Boxlight 发布 DEF 14A：11月10日股东会拟批准最高1:1000并股、授权股本5500万增至5亿股及Series D/E优先股与ELOC等大幅稀释性发行

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DEF 14A
1
ea0308281-def14a_boxlight.htm
DEFINITIVE PROXY STATEMENT
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
BOXLIGHT
CORPORATION
(Name of Registrant as Specified
in its Charter)
Payment
of Filing Fee (Check the appropriate box):
☒
No
fee required.
☐
Fee
paid previously with preliminary materials.
☐
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
BOXLIGHT CORPORATION
2750 Premiere Parkway, Ste. 900
Duluth, Georgia 30097
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held at 10:00 a.m. Eastern Time on November
10, 2026
October 15, 2026
NOTICE IS HEREBY GIVEN that Boxlight Corporation
(the “Company”) will hold a special meeting of stockholders (the “Special Meeting”) on Tuesday, November 10, 2026,
at 10:00 a.m. Eastern Time, which will be conducted exclusively online via live webcast. To participate in the Special Meeting, you must
pre-register at https://web.viewproxy.com/BOXL/2026SM by 11:59 p.m. Eastern Time on November 9, 2026, the day before the Special Meeting.
Once you pre-register, you will receive a link via email that you can use to join the day of the Special Meeting. The Special Meeting
is being held for the following purposes:
(1)
to grant discretionary authority to the Company’s board of directors (“the Board”) to (i) amend the Company’s articles
of incorporation, as amended (the “Articles of Incorporation”), to effect one or more reverse stock splits of all outstanding
shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), at a ratio of up to
one share of Common Stock for 1,000 outstanding shares of Common Stock, with the exact ratio or ratios to be determined by the Board at
its sole discretion and (ii) effect such reverse stock splits, if any, within three (3) years of the date the proposal is approved by
stockholders (the “Reverse Stock Splits Proposal”);
(2)
to approve, for purposes of Nasdaq Listing Rule 5635(d) (the “Nasdaq
Rules”) of the Nasdaq Stock Market LLC (“Nasdaq”), the issuance of more than 19.99% of our outstanding shares of Class
A Common Stock, (a) issuable upon conversion of the Company’s Series D Preferred Stock, which was issued and sold pursuant to that
certain Securities Purchase Agreement, dated August 5, 2026, by and among the Company and the purchasers named therein (the “Securities
Purchase Agreement”), (b) issuable upon conversion of the Company’s Series E Convertible Preferred Stock (the “Series
E Preferred Stock”), which was issued and sold pursuant to that certain Securities Purchase Agreement, dated September 30, 2026,
by and between the Company and J.J. Astor & Co. (the “Series E Securities Purchase Agreement”) and which Series E Preferred
Stock votes with the Class A Common Stock on an “as converted” basis, and (c) issuable pursuant to that certain Equity Purchase
Agreement, dated August 5, 2026, by and between the Company and Secure Net Capital LLC (the “ELOC”), at prices that may be
less than the “minimum price” (as defined under Nasdaq rules), and, with respect to the Series E Preferred Stock, to approve
such issuance for purposes of Nasdaq Listing Rules 5635(b) and 5635(c) and the right of the holders of the Series E Preferred Stock to
vote such shares on an “as converted” basis in excess of 19.99% of the voting power of the Company outstanding as of September
30, 2026, and to approve and ratify the transactions contemplated by the Series E Securities Purchase Agreement (the “Exchange Cap
Proposal”);
(3)
to approve the sales or issuances of Class
A Common Stock at prices below the exercise price then in effect under the existing WhiteHawk
Finance LLC warrant agreement, dated as of December 31, 2021 (the “WhiteHawk Proposal”);
(4)
to approve one or more adjournments of the
Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the
Reverse Stock Splits Proposal, the Exchange Cap Proposal, the WhiteHawk Proposal, the Authorized
Share Increase Proposal, the J.J. Astor Proposal, the 2026 Plan Proposal and the Name Change
Proposal (each as defined below) if there are not sufficient votes at the Special Meeting
to approve and adopt any or all of such proposals (the “Adjournment Proposal”);
(5)
to approve an amendment to the Company’s
Articles of Incorporation to increase the number of authorized shares of Class A Common Stock
from 55,000,000 shares to 500,000,000 shares in order to ensure that the Company has a sufficient
number of authorized but unissued shares available for the purposes described herein and
for future corporate purposes, including future financings, strategic transactions, equity
compensation and other general corporate purposes (the “Authorized Share Increase Proposal”);
(6)
to approve, for purposes of Nasdaq Listing Rules 5635(b), 5635(c) and
5635(d), the issuance of shares of Class A Common Stock upon conversion of amounts outstanding under the Company’s Inventory Finance
Agreement, dated May 27, 2025, as amended, with J.J. Astor & Co. (including any Make Whole Shares issuable thereunder), in excess
of 19.99% of the outstanding shares of Class A Common Stock, at prices that may be less than the “minimum price” (as defined
under Nasdaq rules) (the “J.J. Astor Proposal”);
(7)
to approve the Boxlight Corporation 2026 Equity
Incentive Plan, including the reservation of 6,500,000 shares of Class A Common Stock for
issuance thereunder (the “2026 Plan Proposal”);
(8)
to approve
an amendment to the Company’s Articles of Incorporation to change the name of the Company from “Boxlight Corporation”
to “Boxlight Group Corporation” (the “Name Change Proposal”); and
(9)
to consider
and transact such other business as may be properly brought before the Special Meeting and any adjournments thereof.
The Proxy Statement accompanying this notice
describes each of these items of business in detail. The Board has fixed the close of business on September 17, 2026, as the record date
for the determination of stockholders entitled to notice of and to vote at the Special Meeting and any adjournments or postponements
of the Special Meeting. Accordingly, only stockholders of record at the close of business on September 17, 2026 are entitled to notice
of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting.
