo commercial
    vehicles and electric doors for commercial vehicles would not be considered eligible for the benefits during that tax year.
    Hence, “part of the taxable income” refers to the rate of the cost of compressor end electric engine in the total
    cost of production of air conditioning systems, cooling systems for cargo commercial vehicles and electric doors for commercial
    vehicles. 
	   	   	   
	   	 2. 	 Other restrictions and terms were
    set as part of this taxation determination. 


 






    	 



    	 	 	 



    

 


Schedule 3.7


 


Litigation


 


None


 



    	 	 



    	 



    

   


Schedule 3.8


 


Employment Matters


 


The Company executed agreements with
the following individuals


 


	1	Roni Nudler
	2	Jenny Spector
	3	Daria Lerner
	4	Yuvalal Liron
	5	Roberto Chernitsky
	6	Emil Oklisty
	7	Miri Pavlovski
	8	Dovi Bruker




 






    	 



    	 



    



  


Schedule 3.9


 


Material Contracts


 


Please refer to Schedule 3.16 (b)




 






    	 



    	 



    

  


Schedule
3.10


 


Title
to Assets 


 


		-	Lien
                                         #3 as of September 14, 2011 with respect to Company's car Israeli license# 2426275 in
                                         favour of a leasing company.
	 	 	 
		-	Lien
                                         #4 limited to NIS 110,000 registered as of March 28, 2012, on Company's Bank account
                                         in Leumi Bank.





 






    	 



    	 



    



  


Schedule
3.12


 


Third
Party Products


 


Globisens
is selling a white label of its Labdisc to 3 customers: 


 


		1.	VWR
                                         in the USA under the brand name DataHub
	 	 	 
		2.	KnowK
                                         in Italy under the brand name GineusBoard Lab
	 	 	 
		3.	East
                                         Teaching in China under the brand name LabBOX





 






    	 



    	 



    



  


Schedule
3.13(b)


 


Written
notice from any material customer or supplier Exceptions


 


There
has been no written notice that any material customer or supplier of the Company: (i) intends to terminate its agreements with
the Company, or otherwise modify its relationship with the Company, or (ii) that the acquisition of the Company Ordinary Shares
by the Buyer will materially and adversely affect the relationships of the Buyer (as successor to the Business) with such customers
or suppliers.




 






    	 



    	 



    



  


Schedule
3.14


 


Operation
of the Business 


 


Globisens
main course of business includes the development, production and marketing of hardware, software and curriculum material for science
education. All deals involve selling our products to our distributors that sell it to their local user. One exception is the Micstrong
deal. Micstrong is an Israeli company, owned by Chinese shareholders. They operate as a distributor - using the Israel-China protocol
to sell Israeli technology to China while providing a long term, 15 years soft loan to their Chinese customers. The loan is provided
by a local Bank in Israel to a local bank in China and the payments are guaranteed by ASHRA an Israeli credit insurer working
with the Israeli ministry of Economy.


 


Globisens
is Micstrong representative in Israel. As such we locate, negotiate and provide all Israeli educational technology to Micstrong
project. Our first project with Micstrong is the establishment of a vocational training center in Dongfeng county in China. Total
deal is $15M out of which $3.4 are Israeli goods purchased by Globisens and sold to Micstrong. Micstrong already signed an agreement
with the Chinese customer, and ASHRA has already agreed to insure the deal. Under this deal – Globisens will work with 3
other Israeli companies and will supply to Micstrong $3.4M dollars of equipment. Globisens profit in this deal will be slightly
over $1M. Most of the equipment in this deal is vocational equipment and thus, Globisens will only sell  $200K of its own
science technology in this deal.


 


Globisens
and Micstrong are working on additional Educational deals for years 2016, 2017. To ensure future deals, the Israeli ministry of
Economy was requesting Micstrong to have Israeli shareholders, holding a minimum of 20% in the company. As such Globisens will
use the first deal profit to purchase 20% of Micstrong shares.




 






    	 



    	 



    



   


Schedule
3.16


 


None.




 






    	 



    	 



    



  


Schedule
3.16(a)


 


Intellectual
Property


 


Globisens
Intellectual property includes pending patents, products electronic drawings, products mechanical drawings, products plastic molding,
products metal moldings, products PCB GERBER files, products assembly instructions, products BOM (bill of material), production
know how, products firmware code, products software codes for WINDOWS, iOS, Android, Linux, MAC OS, Products curriculum activities
with over 1300 pages of experiments in physics, biology and chemistry, all marketing material including brochures, WEB design,
movies, case studies, news-letters, 3 international awards, training courses, sales scripts, pricelist and competitive analysis.
Distribution channels including all distribution agreements.




 






    	 



    	 



    



  


GLOBISENS
LTD.


 


STATUS REPORT - JULY 20, 2015


 


	File
    No.:	74719
	Country:	USA
	Type:	Trademark
	Application
    No.:	85/574,562
	Filing
    Date:	March 20, 2012
	Registration
    No.:	4,397,065
	Registration
    Date:	September 03, 2013
	Title:	LABDISC in Class 9
	Status:	Issued
	Future
    Activity:	Affidavit of Use must be filed by September 03, 2019 

Renewal due: September 03, 2023
	 	 
	File
    No.:	74720
	Country:	USA
	Type:	Design
	Application
    No.:	29/409,411
	Filing
    Date:	December 22, 2011
	Registration
    No.:	D699,299
	Registration
    Date:	February 11, 2014
	Title:	LABDISC
	Status:	Issued
	Future
    Activity:	In force until February 11, 2028
	 	 
	File
    No.:	74781
	Country:	USA
	Type:	Patent
	Application
    No.:	13/331,508
	Filing
    Date:	December 20, 2011
	Registration
    No.:	 
	Registration
    Date:	 
	Title:	COLLABORATIVE
    ENVIRONMENT/EXPERIMENT MONITORING DEVICE AND SYSTEM
	Status:	Under examination
	Future
    Activity:	Awaiting your instructions for responding to the outstanding official action by the due date of August 22, 2015



 






    	 



    	 



    

 

	File
    No.:	75965
	Country:	PCT
	Type:	Patent
	Application
    No.:	PCT/IL2012/050532
	Filing
    Date:	December 18, 2012
	Registration
    No.:	 
	Registration
    Date:	 
	Title:	COLLABORATIVE ENVIRONMENT/EXPERIMENT MONITORING DEVICE AND SYSTEM
	Status:	Lapsed
	Future
    Activity:	None - no national phase applications were filed by the 30 month deadline of June 20, 2014




 



    	 



    	 



    









 


 Schedule
3.13(a) Customer List 


 


 



    	 



    	 



    

  


  



    	 



    	 



    

 


  



    	 



    	 



    

 





    



    	 



    	 



    

 





 



    	 



    	 



    

 


 Schedule 3.13(a) Supplier List 


   






    	 



    	 



    




 





 



    	 



    	 



    

 





  



    	 



    	 



    



    


 


 






    	 



    	 	 	 



    

 


 


   






    	 



    	 



    

 


Distribution
Agreements


 



    	 



    	 



    

 


Authorization
Letters


 






    	 



    	 



    

 


Other
Agreements 


 



    	 



    	 



    



   


Schedule
3.18


 


Broker


 


None




 






    	 



    	 



    



  


Schedule
5.6


 


None.




