UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 24, 2020

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

BOXLIGHT CORPORATION

1045 Progress Circle

Lawrenceville, Georgia 30043

(Address Of Principal Executive Offices) (Zip Code)

678-367-0809

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 1.01 Entry Into Material Definitive Agreements.

Acquisition of Sahara Holdings Limited

On September 24, 2020, the Company entered into a share purchase agreement (the “Sahara SPA”) with the stockholders (the “Sellers”) of Sahara Holdings Limited, a private limited company operating under the laws of the UK (“Sahara”), pursuant to which the Company purchased 100% of the outstanding shares of Sahara, thereby acquiring Sahara, its operating company, Sahara Presentations Limited PLC, a UK private limited company and its subsidiaries (together with “Sahara,” the “Sahara Entities”). Sahara Presentations is a cutting-edge audio visual technology company operating out of Dartford, England, with operations in the U.K., the Netherlands, Germany, Sweden, Finland and the U.S.

As consideration for the purchase of the Sahara Entities, the Company paid to the Sellers (i) £52,000,000 in cash; (ii) 1,548,000 shares of Series B convertible preferred stock (the “Series B Preferred Stock”); and (iii) 1,290,000 shares of Series C non-voting convertible and redeemable preferred shares (the “Series C Preferred Stock”). The Series B Preferred Stock has a stated and liquidation value of $10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8% per annum, payable quarterly. The Series B Preferred Stock is convertible into the Company’s Class A common stock at a conversion price set at the closing price of BOXL’s Class A common stock on the Nasdaq stock market on September 25, 2020 (the “Conversion Price”) either (i) at the option of the holder at any time after January 1, 2024 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price. The Series C Preferred Stock has a stated and liquidation value of $10.00 per share and is convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price. In addition, the Company has agreed to issue up to 3,000,000 restricted stock units (“RSUs”) to certain Sahara employees, which RSUs will vest in equal monthly instalments over a period of 48-months.

To the extent not previously converted into Conversion Shares, the outstanding shares of Series B Preferred Stock shall be redeemable at the option of the Holders at any time or from time to time commencing on January 1, 2024, upon thirty (30) days prior written notice to the Holders, for a redemption price, payable in cash, equal to sum of (a) Ten ($10.00) multiplied by the number of shares of Series B Preferred Stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. The Series C Preferred Stock is also subject to redemption on the same terms commencing January 1, 2026.

The foregoing descriptions of the terms and conditions of the Sahara SPA, the Series B Preferred Stock and the Series C Preferred Stock do not purport to be complete and are qualified in its entirety by reference to the Sahara SPA, the Series B Preferred Stock certificate of designation and the Series C Preferred Stock certificate of designation, which are attached hereto as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, and terms such as “anticipate,” “expect,” “intend,” “may,” “will,” “should” or other comparable terms, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those statements include statements regarding the intent, belief or current expectations of the Company and members of its management, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including general acquisition-related risks, such as integrating acquired assets into the Company’s operations, unforeseen operating difficulties and expenditures, and diversion of management attention, and others described in the Company’s periodic reports filed with the Securities and Exchange Commission. There can be no assurance that the Sahara Acquisition will prove to be beneficial to the Company. Actual results may differ materially from those contemplated by such forward-looking statements. Except as required by federal securities law, the Company undertakes no obligation to update or revise forward-looking statements to reflect changed conditions.

Lind Global Asset Management Funding

As disclosed on the Company’s Current Report on Form 8-K, dated September 22, 2020, as amended on Form 8-K/A on September 24, 2020, the Company entered into a Share Purchase Agreement with Lind Global Asset Management, LLC, a Delaware limited liability company (“Lind”), for the purchase of a $22,000,000 secured convertible note (the “Note”) for consideration of $20,000,0000 (“Funding”). The Company received Funding from Lind on September 22, 2020 at which time the Company issued the Note to Lind.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 of this Current Report on Form 8-K concerning the Sahara SPA is hereby incorporated by reference into this Item 2.01.

Item 3.02 Unregistered Sale of Equity Securities

The disclosures set forth in Item 1.01 above are incorporated herein by reference. The aforementioned Series B Preferred Stock and Series C Preferred Stock were issued to the Sellers pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares of Series B Preferred Stock and Series C Preferred Stock and the shares of Common Stock issuable upon conversion of such series of Preferred Stock were acquired solely for investment purposes and with no immediate intention to distribute.

Item 8.01 Other Events.

On September 25, 2020, the Company issued a press release announcing the completion of the Sahara acquisition, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(d)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 4.1

Exhibit A to Certificate of Designation

BOXLIGHT CORPORATION

The undersigned, the Chief Executive Officer of Boxlight Corporation, a Nevada corporation (the “Corporation”), does hereby certify that, pursuant to Nevada Revised Statute 78.1955 and the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, the following resolution creating a series of preferred stock to be designated as Series B Convertible Preferred Stock, was duly adopted on September 18, 2020.

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by provisions of the Articles of Incorporation of the Corporation, as amended and restated on December 13, 2016 as document number 20160540929-18 (the “Articles of Incorporation”), there hereby is created out of the 50,000,000 shares of authorized preferred stock, par value $0.0001 per share (the “Preferred Stock”), of the Corporation, as authorized in Article FOURTH of the Corporation’s Articles of Incorporation, a series of Preferred Stock of the Corporation, to be designated “Series B Preferred Stock,” consisting of up to One Million Five Hundred Eighty Five Thousand and Twenty (1,585,020) shares of the Corporation’s Series B non-voting convertible redeemable preferred stock, par value $0.0001 per share, which Series B Preferred Stock shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions:

TERMS OF SERIES B CONVERTIBLE PREFERRED STOCK

1. Designation and Number.

(a) A series of Preferred Stock of the Corporation, designated as non-voting, convertible and redeemable Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), is hereby established. The number of authorized shares of Series B Preferred Stock to be issued shall be One Million Five Hundred Eighty Five Thousand and Twenty (1,585,020) shares.

(b) The stated and liquidation value of the Series B Preferred Stock shall be Ten Dollars ($10.00) per share (“Stated Value”).

(c) The Series B Preferred Stock is being issued to the shareholders of Sahara Holdings Limited (“Sahara”) pursuant to the terms of that certain share purchase agreement among the shareholders of Sahara (the “Sellers”) and the Corporation, dated September __, 2020 (the “Purchase Agreement”). Unless otherwise separately defined in this Certificate of Designation (this “Certificate”), all capitalized terms, when used herein, shall have the same meaning as they are defined in the Purchase Agreement.

(d) As used in this Certificate, the term “Holders” shall mean the shareholders of Sahara or one or more other holder(s) of shares of Series B Preferred Stock.