Your vote is important. Whether or not you
expect to attend the Special Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy
card so that your shares may be represented at the meeting.
October 15, 2026
By Order of the Board of Directors,
/s/ Michael Pope
Michael Pope
Executive Chairman of the Board
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER 10, 2026.
The proxy statement is available at https://web.viewproxy.com/BOXL/2026SM.
Whether or not you expect to attend the Special
Meeting, please submit voting instructions for your shares promptly using the directions on your proxy card. Even if you have voted by
proxy, you may still vote electronically during the Special Meeting via the live webcast. Please note, however, that if your shares are
held of record by a broker, bank or other nominee and you wish to vote during the Special Meeting, you must obtain a proxy issued in
your name from that record holder.
TABLE OF CONTENTS
Page
ABOUT THE MEETING
1
PRINCIPAL STOCKHOLDERS
6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
7
PROPOSAL ONE: THE REVERSE STOCK SPLITS PROPOSAL
14
Summary
14
Effective Date
14
Purposes of the Reverse Stock Splits
15
Interests of Directors and Executive Officers
15
Vote Required
15
PROPOSAL TWO: THE EXCHANGE CAP PROPOSAL
16
The Exchange Cap
16
Effect of Issuance of Additional Securities
17
Nasdaq Marketplace Requirements and the Necessity of Stockholder
Approval
17
Additional Information
18
Vote Required
18
PROPOSAL THREE: THE WHITEHAWK PROPOSAL
19
PROPOSAL FOUR: THE ADJOURNMENT PROPOSAL
20
PROPOSAL FIVE: THE AUTHORIZED SHARE INCREASE PROPOSAL
21
PROPOSAL SIX: THE J.J. ASTOR PROPOSAL
23
PROPOSAL SEVEN: THE 2026 PLAN PROPOSAL
24
PROPOSAL EIGHT: THE NAME CHANGE PROPOSAL
28
APPENDIX A - Form of Certificate of Amendment of Articles of Incorporation to Effect
Reverse Stock Split
A-1
APPENDIX B - Form of Certificate of Amendment of Articles of Incorporation to Effect
Authorized Share Increase Proposal
B-1
APPENDIX C - Boxlight Corporation 2026 Equity Incentive Plan
C-1
APPENDIX D - Form of Certificate of Amendment of Articles of Incorporation to Effect
Name Change
D-1
i
BOXLIGHT CORPORATION
2750 Premiere Parkway, Ste. 900
Duluth, Georgia 30097
PROXY STATEMENT
ABOUT THE MEETING
Why am I receiving this Proxy Statement?
This Proxy Statement contains information related
to the solicitation of proxies for use at our Special Meeting of Stockholders, to be held on November 10, 2026, at 10:00 a.m. Eastern
Time, including at any adjournments or postponements of the special meeting, via live webcast for the purposes stated in the accompanying
Notice of Special Meeting of Stockholders. This solicitation is made by our Board of Directors (also referred to as the “Board”
in this Proxy Statement) on behalf of Boxlight Corporation. In this Proxy Statement, the terms “we,” “our,” “us”
and the “Company” refer to Boxlight Corporation. You are invited to attend the Special Meeting and vote on the proposals described
in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and
return the enclosed proxy card,
or follow the instructions below to submit your proxy over the telephone or through the internet
.
We are providing our proxy materials
to stockholders by mailing a full set of printed materials. This Proxy Statement is dated October 15, 2026. On or about October 15, 2026,
we intend to mail this Proxy Statement, together with the accompanying proxy card and the Notice of Special Meeting of Stockholders, to
all stockholders of record as of the close of business on September 17, 2026 entitled to vote at the Special Meeting.
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting to Be Held on November 10, 2026: This Proxy Statement is available at https://web.viewproxy.com/BOXL/2026SM.
You are encouraged to access and review all of the important information contained in the proxy materials before voting.
How do I attend the Special Meeting?
The Special Meeting will be held on November 10, 2026 at 10:00 a.m.
Eastern Time conducted exclusively online via live webcast. Information on how to vote during the Special Meeting is discussed below.
What am I being asked to vote on?
You are being asked to vote on the following
proposals (collectively, the “Proposals”):
●
Proposal 1 (Reverse
Stock Splits Proposal):
To grant discretionary authority to the Company’s Board (i) to amend the Company’s articles of incorporation, as amended (the
“Articles of Incorporation”), to effect one or more reverse stock splits of all outstanding shares of Class A Common Stock,
at a ratio of up to one share of Common Stock for 1,000 outstanding shares of Common Stock, with the exact ratio or ratios to be determined
in the Board’s sole discretion and (ii) effect such reverse stock splits, if any, within three (3) years of the date the proposal
is approved by stockholders.
●
Proposal 2 (Exchange Cap Proposal)
: to approve, for purposes of Nasdaq Listing Rule 5635(d) (the “Nasdaq
Rules”) of the Nasdaq Stock Market LLC (“Nasdaq”), the issuance of more than 19.99% of our outstanding shares of Class
A Common Stock, that is (a) issuable upon conversion of the Company’s Series D Preferred Stock, which was issued and sold pursuant
to that certain Securities Purchase Agreement, dated August 5, 2026, by and among the Company and the purchasers named therein (the “Securities
Purchase Agreement”), (b) issuable upon conversion of the Company’s Series E Convertible Preferred Stock (the “Series
E Preferred Stock”), which was issued and sold pursuant to that certain Securities Purchase Agreement, dated September 30, 2026,
by and between the Company and J.J. Astor & Co. (the “Series E Securities Purchase Agreement”) and which Series E Preferred
Stock votes with the Class A Common Stock on an “as converted” basis, and (c) issuable pursuant to that certain Equity Purchase
Agreement, dated August 5, 2026, by and between the Company and Secure Net Capital LLC (the “ELOC”), at prices that may be less than
the “minimum price” (as defined under Nasdaq rules), and, with respect to the Series E Preferred Stock, to approve such issuance
for purposes of Nasdaq Listing Rules 5635(b) and 5635(c) and the right of the holders of the Series E Preferred Stock to vote such shares
on an “as converted” basis in excess of 19.99% of the voting power of the Company outstanding as of September 30, 2026, and
to approve and ratify the transactions contemplated by the Series E Securities Purchase Agreement (the “Exchange Cap Proposal”).