 






    	 



    	 



    



 


 Exhibit 1.5(d)(iii) 


 








	 	 	 
	 	

         

         

        GLOBISENS
        LTD.

        Private
Company No. 51-426298-9

         

        S
        H A R E C E R T I F I C A T E

         

        Authorized
        Capital: NIS 10,000

         

        divided
        into 1,000,000 Ordinary Shares of a nominal value of NIS 0.01 each

         

        THIS
        IS TO CERTIFY

         

         That
        BOXLIGHT Corporation is the Registered Holder of 13,900 Ordinary
        Shares of nominal value 0.01 NIS each fully paid up in the above named Company, subject to the Articles of Association
        of the Company.

         

        Given
        under the Stamp of the Company.

         

        This
        __ day of August, 2015

         

        Director:______________

         

        Dovi
Bruker          

         
	13,900
Ordinary Shares   



 






    	 



    	 



    

 


			



THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR LAWS


 


THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS
AND CONDITIONS OF A CERTAIN STOCK PURCHASE AGREEMENT AND ITS ANNEXES, DATED 31 OCTOBER
2014; AS AMENDED, AND AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE COMPANY, THE HOLDER HEREOF AND OTHER SHAREHOLDERS
OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 


 






    	 



    	 



    



  


 Exhibit 1.5(d)(iv) 


 


Written
Resolutions Of The Board of Directors Of


 


Globisens
Ltd.


 


Dated as of August ___ 2015


 


The undersigned, being the sole director of
Globisens Ltd. (the “Company”), resolves in writing the following:


 


Approval of the
Stock Purchase Agreement


 


WHEREAS, the Board
of Directors of the Company (the “Board”) deems it to be in the best interest of the Company to enter into the
Stock Purchase Agreement including all annexes, exhibits and schedules thereto (the “SPA”), dated 31st
October 2014, as amended, in the form attached hereto as Exhibit A, among the Company and BOXLIGHT CORPORATION
(formerly, Logical Choice Corporation (the “Buyer”);


 


Pursuant to which the Buyer
shall purchase the 13,900 Ordinary Shares, nominal value NIS 0.01 each which represent One Hundred Percent (100%) of the Company’s
outstanding share capital, in consideration of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), all as set forth and
in accordance with the provisions of the SPA;


 


NOW, THEREFORE, IT IS
HEREBY RESOLVED, subject to the approval of the Company’s shareholders, to approve the execution, delivery and performance
by the Company of the SPA and any and all of its exhibits, schedules and annexes, as well as any and all transactions contemplated
therein and thereby (whether or not separately approved hereby);


 


Amendment of the Company’s Articles
of Association


 


RESOLVED, to recommend
to the Company’s shareholders to amend and replace the current Articles of Association of the Company by the adoption of
the Amended Articles of Association attached hereto as Annex B.


 


General Authorization


 


RESOLVED, that the
Board hereby ratifies and confirms any and all acts taken in connection with the foregoing resolutions by the officers of the Company
in good faith in their capacities as such officers as the valid and binding acts of the Company duly approved by the Board; and
it was


 


RESOLVED, that consistent
with the foregoing resolutions, Dov Bruker or any officers of the Company, is hereby authorized and directed, in the name and on
behalf of the Company, to do all things, to take all such actions, and to execute, deliver and file all such other instruments,
reports, documents, and regulatory and other notices as may be determined by such officer to be necessary or appropriate in effecting
all or any of the foregoing resolutions (such determination to be conclusively, but not exclusively, evidenced by the taking of
such actions or the execution, delivery, and filing of such instruments, reports, documents, or regulatory or other notices by
such officer without any further action or approval by the Board) and to take any such other action as may be necessary or advisable
to carry out the intent and purposes expressed in the foregoing resolutions.


 


All capitalized terms used but not defined
herein shall have the meaning ascribed to them in the SPA.


 


IN WITNESS WHEREOF,
the undersigned has herein executed this Written Resolution of the Board of Directors as of the date first written above.


 


	 	 	 
	Dov Bruker	 	 


 




    	 



    	 



    



  


 Exhibit 1.5(d)(v) 


 


Written
Resolution Of The Shareholders Of


GLOBISENS
Ltd.


 


Dated as of ______________


 


The undersigned, being all the shareholders
of Globisens Ltd., a company registered under the laws of the State of Israel, with registration number 51-426298-9 (the “Company”),
acting by unanimous written resolution of the shareholders of the Company (the “Shareholders”) made in lieu
of a meeting and pursuant to the Articles of Association of the Company and the Companies Law, 5759-1999 (the “Companies
Law”), hereby consent to the following resolutions and actions:


 


Capitalized not otherwise defined herein shall
have the meanings ascribed to them in the Stock Purchase Agreement including all annexes, exhibits and schedules thereto (the “SPA”),
dated October 2014, as amended, in the form attached hereto as Exhibit A.


 


Approval of the Stock Purchase Agreement



 


WHEREAS, the Shareholders,
as collective owners of 100% of the Company’s outstanding share capital, will sell all their shareholdings of the company;
and


 


WHEREAS, BOXLIGHT
CORPORATION (formerly, Logical Choice Corporation), a private company
duly registered and incorporated under the laws of the State of Nevada (the “Buyer”), wishes to purchase from
all the shareholders their shares in the Company; and


 


WHEREAS, the Board
of directors of the Company (the “Board”) deems it to be in the best interest of the Company to enter into the
SPA; and


 


WHEREAS, the Board deems it to be in
the best interests of the Company to amend and replace the current Articles of Association of the Company by the adoption
of the Amended Articles of Association attached hereto as Annex B (the “Amended Articles”).


 


NOW, THEREFORE, IT WAS RESOLVED, to
approve, authorize and ratify the Board’s resolution, to approve and authorize the execution, delivery and performance by
the Company of the SPA and any and all of its exhibits, schedules and annexes, as well as any and all transactions contemplated
therein and thereby (whether or not separately approved hereby); and it was


 


RESOLVED FURTHER, to replace
the current Articles of Association of the Company with the Amended Articles.


 


RESOLVED FURTHER to approve Bruker’s
new Employment Agreement made part of the SPA and all terms and conditions thereto.