2. Rank. All shares of the Series B Preferred Stock shall rank:

(a) senior to (i) the Corporation’s Class A voting common Stock, $0.0001 par value per share, of the Corporation (the “Class A Common Stock”); and (ii) the Corporation’s Class B non-voting common Stock, $0.0001 par value per share, of the Corporation (the “Class B Common Stock”) and (iii) except as set forth in Section 2(b) below, any other class of Preferred Stock which shall be specifically designated as junior to the Series B Preferred Stock, (collectively, with the Common Stock and Preferred Stock, the “Junior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary;

(b) pari passu and on parity with the Corporation’s Series C Preferred Stock and any other class or series of Preferred Stock of the Corporation hereafter created specifically ranking, by its terms, on parity with the Series B Preferred Stock (the “Pari Passu Securities”); and

(c) junior to any class or series of secured debt securities or indebtedness of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock (collectively, the “Senior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

3. Dividends. The Series B Preferred Stock shall pay an annual dividend out of the consolidated earnings and profits of the Corporation at the rate of eight percent (8%) per annum (the “Dividend”); which Dividend shall be payable on a quarterly basis on the last Business Day of each March, June, September and December, commencing December 31, 2020 (each a “Dividend Payment Date”) and shall be calculated by multiplying two percent (2%) (expressed as a decimal) by the product of (a) the number of outstanding shares of Series B Preferred Stock on the applicable Dividend Payment Date, times (b) the $10.00 Stated Value per share of the Series B Preferred Stock.

4. Liquidation Preference. In the event of a merger, sale (of substantially all assets or stock), any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, then, either (i) after any distribution or payment on Senior Securities, (ii) simultaneous and on a pro-rata basis with any distribution or payment on Pari Passu Securities, and (iii) before any distribution or payment shall be made to the Holders of the Common Stock or any other Junior Securities, each Holder of Series B Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, an amount (the “Liquidation Preference”) equal to the aggregate number of shares of Series B Preferred Stock then outstanding multiplied by ten dollars ($10.00). If the assets of the Corporation are not sufficient to generate cash sufficient to pay in full the Liquidation Preference, then the Holders of Series B Preferred Stock shall share ratably (together with Holders of any Pari Passu Securities) in any distribution of cash generated by such assets in accordance with the respective amounts that would have been payable in such distribution as if the amounts to which the Holders of outstanding shares of Series B Preferred Stock are entitled were paid in full.

5.  Voting Rights. Except as otherwise set forth herein, the Holders of Series B Preferred Stock shall have no right to vote as a separate class on any matter submitted to vote by the stockholders of the Corporation, excluding, however, any proposed amendment that would adversely alter or change any preference or any relative or other right given to the Series B Preferred Stock; in which event the Series B Preferred Stock may vote as a separate class with respect to such amendment.

6. Conversion.

(a) Optional Conversion. The Series B Preferred Stock shall not be convertible at the option or election of the Holder into Class A Common Stock of the Corporation until January 1, 2024. Thereafter, but subject at all times to the provisions of Section 10 below, the Series B Preferred Stock may be converted, in whole or in part, at the option of any one or more Holder into shares of Class A Common Stock of the Corporation (the “Conversion Shares”) at the Conversion Price per share set forth in Section 6(c) below.

(b) Mandatory Conversion. Notwithstanding the provisions of Section 6(a) or any other provision of this Certificate (but subject at all times to the provisions of Section 10 below) in the event that the volume weighted average price (“VWAP”) of the Corporation’s Class A Common Stock, as traded on the Nasdaq Capital Market (“Nasdaq”) or other recognized securities exchange in the United States, for any twenty (20) consecutive trading days shall exceed two hundred percent (200%) of the Conversion Price then in effect (a “Mandatory Conversion Event”), then and in such event, all of the outstanding shares of Series B Preferred Stock shall automatically, and without any further action on the part of the Holders, convert into shares of the Corporation’s Class A Common Stock at such Conversion Price.

(c) Conversion Price. The conversion price of the Series B Preferred Stock shall be $_____¹ (the “Conversion Price”). Such Conversion Price shall subject to adjustment pursuant to Section 8 below. Each share of Series B Preferred Stock shall be convertible into that number of shares of Class A Common Stock as shall be determined by dividing (i) $10.00 by (ii) the Conversion Price then in effect.

7. Notice of Conversion.

(a) In order to cause an optional Conversion of shares of Series B Preferred Stock pursuant to Section 6(a), the Holder of Series B Preferred Stock shall: (i) fax (or otherwise deliver) a copy of the fully executed notice of Conversion to the Corporation (Attention: Chief Financial Officer), no later than ten (10) days prior to the record date of such Conversion (the “Notice of Conversion”) and (ii) the Holder of Series B Preferred Stock shall surrender or cause to be surrendered only those original certificates of Series B Preferred Stock that shall be converted into Conversion Shares (the “Series B Preferred Stock Certificates”), duly endorsed. Upon receipt by the Corporation of the Holder’s original certificates representing the Series B Preferred Stock subject to Conversion and the Notice of Conversion, the Corporation shall promptly send, via facsimile or email, a confirmation to such Holder stating that the Series B Preferred Stock Certificates has been received and the date upon which the Corporation expects to deliver the Conversion Shares issuable upon such Conversion and the name and telephone number of a contact person at the Corporation regarding the Conversion Shares.

(b) Upon the occurrence of a Mandatory Conversion Event, the Corporation shall (i) fax or email the Holders of consummation of the Mandatory Conversion Event, in which case the original certificates of Series B Preferred Stock shall automatically, and without any further action on the party of the Holders, be converted into Conversion Shares and shall be deemed to represent the applicable number of Conversion Shares. The Corporation shall electronically provide to each Holder evidence of such Person’s ownership of Conversion Shares, as reflected on the Corporation’s Stock Register maintained by its transfer agent.

8. Adjustment for Reclassification, Exchange, and Substitution. If at any time or from time to time after the date upon which the first share of Series B Preferred Stock was issued by the Corporation (the “Original Issuance Date”), the shares of the Corporation’s Class A Common Stock (which shall include the Conversion Shares issuable upon the conversion of the Series B Preferred Stock), shall be changed into the same or a different number of shares of any class or classes of stock, whether by forward or reverse split(s) of the outstanding Corporation Class A Common Stock, recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or otherwise, then, in any such event, each Holder of Series B Preferred Stock shall have the right thereafter to convert such Series B Preferred Stock into the kind and amount of stock and other securities and property receivable upon such stock split(s), recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change into the number of Conversion Shares into which such shares of Series B Preferred Stock could have been converted immediately prior to such forward or reverse split(s), recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change, or with respect to such other securities or property by the terms thereof.

¹ 100% of the closing price of the Corporation’s Class A Common Stock, as traded on the Nasdaq Capital Market on September __, 2020 [being the trading day immediately following Completion of the transactions contemplated by the Purchase Agreement], as reported on Nasdaq.com.