1
●
Proposal 3 (WhiteHawk Proposal)
: To approve the sales or issuances
of Class A Common Stock at prices below the exercise price then in effect under the existing WhiteHawk Finance LLC warrant agreement,
dated as of December 31, 2021 (the “WhiteHawk Proposal”).
●
Proposal 4 (Adjournment Proposal)
: To approve one or more adjournments
of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Splits Proposal,
the Exchange Cap Proposal, the WhiteHawk Proposal, the Authorized Share Increase Proposal, the J.J. Astor Proposal, the 2026 Plan
Proposal and the Name Change Proposal if there are not sufficient votes at the Special Meeting to approve and adopt such proposals.
●
Proposal
5 (Authorized Share Increase Proposal)
: To approve an amendment to the Company’s Articles
of Incorporation to increase the number of authorized shares of Class A Common Stock from 55,000,000
shares to 500,000,000 shares in order to ensure that the Company has a sufficient number of authorized
but unissued shares available for the purposes described herein and for future corporate purposes,
including future financings, strategic transactions, equity compensation and other general corporate
purposes.
●
Proposal
6 (J.J. Astor Proposal):
To approve, for purposes of Nasdaq Listing Rules 5635(b), 5635(c) and 5635(d),
the issuance of shares of Class A Common Stock upon conversion of amounts outstanding under the Company’s
Inventory Finance Agreement, dated May 27, 2025, as amended, with J.J. Astor & Co. (including
any Make Whole Shares issuable thereunder), in excess of 19.99% of the outstanding shares of Class
A Common Stock, at prices that may be less than the “minimum price” (as defined under
Nasdaq rules).
●
Proposal 7 (2026 Plan Proposal):
To approve the Boxlight Corporation
2026 Equity Incentive Plan, including the reservation of 6,500,000 shares of Class A Common Stock for issuance thereunder.
●
Proposal 8 (Name Change Proposal):
To approve an amendment to
the Company’s Articles of Incorporation to change the name of the Company from “Boxlight Corporation” to “Boxlight
Group Corporation.”
●
To transact any other business that may properly come before the Special Meeting
or any adjournment(s) or postponements of the Special Meeting.
What are the Board’s voting recommendations?
The Board recommends that you vote as follows:
●
Proposal 1 (Reverse Stock Splits Proposal)
: “
FOR
”
the Reverse Stock Splits Proposal;
●
Proposal 2 (Exchange Cap Proposal)
: “
FOR
” the
Exchange Cap Proposal;
●
Proposal 3 (WhiteHawk Proposal):
“
FOR
” the WhiteHawk Proposal;
●
Proposal 4 (Adjournment Proposal)
: “
FOR
” the
Adjournment Proposal;
●
Proposal
5 (Authorized Share Increase Proposal)
: “
FOR
” the Authorized Share Increase
Proposal.
●
Proposal
6 (J.J. Astor Proposal):
“
FOR
” the J.J. Astor Proposal.
●
Proposal 7 (2026 Plan Proposal):
“
FOR
” the
2026 Plan Proposal.
●
Proposal 8 (Name Change Proposal):
“
FOR
” the
Name Change Proposal.
Who is entitled to vote at the Special Meeting?
Holders of record of our Class A Common Stock,
as of the close of business on September 17, 2026, the record date for the Special Meeting (the “Record Date”), are entitled
to receive notice of the Special Meeting. Holders of record of shares of Class A Common Stock have the right to vote on all matters brought
before the Special Meeting. Because the Series E Preferred Stock was issued on September 30, 2026, after the Record Date, no shares of
Series E Preferred Stock are entitled to vote at the Special Meeting.
As of the Record Date, there were 844,544 shares
of Class A Common Stock issued and outstanding.
2
What are the voting rights of stockholders?
Each share of our Class A Common Stock outstanding
as of the Record Date, is entitled to receive notice of the Special Meeting and to one vote per share on all matters properly brought
before the Special Meeting.
Who can attend the Special Meeting?
All holders of our Class A Common Stock at the close of business on
the Record Date, or their duly appointed proxies, are authorized to attend the Special Meeting. Stockholders may attend the Special Meeting
on November 10, 2026.
What is the difference between holding shares
as a stockholder of record and as a beneficial owner?
Many stockholders hold their shares through a
stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares
held of record and those owned beneficially.
●
Stockholder of record
. If your shares are registered directly in your
name with our transfer agent, VStock Transfer LLC (our “Transfer Agent”), you are considered the stockholder of record
of those shares and these proxy materials are being sent directly to you by us.
●
Beneficial owner of shares held in street name
. If your shares are held
in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held
in “street name,” and these proxy materials are being forwarded to you by your broker or nominee, which is considered,
with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker how to
vote your shares and are also invited to attend the Special Meeting.
What will constitute a quorum at the Special
Meeting?
A quorum is the minimum number of shares required
to be present or represented by proxy at the Special Meeting to properly hold a meeting of stockholders and conduct business under our
Bylaws and Nevada law. Under our amended and restated bylaws, a quorum at all meetings of our shareholders requires the presence, in person
or by proxy, of holders of 45% of the voting power of our shares of capital stock entitled to vote. We will include abstentions and broker
non-votes in the calculation of the number of shares considered to be present at the meeting for purposes of determining the presence
of a quorum at the meeting. As of the Record Date, there were 844,544 shares of our Class A Common Stock outstanding.
