UNDERWRITING AGREEMENT between BOXLIGHT CORPORATION and AEGIS CAPITAL CORP., as Representative of the Several Underwriters BOXLIGHT CORPORATIONUnderwriting Agreement • September 15th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
The undersigned, Boxlight Corporation, a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Boxlight Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (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:
WARRANT TO PURCHASE CLASS A COMMON STOCKBoxlight Corp • September 15th, 2015 • Photographic equipment & supplies • New York
Boxlight Corporation, a Nevada corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Class A Common Stock (including any Warrants to Purchase Class A Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 5:30 p.m., New York Time, on the Expiration Date, [__] fully paid and nonassessable shares of Class A Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16.
WARRANT AGREEMENTWarrant Agreement • September 15th, 2015 • Boxlight Corp • Photographic equipment & supplies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2015, is entered into by and between Boxlight Corporation, a Nevada corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability company (the “Warrant Agent”).