9. Reservation of Corporation Common Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of the Corporation’s Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, such number of its shares of Corporation Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Corporation Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Corporation Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation’s Articles of Incorporation.

10. Compliance with Nasdaq Rule. In the event that the aggregate number of Conversion Shares into which all shares of Series B Preferred Stock and all shares of Series C Preferred Stock issued pursuant to the Purchase Agreement may be converted shall equal or exceed twenty (20%) percent of the issued and outstanding shares of Class A Common Stock of the Corporation, then and in such event, and, in accordance with Nasdaq Rule 5635(d), the Corporation shall, on or before December 31, 2020, call a special meeting of its shareholders for the purpose of approving, adopting and ratifying (a) all of the transactions contemplated by the Purchase Agreement and (b) the issuance of the shares of Series B Preferred Stock and Series C Preferred Stock (the “Required Shareholder Approvals”). In the event that for any reason, the requisite holders of a majority of the issued and outstanding shares of Class A Common Stock of the Corporation do not provide such Required Shareholder Approvals, then and in such event, the Series B Preferred Stock and the Series C Preferred Stock shall no longer be subject to optional or mandatory conversion into Conversion Shares, but shall be subject to redemption at the option of the Holders in accordance with Section 11 below.

11. Redemption. To the extent not previously converted into Conversion Shares, the outstanding shares of Series B Preferred Stock shall be redeemable at the option of the Holders at any time or from time to time commencing on January 1, 2024, upon thirty (30) days prior written notice to the Corporation, for a redemption price, payable in cash, equal to sum of (a) Ten ($10.00) multiplied by the number of shares of Series B Preferred Stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares.

12. Fractional Shares. No fractional share shall be issued upon the conversion of any share or shares of Series B Preferred Stock. All shares of Class A Common Stock of the Corporation (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a Holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share.

13. No Reissuance of Series B Preferred Stock. No share or shares of Series B Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

14. Amendment. This Certificate or any provision hereof may be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance with the Nevada Revised Statutes, of (i) the Holders of a majority of the outstanding shares of Series B Preferred Stock, voting separate as a single class, (ii) with such other stockholder approval, if any, as may then be required pursuant to the Nevada Revised Statutes and the Articles of Incorporation, and (iii) the Board of Directors of the Corporation.

15. Protective Provisions. So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, nor shall it permit any of its Subsidiaries to, take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent) of the Holders of a majority of the issued and outstanding shares of Series B Preferred Stock (the “Series B Majority Holders”):

(a) alter or change the rights, preferences or privileges of the Series B Preferred Stock, or increase the authorized number of shares of Series B Preferred Stock; or

(b) issue any additional shares of Series B Preferred Stock.

Notwithstanding the foregoing, no change pursuant to this Section 15 shall be effective to the extent that, by its terms, it applies to less than all of the Holders of shares of Series B Preferred Stock then outstanding.

16. Cancellation of Series B Preferred Stock. If any shares of Series B Preferred Stock are converted pursuant to this Certificate, the shares so converted or redeemed shall be canceled, shall return to the status of authorized, but unissued Preferred Stock of no designated series, and shall not be issuable by the Corporation as Series B Preferred Stock.

17. Lost or Stolen Certificates. Upon receipt by the Corporation of (i) evidence of the lost, theft, destruction or mutilation of any Series B Preferred Stock Certificate(s) and (ii) (y) in the case of loss, theft or destruction, indemnity (without any bond or other security) reasonably satisfactory to the Corporation, or (z) in the case of mutilation, the Series B Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Series B Preferred Stock Certificate(s) of like tenor and date. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Series B Preferred Stock Certificate(s) if the Holders contemporaneously requests the Corporation to convert such Series B Preferred Stock.

18. Waiver. Notwithstanding any provision in this Certificate to the contrary, any provision contained herein and any right of the Holders of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the Holders thereof) upon the written consent of the Series B Majority Holders, unless a higher percentage is required by applicable law, in which case the written consent of the Holders of not less than such higher percentage of shares of Series B Preferred Stock shall be required.

19. Certain Definition. As used in this Certificate, the term “Subsidiary” shall mean, as it applies to the Corporation, any one or more Persons, a majority of the capital stock or other equity interests of which are owned directly or indirectly (through another Subsidiary) by the Corporation.

20. Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carries or by confirmed facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party. The addresses for such communications are as set forth in the Purchase Agreement, or such other address as may be designated in writing hereafter, in the same manner, by such person

The undersigned declares under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct of his own knowledge.

The undersigned has executed this certificate on September 25, 2020.

Exhibit 4.2

Exhibit A to Certificate of Designation

BOXLIGHT CORPORATION

The undersigned, the Chief Executive Officer of Boxlight Corporation, a Nevada corporation (the “Corporation”), does hereby certify that, pursuant to Nevada Revised Statute 78.1955 and the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, the following resolution creating a series of preferred stock to be designated as Series C Convertible Preferred Stock, was duly adopted on September 18, 2020.

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by provisions of the Articles of Incorporation of the Corporation, as amended and restated on December 13, 2016 as document number 20160540929-18 (the “Articles of Incorporation”), there hereby is created out of the 50,000,000 shares of authorized preferred stock, par value $0.0001 per share (the “Preferred Stock”), of the Corporation, as authorized in Article FOURTH of the Corporation’s Articles of Incorporation, a series of Preferred Stock of the Corporation, to be designated “Series C Preferred Stock,” consisting of up to One Million Three Hundred and Twenty Thousand Eight Hundred and Fifty (1,320,850) shares of the Corporation’s Series C non-voting convertible and redeemable preferred stock, par value $0.0001 per share, which Series C Preferred Stock shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions:

TERMS OF SERIES C CONVERTIBLE PREFERRED STOCK

1. Designation and Number.

(a) A series of Preferred Stock of the Corporation, designated as non-voting, convertible and redeemable Series C Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), is hereby established. The number of authorized shares of Series C Preferred Stock to be issued shall be One Million Three Hundred and Twenty Thousand Eight Hundred and Fifty (1,320,850) shares.

(b) The stated and liquidation value of the Series C Preferred Stock shall be Ten Dollars ($10.00) per share (“Stated Value”).

(c) The Series C Preferred Stock is being issued to the shareholders of Sahara Holdings Limited (“Sahara”) pursuant to the terms of that certain share purchase agreement among the shareholders of Sahara (the “Sellers”) and the Corporation, dated September __, 2020 (the “Purchase Agreement”). Unless otherwise separately defined in this Certificate of Designation (this “Certificate”), all capitalized terms, when used herein, shall have the same meaning as they are defined in the Purchase Agreement.

(d) As used in this Certificate, the term “Holders” shall mean the shareholders of Sahara or one or more other holder(s) of shares of Series C Preferred Stock.