If a quorum is not present to transact business
at the Special Meeting, the Special Meeting may be adjourned, from time to time, either by the chairman of the meeting or by vote of
a majority of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting, but no other
business shall be transacted at such meeting.
If we do not receive sufficient votes in favor
of the proposals by the date of the Special Meeting, the Special Meeting may be adjourned from time to time either by the chairman of
the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy
at the meeting. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the
time and place, if any, thereof are announced at the meeting at which the adjournment is taken, unless the Board fixes a new record date.
At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. Under Nevada
law, the Board must fix a new record date if the Special Meeting is adjourned to a date more than 60 days after the date originally fixed
for the meeting, in which case notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned
meeting.
3
What are broker non-votes?
Broker non-votes occur when nominees, such as
banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least
ten days before the Special Meeting. Under NYSE Rule 452, which governs the ability of brokers that are members of the New York Stock
Exchange to vote shares held in street name and which applies to our Class A Common Stock even though it is listed on the Nasdaq Capital
Market, a broker may exercise discretionary voting authority over uninstructed shares only on matters classified as “routine.”
We expect that Proposal 1 (Reverse Stock Splits Proposal), Proposal 4 (Adjournment Proposal), Proposal 5 (Authorized Share Increase Proposal)
and Proposal 8 (Name Change Proposal) will be treated as routine matters, and that your broker or other nominee may be able to vote your
shares on those proposals even if you do not provide voting instructions. We expect that Proposal 2 (Exchange Cap Proposal), Proposal
3 (WhiteHawk Proposal), Proposal 6 (J.J. Astor Proposal) and Proposal 7 (2026 Plan Proposal) will be treated as non-routine matters,
and that if you do not give your broker or other nominee voting instructions with respect to those proposals, your broker or other nominee
will not be able to vote your shares on them, resulting in broker non-votes. Whether a proposal is routine or non-routine is determined
by the NYSE and not by the Company.
How many votes are needed for the proposals
to pass?
The proposals to be voted on at the Special Meeting
have the following voting requirements:
●
Proposal 1 (Reverse Stock Splits Proposal)
: The Reverse Stock
Splits Proposal requires the affirmative vote of the majority of votes cast once a quorum has been established. For purposes of the
Reverse Stock Splits Proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the
result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
●
Proposal 2 (Exchange Cap Proposal)
: The Exchange Cap Proposal
requires the affirmative vote of a majority of the votes cast once a quorum has been established. For purposes of the Exchange Cap
Proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although
they will be considered present for the purpose of determining the presence of a quorum.
●
Proposal 3 (WhiteHawk Proposal):
The WhiteHawk Proposal requires the affirmative vote
of a majority of the votes cast once a quorum has been established. For purposes of the WhiteHawk Proposal, abstentions and broker
non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present
for the purpose of determining the presence of a quorum.
●
Proposal 4
(
Adjournment Proposal
): The affirmative
vote of a majority of the votes cast by shares of Class A Common Stock entitled to vote on this proposal is required to approve the
Adjournment Proposal.
●
Proposal
5 (Authorized Share Increase Proposal
):
The Authorized Share Increase Proposal requires the
affirmative vote of a majority of the votes cast once a quorum has been established. For purposes
of the Authorized Share Increase Proposal, abstentions and broker non-votes will not be counted as
votes cast and will have no effect on the result of the vote, although they will be considered present
for the purpose of determining the presence of a quorum.
●
Proposal
6 (J.J. Astor Proposal):
The J.J. Astor Proposal requires the affirmative vote of a majority
of the votes cast once a quorum has been established. For purposes of the J.J. Astor Proposal, abstentions
and broker non-votes will not be counted as votes cast and will have no effect on the result of the
vote, although they will be considered present for the purpose of determining the presence of a quorum.
●
Proposal 7 (2026 Plan Proposal):
The 2026 Plan Proposal requires
the affirmative vote of a majority of the votes cast once a quorum has been established. For purposes of the 2026 Plan Proposal,
abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they
will be considered present for the purpose of determining the presence of a quorum.
●
Proposal 8 (Name Change Proposal):
The Name Change Proposal requires
the affirmative vote of a majority of the votes cast once a quorum has been established. For purposes of the Name Change Proposal,
abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they
will be considered present for the purpose of determining the presence of a quorum.
This means that the Proposals could each be approved
by the affirmative vote of the holders of a majority of the votes cast once a quorum has been established.
4
Will any other matters be voted on?
As of the date of this Proxy Statement, we are
not aware of any matters that will come before the Special Meeting other than those disclosed in this Proxy Statement. If any other matters
are properly brought before the Special Meeting, the persons named in the accompanying proxy card will vote the shares represented by
the proxies on the other matters in the manner recommended by the Board, or, if no such recommendation is given, in the discretion of
the proxy holders.
How do I vote?
For the matters to be voted on, you may vote
“For” or “Against” or abstain from voting.
●
Stockholders of record:
If your shares are registered directly in your name with our transfer agent, VStock Transfer LLC, as of the Record Date, you may submit your proxy by U.S. mail, Internet or telephone by following the instructions on your proxy card. You also may submit your completed proxy card by mail in the postage-paid envelope provided with the proxy materials. The deadline for submitting your vote by Internet or telephone is 11:59 p.m. Eastern Time on November 9, 2026, which is the day before the virtual Special Meeting. The designated proxy holders named in the proxy card will vote according to your instructions. To vote during the Special Meeting, attend the live webcast and follow the voting instructions provided on the meeting website.
●
Beneficial owner of shares held in street name:
If you are a street name
or beneficial stockholder because your shares are held in a brokerage account or by a bank or other nominee, your broker or nominee
firm will forward these proxy materials to you together with a voting instruction card. Follow the instructions on the voting instruction
card to instruct your broker or nominee how to vote your shares, including any instructions for voting by Internet or telephone.