 


General Authorization


 


RESOLVED, that the shareholders hereby
ratify and confirm any and all acts taken in connection with the foregoing resolutions by the officers of the Company in good faith
in their capacities as such officers as the valid and binding acts of the Company duly approved by the Board; and it was


 






    	 		 



    	-2-



    

 


RESOLVED, that consistent with the foregoing
resolutions, Dov Bruker and any officer of the Company, is hereby authorized and directed, in the name and on behalf of the Company,
to do all things, to take all such actions, and to execute, deliver and file all such other instruments, reports, documents, and
regulatory and other notices as may be determined by such officer to be necessary or appropriate in effecting all or any of the
foregoing resolutions (such determination to be conclusively, but not exclusively, evidenced by the taking of such actions or the
execution, delivery, and filing of such instruments, reports, documents, or regulatory or other notices by such officer without
any further action or approval by the Board) and to take any such other action as may be necessary or advisable to carry out the
intent and purposes expressed in the foregoing resolutions.


 


IN WITNESS WHEREOF,
the undersigned has herein executed this Written Resolution of the Shareholders as of the date first written above.


 


	 	 	 
	Dov Bruker	 	Alejandro Jose
	 	 	 
	 	 	Merikanskas Halpern


 


	 	 	 	 	 
	Arturo Leon	 	Benjamin Kaufman	 	Judith Anat Herzog
	Merikanskas Halpern	 	 	 	 


 


List of Exhibits:


 


Exhibit A - Share Purchase Agreement


 


Exhibit B – Amended
Articles


 




    	 



    	 



    



  


 Exhibit
1.5(d)(vi) 


 


THE
COMPANIES LAW, 5759-1999


 


PRIVATE
COMPANY LIMITED BY SHARES


 


AMENDMED
ARTICLES OF ASSOCIATION


OF


 


GLOBISENS
LTD.


And
in Hebrew: 


גלוביסנס
בע”מ


 


DEFINITIONS


 


	1.	In
                                         these Articles of Association, the following terms in the left column shall bear the
                                         meaning assigned to them in the right column, unless such meaning is inconsistent with
                                         the subject matter or context:



 


	 	Boxlight	 	BOXLIGHT
    CORPORATION (formerly, LOGICAL CHOICE CORPORATION), a Nevada corporation.
	 	 	 	 
	 	“Bruker”
    	 	Mr.
    Dovi Bruker Israeli I.D #059629915, the founder of the Company and its CEO.
	 	 	 	 
	 	General
    Meeting 	 	An
    Annual Meeting or a Special Meeting of Shareholders, as defined in the Companies Law.
	 	 	 	 
	 	Directors/Board
    of Directors	 	The
    Board of Directors of the Company as it shall be from time to time, or, as the case may be, the Directors, or in the event
    that there shall be less than two, the Director of the Company, at that time.
	 	 	 	 
	 	Company	 	The
    Company referred to above.
	 	 	 	 
	 	Companies
    Law/the Law	 	The
    Companies Law, 5759-1999, as amended from time to time, and any other law, which shall apply to the Company, and which
    shall be valid at that time, as the case may be.
	 	 	 	 
	 	Interim
    Period	 	a
    certain term of time as defined in the SPA.
	 	 	 	 
	 	SPA	 	that
    certain Stock Purchase Agreement dated 31st October 2014(and its amendments).
	 	 	 	 
	 	These
    Articles of Association/ 	 	 
	 	These
    Articles	 	These
    Amended Articles of Association of the Company, as amended from time to time, in accordance with the provisions of the Companies
    Law.


 




    	 



    	 



    


 


THE
NAME OF THE COMPANY, ITS OBJECTS AND PURPOSE


 


	2.	The
                                         name of the Company is:



 


		(a)	In
                                         Hebrew: גלוביסנס בע”מ



 


		(b)	In
                                         English: GLOBISENS LTD.



 


	3.	The
                                         object for which the Company was established is to engage in any lawful business.



 


	4.	The
                                         purpose of the Company is to operate in accordance with commercial considerations in
                                         order to generate profits for the Company and for such purpose, the Company may take
                                         into consideration, inter alia, the interests of its creditors, employees and
                                         the public. The Company shall be entitled to contribute a reasonable amount of money
                                         to a worthy cause, even if such contribution is performed not according to commercial
                                         considerations, specified above.



 


PRIVATE
COMPANY


 


	5.	The
                                         Company is a private company.



 


		(a)	The
                                         number of Shareholders in the Company at any time shall not exceed fifty (50), excluding
                                         employees of the Company and former employees, and as such, even if following termination
                                         of their employment they continue to be shareholders. For the purpose of this Article,
                                         if two or more individuals hold a share or shares of the Company, jointly, they shall
                                         be deemed to be one Shareholder.



 


		(b)	The
                                         Company may not offer its shares to the public.



 


		(c)	The
                                         right to transfer shares of the Company is subject to the approval of the Board.



 


LIMITED
LIABILITY


 


	6.	The
                                         liability of each of the Shareholders of the Company is limited to the amount, which
                                         the Shareholder is called to pay to the Company for the shares, which have been allocated
                                         to him but have not yet been paid for by him.



 


SHARE
CAPITAL 


 


	7.	



 


		a.	The
                                         authorized share capital of the Company is 1,000,000 (one million) ordinary shares, NIS
                                         0.01 par value each.



 


		b.	Unless
                                         otherwise determined in these Articles of Association, each ordinary share shall entitle
                                         the holder thereof to all the rights usually entitled to shareholders in a company, including
                                         the right to participate in distribution of dividends to be distributed by the Company
                                         and the right to participate in distribution of Company’s remaining assets upon
                                         liquidation of the Company (on a pro rata basis), the right to receipt summons to General
                                         Meetings, the right to participate and vote at the General Meetings as well as voting
                                         with respect to any matter that the General Meeting is entitled to resolve (each share
                                         shall entitle the holder thereof to one vote). The Company may change the rights attached
                                         to its shares subject to the provisions of the Companies Law and these Articles of Association.



 




    	2



    	 



    


 


AMENDMENT
OF THE ARTICLES


 


	8.	Subject
                                         to Article 22, the Company may amend these Articles by a resolution adopted in a General
                                         Meeting by an ordinary majority.



 


BOARD
OF DIRECTORS


 


	9.	The
                                         Board of Directors of the Company shall consist of up to five (5) individuals three (3)
                                         of whom shall be designated by Boxlight, one (1) shall be Bruker and one (1) additional
                                         individual shall be designated by Bruker. In the event of a Buyer Repurchase Failure
                                         (as defined in the SPA), Boxlight’s nominated Directors shall automatically be
                                         terminated from their services to the Company.



 


ALTERNATE
DIRECTORS


 


	10.	A
                                         Director may, by written notice to the Company, appoint any individual, including an
                                         individual who already serves as a director or an alternate director in the Company’s
                                         Board of Directors, as an alternate for himself (“Alternate Director”),
                                         remove such Alternate Director and appoint another Alternate Director in his/her place.
                                         Unless the appointing Director, by the instrument appointing an Alternate Director or
                                         by written notice to the Company, limits such appointment to a specified period of time
                                         or restricts it to a specified meeting or action of the Board of Directors, or otherwise
                                         restricts its scope, the appointment shall be for all purposes, and for a period of time
                                         concurrent with the term of tenure of the appointing Director.