2. Rank. All shares of the Series C Preferred Stock shall rank:

(a) senior to (i) the Corporation’s Class A voting common Stock, $0.0001 par value per share, of the Corporation (the “Class A Common Stock”); and (ii) the Corporation’s Class B non-voting common Stock, $0.0001 par value per share, of the Corporation (the “Class B Common Stock”) and (iii) except as set forth in Section 2(b) below, any other class of Preferred Stock which shall be specifically designated as junior to the Series B Preferred Stock, (collectively, with the Common Stock and Preferred Stock, the “Junior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary;

(b) pari passu and on parity with the Corporation’s Series B Preferred Stock any other class or series of Preferred Stock of the Corporation hereafter created specifically ranking, by its terms, on parity with the Series C Preferred Stock (the “Pari Passu Securities”); and

(c) junior to any class or series of secured debt securities or indebtedness of the Corporation hereafter created specifically ranking, by its terms, senior to the Series C Preferred Stock (collectively, the “Senior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

3. Dividends. The Series C Preferred Stock shall pay no dividend.

4. Liquidation Preference. In the event of a merger, sale (of substantially all assets or stock), any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, then, either (i) after any distribution or payment on Senior Securities, (ii) simultaneous and on a pro-rata basis with any distribution or payment on Pari Passu Securities, and (iii) before any distribution or payment shall be made to the Holders of the Common Stock or any other Junior Securities, each Holder of Series C Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, an amount (the “Liquidation Preference”) equal to the aggregate number of shares of Series C Preferred Stock then outstanding multiplied by ten dollars ($10.00). If the assets of the Corporation are not sufficient to generate cash sufficient to pay in full the Liquidation Preference, then the Holders of Series C Preferred Stock shall share ratably (together with Holders of any Pari Passu Securities) in any distribution of cash generated by such assets in accordance with the respective amounts that would have been payable in such distribution as if the amounts to which the Holders of outstanding shares of Series C Preferred Stock are entitled were paid in full.

5. Voting Rights. Except as otherwise set forth herein, the Holders of Series C Preferred Stock shall have no right to vote as a separate class on any matter submitted to vote by the stockholders of the Corporation, excluding, however, any proposed amendment that would adversely alter or change any preference or any relative or other right given to the Series C Preferred Stock; in which event the Series C Preferred Stock may vote as a separate class with respect to such amendment.

6. Conversion.

(a) Optional Conversion. The Series C Preferred Stock shall not be convertible at the option or election of the Holder into Class A Common Stock of the Corporation until January 1, 2026. Thereafter, but subject at all times to the provisions of Section 10 below, the Series C Preferred Stock may be converted, in whole or in part, at the option of any one or more Holder into shares of Class A Common Stock of the Corporation (the “Conversion Shares”) at the Conversion Price per share set forth in Section 6(c) below.

(b) Mandatory Conversion. Notwithstanding the provisions of Section 6(a) or any other provision of this Certificate (but subject at all times to the provisions of Section 10 below) in the event that the volume weighted average price (“VWAP”) of the Corporation’s Class A Common Stock, as traded on the Nasdaq Capital Market (“Nasdaq”) or other recognized securities exchange in the United States, for any twenty (20) consecutive trading days shall exceed two hundred percent (200%) of the Conversion Price then in effect (a “Mandatory Conversion Event”), then and in such event, all of the outstanding shares of Series C Preferred Stock shall automatically, and without any further action on the part of the Holders, convert into shares of the Corporation’s Class A Common Stock at such Conversion Price.

(c) Conversion Price. The conversion price of the Series C Preferred Stock shall be $_____¹ (the “Conversion Price”). Such Conversion Price shall subject to adjustment pursuant to Section 8 below. Each share of Series C Preferred Stock shall be convertible into that number of shares of Class A Common Stock as shall be determined by dividing (i) $10.00 by (ii) the Conversion Price then in effect.

7. Notice of Conversion.

(a) In order to cause the Conversion of shares of Series C Preferred Stock pursuant to Section 6(a), the Holder of Series C Preferred Stock shall: (i) fax (or otherwise deliver) a copy of the fully executed notice of Conversion to the Corporation (Attention: Chief Financial Officer), no later than ten (10) days prior to the record date of such Conversion (the “Notice of Conversion”) and (ii) the Holder of Series C Preferred Stock shall surrender or cause to be surrendered only those original certificates of Series C Preferred Stock that shall be converted into Conversion Shares (the “Series C Preferred Stock Certificates”), duly endorsed. Upon receipt by the Corporation of the Holder’s original certificates representing the Series C Preferred Stock subject to Conversion and the Notice of Conversion, the Corporation shall promptly send, via facsimile or email, a confirmation to such Holder stating that the Series C Preferred Stock Certificates has been received and the date upon which the Corporation expects to deliver the Conversion Shares issuable upon such Conversion and the name and telephone number of a contact person at the Corporation regarding the Conversion Shares.

(b) Upon the occurrence of a Mandatory Conversion Event, the Corporation shall (i) fax or email the Holders of consummation of the Mandatory Conversion Event, in which case the original certificates of Series C Preferred Stock shall automatically, and without any further action on the party of the Holders, be converted into Conversion Shares and shall be deemed to represent the applicable number of Conversion Shares. The Corporation shall electronically provide to each Holder evidence of such Person’s ownership of Conversion Shares, as reflected on the Corporation’s Stock Register maintained by its transfer agent.

8. Adjustment for Reclassification, Exchange, and Substitution. If at any time or from time to time after the date upon which the first share of Series C Preferred Stock was issued by the Corporation (the “Original Issuance Date”), the shares of the Corporation’s Class A Common Stock (which shall include the Conversion Shares issuable upon the conversion of the Series C Preferred Stock), shall be changed into the same or a different number of shares of any class or classes of stock, whether by forward or reverse split(s) of the outstanding Corporation Class A Common Stock, recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or otherwise, then, in any such event, each Holder of Series C Preferred Stock shall have the right thereafter to convert such Series C Preferred Stock into the kind and amount of stock and other securities and property receivable upon such stock split(s), recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change into the number of Conversion Shares into which such shares of Series C Preferred Stock could have been converted immediately prior to such forward or reverse split(s), recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change, or with respect to such other securities or property by the terms thereof.

9. Reservation of Corporation Common Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of the Corporation’s Common Stock, solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock, such number of its shares of Corporation Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Corporation Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Corporation Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation’s Articles of Incorporation.

¹ 100% of the closing price of the Corporation’s Class A Common Stock, as traded on the Nasdaq Capital Market on September __, 2020 [being the trading day immediately following Completion of the transactions contemplated by the Purchase Agreement], as reported on Nasdaq.com.