If you sign and submit your proxy card without
specifying how you would like your shares voted, your shares will be voted in accordance with the Board’s recommendations specified
above under “What are the Board’s voting recommendations?” and in accordance with the discretion of the proxy holders
with respect to any other matters that may be voted upon at the Special Meeting.
If I plan to attend the Special Meeting, should
I still vote by proxy?
Yes. Voting in advance does not affect your right
to attend the Special Meeting. If you send in your proxy card and also attend the Special Meeting via the live webcast, you do not need
to vote again at the Special Meeting unless you want to change your vote.
How are proxy card votes counted?
If the proxy card is properly signed and returned
to us, and not subsequently revoked, it will be voted as directed by you. Unless contrary instructions are given, the persons designated
as proxy holders on the proxy card will vote: “FOR” the Reverse Stock Splits Proposal, “FOR” the Exchange Cap
Proposal, “FOR” the WhiteHawk Proposal, “FOR” the Adjournment Proposal, “FOR” the Authorized Share
Increase Proposal, “FOR” the J.J. Astor Proposal, “FOR” the 2026 Plan Proposal, and “FOR” the Name
Change Proposal; and as recommended by our Board with regard to any other matters that may properly come before the Special Meeting,
or, if no such recommendation is given, in their own discretion.
May I revoke my vote after I return my proxy
card?
Yes. You may revoke a previously granted proxy
and change your vote at any time before the taking of the vote at the Special Meeting by (i) filing with our Secretary a written notice
of revocation or a duly executed proxy bearing a later date or (ii) voting during the Special Meeting.
Who pays the costs of soliciting proxies?
The Company will pay the entire cost of soliciting
proxies for the Special Meeting. For a description of the methods of solicitation and the expenses to be borne by the Company, see “Solicitation
of Proxies” below.
You should rely only on the information provided
in this Proxy Statement. We have not authorized anyone to provide you with different or additional information. You should not assume
that the information in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement or, where information
relates to another date set forth in this Proxy Statement, then as of that date.
5
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of September
17, 2026, the Record Date, information regarding beneficial ownership of our capital stock by:
●
each person, or group of affiliated persons, who is known by us to beneficially
own more than 5% of our Class A Common Stock;
●
each of our named executive officers;
●
each of our directors; and
●
all of our executive officers and directors as a group.
The percentage ownership information shown in the table is based upon 844,544 shares of Class A Common Stock outstanding as of September
17, 2026, the Record Date. The percentage ownership information shown in the table excludes (i) 10,537 shares of Class A Common Stock
to be issued upon exercise of the outstanding WhiteHawk Warrant, (ii) up to an aggregate of 31,725,940 shares of Class A Common Stock
issuable upon conversion of the Series D Preferred Stock (assuming conversion at the Adjusted Floor Price as of August 31, 2026) and upon
issuance under the Equity Purchase Agreement and the Inventory Finance Agreement, and (iii) shares of Class A Common Stock issuable upon
conversion of the 106,250 shares of Series E Preferred Stock issued on September 30, 2026, after the Record Date. The Company’s
Registration Statement on Form S-1 registers 47,112,385 shares of Class A Common Stock for resale, which includes 200% of the shares currently
issuable upon conversion of the Series D Preferred Stock, as required by the Registration Rights Agreement, 15,243,507 shares issued or
issuable under the Equity Purchase Agreement and 1,430,568 shares issued or issuable to J.J. Astor under the Inventory Finance Agreement,
including 167,290 shares previously issued to J.J. Astor that are included in the shares outstanding. The Series E Preferred Stock issued
to J.J. Astor may be converted into shares of Class A Common Stock either upon conversion or redemption of all shares of Series D Preferred
Stock or, if earlier, the date on which both (i) a registration statement covering the resale of all shares issuable upon conversion of the Series
D Preferred Stock has been declared effective and (ii) the Required Stockholder Approvals (as defined under ‘Description of Transaction
Documents—Securities Purchase Agreement’) have been obtained.
Beneficial ownership is determined according
to the rules of the U.S. Securities and Exchange Commission (the “SEC”) and generally means that a holder has beneficial
ownership of a security if such holder possesses sole or shared voting or investment power of that security, including securities that
are exercisable for shares of Common Stock within sixty (60) days of the Record Date. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the holders named in the table below have sole voting and investment power with
respect to all shares of Common Stock shown that they beneficially own, subject to community property laws where applicable.
For purposes of computing the percentage of outstanding
shares of our Class A Common Stock held by each holder or group of holders named above, any shares of Common Stock that such holder or
holders has the right to acquire within sixty (60) days of the Record Date is deemed to be outstanding, but is not deemed to be outstanding
for the purpose of computing the percentage ownership of any other holder. The inclusion herein of any shares of Common Stock listed
as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise identified, the address of each beneficial
owner listed in the table is c/o Boxlight Corporation, 2750 Premiere Parkway, Ste. 900, Duluth, Georgia 30097.
Name of Beneficial Owner
Number of
Shares
% of
Common  Stock
Outstanding
Named Executive Officers:
Henry Nance
221
*
Shaun Marklew
137
*
Jennifer Grabow
-
-
Directors
Michael Pope
(1)
168,822
19.99
%
Carine Clark
-
-
Tiffany Kuo
430
*
Mark Elliott
393
*
Peter Fittin
-
-
All Directors and Executive Officers as a group (eight individuals)
170,003
20.13
%
5% Stockholders:
J.J. Astor & Co.
(1)
167,290
19.81
%
*
Less than 1.0%
(1)
Consists of (i) 1,532 shares of common stock directly held by Mr. Pope and (ii) 167,290 shares of
common stock held by J.J. Astor & Co., a corporation affiliated with Mr. Pope. Mr. Pope is the Chief Executive Officer of J.J.
