Boxlight Corp Sample Contracts
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BOXLIGHT CORPORATIONSecurity Agreement • February 21st, 2025 • Boxlight Corp • Services-educational services
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) to subscribe for and purchase from Boxlight Corporation, a Nevada corporation (the “Company”), up to ______ shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2022 • Boxlight Corp • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2022, between Boxlight Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between BOXLIGHT CORPORATION And as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2018 • Boxlight Corp • Photographic equipment & supplies • New York
The undersigned, Boxlight Corporation, a Nevada corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Boxlight Corporation (the “Company”)), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT BOXLIGHT CORPORATIONPre-Funded Common Stock Purchase Warrant • July 26th, 2022 • Boxlight Corp • Services-educational services
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Boxlight Corporation, a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF COMMON STOCK PURCHASE WARRANT boxlight corporationCommon Stock Purchase Warrant • July 26th, 2022 • Boxlight Corp • Services-educational services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______________1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Boxlight Corporation, a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2025 • Boxlight Corp • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 19, 2025, between Boxlight Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT BOXLIGHT CORPORATIONCommon Stock Purchase Agreement • February 21st, 2025 • Boxlight Corp • Services-educational services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August __, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Effective Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Boxlight Corporation, a Nevada corporation (the “Company”), up to ______ shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 26th, 2022 • Boxlight Corp • Services-educational services • New York
FORM OF PLACEMENT AGENCY AGREEMENT Boxlight Corporation Up to 1,000,000 Shares of Class A Common Stock $0.0001 par value per sharePlacement Agency Agreement • August 14th, 2017 • Boxlight Corp • Photographic equipment & supplies • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Purchase Warrant Agreement • August 14th, 2017 • Boxlight Corp • Photographic equipment & supplies • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT IN CONNECTION WITH THIS OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT IN CONNECTION WITH THIS OFFERING].
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2020 • Boxlight Corp • Services-educational services • New York
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of September 20, 2020 among Boxlight Corporation, a Nevada corporation (the “Company”), and Lind Global Asset Management, LLC, a Delaware limited liability company (the “Investor”).
second AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • February 7th, 2020 • Boxlight Corp • Photographic equipment & supplies
SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of February 4, 2020, by and between BOXLIGHT CORPORATION, a Nevada corporation (the “Company”) and LIND GLOBAL MACRO FUND, LP (the “Secured Party”).
BOXLIGHT CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2020 • Boxlight Corp • Services-educational services • New York
Boxlight Corporation, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 13,333,333 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). Such Shares are hereinafter called the “Firm Securities.” The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional 2,000,000 Shares (the “Option Shares” or “Option Securities”, and together with the Shares, the “Offered Securities” or “Securities”) on the terms set forth in Section 1(b) hereof and the offering of such Offered Securities is hereinafter called the “Offering.”
Form of Secured Convertible Promissory Note due September 21, 2022Convertible Note • September 22nd, 2020 • Boxlight Corp • Services-educational services • New York
For value received, BOXLIGHT CORPORATION, a Nevada corporation (the “Maker” or the “Company”), hereby promises to pay to the order of Lind Global Asset Management, LLC, a Delaware limited liability company (together with its successors and representatives, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of TWENTY TWO MILLION DOLLARS ($22,000,000.00) (the “Principal Amount”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 12th, 2017 • Boxlight Corp • Photographic equipment & supplies • Michigan
This Agreement dated September 28, 2016, is an agreement between CRESTMARK BANK, a Michigan banking corporation (“Crestmark”), and BOXLIGHT INC., a Washington corporation and MIMIO LLC, a Delaware limited liability company (individually or collectively referred to herein as “Borrower”). In this Agreement, Crestmark and Borrower are collectively the “Parties”. Any person who guarantees the obligations of Borrower (each a “Validity Guarantor” subject to the terms and conditions of the Validity Guaranty) is required to sign this Agreement. The Parties have the addresses shown on the schedule (“Schedule”) which is attached to this Agreement. These are the addresses of the Parties for all purposes and may be changed by one party giving notice to the other party in writing of the new address.