 


RESOLUTIONS
IN WRITING


 


	11.	Without
                                         derogating from any other means of convening a General Meeting which shall be permitted,
                                         from time to time, pursuant to the Law, the Company shall be entitled to convene a General
                                         Meeting by utilizing any means of media, so that all of the Shareholders who are participating
                                         can hear each other simultaneously.






 


A
resolution in writing signed by all the shareholders of the Company shall be deemed to have been lawfully adopted by the General
Meeting duly convened. Such resolution may consist of several counterparts in identical form, each signed by one or more Shareholder.





 


	12.	Without
                                         derogating from any other means of convening a Board meeting which shall be permitted,
                                         from time to time, pursuant to the Law, the Board shall be entitled to convene a meeting
                                         of the Board by utilizing any means of media, so that all of the Directors who are participating
                                         can hear each other simultaneously.






 


A
resolution in writing signed by all the Directors then in office and lawfully entitled to attend and vote thereon shall be deemed
to have been lawfully adopted by a meeting of the Board of Directors duly convened. Such resolution may consist of several counterparts
in identical form, each signed by one or more Directors.


 


THE
RIGHT NOT TO CONVENE AN ANNUAL MEETING 


 


	13.	The
                                         Company is entitled not to convene an annual General Meeting, in accordance with Section
                                         60 of the Companies Law, except when it is required for the appointment of the Company’s
                                         auditor; and all, unless one of the shareholders or Directors demanded the Company to
                                         convene an annual General Meeting.






 






    	3



    	 



    

 


	14.	In
                                         the event that the Company did not convene an annual General Meeting, the Company shall
                                         send to the Shareholders registered in its register of shareholders, once a year, the
                                         financial statements specified in Section 172 of the Companies Law, no later than the
                                         last date on which an annual General Meeting should have been held, in the event that
                                         Article 13 above was not included in these Articles.



 


TRANSFER
OF POWERS


 


	15.	The
                                         General Meeting may adopt a resolution according to which it shall obtain the powers
                                         vested in another organ of the Company and to transfer powers which are given to the
                                         general manager to the Board of Directors, all for a particular matter or for a particular
                                         period of time, in accordance with Section 50(a) of the Companies Law.



 


AUDIT


 


	16.	The
                                         General Meeting shall have the power to appoint auditors to the maximum time period provided
                                         under the Companies Law.



 


INSURANCE,
INDEMNIFICATION AND RELEASE OF OFFICERS


 


	17.	The
                                         Company shall be entitled to exempt, in advance, an Officer from his liability, in whole
                                         or in part, for damages due to breach of a duty of care toward the Company.






 


	18.	The
                                         Company may undertake, in advance, to indemnify an Officer, provided that the undertaking
                                         shall be limited to events of the kind which the Board of Directors believes can be anticipated,
                                         at the time taking the indemnification undertaking, and at an amount that the Board of
                                         Directors determined is reasonable under the circumstances. The Company may also resolve
                                         to indemnify an Officer of the Company retrospectively; all in relation to liability
                                         or expense that shall be permitted under the Law or any other law, as applicable on the
                                         date of such resolution and subject to the amount-limit prescribed by the Law.






 


	19.	The
                                         Company may enter into a contract for the insurance of its Officers, for liability incurred
                                         by them in their capacity as Officers, in whole or in part, in any of the following:



 


		(a)	Breach
                                         of a duty of care toward the Company or toward a third party.



 


		(b)	Breach
                                         of a duty of loyalty toward the Company, provided that the Officer acted bona fide and
                                         had reasonable grounds to assume that such act would not harm the Company’s interests.



 


		(c)	Monetary
                                         liability imposed on him in favor of a third party.



 


		(d)	Any
                                         other case in which it shall be possible, according to the Law, to insure an Officer
                                         on the date of the resolution.



 


	20.	The
                                         Company may indemnify an Officer, in connection with any one of the following:



 


		(a)	Monetary
                                         liability imposed on him in favor of a third party in a judgment, including a settlement
                                         or an arbitral award confirmed by a court, due to an action made by him in the capacity
                                         as an Officer of the Company; and



 


		(b)	Reasonable
                                         litigation expenses, including legal fees, incurred by the Officer, or for which a court
                                         found him liable, within the framework of proceedings filed against him by the Company
                                         or on its behalf or by a third party, or in a criminal action in which he was found innocent;
                                         all due to an action made by him in the capacity as an Officer of the Company.



 






    	4



    	 



    

 


	21.	The
                                         provisions of Articles 17 - 20 above are not intended, and shall not be interpreted,
                                         to restrict the Company in any manner in respect of the procurement of insurance and/or
                                         in respect of indemnification (i) in connection with any person who is not an Officer,
                                         and/or (ii) in connection with any Officer to the extent that such insurance and/or indemnification
                                         is not specifically prohibited under Law.



 


INTERIM
PERIOD


 


	22.	Notwithstanding
                                         anything to the contrary in these Articles of Association, during the Interim Period,
                                         without the prior written approval of Bruker, the Company and/or any Organ of the Company,
                                         shall not:



 


		a.	amend
                                         or otherwise modify these Amended Articles of Association;



 


		b.	(i)
                                         redeem, repurchase or otherwise acquire any of its share capital or other securities,
                                         (ii) issue, sell, pledge, dispose of or encumber any share capital, or securities convertible
                                         into or exchangeable for any share capital, or (iii) split, combine or reclassify any
                                         of its share capital (iii) register any transfer of the Company’s Shares or new
                                         Encumbrance (as defined in the SPA) of such Shares (other than to the benefit of Globisens
                                         Shareholders, as defined in the SPA and according to its terms);



 


		c.	merge
                                         or consolidate with, or acquire all or substantially all of the assets of any business
                                         or any corporation, partnership, joint venture, association or other business organization
                                         or division thereof; or effect an acquisition of shares or assets (including by way of
                                         merger) of another company;



 


		d.	sell,
                                         lease, license or otherwise distribute or dispose of any material assets or property,
                                         except the sale of inventory in the ordinary course of business;



 


		e.	(i)
                                         incur, assume, guarantee or modify any indebtedness for borrowed money in excess of $100,000,
                                         individually or in the aggregate, or (ii) create, incur or suffer to exist any Encumbrance
                                         (as defined in the SPA) upon any of its assets or properties in excess of $100,000, individually
                                         or in the aggregate, except in the ordinary course of business consistent with past practice;



 


		f.	transfer
                                         or license to any third party or otherwise extend, amend or modify any rights to any
                                         Company IP, other than non-exclusive licenses to the extent such licenses are an integral
                                         part of the sale of inventory in the ordinary course of business or pursuant to any Company
                                         Contract (that has been made available to Buyer prior to the date hereof);



 


		g.	change
                                         the manufacturer/production facility of the Company;



 


		h.	increase
                                         the size of the Board or change the composition of the Board;



 


		i.	effect
                                         any dissolution, liquidation or other winding up of the Company or the cessation of all
                                         or a substantial part of the business of the Company;



 


		j.	except
                                         for a material breach by Bruker of his obligations and agreement under his employment
                                         agreement, appoint or remove the Company’s CEO;



 


		k.	change
                                         or and/or effect any deviation therefrom from the 2 year annual operating plan and budget
                                         furnished to Boxlight prior to the execution of the SPA.