Astor & Co., which is beneficially owned, directly or indirectly, by a private investment fund affiliated with Mr. Pope, and Mr.
Pope may be deemed to share voting and investment power over the shares held by J.J. Astor & Co. Excludes (a) shares of Class A
Common Stock issuable upon conversion of amounts outstanding under the Inventory Finance Agreement, which are subject to the 19.99%
limitations described under “Proposal Six: The J.J. Astor Proposal,” and (b) 106,250 shares of Series E Preferred Stock
held by J.J. Astor & Co., issued on September 30, 2026, after the Record Date, which are not convertible within sixty (60) days
of the Record Date as a result of the conversion limitation under the Revised Series D Consent and the Series E Certificate of
Designation (once convertible, they are subject to the 19.99% beneficial ownership limitation or from and after the date the Company
obtains the Series E Required Stockholder Approvals, such other percentage as such holder may specify by written notice to the
Company, as set forth in the Series E Certificate of Designation,). The address of J.J. Astor & Co. is 26 S Rio Grande St #2072,
Salt Lake City, Utah 84101.
6
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains “forward-looking
statements” within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”). These forward-looking statements, including as they relate to Proposal 1, Proposal 2, Proposal 3, Proposal
4, Proposal 5, Proposal 6, Proposal 7 and Proposal 8 include, without limitation: statements regarding new products or services; statements
concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our
business, financial and operating results and future economic performance; statements of our management’s goals and objectives;
statements concerning our competitive environment, availability of resources and regulation; trends affecting our financial condition,
results of operations or future prospects; our financing plans or growth strategies; statements of the timing of the Reverse Stock Splits
or the Issuance; statements of the potential consummation of the Reverse Stock Splits or the Issuance; and other similar expressions
concerning matters that are not historical facts. Words such as “may”, “will”, “should”, “could”,
“would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”,
“future”, “intends”, “plans”, “believes” and “estimates,” and variations
of such terms or similar expressions, are intended to identify such forward-looking statements.
Forward-looking statements should not be read
as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance
or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or our
management’s good faith belief as of that time with respect to future events. Our actual results may differ materially from those
expressed in, or implied by, the forward-looking statements due to a number of factors, including risks discussed in documents that we
file with the SEC.
Forward-looking statements speak only as of the
date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking
statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except
to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn
that we will make additional updates with respect to those or other forward-looking statements. You should review our subsequent reports
filed with the SEC described in the section of this Proxy Statement entitled “Where You Can Find More Information,” all of
which are accessible on the SEC’s website at www.sec.gov.
7
DESCRIPTION OF TRANSACTION DOCUMENTS
Overview
On August 5, 2026, the Company entered into a series of agreements
with certain accredited investors (collectively, the “Purchasers”) to raise capital through the private placement of newly
designated Series D Convertible Preferred Stock and the establishment of an equity line of credit facility. The transactions were consummated
in order to provide the Company with the capital necessary to fund its operations, service its existing debt obligations, and regain compliance
with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. As previously disclosed, the
Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule
5550(b)(1), which requires listed companies to maintain a minimum of $2.5 million in stockholders’ equity. In addition, as of June
30, 2026, the Company was not in compliance with its financial covenants under its WhiteHawk Credit Agreement, including the borrowing
base and Minimum Consolidated Adjusted EBITDA covenants. The Company used a portion of the net proceeds from the initial tranche of the
private placement to repay approximately $2.25 million of principal and approximately $0.14 million of prepayment penalty under the WhiteHawk
Credit Agreement and to regain compliance with Nasdaq’s minimum stockholders’ equity requirement. On September 30, 2026, the
Company also issued and sold shares of newly designated Series E Convertible Preferred Stock to J.J. Astor & Co. in a separate private
placement, as described below under “Series E Transaction.”
The transactions are described in more
detail in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on
August 11, 2026. In connection with the transactions, the Company entered into the following agreements (collectively, the “Transaction
Documents”): the Securities Purchase Agreement, dated August 5, 2026; the Certificate of Designation of Preferences, Rights and
Limitations of Series D Convertible Preferred Stock; the Registration Rights Agreement, dated August 5, 2026; the Form of Lock-Up Agreement;
the Form of Irrevocable Transfer Agent Instructions; the Equity Purchase Agreement, dated August 5, 2026; the Form of Pre-Funded Warrant
to Purchase Class A Common Stock; and the Placement Agent Agreement, dated August 5, 2026.
Securities Purchase Agreement
The Securities Purchase Agreement,
dated August 5, 2026, is by and among the Company and the Purchasers, pursuant to which the Company agreed to issue and sell an aggregate
of 937,500 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $0.0001 per share (the “Preferred
Stock”), at a purchase price of $8.00 per share, with a stated value of $10.00 per share, reflecting a 20% original issue discount
(“OID”). The aggregate subscription amount under the Securities Purchase Agreement is $7,500,000, representing an aggregate
stated value of $9,375,000.
The subscription amount is payable
by the Purchasers in two tranches. Tranche 1 consists of $5,500,000 (687,500 shares of Preferred Stock), payable on or prior to the closing
date. Tranche 2 consists of $2,000,000 (250,000 shares of Preferred Stock), payable upon effectiveness of the resale registration statement,
subject to the satisfaction of certain conditions, including the Company’s obtaining the Required Stockholder Approvals (as described
below), the Company remaining current in its SEC reporting obligations, and the Company being in compliance with, or having submitted
a plan to regain compliance with, all applicable Nasdaq continued listing requirements.
