OTHER INFORMATION
−Removed: During the three months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).
+Added: Waiver to the Credit Agreement
+Added: On November 14, 2024, the Company Company obtained a waiver for the Credit Agreement (the “November 2024 Waiver”) from Whitehawk Capital Partners LP, as collateral agent (the “Collateral Agent”), and Whitehawk Finance LLC (the “Lender”).
+Added: The waiver further amends the Credit Agreement, originally entered into on December 31, 2021, as amended on April 4, 2022, June 21, 2022, April 24,2023, June 26, 2023, March 14, 2024, and August 12, 2024 between the Company and all of its direct and indirect subsidiaries, the Collateral Agent, and the Lender.
+Added: Pursuant to the November 2024 Waiver, the Lender has agreed to waive any events of default that may have arisen directly as a result of (i) the Financial Covenant Default (as defined in the November 2024 Waiver) at September 30, 2024 and (ii) the Borrowing Base Default (as defined in the November 2024 Waiver) for the month ended October 31, 2024.
+Added: In conjunction with obtaining the waiver, the Company paid down approximately $1.1 million under the Credit Agreement, inclusive of $60 thousand of prepayment penalties.
+Added: The foregoing description of the November 2024 Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the November 2024 Waiver, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference
+Added: Securities Trading Plans of Directors and Executive Officers
+Added: During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).
The following exhibits are filed or furnished with this report:
Description of Exhibit
−Removed: 10.1 Sixth Amendment to the Credit Agreement, dated April 19, 2024, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC.
−Removed: (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed April 23, 2024 .
−Removed: 10.2* Clawback Policy adopted April 5, 2024
−Removed: 10.3* Seventh Amendment and Waiver to Credit Agreement, dated August 12, 2024, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC.
+Added: 10.1 Seventh Amendment and Waiver to Credit Agreement, dated August 12, 2024, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC (incorporated by reference to exhibit 10.3 to the Quarterly Report on Form 10-Q filed August 13, 2024)
+Added: 10.2* Waiver to Credit Agreement, dated November 14, 2024, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
BOXLIGHT CORPORATION
−Removed: August 13, 2024
+Added: November 14, 2024
/s/ Dale Strang
Chief Executive Officer
−Removed: August 13, 2024
+Added: November 14, 2024
/s/ Greg Wiggins
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.