FOURTH AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • August 27th, 2021 • Boxlight Corp • Services-educational services • New York
This FOURTH AMENDED AND RESTATED INTERCREDITOR AGREEMENT (“Agreement”) is entered into as of August 23, 2021, among SALLYPORT COMMERCIAL FINANCE, LLC (“First Lien Creditor”), Lind Global Macro Fund, LP (“GMF”), Lind Global Asset Management, LLC (“GAM” and, collectively with GMF, the “Second Lien Creditors” and each, a “Second Lien Creditor”) and Boxlight Corporation (sometimes referred to as “Debtor”), in light of the following.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2025 • Boxlight Corp • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2025, between Boxlight Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 4th, 2022 • Boxlight Corp • Services-educational services
Credit Agreement, dated as of December 31, 2021 (the “Agreement”), by and among Boxlight Corporation, a Nevada corporation (the “Borrower”), each Subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), Whitehawk Finance LLC and/or its Affiliates or designees and the other lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Whitehawk Capital Partners, LP (“Whitehawk Capital”), as collateral agent for the Lenders (in such capacity, together with its designees, successors and assigns, the “Collateral Agent”) and Whitehawk Capital, as administrative agent for the Lenders (in such capacity, together with its designees, successors and assigns, the “Administrative Agent” and together with th
AMENDMENT NO 3Membership Interest Purchase Agreement • October 28th, 2016 • Boxlight Corp • Photographic equipment & supplies • California
THIS AMENDMENT No. 3 (the “Amendment”), is entered into with effect from the 3rd day of August 2016 (the “Effective Date”) by and among SKYVIEW CAPITAL, LLC, a Delaware limited liability company, with its headquarters at Suite 810-N, 2000 Avenue of the Stars, Los Angeles, CA 90067 (“Skyview”); MIMIO, LLC, a Delaware limited liability company (“Mimio” or the “Company”); MIM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), with its principal place of business at 10951 West Pico, Los Angeles, CA 90064; and BOXLIGHT CORPORATION, a Nevada corporation (“BOXL”). This Amendment is intended to amend the Membership Interest Purchase Agreement dated as of September 28, 2015 (the “Agreement”), as amended on November 3, 2015 (“Amendment 1”), as amended on June 30, 2016 (“Amendment 2”) among Skyview, the Company and Holdings. The Company, Holdings, and BOXL are sometimes herein collectively referred to as the “Credit Parties” and Skyview and the Credit Parties are sometimes herein c
EIGHTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • March 28th, 2025 • Boxlight Corp • Services-educational services • New York
Credit Agreement, dated as of December 31, 2021 (the “Agreement”), by and among Boxlight Corporation, a Nevada corporation (the “Borrower”), each Subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), Whitehawk Finance LLC and/or its Affiliates or designees and the other lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Whitehawk Capital Partners, LP (“Whitehawk Capital”), as collateral agent for the Lenders (in such capacity, together with its designees, successors and assigns, the “Collateral Agent”) and Whitehawk Capital, as administrative agent for the Lenders (in such capacity, together with its designees, successors and assigns, the “Administrative Agent” and together with th
SHARE PURCHASE AGREEMENT by and among BOXLIGHT DISPLAY INC., THE MAJORITY SHAREHOLDERS, LOGICAL CHOICE CORPORATION, K LASER TECHNOLOGY, INC as Shareholders’ Representative and VERT CAPITAL CORP. January 31, 2015Share Purchase Agreement • August 10th, 2015 • Boxlight Corp • Photographic equipment & supplies • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 31, 2015 (the “Execution Date”), is made and entered into by and among:
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2016 • Boxlight Corp • Photographic equipment & supplies • Georgia
THIS AGREEMENT (the “Agreement”), dated and effective as of November 1, 2016 (the “Effective Date”), by and between BOXLIGHT CORPORATION, a Nevada corporation with an address at 1045 Progress Circle, Lawrenceville, Georgia (the “Corporation”), and SHERI LOFGREN an individual (hereinafter sometimes referred to as the “Executive”).
Boxlight CorporationPlacement Agent Agreement • February 21st, 2025 • Boxlight Corp • Services-educational services • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • May 12th, 2017 • Boxlight Corp • Photographic equipment & supplies • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereto between BOXLIGHT CORPORATON., (the “Company”), and the undersigned (the “Subscriber”).
EXCHANGE AGREEMENTExchange Agreement • June 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
THIS EXCHANGE AGREEMENT (this “Agreement”), is made and entered into effective as of January 31, 2015, to be effective as of September 30, 2014 (the “Effective Date”), by and among: (A) Mark Elliott (“Elliott”), John Cox (“Cox”), Operational Security Systems, Inc., a Georgia corporation (“OSS”) and The Verta Group, LLC and Tommy Duffy (“Duffy” and with Elliot, Cox and OSS, each, individually, a “Genesis Party” and, collectively, the “Genesis Parties”); (B); Boxlight Corporation (formerly, Logical Choice Corporaiton), a Nevada corporation (the “Company”); (C) Logical Choice Corporation, a Delaware corporation (“LCC”); and (D) Vert Capital Corp., a Delaware corporation (“Vert”). The Genesis Parties, the Company, LCC and Vert are sometimes referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2020 • Boxlight Corp • Photographic equipment & supplies • Washington
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of April 1, 2020 (the “Effective Date”), by and between BOXLIGHT, INC., a corporation formed in the state of Washington (the “Company” or the “Employer”); and Daniel Leis, an individual (hereinafter sometimes referred to as the “Employee”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 27th, 2022 • Boxlight Corp • Services-educational services
Credit Agreement, dated as of December 31, 2021 (the “Agreement”), by and among Boxlight Corporation, a Nevada corporation (the “Borrower”), each Subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), Whitehawk Finance LLC and/or its Affiliates or designees and the other lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Whitehawk Capital Partners, LP (“Whitehawk Capital”), as collateral agent for the Lenders (in such capacity, together with its designees, successors and assigns, the “Collateral Agent”) and Whitehawk Capital, as administrative agent for the Lenders (in such capacity, together with its designees, successors and assigns, the “Administrative Agent” and together with th
AMENDMENT NO 2Membership Interest Purchase Agreement • December 15th, 2016 • Boxlight Corp • Photographic equipment & supplies • California
THIS AMENDMENT No. 2 (the “Amendment”), is entered into with effect from the 30th day of June 2016 (the “Effective Date”) by and among SKYVIEW CAPITAL, LLC, a Delaware limited liability company, with its headquarters at Suite 810-N, 2000 Avenue of the Stars, Los Angeles, CA 90067 (“Skyview”); MIMIO, LLC, a Delaware limited liability company (“Mimio” or the “Company”); MIM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), with its principal place of business at 10951 West Pico, Los Angeles, CA 90064; and BOXLIGHT CORPORATION, a Nevada corporation (“BOXL”). This Amendment is intended to amend the Membership Interest Purchase Agreement dated as of September 28, 2015 (the “Agreement”), as amended on November 3, 2015 (“Amendment 1”), among Skyview, the Company and Holdings. The Company, Holdings, and BOXL are sometimes herein collectively referred to as the “Credit Parties” and Skyview and the Credit Parties are sometimes herein collectively referred to as the “Parties”.
SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • November 14th, 2024 • Boxlight Corp • Services-educational services • New York
This SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of August 12, 2024 (this “Seventh Amendment”), is entered into by and among Boxlight Corporation, a Nevada corporation (the “Borrower”), each Subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), the financial institutions party hereto as Lenders and Whitehawk Capital Partners LP (“Whitehawk Capital”), as the Administrative Agent.
Executed Purchase NoteConvertible Promissory Note • May 12th, 2017 • Boxlight Corp • Photographic equipment & supplies • California
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE THE COMPANY.
SALLYPORT COMMERCIAL FINANCE, LLC ACCOUNT SALE AND PURCHASE AGREEMENTAccount Sale and Purchase Agreement • April 2nd, 2018 • Boxlight Corp • Photographic equipment & supplies • Texas
THIS ACCOUNT SALE AND PURCHASE AGREEMENT (this “Agreement”) is entered into in Houston, Texas, between Sallyport Commercial Finance, LLC (“Purchaser”), with offices at 14100 Southwest Freeway, Suite 210, Sugar Land, Texas 77478 and Boxlight, Inc. (“Seller”), whose office is located at 1045 Progress Circle, Lawrenceville, GA. 30043 (“Seller’s Address”).
STOCK TRANSFER AGREEMENTStock Transfer Agreement • October 9th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
THIS STOCK EXCHANGE AGREEMENT (this “Agreement”), is made and entered this March 31, 2015, to be effective as of the “IPO Effective Date” (hereinafter defined): (A) Boxlight Corporation (formerly, Logical Choice Corporation), a Nevada corporation (the “Company”); (C) Logical Choice Corporation, a Delaware corporation (“LCC”); and (C) Vert Capital Corp., a Delaware corporation (“Vert”, on behalf of itself and as trustee and escrow agent (the “Escrow Agent”) for the existing holders of Series A preferred stock of LCC who are listed on Exhibit A annexed hereto and made a part hereof (collectively, the “LCT Minority Stockholders”). The Company, LCC and Vert are sometimes referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • May 13th, 2016 • Boxlight Corp • Photographic equipment & supplies • New York
THIS AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), is made and entered into effective as of May 9, 2016, to be effective as of September 30, 2014 (the “Effective Date”), by and among: (A) Mark Elliott (“Elliott”), John Cox (“Cox”), Operational Security Systems, Inc., a Georgia corporation (“OSS”) and The Verta Group, LLC and Tommy Duffy (“Duffy” and with Elliot, Cox and OSS, each, individually, a “Genesis Party” and, collectively, the “Genesis Parties”); (B); Boxlight Corporation (formerly, Logical Choice Corporaiton), a Nevada corporation (the “Company”); (C) Logical Choice Corporation, a Delaware corporation (“LCC”); and (D) Vert Capital Corp., a Delaware corporation (“Vert”). The Genesis Parties, the Company, LCC and Vert are sometimes referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2018 • Boxlight Corp • Photographic equipment & supplies • Georgia
THIS AGREEMENT (this “Agreement”), dated November 30, 2017 (the “Effective Date”), by and between BOXLIGHT CORPORATION, a Nevada corporation (the “Corporation”) and SHERI LOFGREN, an individual residing at 1887 Misty Woods Drive, Duluth, Georgia 30097 (the “CFO”).
ESCROW AGREEMENTEscrow Agreement • August 14th, 2017 • Boxlight Corp • Photographic equipment & supplies • Georgia
THIS ESCROW AGREEMENT (the “Agreement”) is entered into as of July __, 2017, by and between Boxlight Corporation (“Boxlight”), Aegis Capital Corp. (“Aegis”) and Suntrust Bank, a _________ national bank (the “Escrow Agent”).