The Securities Purchase Agreement defines the “Required Stockholder Approvals” as the following stockholder approvals, each
of which is a condition precedent to the Purchasers’ obligation to fund Tranche 2: (i) approval to permit the issuance of shares
of Class A Common Stock upon conversion of the Series D Preferred Stock and pursuant to the ELOC in excess of 19.99% of the outstanding
Class A Common Stock as of the closing date, as required by Nasdaq Listing Rule 5635(d); (ii) approval to increase the number of authorized
shares of Class A Common Stock as and when needed to satisfy the Company’s obligations under the Transaction Documents; (iii) approval
to authorize one or more reverse stock splits of the Class A Common Stock at a ratio of up to one share of Common Stock for 1,000 outstanding
shares of Common Stock, as and when determined by the Board of Directors; and (iv) approval as required under the Warrant Agreement, dated
as of December 31, 2021, by and between the Company and WhiteHawk Finance LLC (as amended), for the sale or issuance of Class A Common
Stock at a price per share below the exercise price then in effect thereunder.
Net proceeds from the transactions
must be used for general corporate purposes and working capital and may not be used to repay indebtedness (other than as contemplated
by the Transaction Documents), redeem equity securities, settle litigation, or be used in violation of applicable anti-corruption or
economic sanctions laws. The Securities Purchase Agreement also contains customary representations and warranties by the Company and
the Purchasers, a most-favored-nation provision with respect to subsequent more-favorable financings, and transfer restrictions on the
securities. The Securities Purchase Agreement is governed by Nevada law and provides for arbitration administered by RapidRuling in New
York, New York, with each party waiving its right to a jury trial.
8
Certificate of Designation of Preferences,
Rights and Limitations of Series D Convertible Preferred Stock
On August 6, 2026, the Company filed
the Certificate of Designation with the Secretary of State of the State of Nevada, establishing up to 937,500 shares of Series D Convertible
Preferred Stock. The Certificate of Designation was adopted by resolution of the Board of Directors on July 23, 2026, pursuant to the
authority granted to the Board under the Company’s Articles of Incorporation and Nevada Revised Statute 78.1955. The Series D Preferred
Stock has a stated value and liquidation value of $10.00 per share and was issued at a purchase price of $8.00 per share, reflecting a
20% original issue discount. The Series D Preferred Stock ranks senior to the Series E Preferred Stock, the Company’s Class A Common
Stock, par value $0.0001 per share (the “Class A Common Stock”), and the Company’s Class B non-voting common stock with
respect to distributions upon liquidation, dissolution, or winding up of the Company. The Series D Preferred Stock is non-voting, except
with respect to any proposed amendment that would adversely alter or change any preference or right given to the Series D Preferred Stock,
in which event the Series D Preferred Stock may vote as a separate class.
The Series D Preferred Stock does not
accrue dividends in the ordinary course. Upon the occurrence of a “Dividend Trigger Event” - defined as the earlier of (i)
an Event of Default (as defined below) or (ii) the Class A Common Stock trading below the applicable floor price for five consecutive
trading days - a cumulative default dividend at a rate of 20% per annum accrues on the stated value of the outstanding Series D Preferred
Stock (the “Default Dividend”), payable monthly, solely in kind, by adding the accrued amount to and thereby increasing the
stated value. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, after payment in full of all amounts
owed to holders of Senior Securities (as defined in the Certificate of Designation) and pari passu with holders of Pari Passu Securities
(as defined in the Certificate of Designation), and before any distribution to holders of Class A Common Stock or Junior Securities (as
defined in the Certificate of Designation), holders of the Series D Preferred Stock are entitled to receive an amount equal to the number
of shares of Preferred Stock held multiplied by $10.00 (the stated value), with ratable sharing among holders if the Company’s assets
are insufficient. As a result of the Certificate of Amendment described below, the liquidation preference is no longer triggered by a
merger, a sale of substantially all assets or a sale of stock.
The Series D Preferred Stock is convertible
at any time after the Initial Issuance Date, at the option of the holder, into shares of Class A Common Stock at a conversion price per
share equal to the greater of (a) the Adjusted Floor Price then in effect (initially $0.6160 per share, subject to semi-annual adjustment
as described below) and (b) 80% of the lowest closing price of the Class A Common Stock on the Nasdaq Capital Market during the five consecutive
trading days ending on and including the trading day immediately prior to the applicable conversion date (i.e., a 20% discount to such
lowest closing price). Each share of Preferred Stock is convertible into a number of shares of Class A Common Stock determined by dividing
the stated value ($10.00) by the applicable conversion price. The initial floor price is $0.6160 per share, equal to 20% of the Minimum
Price (as defined in Nasdaq Listing Rule 5635(d)) on the trading day immediately prior to the Initial Issuance Date. The Adjusted Floor
Price is reset on each six-month anniversary of the Initial Issuance Date to the lower of (A) the floor price then in effect and (B) 20%
of the lower of (x) the Nasdaq closing price on the trading day ended immediately prior to the adjustment date and (y) the average closing
price over the five trading days ending on such date. In addition, if the Company issues Class A Common Stock or convertible securities
at a price below the floor price then in effect (after the date that is six months following the registration date, so long as at least
10% of the Series D Preferred Stock remains outstanding by stated value), the floor price will automatically reset to such lower price.
If the Class A Common Stock ceases to be listed on a national securities exchange and trades on the OTC Markets, the floor price ceases
to apply. Conversions are subject to a 4.99% beneficial ownership limitation, which may not be waived and applies to any successor holder
of the Series D Preferred Stock.