10. Compliance with Nasdaq Rule. In the event that the aggregate number of Conversion Shares into which all shares of Series C Preferred Stock and all shares of Series C Preferred Stock issued pursuant to the Purchase Agreement may be converted shall equal or exceed twenty (20%) percent of the issued and outstanding shares of Class A Common Stock of the Corporation, then and in such event, and, in accordance with Nasdaq Rule 5635(d), the Corporation shall, on or before December 31, 2020, call a special meeting of its shareholders for the purpose of approving, adopting and ratifying (a) all of the transactions contemplated by the Purchase Agreement and (b) the issuance of the shares of Series C Preferred Stock and Series B Preferred Stock (the “Required Shareholder Approvals”). In the event that for any reason, the requisite holders of a majority of the issued and outstanding shares of Class A Common Stock of the Corporation do not provide such Required Shareholder Approvals, then and in such event, the Series C Preferred Stock and the Series B Preferred Stock shall no longer be subject to optional or mandatory conversion into Conversion Shares, but shall be subject to redemption at the option of the Holders in accordance with Section 11 below.

11. Redemption. To the extent not previously converted into Conversion Shares, the outstanding shares of Series C Preferred Stock shall be redeemable at the option of the Holders at any time or from time to time commencing on January 1, 2026, upon thirty (30) days prior written notice to the Corporation, for a redemption price, payable in cash, equal to sum of (a) Ten ($10.00) multiplied by the number of shares of Series C Preferred Stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares.

12. Fractional Shares. No fractional share shall be issued upon the conversion of any share or shares of Series C Preferred Stock. All shares of Class A Common Stock of the Corporation (including fractions thereof) issuable upon conversion of more than one share of Series C Preferred Stock by a Holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share.

13. No Reissuance of Series C Preferred Stock. No share or shares of Series C Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

14. Amendment. This Certificate or any provision hereof may be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance with the Nevada Revised Statutes, of (i) the Holders of a majority of the outstanding shares of Series C Preferred Stock, voting separate as a single class, (ii) with such other stockholder approval, if any, as may then be required pursuant to the Nevada Revised Statutes and the Articles of Incorporation, and (iii) the Board of Directors of the Corporation.

15. Protective Provisions. So long as any shares of Series C Preferred Stock are outstanding, the Corporation shall not, nor shall it permit any of its Subsidiaries to, take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent) of the Holders of a majority of the issued and outstanding shares of Series C Preferred Stock (the “Series C Majority Holders”):

(a) alter or change the rights, preferences or privileges of the Series C Preferred Stock, or increase the authorized number of shares of Series C Preferred Stock; or

(b) issue any additional shares of Series C Preferred Stock.

Notwithstanding the foregoing, no change pursuant to this Section 15 shall be effective to the extent that, by its terms, it applies to less than all of the Holders of shares of Series C Preferred Stock then outstanding.

16. Cancellation of Series C Preferred Stock. If any shares of Series C Preferred Stock are converted pursuant to this Certificate, the shares so converted or redeemed shall be canceled, shall return to the status of authorized, but unissued Preferred Stock of no designated series, and shall not be issuable by the Corporation as Series C Preferred Stock.

17. Lost or Stolen Certificates. Upon receipt by the Corporation of (i) evidence of the lost, theft, destruction or mutilation of any Series C Preferred Stock Certificate(s) and (ii) (y) in the case of loss, theft or destruction, indemnity (without any bond or other security) reasonably satisfactory to the Corporation, or (z) in the case of mutilation, the Series C Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Series C Preferred Stock Certificate(s) of like tenor and date. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Series C Preferred Stock Certificate(s) if the Holders contemporaneously requests the Corporation to convert such Series C Preferred Stock.

18. Waiver. Notwithstanding any provision in this Certificate to the contrary, any provision contained herein and any right of the Holders of Series C Preferred Stock granted hereunder may be waived as to all shares of Series C Preferred Stock (and the Holders thereof) upon the written consent of the Series C Majority Holders, unless a higher percentage is required by applicable law, in which case the written consent of the Holders of not less than such higher percentage of shares of Series C Preferred Stock shall be required.

19. Certain Definition. As used in this Certificate, the term “Subsidiary” shall mean, as it applies to the Corporation, any one or more Persons, a majority of the capital stock or other equity interests of which are owned directly or indirectly (through another Subsidiary) by the Corporation.

20. Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carries or by confirmed facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party. The addresses for such communications are as set forth in the Purchase Agreement, or such other address as may be designated in writing hereafter, in the same manner, by such person

The undersigned declares under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct of his own knowledge.

The undersigned has executed this certificate on September 25, 2020.

Exhibit 10.1

The Sellers

and

Boxlight Corporation

SHARE PURCHASE AGREEMENT

relating to the sale and purchase of the entire issued share capital of

SAHARA HOLDINGS LIMITED

TABLE OF CONTENTS

PARTIES

INTRODUCTION

OPERATIVE PROVISIONS

“2020 Management Accounts” means the unaudited consolidated balance sheet as at 30 June 2020 and the unaudited comparative consolidated profit and loss account for the six month period ended 30 June 2020, respectively, of the Company and each of the Subsidiaries;

“Accounts” means the audited consolidated balance sheet as at 31 December 2017, 31 December 2018 and 31 December 2019, and the audited consolidated profit and loss account for the three Financial Years ended on 31 December 2017, 31 December 2018 and 31 December 2019, of the Company and each of the Subsidiaries (including, in the case of the Company, the audited consolidated balance sheet as at such dates and the audited consolidated profit and loss account for such Financial Years) together with the notes, reports, statements (including cash flow statements, if applicable) and other documents which are or would be required by law to be annexed to the accounts of the company concerned and to be sent or made available to members, a copy of each of which has been included in folder 2 of the Data Room;

“Accounts Date” means 31 December 2019;

“Accounts Standards” means the applicable requirements of the Companies Act 2006, together with the accounting principles, standards and practices which are generally accepted in the United Kingdom (including FRS 102), in each case at the date to which the relevant Accounts were made up to;

“Affiliate” means in relation to any Person (whether or not registered in the United Kingdom), any parent undertaking or subsidiary undertaking of such Person or any subsidiary undertaking of a parent undertaking of such Person, in each case from time to time;

“Agreement” means this agreement including the Introduction and the Schedules;

“Announcement” means the press announcement concerning the transactions contemplated by this Agreement in the agreed form;

“Breach of Warranty Claim” means a claim by the Buyer for breach of Warranty, including Business Warranties and Tax Warranties referred to in Schedule 4;

“Business” means, collectively, the businesses of any of the Group Companies at the date hereof which generally involves the production and distribution of products, including AV solutions, and related software to the education, health, public and corporate market sectors, directly and through resellers;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England;

“Business IP” means all Intellectual Property which is owned or which is used or exploited in the actual Business by any of the Group Companies including all Intellectual Property in the products and services supplied and/or developed by them;

“Business Warranties” means the Warranties excluding the Fundamental Warranties and Tax Warranties;

“Business Warranty Claim” means any claim for breach of the Business Warranties;

“Buyer’s Completion Documents” means this Agreement and any other documents which are to be executed by the Buyer pursuant to this Agreement, as listed in Part 2 of Schedule 3;

“Buyer’s Group” means the Buyer and its Affiliates and, from and after Completion, includes each Group Company;

“Buyer’s Relief” has the meaning given to it in Schedule 8;

“Buyer’s Solicitors” means Michelman & Robinson LLP (U.S. counsel) and Hinds & Small Limited. (U.K. counsel);

“CA 2006” means the Companies Act 2006;

“CAA 2001” means the Capital Allowances Act 2001;

“Cash Consideration” means £52,000,000 (fifty-two million pounds);

“Cash Reserves” means £12,000,000 (twelve million pounds);

“Claim” means any a claim for breach of any of the Warranties or a Tax Claim.