 


		l.	declare
                                         or pay any cash dividends or make any cash distributions to Company’s shareholders.



 






    	5



    	 



    



  


 Exhibit
1.5(d)(ix) 


 


	Name	 	ID Number	 	Bank Account Details 	 	#IBAN	 	Pro pata entitlement	 
	Dov Bruker	 	059629915	 	
        Bank: Poalim Le Israel

        Branch: 208

        Account name: BROKER YAAKOV DOV and ORIT
	 	
        #IBAN: IL530122080000000172734

        SWIFT: POALILIT

        
	 	62.54	%
	 	 	 	 	 	 	 	 	 	 
	Alejandro Jose Merikanskas Halpern	 	G06409398	 	
        Payee: Mauricio Merikanskas Berkovsky

        Payee Bank: JPMorgan (Suisse) SA

        Correspondent Bank: JPMorgan Chase Bank
	 	
        #IBAN: CH97083807819600 10003

        Swift: MGTCCHGG

        Swift: CHASUS33

        
	 	7.23	%
	 	 	 	 	 	 	 	 	 	 
	Arturo Leon Merikanskas Halpern	 	G04598437	 	
        Payee: Mauricio Merikanskas Berkovsky

        Payee Bank: JPMorgan (Suisse) SA

        Correspondent Bank: JPMorgan Chase Bank
	 	
        #IBAN: CH97083807819600 10003

        Swift: MGTCCHGG

        Swift: CHASUS33
	 	7.23	%
	 	 	 	 	 	 	 	 	 	 
	Benjamin Kaufman	 	064092359	 	
        Beneficiary: Accesso Investment Properties
        V , LLLP

        Address: 1140 E Hallandale Beach Blvd.
        Hallandale, Fl 33009

        Bank: Wells Fargo Bank

        Account: 3627924289

        ABA: 121 000 248

        Branch: Miami, Florida 33131

        Contact: Blanca Dunmayer ( 305 ) 789-1263
	 	 	 	20	%
	 	 	 	 	 	 	 	 	 	 
	Judith Herzog	 	013053301	 	
        First International Bank of Israel

        Hacarmel Branch

        ISRAEL
	 	
        #IBAN: IL
        180310090000000423491

        SWIFT FIRBILITXXX
	 	3	%



 






    	 



    	 



    



 


 Exhibit 1.5(d)(xi) 






 


Personal Employment Agreement


 


This Personal Employment Agreement (“Agreement”)
is entered into on August ___, 2015 (the “Effective Date”) by and between BOXLIGHT CORPORATIN (FORMERLY LOGICAL
CHOICE CORPORATION), a Nevada corporation (the “Parent”); GLOBISENS LTD., an Israeli corporation
(“Globisens” or the “Company”) (the “Company”) and DOVI BRUKER, an
individual residing at 19 Hadasim st’. Hod Hasharon Israel (the “Executive”).


 


	1.	Position.
	 	 	 
	 	1.1.	Since formation of the Company, Executive has been serving as the CEO of the Company and effective the date hereof, the parties agreed that Executive shall be employed by the Company and serve as the CEO of Globisens. Subject to the general direction and control of the Board of Directors of the Company (the “Board of Directors”), the Executive shall have responsibility for managing the Company’s business and corporate development, sales and assistance in evaluating financing transactions, as well as such other duties as are normally associated with and inherent in the duties of CEO. 
	 	 	 
	 	1.2.	The Executive also agrees to perform, subject to agreed additional compensation (including reimbursement of travel expenses), such services for the Company as the Company’s Board of Directors shall from time to time reasonably specify.
	 	 	 
	 	1.3.	The Executive’s services shall be performed at the offices of Globisens in Israel. The parties acknowledge, however, that the Executive may be required to travel, on occasion, in connection with the performance of his duties hereunder. It is clarified that all travel expenses shall be fully reimbursed by Globisens. It is agreed that all Executive’s transatlantic travel abroad (i.e. American, African or Asian countries) will be in business class.
	 	 	 
	 	1.4.	The Executive shall perform his duties diligently, conscientiously and in furtherance of the Company’s best interests. It is hereby acknowledged and agreed that Executive’s position requires a special degree of trust and/or is one in which working hours cannot be supervised; accordingly, the provisions of the Work and Rest Hours Law, 1951, concerning separate and/or additional payments for overtime or for working weekends or on national holidays, shall not apply to this Agreement and to Executive’s employment hereunder.
	 	 	 
	 	1.5.	Notwithstanding anything to the contrary in this Agreement, it is agreed that the Executive is entitled to devote one day per week (aggregately) to other personal business activities, as long as such activities does not compete with the Company and its business.
	 	 	 
	2.	Executive’s Representations and Understandings.
	 	 	 
	 	2.1.	The Executive represents and warrants that the execution and delivery of this Agreement and the fulfillment of its terms: (i) will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound; and (ii) do not require the consent of any person or entity. Further, with respect to any past engagement of the Executive with third parties and with respect to any permitted engagement of the Executive with any third party during the term of his engagement with the Company (for purposes hereof, such third parties shall be referred to as “Other Employers”), the Executive represents, warrants and undertakes that: (a) his engagement with the Company is and/or will not be in breach of any of his undertakings toward Other Employers and (b) the Executive will not disclose to the Company, nor use, any proprietary or confidential information belonging to any Other Employer and shall not enter into any contract, or assume any obligation, in the name, or on behalf of the Company, unless performed in accordance with the directions of the Company.



 






    	 



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	 	2.2.	The Executive agrees and undertakes to inform the Company, immediately after becoming aware of any matter that may in any way raise a conflict of interest between the Executive and the Company. During his employment by the Company, the Executive shall not receive any payment, compensation or benefit from any third party in connection, directly or indirectly, with his position in the Company.
	 	 	 
	 	2.3.	It is hereby acknowledged and agreed that Executive’s position with Company is a senior one, requires a special degree of trust and is one in which working hours cannot be supervised; accordingly, the provisions of The Work and Rest Hours Law, 1951, concerning separate and/or additional pay for overtime or for working weekends or on national holidays, shall not apply to this Agreement and to Executive’s employment hereunder.
	 	 	 
	 	2.4.	The Executive acknowledges and agrees that all information technology systems of the Company to which he shall have access are the sole and exclusive property of the Company. 
	 	 	 
	3.	Term and Termination. 
	 	 	 
	 	3.1.	The Executive’s employment with the Company began, or will begin, on the Effective Date and will continue until September 30 2017 [two years from the Closing] (the “Term”). 
	 	 	 
