Item
1.01 Entry Into Material Definitive Agreements.
Lind
Funding
On
September 21, 2020, Boxlight Corporation, a Nevada corporation (the “Company”), entered into a securities purchase
agreement (the “Lind SPA”) with Lind Global Asset Management, LLC, a Delaware limited liability company (“Lind”),
pursuant to which Lind purchased from the Company a $22,000,000 secured convertible note (the “Convertible Note”)
in exchange for payment of $20,000,000 (the “Funding”). Under the terms of the Lind SPA, in addition to the issuance
of the Convertible Note, the Company paid to Lind (i) a commitment fee of $400,000 and (ii) a bonus fee (the “Bonus Payment”)
of $500,000 payable in shares of Class A common stock of the Company (the “Common Stock”), with the per share price
of the Bonus Payment shares calculated based on the 20-day VWAP of the Common Stock prior to closing. The Convertible Note has
a term of 24-months, bears a 4% interest rate (0% interest so long as the Common Stock trades at $3.50 or more per share), is
repayable in 22 equal instalments commencing 60 days after the Funding and, at the option of the Company, may be repaid in either
cash or Common Stock. Common Stock issuable to Lind in conjunction with the Bonus Payment and the Convertible Note will be registered
for resale pursuant to the Company’s existing shelf registration statement on Form S-3.
The
foregoing descriptions of the terms of the Lind SPA and the Convertible Note do not purport to be complete and are qualified in
their entirety by reference to the complete text of such documents, which are filed herewith as Exhibits 10.1 and Exhibit 10.2,
respectively, and are incorporated herein by reference.
In
conjunction with its entry into the Lind SPA and the issuance of the Convertible Note, on September 21, 2020, the Company and
Lind Global Macro Fund, LP, an affiliate of Lind (“GMF”), entered into a third amended and restated security agreement
(the “Third A&R Security Agreement”) for purposes of amending and restating a prior security agreement, dated
as of February 4, 2020, between the Company and GMF in order to incorporate the Lind SPA and the Convertible Note therein. In
addition, on September 21, 2020, the Company, Sallyport Commercial Finance, LLC (“Sallyport”), as first lien creditor,
and GMF and Lind, as second lien creditors, entered into a third amended and restated intercreditor agreement (the “Third
A&R Intercreditor Agreement”) for purposes of amending and restating the second amended and restated intercreditor agreement,
dated as of February 4, 2020, between the Company, Sallyport and GMF, in order to (i) incorporate Lind as a second lien creditor
and (ii) reaffirm and confirm the relative priority of each creditor’s respective security interests in the Company’s
assets, among other matters.
The
foregoing descriptions of the terms of the Third A&R Security Agreement and the Third A&R Intercreditor Agreement do not
purport to be complete and are qualified in their entirety by reference to the complete text of such documents, which are filed
herewith as Exhibits 10.3 and Exhibit 10.4, respectively, and are incorporated herein by reference.