EX-10.1 3 tm2527894d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

AGREEMENT

SERIES B AND C PREFERRED STOCK

BOXLIGHT CORPORATION

OCTOBER 1, 2025

This Agreement, dated and effective as of the date set forth above (this "Agreement"), is made by and among the undersigned holders (the “Holders”) of shares of Series B Stock and Series C Stock (as defined below) of Boxlight Corporation, a Nevada corporation (“Boxlight”), and Boxlight.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby consent, agree, represent and warrant, as applicable, as follows:

1.            Conversion of Series C Stock. Effective immediately, each Holder’s shares of Boxlight’s Series C Preferred Stock, par value $0.0001 per share (the “Series C Stock”), are hereby converted into the number of shares of Boxlight’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), set forth opposite such Holder’s name on Exhibit A hereto. From the date hereof and hereafter, the Holders shall own no Series C Stock, and shall have no rights as a holder of Series C Stock, but shall only have the rights of a holder of Common Stock.

2.            Amendment of Series B Preferred Stock. The parties hereby agree to the amendment of the rights, privileges, terms and conditions of Boxlight’s Series B Preferred Stock, par value $0.0001 per share (the “Series B Stock”), as set forth in Exhibit B. The parties further acknowledge the rights of the Holders of the Series B Stock to the accrued dividends up to and through the date hereof, which such dividends remain due and owing to such Holders as of the date hereof. Nothing contained herein or in the amendment to Boxlight’s Articles of Incorporation (including the Certificate of Designation for the Series B Stock) shall be deemed to modify, amend or extinguish the rights of the Holders with respect to the payment of such dividends.

3.            Series B Redemption. Each time Boxlight completes a Qualified Offering at any time following the date hereof, and continuing until all outstanding shares of Series B Stock are fully redeemed or repurchased, Boxlight will, subject to the terms and conditions hereof, within 20 business days of the closing of such Qualified Offering, apply up to 20% of the net proceeds of such Qualified Offering (the “Redemption Amount”) to the redemption or repurchase of the Holders’ shares of Series B Stock at a price per share of Series B Stock of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock). If the Redemption Amount from a Qualified Offering is insufficient to fully redeem or repurchase all shares of Series B Stock then outstanding, the Redemption Amount from such offering will be applied to redeem or repurchase the Holders’ shares of Series B Stock pro rata according to each Holder’s proportionate ownership compared to the aggregate shares of Series B Stock then outstanding. Boxlight’s obligation to redeem or repurchase any Series B Stock pursuant to this section is conditioned upon the Holders entering into a redemption or repurchase agreement with Boxlight in form and substance reasonably satisfactory to Boxlight. Notwithstanding the foregoing, in the event that: (i) applicable law or stock market listing standards make reduction of the Redemption Amount otherwise required by this section necessary or advisable, then in each such case, the Redemption Amount shall be reduced consistent with such law or listing standard, including to zero if applicable.

A “Qualified Offering” is a primary offering by Boxlight of its equity securities for capital raising purposes; for the avoidance of doubt, and without limiting the foregoing, offers and issuances of equity securities in connection with the following do not constitute Qualified Offerings: issuances of equity securities for compensatory purposes to employees, consultants and advisors (including financial advisors), including in connection with the issuance or exercise of stock options, restricted stock awards, restricted stock units, stock appreciation rights and similar instruments; employee stock ownership plans; and employer stock funds in 401(k) plans.

4.            Waiver of Conflicting Obligations. The parties hereby waive the application of any provisions of any contract, agreement, deed, provision of the Company’s articles of incorporation or bylaws, or other instrument that may be contrary to, or otherwise conflict with, this Agreement.

5.            Shares Owned; Authority. Each Holder represents and warrants that it is the record and beneficial owner of the number of shares of Series B Stock and Series C Stock (in the case of Series C Stock, as of immediately prior to the conversion provided for in Section 1 above) set forth below his, her or its signature on the signature pages hereto, and that the Holder has full power, authority and capacity to execute and deliver this Agreement. Boxlight represents and warrants that it has full power and authority to execute and deliver this Agreement.

6.            Miscellaneous.

(a)          This Agreement shall inure to the benefit of and be binding upon the parties and his, her or its respective successors and permitted assigns, if any.

(b)          The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

(c)          This Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

(d)          This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(e)          Each Holder shall from time to time at the request of Boxlight furnish such further information or assurances, execute and deliver such additional documents, instruments and conveyances and take such further actions and do such other things as may be necessary or appropriate to carry out the provisions of this Agreement, and to give effect to the provisions hereof. The Holders consent to Boxlight and its agents taking such further actions to carry out and give effect to such provisions, including without limitation the filing with the Nevada Secretary of State of a certificate of amendment to the certificates of designation of the Series B Stock and/or Series C Stock implementing the conversion of Series C Stock into Common Stock and/or the amendment set forth in Exhibit B of the rights, privileges, terms and conditions of the Series B Stock provided for herein.

(f)          The Agreement shall be governed by the laws of the State of Nevada.

(g)          Boxlight shall pay all legal expenses incurred by the Holders in connection with the negotiation, execution and delivery of this Agreement.

[Signatures follow]

IN WITNESS WHEREOF, Boxlight has executed this Agreement effective as of the date first written above.

	BOXLIGHT

	By:	/s/ Dale Strang
		Dale Strang
		Chief Executive Officer

[Boxlight Signature Page to Series B and C Agreement]