	 	3.2.	Notwithstanding the aforesaid, in the event of a Cause (as defined hereafter) the Company will be entitled to terminate this Agreement immediately and this Agreement and the employment relationship will be deemed effectively terminated as of the time of delivery of such notice (subject to any minimal mandatory notice requirement under applicable law). The term “Cause” means (i) the Executive engages in any act of dishonesty, fraud, misrepresentation, or intentional illegal conduct, embezzlement which is harmful to the Company; (ii) the Executive’s violation of any law or regulation applicable to the Company’s business which is materially harmful to the Company, (iii) an unauthorized use or disclosure by the Executive of the Company’s confidential information or trade secrets, (iv) a material breach by the Executive of any agreement between the Executive and the Company, (v) any circumstances which allow for termination without severance payment under the law.
	 	 	 
	 	3.3.	During the Term of this Agreement there shall be no change in Executive’s position with the Company or any obligations hereunder, unless otherwise agreed upon by the Parties hereto. Prior to termination of this Agreement the Executive will cooperate with the Company and use the Executive’s best efforts to assist the integration into the Company’s organization of the person or persons who will assume the Executive’s responsibilities.
	 	 	 
	 	3.4.	It is agreed and acknowledged by the Parties that in the event this Agreement is terminated without Cause by the Company, the Parent and the Company (jointly and severally) shall pay the Executive all he is due to and/or will be due to until the end of the Term, according to this Agreement. Such payment include (but not limited to) Base Salary, Commission, Social Benefits Etc until the end of the Term. 



 






    	 



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	4.	Proprietary Information; Confidentiality and Non-Competition. The Executive hereby agrees to the provisions of the Proprietary Information, Confidentiality and Non-Competition Agreement attached in Exhibit A hereto and simultaneously executes a copy thereof, the terms of which will survive termination of this Agreement.
	 	 
	5.	Salary. 
	 	 	 
	 	5.1.	The Parent and the Company shall cause the Company to pay the Executive as compensation for the employment services hereunder, an aggregate monthly compensation in the amount in NIS equals to USD 11,666.66 (the “Base Salary”). The Base Salary includes a sum of USD 1,500 in consideration of the Executive’s non-competition obligation under Exhibit A. In addition, the Company shall have the right at any time to increase (but not decrease) the Base Salary, all as shall be determined by the Board of Directors of the Company in the exercise of their sole discretion. 
	 	 	 
	 	5.2.	Payment of the Base Salary will be made no later than the 10th day of each calendar month after the month for which the Salary is paid, after deduction of applicable taxes and any amounts deductible under this Agreement.
	 	 	 
	 	5.3.	In addition to the Base Salary, the Executive shall be entitled to receive a commission equal to three percent (3%) of the net sales revenues generated during the Term and received by the Company (even if received following such Term), after sales discounts and returns (the “Commission”). Such Commission shall be payable at the end of each calendar quarter on a quarterly basis, based on the net sales revenues received by the Company during such calendar quarter, commencing December 31th, 2015 (with the first payment to be pro-rated from the Effective Date through December 31st 2015) and ending 6 months following the end to the Term.
	 	 	 
	 	5.4.	The Base Salary and the Commission shall be paid to the Executive in the prevailing currency in Israel at applicable exchange rates with the U.S. dollar.
	 	 	 
	 	5.5.	Except as specifically set forth herein, the Base Salary includes any and all payments to which Executive is entitled hereunder and under any applicable laws, regulations or agreements, excluding Commission. The Base Salary and it alone, shall be the basis for the provisions and deductions in respect of the social benefits specified in this agreement; and the Commission, all the bonuses, contributions to expenses and other benefits granted to the Executive (if at all) do not constitute a component of the Base Salary.
	 	 	 
	6.	Stock Options, ESOP .
	 	 	 
	 	6.1.	In addition to (and not in lieu of) the Base Salary and Commission, the Executive shall be granted; (a) stock options (the “Options”) entitling the Executive to purchase 150,000 common stock equals to __% of Parent issued and outstanding capital stock on a fully diluted basis at the time of grant according to that certain option agreement to be attached to this agreement (the “Option Shares”) at the exercise price equal to 100% of the “Fair Market Value” (as defined herein) of the shares of Parent common stock, $0.001 par value per share (the “Common Stock”). The Options shall vest over a two year vesting period, under which fifty percent (50%) of the Option Shares may be purchased on a cumulative basis) at the end of each twelve months period (an “Anniversary Year”) during the Term of Employment. Options that have vested in any one Anniversary Year, but not exercised in full, shall carry over and may be exercised in any one or more succeeding Anniversary Years. Options may be exercised only if the Executive remains in the employment of the Company or another subsidiary of the Parent; provided, that, except for termination for Cause (as defined), any vested Options may be exercised by the Executive or his estate within 90 days after such employment shall terminate. To the extent not exercised all vested Options shall expire on a date which shall be four (4) years and six months from the Effective Date of this Agreement. As used herein “Fair Market Value” shall mean One United States Dollar ($1.00) per Option Share. In the event that, at the time of exercise of any Options, the Parent Common Stock is then trading on a public stock exchange at a per share price in excess of the exercise price of the Options, the Executive may exercise the Options on a “cashless basis” in accordance with the formula below.



 






    	 



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        Net Number = (A x B) -
        (A x C)

                                               D

	 	 	 
	 	 	For purposes of the foregoing formula:
	 	 	 
	 	 	A = the total number of Option Shares with respect to which the Option is then being exercised.
	 	 	 
	 	 	B = the closing price of the Common Stock on the date immediately preceding the date written notice of his full or partial exercise of the Option is given by the Executive.
	 	 	 
	 	 	C = the $1.00 per share Exercise Price of the Option.
	 	 	 
	 	 	D = the Closing Sale Price of the Common Stock on the date of the Exercise Notice.
	 	 	 
	 	 	The Company’s board of directors shall adopt an option plan (ESOP) according to the tax rules in Israel and such plan should be filed with the tax authorities within 3 months following the date the Effective Date.
	 	 	 
	7.	Social Benefits. 
	 	 	 
	 	7.1.	The Company shall, on a monthly basis, pay to a pension scheme for the benefit of the Executive and shall deduct from the Executive’s Salary a respective payment towards such pension scheme (the “Pension Scheme”), all with respect to the entire Base Salary. The Employee will be entitled to select the Pension Scheme manager or insurance agent at its discretion. The Company shall pay towards a loss of working ability component in accordance with the Company’s general arrangement, an amount of up to 2.5% of the Base Salary. Subject to applicable law, except if requested otherwise by the Executive, the Pension Scheme shall be of a managers’ insurance type and the contribution to such insurance will be as follows: (i) the Company will pay an amount equal to 6% (six percent) of the Salary towards a fund for life insurance and pension, and shall deduct from the Executive’s Salary an amount equal to 6% (six percent) of the Salary and pay such amount towards the Pension Scheme on the Executive’s behalf; and (ii) the Company will pay an amount equal to 8 1/3% (eight percent and one third of a percent) of the Salary towards a severance compensation. The Executive may request a different type of Pension Scheme, provided that that the total payments by the Company towards such scheme will not be greater than the total payments by the Company set forth above in this Section 7.1.



