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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Chief
Financial Officer
On November 30, 2020,
Boxlight Corporation, a Delaware corporation (“Boxlight”), announced that the Company’s board of directors (the
“Board”) had accepted the resignation of Takesha Brown, Boxlight’s Chief Financial Officer, with her last day
to be January 15, 2021. Patrick Foley, the Chief Financial Officer of Boxlight’s wholly-owned subsidiary, Sahara Presentation
Systems Ltd, a U.K. entity (“Sahara Presentation Systems”), has been appointed to serve as Chief Financial
Officer of Boxlight commencing January 16, 2021.
Mr. Foley has served as
Chief Financial Officer of Sahara Presentation Systems since 2020. Prior to joining Sahara Presentation Systems, Mr. Foley
spent 13 years at Arts Alliance Media and 10 years at Universal Pictures, where he served in senior leadership roles. Most recently,
Mr. Foley served as Chief Financial Officer at Sahara Presentation Systems. Mr. Foley holds a Master of Science
– Strategic Business Management degree from The Manchester Metropolitan University and is a Chartered Management Accountant
(ACMA / CGMA). We believe Mr. Foley’s global business experience is a significant asset to Boxlight.
Mr.
Foley will continue to be compensated pursuant to the terms of his current employment agreement with Sahara Presentation Systems.
Under his employment agreement, dated April 7, 2020 (the “Foley Employment Agreement”), as amended by a deed of variation,
dated September 24, 2020 (the “Foley Deed of Variation”), Mr. Foley receives annual compensation of £175,000,
a quarterly bonus of £6,250 if he meets 90% of a gross profit target and £12,500 if he achieves 100%
of the gross profit target, as such gross profit target may be set by the corporation’s board of directors or compensation
committee, with a maximum annual bonus of up to £50,000. Mr. Foley is entitled to 27 days of vacation, a yearly car
allowance of £9,600, and is required to provide six months’ advance notice prior to resignation.
The
foregoing descriptions of the Foley Employment Agreement and Foley Deed of Variation do not purport to describe all of the terms
of such agreements and are qualified in their entirety by reference to the Foley Employment Agreement and Foley Deed of
Variation, which are filed as Exhibits 10.1 and 10.2, respectively, hereto, and are incorporated herein by reference.
Chief
Technology Officer
On November 30, 2020, Boxlight announced the appointment of Shaun
Marklew to the position of Chief Technology Officer of Boxlight, effective immediately. Mr. Marklew had previously been serving
as Chief Operating Officer of Sahara Presentation Systems. Mr. Markley has been employed with Sahara Presentation Systems since
February 2012. Mr. Marklew has more than 20 years of experience in the professional audio, visual and interactive technology industry
including more than nine years at Sahara Presentation Systems, most recently as Chief Operating Officer. At Sahara Presentation
Systems, Mr. Marklew was responsible for building the global, multi-award-winning interactive touchscreen and digital signage brand,
Clevertouch. Mr. Marklew’s knowledge and passion for technology continues to be the driving force behind the innovation and
success of the Clevertouch ecosystem. Boxlight will leverage his talents across Boxlight’s broader solution suite.
As Chief Technology
Officer, Mr. Marklew will continue to be compensated pursuant to the terms of his current employment agreement with Sahara
Presentation Systems. Under his employment agreement, dated January 1, 2019 (the “Marklew Employment Agreement”),
as amended by a deed of variation, dated September 24, 2020 (the “Marklew Deed of Variation”), Mr. Marklew receives
annual compensation of £175,000, a quarterly bonus of £6,250 if he meets 90% of a gross profit target and £12,500
if he achieves 100% of the gross profit target, as such gross profit target may be set by the corporation’s board
of directors or compensation committee, with a maximum annual bonus of up to £50,000. Mr. Marklew is entitled to 27 days
of vacation, a yearly car allowance of £9,600, and is required to provide the six months’ advance notice
prior to resignation.
The foregoing descriptions
of the Marklew Employment Agreement and Marklew Deed of Variation do not purport to describe all of the terms of such agreements
and are qualified in their entirety by reference to the Marklew Employment Agreement and Marklew Deed of Variation, which
are filed as Exhibits 10.3 and 10.4, respectively, hereto, and are incorporated herein by reference.