“Class A Common Stock” means the shares of the Class A voting common stock of Buyer, par value $0.0001 per share;

“Company” means Sahara Holdings Limited, short particulars of which are set out in Schedule 2;

“Company Option Exercise Tax” means the aggregate of any Option Exercise Tax that is not recoverable from the Option Sellers;

“Company Web Site” means any web site(s) owned, operated or hosted by any Group Company or through which any Group Company conducts any of the Business;

“Competing Business” means any part of any trade or business which competes with all or any part of the Business carried on by any of the Group Companies as at Completion or any business that develops or markets any products or services provided by any Group Company at Completion (including for the avoidance of doubt, the Clevertouch brand screens and associated products);

“Completion” means completion of the sale and purchase of the Shares in accordance with the terms of clause 4;

“Completion Payment” means the amount to be paid to the Sellers on Completion in cash in the amounts set out against each Seller’s name in column 7 of the table in Schedule 1, in accordance with clause 4.4(a), being, in aggregate, £40,000,000 of the Cash Consideration;

“Confidential Information” means all technical, financial, commercial and other information of a confidential nature relating to the Business, including trade secrets, know-how, inventions, product information and unpublished information relating to Intellectual Property, source code relating to Software, marketing and business plans, projections, current or projected plans or internal affairs of the Group Companies, secret or confidential information, current and/or prospective suppliers and customers (including any customer or supplier lists) and any other Person who has had material dealings with them;

“Connected Person” means a Person connected with a Seller and/or Covenantor within the meaning of section 1122 CTA 2010;

“Consideration” means the consideration referred to in clause 3.1;

“Control” has the meaning given in section 1124 of the CTA 2010, and the expression change of Control shall be construed accordingly

“Controller” has the meaning given to the term under the DPA;

“Covenantors” means each of Kevin Batley, Nigel Batley, Sheila Batley, Annette Batley, Shaun Marklew and Simon Chidsey;

“CTA 2009” means the Corporation Tax Act 2009;

“CTA 2010” means the Corporation Tax Act 2010;

“Data Protection Legislation” means:

in each case relating to the processing of personal data, to the privacy of individuals, to the transmission of marketing and/or commercial messages and to the recording, interception and monitoring of communications, including without limitation the GDPR, the DPA, Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 on privacy and electronic communications and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended and any analogous legislation in any jurisdiction in which any Group Company carries on its Business;

“Data Room” means the Project Elliott virtual data room hosted by HighQ and operated by the Sellers’ Solicitors;

“Defined Benefit Scheme” means a scheme under which the amount of some or all of the benefits payable to or in respect of a member of the scheme is calculated in accordance with a formula which takes account of the service of the member to retirement, death or withdrawal and the remuneration of the member averaged over his service at or close to his retirement, death or withdrawal;

“Defined Contribution Scheme” means a scheme under which the amount of the benefits, or the amount of the benefits other than some or all of the benefits payable on death before becoming a pensioner, payable to or in respect of a member of the scheme is calculated by reference to the contributions made to the scheme by and in respect of the member;

“Directors” means the Persons specified as directors of the Company in Schedule 2 (and a “Director” means any of them);

“Disclosed” means fairly disclosed in sufficient detail to enable a reasonable purchaser to identify the nature and scope of the matter, fact or circumstance disclosed;

“Disclosure Bundle” means the contents of the Data Room a copy of the index of which is annexed to the Disclosure Letter;

“Disclosure Letter” means a letter in the agreed form dated on or before the date of this Agreement from the Sellers to the Buyer, delivered to the Buyer immediately before execution of this Agreement, for which the Buyer has acknowledged receipt, including the Disclosure Bundle, together with the agreed form index of the Disclosure Bundle;

“DPA” means the Data Protection Act 2018;

“Embargo Countries” means those countries listed by the Foreign and Commonwealth Office or the US Department of the Treasury Office of Foreign Assets Control as being subject to an embargo regime, and “Embargo Country” shall mean any one of them;

“Embargo Entity” means an Entity situated in an Embargo Country;

“Employees” means those Persons who have entered into or work under terms of a contract of employment with a Group Company;

“Employee List” has the meaning given to it in paragraph 9.1 of Schedule 4;

“Encumbrance” means any interest or equity of any Person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement;

“Entity” means any Person, corporation, partnership, organisation, government organisation, non-governmental or quasi-governmental organisation, or other entity;

“Environmental Laws” means all international, European Union, national, federal, state or local laws (including common and statute law and civil and criminal law) and all subordinate legislation and regulatory codes of practice (including statutory instruments, guidance notes, permits, circulars, industry agreements, directives, decisions, regulations, treaties and conventions) relating to environmental matters which are or were binding on the Group Companies in the relevant jurisdiction in which Group Companies are or have been operating;

“Environmental Matters” means all or any matters relating to the pollution or protection of the environment or harm to or the protection of human health and safety or the health of animals and plants or energy efficiency or reduction or emissions trading;

“FCA” means the Financial Conduct Authority;

“Financial Year” means a financial year as determined in accordance with section 390 Companies Act 2006;

“FRS” means the Financial Reporting Standard issued or adopted by the Financial Reporting Council;

“FSMA” means the Financial Services and Markets Act 2000, as amended and in force from time to time;

“Fundamental Warranties” means the warranties contained in paragraphs 1 (Capacity and authority) and 2 (The Shares) of Schedule 4;

“Group Companies” means the Company and the Subsidiaries, and each of them a “Group Company” and together the “Group”;

“Health and Safety Laws” means all international, European Union, national, federal, state or local laws (including common and statute law and civil and criminal law) and all subordinate legislation and regulatory codes of practice (including statutory instruments, guidance notes, permits, circulars, industry agreements, directives, decisions, regulations, treaties and conventions) relating to human health and safety or the condition of the workplace which are or were binding on the Group Companies in the relevant jurisdiction in which the Group Companies are or have been operating;

“Historic Sale Contracts” has the meaning set out in paragraph 3.9 of Schedule 4;

“ICT Infrastructure” means the information and communications technology infrastructure and systems including Software, hardware, firmware and networks which is used in and is material to the operation of the Business;