 






    	 



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	 	7.2.	For the avoidance of doubt, it is hereby expressed that if and in the event that the Executive decides that the said payments to the Pension Scheme should be deposited in a policy already existing to his benefit or that shall be created for such purpose, the Company shall not be liable for any action or omission related to deposit of payments in such policy, which is not related to the Executive’s employment in the Company.
	 	 	 
	 	7.3.	As of the first calendar month following the Effective Date, the Company and the Executive will maintain an advanced study fund (Keren Hishtalmut). The Company will contribute to such fund an amount equal to 7.5% of the Base Salary, and will deduct from the net Base Salary and transfer to such fund an amount equal to 2.5% of the Base Salary, but up to the maximum amount exempted from tax payment under applicable laws. For the avoidance of doubt, no amount remitted by the Company in respect of this paragraph will be considered as part of the Base Salary for purposes of any deduction therefrom or calculations of severance pay.
	 	 	 
	8.	Vacation.
    The Executive will be entitled to 28 paid vacation days per year. The Company will be entitled to direct the use of the
    vacation days, at its discretion. Executive shall be entitled to accumulate unused vacation days. 
	 	 
	9.	Expenses.
    The Executive shall be entitled to reimbursement of all out-of-pocket expenses for entertainment, travel, meals, hotel
    accommodations, and the like incurred by him in the interest of the Company (all upon submission of appropriate documentation).
	 	 
	10.	Car.
	 	 
	 	10.1.	During the Term, the Company shall provide the Executive with the exclusive use of a car, for his business and his and his family’s personal use, which car shall be Employee existing car – Ford Edge license #59-391-71(the “Car”). The Company shall bear all expenses with respect to the Car, including gasoline expenses, comprehensive insurance coverage, maintenance, repairs and other costs of the Car, excluding payment of parking tickets or traffic tickets and any tax for which Executive is liable for the value of the use of the. 
	 	 	 
	 	10.2.	The Executive shall use said Car reasonably and properly as an owner who cares for his property. 
	 	 	 
	 	10.3.	In the absence of another arrangement in writing between the Executive and the Company, at the end of the Term the Executive shall have the right to (i) buy the Car at its market value minus 20%; or (ii) return the Car to the Company. 
	 	 	 
	11.	Sick
    Leave & Convalescence Pay. The Executive is entitled to sick leave, sick pay and convalescence pay at the rates and
    times prescribed by law.
	 	 
	12.	Policies
    and Procedures. Executive undertakes to abide by the Company’s policies and procedures as they may be from time
    to time.




 






    	 



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	13.	Tax.
    The Company shall legally deduct and withhold income tax payments and any other obligatory payments, such as social security
    and health insurance, from all the payments, which shall be paid to the Executive in accordance with this Agreement and as
    required by law, and as shall be updated from time to time. The Executive hereby instructs the Company to deduct such payments
    towards the Study Fund and the Pension Scheme, from his Salary.
	 	 
	14.	Assignment.
    This Agreement may not be assigned under any circumstances by either party. Neither the Executive nor his estate shall
    have any right to commute, encumber or dispose any rights to receive payments hereunder, it being agreed that such payment
    and the right thereto are nonassignable and nontransferable. 
	 	 
	15.	Governing
    Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel.
    All actions and proceedings arising out of or relating to this Agreement shall be brought by the parties and heard and determined
    only in a court located in Tel Aviv, Israel and the parties hereto consent to jurisdiction before and waive any objections
    to the venue of such courts. The parties hereto agree to accept service of process in connection with any such action or proceeding
    in any manner permitted for a notice hereunder. 
	 	 
	16.	General.
    Headings in this Agreement are included for reference purposes only and are not to be used in interpreting this Agreement.
    The exhibits to this Agreement constitute an integral part thereof. Subject to applicable law, no collective bargaining agreement
    will apply to the relationship between the parties. No failure, delay of forbearance of either party in exercising any power
    or right hereunder will in any way restrict or diminish such party’s rights and powers under this Agreement, or operate
    as a waiver of any breach or nonperformance by either party of any terms of conditions hereof. In the event it is determined
    under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination
    will not affect the remaining provisions of this Agreement unless the business purpose of this Agreement is substantially
    frustrated thereby. This Agreement is personal and constitutes the entire understanding and agreement between the parties,
    regarding the employment of the Executive and supersedes any and all prior discussions, agreements and correspondence with
    regard to the subject matter hereof , and may not be amended, modified or supplemented in any respect, except by a subsequent
    writing executed by both parties. The Executive acknowledges and confirms that all terms of Executive’s employment are
    personal and confidential, and undertakes to keep such term in confidence and refrain from disclosing such terms to any third
    party. 
	 	 
	17.	The Executive acknowledges that this Agreement, together with the Exhibits thereto, constitutes a due notice to the Executive of the terms of employment, as required under law. 




 


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


 


[SIGNATURE PAGE FOLLOWS]


 




    	 



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	GLOBISENS LTD. (Company)	 	DOVI BRUKNER
	 	 	 
	 	 	 	Signature : 	 
	By:	 	 	 	 
	 	 	 	 	 
	BOXLIGHT CORPORATIN	 	 	 
	(Parent)	 	 	 
	 	 	 	 
	By: 	 	 	 	 


 




    	 



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Exhibit A


Confidentiality, Invention
Assignment and Non-Competition Undertaking 


(the “Undertaking”)


 


I, the undersigned,
__________ (ID No. ____________), hereby declare and undertake towards Globisens Ltd. (the “Company”) as
follows:


 


	1.	In this Undertaking: the term “Confidential Information” means any and all information relating to the Company’s proprietary technology or business, including, without limitation, information, data, know-how, formulas, concepts, tests, trial results, trial protocols and trial procedures, drawings, specifications, applications, designs and trade secrets, patents, know-how, technology data and all other information, design methodology, engineering and manufacturing processes and data and information related to equipment, suppliers, sales, customers, potential customers, business operations and plans, financial situation, members, Executives and investors.
	 	 
	2.	The term “Confidential Documents” means any documents containing Confidential Information, including without limitation: (i) any documents, notes, memoranda, trial protocols, summaries, analyses, paper works, sketches, designs, charts, specifications, prints, compilations, or any other writings relating to the Confidential Information, and any other materials embodied in drawings, floppy discs, tapes, CD ROM, software or in any other possible way containing or relating to the Confidential Information or any part thereof, whether or not prepared by the Company or on its behalf, (ii) all documents received, used, or that shall be received or used, by me in relation with my engagement with the Company, and/or (iii) the contents of such Confidential Documents as stored in my memory. 
	 	 
	3.	I am fully aware that the Confidential Information and Confidential Documents are the exclusive property of the Company, and that they were made or shall be made available to me and for my use solely for the purpose of my work as an Executive of the Company. 
	 	 