“IHTA 1984” means the Inheritance Tax Act 1984;

“Intellectual Property” means all:

“Key Contracts” means the agreements, arrangements and commitments (whether or not reduced to writing) which are material to the Business that are in force at Completion being contracts with Key Customers, Key Suppliers, each Licence-In and Licence-Out;

“Key Customers” means those customers listed in Part 1 of Schedule 6 and “Key Customer” shall mean any one of them;

“Key Employee” means any Person who:

is or was an employee or consultant of or to the Company or any Group Company and who is, or who was during that period (i) employed or engaged on basic gross salary or fees in excess of £40,000 per annum, and/or (ii) acting at management grade;

“Key Suppliers” means those suppliers listed in Part 2 of Schedule 6 and “Key Supplier” shall mean any one of them;

“Licence-In” means an agreement by a Person to license Intellectual Property to any Group Company;

“Licence-Out” means an agreement by any Group Company to license or sub-license Intellectual Property to a Person;

“Licensed Business IP” means any Business IP which is currently licensed or sub-licensed to any Group Company;

“Losses” shall mean any liability, cost, damages or expenses (including reasonable attorneys’ fees), fines or penalties incurred by Buyer or any of the Group Companies;

“Management Accounts” means the unaudited consolidated balance sheets as at 30 June 2019 and 30 June 2020, and the unaudited comparative consolidated profit and loss account for the six month periods ended 30 June 2019 and 30 June 2020, respectively, of the Company and each of the Subsidiaries;

“Material Adverse Effect” means any event, or act of omission or commission that could reasonably be expected have a material adverse effect and impact on the Business, assets, liabilities, revenues, profits and prospects of the Group Companies, when taken as a consolidated whole

“Missing Asset” has the meaning given to it in clause 22.2;

“Nasdaq” means the Nasdaq Capital Market securities exchange of the Nasdaq Stock Market;

“Non-Disclosable Information” means all information (including but not limited to Confidential Information) which relates to:

“Non-Option Sellers” means each of Kevin Batley, Nigel Batley, Sheila Batley and Annette Batley;

“Notice of Claim” means a notice of a Claim or Breach of Warranty Claim, specifying in reasonable detail the nature of the claim and the Buyer’s estimate of the value of the relevant claim;

“Options” the respective rights to acquire Option Shares granted to each Option Seller pursuant to an enterprise management incentives options scheme dated 13 June 2019;

“Option Exercise Tax” means the aggregate of the Tax (in any relevant jurisdiction) and other similar charges (including, but not limited to, employee and employer’s national insurance contributions and PAYE contributions) payable by a Group Company on exercise of an Option;

“Option Sellers” means Shaun Marklew and Simon Chidsey;

“Option Shares” means 426 B ordinary shares of £0.01 nominal value each in the capital of the Company to be issued to the Option Sellers in the amounts set out opposite each Option Seller’s name in column 3 of the table set out in Schedule 1 on the exercise of their Options immediately prior to Completion and “Option Share” shall mean any one of them;

“Ordinary Shares” means the A ordinary shares, B ordinary shares, C ordinary shares and D ordinary shares of £0.01 nominal value each in the capital of the Company set out opposite each Seller’s name in column 2 of the table set out in Schedule 1;

“Owned Business IP” means any Business IP which is owned by any Group Company;

“Pension Schemes” means the pension schemes operated by or on behalf of the Company as set out in section 8 of the Data Room;

“Pensionable Employee” means a director or employee or former director or former employee of any Group Company;

“Person” means and includes the individual or collective reference to any individual, corporation, partnership, limited liability company, trust, governmental agency or other entity.

“Personal Data” has the same meaning as the term “personal data” under the DPA;

“Policies” means the current insurance and indemnity policies in respect of which any Group Company has an interest (including but not limited to any active historic policies which provide cover on a “losses occurring” basis);

“PRA” means the Prudential Regulation Authority;

“Principal Sellers” means the individual and collective reference to Kevin Batley and Nigel Batley;

“Properties” means each of the properties listed in Schedule 7 (each a “Property”);

“Publicly Available Software” means any software that:

“Relevant Person” has the meaning given to it in clause 9.1;

“Sellers’ Completion Documents” means this Agreement and any other documents which are to be executed by the Sellers pursuant to this Agreement, as listed in Part 1 of Schedule 3;

“Sellers’ Representatives” means Kevin Batley and Nigel Batley or such other Person as may be appointed in accordance with clause 23;

“Sellers’ Solicitors” means Cripps Pemberton Greenish LLP of Number 22, Mount Ephraim, Tunbridge Wells, Kent TN4 8AS;

“Sellers’ Solicitors Account” means the following bank account:

Account name: Cripps LLP Client Account

Account number: 04095642

Sort code: 18-00-02

IBAN number: GB55 COUT 1800 0204 0956 42

Swift code: COUTGB22

Bank: Coutts, Head Office, London

Quoting reference: SYS/JJK/BA51571.1;

“Series B Consideration Shares” means the Series B Redeemable Convertible Preferred Stock of the Buyer to be issued to the Sellers on Completion in the amounts set out against each Seller’s name in column 5 of the table in Schedule 1, in accordance with clause 4.4(b), being, in aggregate, the sum of £12,000,000;

“Series C Consideration Shares” means the Series C Redeemable Convertible Preferred Stock of the Buyer to be issued to the Sellers on Completion in the amounts set out against each Seller’s name in column 6 of the table in Schedule 1, in accordance with clause 4.4(b), being, in aggregate, the sum of £10,000,000;

“Series B Consideration Shares Certificate” means the certificate of designation containing the rights, privileges and preferences of the Series B Consideration Shares to be filed on or immediately following the close of trading of the Buyer’s Class A Common Stock on the Business Day immediately following the date of Completion with the Secretary of State of the State of Nevada, USA, and in the form set forth on Schedule 9;

“Series C Consideration Shares Certificate” means the certificate of designation containing the rights, privileges and preferences of the Series B Consideration Shares to be filed on or immediately following the close of trading of the Buyer’s Class A Common Stock on the Business Day immediately following the date of Completion with the Secretary of State of the State of Nevada, USA, and in the form set forth on Schedule 10;

“Shares” means the Ordinary Shares and the Option Shares;

“Software” means any and all computer programs in both source and object code form, including all modules, routines and sub-routines and all source and other preparatory materials relating to the above including user requirements, functional specifications and programming specifications, programming languages, algorithms, flow charts, logic, logic diagrams, orthographic representations, file structures, coding sheets, coding and including any manuals or other documentation and all enhancements, improvements, replacement and derivative works relating to any of the above;

“Subsidiaries” means those companies or other Persons short particulars of which appear in Part 2 of Schedule 2, and the expression “Subsidiary” shall mean any one of the Subsidiaries;

“Tax” or “Taxation” has the meaning given to it in Schedule 8;

“Tax Authority” has the meaning given to it in Schedule 8;

“Tax Claim” means a Tax Covenant Claim or a Tax Warranty Claim;

“Tax Covenant” means the covenant contained in Part 2 of Schedule 8;

“Tax Covenant Claim” mains a claim under the Tax Covenant;

“Tax Warranties” means the warranties contained in paragraph 30 of Schedule 4;

“Tax Warranty Claim” means a claim for breach of the Tax Warranties;

“Third Party Claim” has the meaning given to it in paragraph 9 of Schedule 5;

“Transaction Documents” means this Agreement and any of the documents executed pursuant to this Agreement (including, for the avoidance of doubt, the Sellers’ Completion Documents);

“Transfer Regulations/TUPE” means Transfer of Undertakings (Protection of Employment) Regulations 2006;

“U.K/United Kingdom” means England, Scotland, Northern Ireland and Wales.