	4.	I undertake towards the Company as follows:
	 	 
	 	4.1.	To maintain as fully confidential all Confidential Information and Confidential Documents;
	 	 	 
	 	4.2.	Not to disclose or divulge to any third party, or allow any third party access to any of the Confidential Information or Confidential Documents, or use any of thereof, whether directly or indirectly, save exclusively for the purposes of my work as an Executive of the Company.
	 	 	 
	 	4.3.	Not to misuse any of the Confidential Information or Confidential Documents, or any part thereof, in a manner other than the usual use of the Confidential Information and Confidential Documents and for a purpose other than the purpose for which the Confidential Information and Confidential Documents were divulged to me.
	 	 	 
	 	4.4.	Not to duplicate, copy, scan, or create in any other way copies of the Confidential Documents or any part thereof, except for the purpose for which the Confidential Information and Confidential Documents were divulged to me.



 






    	 



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	 	4.5.	Upon demand from the Company, at any time whatsoever, to promptly return to the Company the Confidential Information and Confidential Documents or any part thereof or copies thereof in any form whatsoever, and to, if so required, confirm in writing to the Company that all the Confidential Information and Confidential Documents or any copies thereof in any form whatsoever which had been in my possession have been returned to the Company, and that I did not retain any copies of it, including copies made by electronic forms.
	 	 	 
	 	4.6.	I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.
	 	 	 
	5.	I further undertake and confirm:
	 	 
	 	5.1.	To promptly disclose in confidence to the Company any and all inventions, improvements, designs, concepts, techniques, methods, systems, processes, experiments, know- how, computer software programs, databases, mask works and trade secrets of any kind whatsoever, whether or not patentable, copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice or created by me, either alone or jointly with others, during the period of my employment (whether or not in the course of my employment) (“Inventions”).
	 	 	 
	 	5.2.	That all Inventions that (a) are developed using equipment, supplies, facilities or Confidential Information of the Company, or (b) result from work performed by me for the Company, or (c) relate to the Company’s business or current or anticipated research and development, are and will be the sole and exclusive property of the Company, all whether conceived and developed during my employment in the Company and/or prior to my employment by the Company (“Company’s Inventions”). 
	 	 	 
	 	5.3.	That the consideration received by me from the Company constitute the sole and exclusive consideration to which I am entitled, by virtue of any contract or law (including, but not limited to, the Israeli Patent Law, 5727-1967) (the “Patent Law”), in respect of any and all Company’s Invention, and I hereby waive all past, present and future demands, contentions, allegations or other claims, of any kind, in respect thereof, including the right to receive any additional royalties, consideration or other payments. Without derogating from the aforesaid, it is hereby clarified that under no circumstances I shall be deemed to have any proprietary right in any such Company’s Invention, notwithstanding the provision or non-provision of any notice of an invention and/or company response to any such notice, under Section 132(b) of the Patent Law. This agreement if expressly intended to be an agreement with regard to the terms and conditions of consideration for service inventions in accordance with Section 134 of the Patent Law.
	 	 	 
	 	5.4.	To transfer and assign to the Company all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Company’s Invention, and any and all moral rights that I may have in or with respect to any Company’s Invention. 



 






    	 



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	 	5.5.	To assist the Company, at the Company’s expense, in every proper way, to obtain for the Company and enforce patents, copyrights, trademarks, mask work rights, and other legal protections for the Company’s Inventions in any and all countries, and to sign any documents that the Company may reasonably request for use in obtaining or enforcing such patents, trademarks, copyrights, mask work rights, trade secrets and other legal protections.
	 	 	 
	 	5.6.	That in the event that the Company is unable for any reason, to secure my signature on any document needed in connection with the actions specified above, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding provisions with the same legal force and effect as if executed by me. I hereby waive and relinquish to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any proprietary rights assigned hereunder to the Company.
	 	 	 
	6.	The restrictions of use and disclosure set forth in this Undertaking shall not apply to any Confidential Information and Confidential Documents, which after they were disclosed, became available to the general public, through no breach of a confidentiality undertaking towards the Company. 
	 	 
	7.	I hereby undertake that during the term of my employment or engagement with the Company:
	 	 
	 	7.1.	Not to engage, directly or indirectly, with any customer or potential customer or sub-contractor of the Company (whether as Executive, consultant, self-employed or otherwise) in any matter relating to the Company’s business, except if such engagement is made on behalf of the Company.
	 	 	 
	 	7.2.	Not to engage, directly or indirectly, for whatsoever reason, in Israel or anywhere else, in any business, position, employment or other engagement whatsoever in the sphere of operations of the Company, which directly or indirectly competes with the Company’s business, except if such engagement is made on behalf of the Company. For avoidance of doubt, in this Section ‎7.3, Company’s operations and Company’s business mean operations and/or business which are actually performed or under substantial development at any time during my engagement with the Company.
	 	 	 
	 	7.3.	Not to, directly or indirectly, solicit or cause: (i) any customer or sub-contractor of the Company to terminate its engagement with the Company for the purpose of associating with any business or activity, which competes with the Company’s business or – (ii) a person in the employ of the Company to terminate his/her employment for the purpose of associating with any business or activity, which competes with the Company’s business.
	 	 	 
	8.	It is agreed and recorded that, without prejudice to any right or remedy which is available to the Company under any law or agreement, the unauthorized disclosure or use of any Confidential Information and Confidential Documents or a breach of this Undertaking, shall cause immediate or irreparable injury to the Company and that the Company cannot be adequately compensated for such injury in monetary damages; therefore, in order to safeguard the Company from any possible breach of such Undertaking, I consent in advance that the Company shall be permitted to obtain, from any Israeli Court or Israeli Tribunal, any temporary or permanent injunctive relief necessary to prevent such unauthorized disclosure, use or breach, or threat of unauthorized disclosure, use or breach.


 






    	 



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	9.	This Undertaking shall form an integral part of my employment with the Company and a breach of my obligations hereunder, shall also constitute a material breach of such employment agreement. 
	 	 
	10.	This Undertaking shall be governed by the laws of the State of Israel and the competent courts in Tel-Aviv shall have exclusive jurisdiction in all matters pertaining or relating thereto.
	 	 
	11.	If any condition, term or covenant of this Undertaking shall at any time be held to be void, invalid or unenforceable, such condition, covenant or term shall be construed as severable and such holding shall attach only to such condition, covenant or term and shall not in any way affect or render void, invalid or unenforceable any other condition, covenant or term of this Agreement, and this Agreement shall be carried out as if such void, invalid or unenforceable term were not embodied herein.
	 	 
	12.	Unless specifically limited herein, this Undertaking shall be valid: (i) during the term of my engagement with the Company, and unless the Company waived such right in writing, following termination of my engagement with the Company without time limitation; (ii) in Israel or outside Israel, and - (iii) whether such Undertaking may or may not be registered under any register prescribed by law. 







 


	 	Executive Name:	 



 


	 	I.D:	 



 


	 	Signature:	 



 


	 	Date: 	 


 




    	 



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