“U.S. United States” means the United States of America

“Variation to Service Agreements” means the variation to the service or employment agreements in the agreed form to be entered into on Completion between the Sahara Presentation Systems Plc and each of Mark Starkey, as Chief Executive Officer, Pat Foley, as Chief Financial Officer, and such other Key Employees as the Buyer and the Principal Sellers mutually agree upon;

“VAT” means:

“VATA” means the Value Added Tax Act 1994;

Voting and Lockup Agreement” means the agreement among Boxlight and the Sellers to be executed and delivered at Completion and in substantially the form set forth on Schedule 11 to this Agreement;

“Warranties” means the individual and collective reference to any Fundamental Warranty, Business Warranty and Tax Warranty, and warranties contained in Schedule 4 and each and warranty statement shall be a “Warranty”;

“Warranty Claim” means a claim for breach of clause 5.2 and the Warranties;

“Workers” means those individuals who are providing services to the Company or any Group Company under or pursuant to any agreement which is not a contract of employment with the relevant company including where the individual acts as a consultant, contractor or worker, non-executive director or officer of the Company or any Group Company and in each case whether directly contracted or supplied by an agency, employment business, service company or other third party but excluding any Person in business on their own account and in respect of whom the Company’s or any Group Company’s status is that of a customer or client;

“£” means the lawful currency of the United Kingdom; and

“$” means the lawful currency of the United States.

(in aggregate, the “Consideration”).

The provisions of Schedule 8 apply in this Agreement in relation to Taxation.

whether or not such Person would commit any breach of his contract of employment or contract for services by reason of so leaving the service of any Group Company or otherwise; or

or permit any Person to hold out any Covenantor as being so interested.

disregarding any financial interest of a Person in securities which are held for investment purposes only if that Person, a Seller and any Person connected to it (the “Investors”) are together interested in units of an authorised unit trust and/or not more than three per cent (3%) of any class of the issued share or loan capital of any company quoted on a recognised investment exchange (as defined in FSMA) and provided that none of the Investors are involved in the management of the business of the issuer of the securities or of any Person connected with it other than by the exercise of voting rights attaching to the securities.

The rights of the Buyer under this Agreement are independent, cumulative and without prejudice to all other rights available to it whether as a matter of common law, statute, custom or otherwise.

Except as otherwise stated in this Agreement, each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution, performance and implementation of this Agreement and each document referred to in it and other agreements forming part of the transaction, save that this clause shall not prejudice the right of either party to seek to recover its costs in any litigation or dispute resolution procedure which may arise out of this Agreement.

If, in respect of or in connection with any Claim, or otherwise in connection with any payment made under this Agreement, any amount payable to the Buyer by the Sellers is subject to Taxation or a Seller is required by law to deduct or withhold any amount of or in respect of Taxation from any such payment, the amount to be paid to the Buyer by the Sellers shall be increased to such amount as will ensure that the net amount received by the Buyer after such Taxation, deduction or withholding has been taken into account is equal to the full amount which would have been received and retained by the Buyer had the amount not been subject to Taxation, deduction or withholding, provided that no greater amount shall be payable under this clause 17 following any assignment or transfer by the Buyer of any rights, or enforcement by any other Person of any rights of the Buyer, under this Agreement than would have been payable in the absence of such assignment, transfer or enforcement by another Person.

This Agreement together with the other Transaction Documents shall, to the extent that they remain to be performed, continue in full force and effect notwithstanding Completion.

Any variation of this Agreement or of any of the documents referred to in it is valid only if it is in writing and signed by or on behalf of each party.

If a communication would otherwise be deemed to have been delivered outside normal business hours (being 9:30 a.m. to 5:30 p.m. on a Business Day) in the time zone of the territory of the recipient under the preceding provisions of this clause 24.2, it shall be deemed to have been delivered at the next opening of such business hours in the territory of the recipient.

This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same agreement.

This Agreement is made for the benefit of the parties and their successors and permitted assigns, and the rights and obligations of the parties under this Agreement shall continue for the benefit of, and shall be binding on, their respective successors and permitted assigns.

Except as otherwise expressly stated herein, this Agreement does not confer any rights on any Person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

In the event of a dispute arising out of or relating to the interpretation or application of this Agreement, including any question regarding its existence, validity or termination (‘Dispute’) which the parties cannot resolve by mutual agreement, the parties shall first seek settlement of the Dispute by mediation in accordance with the London Court of International Arbitration (LCIA) Mediation Procedure, which Procedure is deemed to be incorporated by reference into this clause. No party may commence any court proceedings in relation to the Dispute until it has attempted to settle the Dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. If the Dispute is not settled by mediation within 30 Business Days of the appointment of the mediator, or such further period as the parties shall agree in writing, then any party may commence court proceedings in relation to the Dispute.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales located in London shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement in respect of any claim brought against the Buyer and shall have non-exclusive jurisdiction in respect of any claim brought by the Buyer.

This Agreement is executed as a deed by the parties and is delivered and takes effect on the date at the beginning of this Agreement.

Schedule 1

The Sellers

Schedule 2

Part 1: Particulars of the Company

Part 2: Particulars of the Subsidiaries

Schedule 3

Part 1: Documents to be delivered by the Sellers

At Completion:

Part 2: Documents to be delivered by the Buyer

Schedule 4

Warranties

Capacity and Authority of the Sellers

Effect of Completion

Incorporation and existence

Subsidiaries

No partnership

Share capital

Joint ventures

Historic acquisitions and disposals

Commissions and Brokers Fees

Connected party arrangements

Competition with the Sellers

Operation of the Business

As a result of the acquisition of the Shares by the Buyer:

Information in this Agreement

Records

Constitutional documents

True and fair view

Consistency of preparation

Since 31 December 2019:

All financial and other records of the Company (Records):

Disclosure

The Employees

Terms and conditions

Employment history (including redundancies and business transfers)/Collective employment representation

Disputes/Liabilities/Commitments

Compliance

Contracts