Absent the Required Stockholder Approvals,
conversions are subject to an exchange cap of 19.99% of the outstanding shares of Class A Common Stock as of the closing date (the “Exchange
Cap”), in accordance with Nasdaq Listing Rule 5635(d). If the aggregate number of conversion shares would equal or exceed 20% of
the outstanding Class A Common Stock, the Company must call a special stockholder meeting within 20 days of the Initial Issuance Date
(and every 20 days thereafter until approval is obtained) to obtain the Required Stockholder Approvals. The Company did not call the Special Meeting within the time periods specified in the Certificate of Designation and has not obtained a written waiver
with respect to the timing of the Special Meeting; however, as of the date of this Proxy Statement, no holder of Series D Preferred Stock
has notified the Company that it considers such timing to be an Event of Default. The Company is also required to
maintain a share reserve with its transfer agent equal to not less than 300% of the shares of Class A Common Stock issuable upon full
conversion of the outstanding Preferred Stock at the applicable floor price then in effect, and if the number of authorized but unissued
shares is insufficient, the Company must take such corporate action as may be necessary to increase its authorized shares, including engaging
in best efforts to obtain the requisite stockholder approval.
9
Events of default under the Certificate
of Designation include delivery failures or failure to remove restrictive legends for two trading days, failure to pay the Default Dividend
for three trading days, material breach of any representation, warranty, covenant, or other term of the Certificate of Designation or
any other Transaction Document, delisting or suspension of trading of the Class A Common Stock for more than one trading day, failure
to remain current in SEC reporting obligations, failure to maintain the share reserve or DTC eligibility, inability of a holder to rely
on an effective registration statement covering the resale of conversion shares, and bankruptcy or insolvency proceedings (with a 30-day
cure period for involuntary proceedings). Upon an Event of Default, the stated value of each outstanding share of Preferred Stock automatically
increases by 20% (the “Default Premium”), in addition to the Default Dividend and any other remedies available to the holders.
The Certificate of Designation also requires the approval of holders of a majority of the outstanding Series D Preferred Stock for amendments
that alter the rights or preferences of the Series D Preferred Stock, issuance of additional Series D shares, and Variable Rate Transactions
other than the ELOC.
Certificate of Amendment to Series
D Certificate of Designation and First Amendment to Securities Purchase Agreement
On September 30, 2026, the Company
filed a Certificate of Amendment to the Certificate of Designation (the “Certificate of Amendment”) with the Secretary of
State of the State of Nevada pursuant to Nevada Revised Statute 78.1955, effective upon filing. The Certificate of Amendment was adopted
with the approval of the Board of Directors and the approval of the holders of a majority of the outstanding shares of Series D Preferred
Stock. The Certificate of Amendment amended and restated Section 4 (Liquidation) of the Certificate of Designation as described above
and added a new Section 15(d), which provides that the Company may not, without the prior approval of the holders of a majority of the
outstanding shares of Series D Preferred Stock, consummate or enter into any agreement providing for any transaction in which (i) the
Company merges or consolidates with or into another entity; (ii) the Company or any subsidiary sells, leases, licenses or otherwise disposes
of all or substantially all of its assets; (iii) any tender offer or exchange offer is made and accepted by holders of more than 50% of
the outstanding shares of Class A Common Stock or more than 50% of the voting power of all then-outstanding securities; (iv) any reclassification,
reorganization or recapitalization of the Class A Common Stock or any compulsory share exchange occurs; or (v) any stock purchase agreement
or other business combination results in any person or group acquiring more than 50% of the outstanding shares of Class A Common Stock
or more than 50% of the voting power. These amendments may affect the rights of holders of Class A Common Stock by, among other things,
modifying the terms under which distributions are made to preferred and common stockholders upon a liquidation event and imposing additional
protective provisions that may limit certain fundamental transactions without the approval of the holders of the Series D Preferred Stock.
Also on September 30, 2026, the Company and each of the Purchasers entered into a First Amendment to Securities Purchase Agreement, governed
by the laws of the State of New York, pursuant to which the parties amended the Securities Purchase Agreement to, among other things,
incorporate the Certificate of Amendment.
Equity Purchase Agreement (Equity
Line of Credit)
Concurrently with the closing, the
Company entered into an Equity Purchase Agreement, dated August 5, 2026 (the “Equity Purchase Agreement” or “ELOC”),
with an investor identified on the signature page thereto (the “Investor”), establishing an equity line facility under which
the Company may sell to the Investor up to $15,000,000 (the “Maximum Commitment Amount”) of shares of Class A Common Stock
over a 36-month commitment period. Under the ELOC, the Company may direct the Investor to purchase shares of Class A Common Stock (“Put
Shares”) through “Regular Puts” and “Intraday Puts” at a purchase price equal to 95% of the applicable
market price, subject to volume-based limitations. The Maximum Regular Put Amount is the lesser of (a) 100% of the five-day average daily
trading volume, (b) 30% of daily trading volume on the put date, or (c) $500,000 divided by the closing price, in each case as may be
waived by the Investor. The Maximum Intraday Put Amount is 4.99% of the outstanding shares of Class A Common Stock on the applicable
date, as may be waived by the Investor. The aggregate number of shares issuable under the ELOC is subject to an exchange cap of 19.99%
of the outstanding Class A Common Stock as of the execution date, absent applicable stockholder approval. The Investor may not acquire
shares that would result in the Investor beneficially owning in excess of 4.99% of the outstanding Class A Common Stock, subject to adjustment
up to 9.99% upon 61 calendar days’ prior notice.
The Company agreed to pay a commitment
fee of $150,000, payable in shares of Class A Common Stock (“Commitment Shares”) or, at the Investor’s election, in
pre-funded warrants exercisable at $0.0001 per share. The commitment fee is fully earned as of the execution date, with a “True-Up”
mechanism requiring the issuance of additional shares (“True-Up Commitment Shares”) if the share price declines as of the
earlier of Rule 144 eligibility or effectiveness of the resale registration statement. The Company is subject to standstill periods restricting
certain issuances around put notices and, during the term of the ELOC, may not enter into any other equity line of credit or similar
arrangement, or engage in Variable Rate Transactions other than under the ELOC, without the Investor’s consent. The ELOC terminates
automatically at the end of the 36-month commitment period or upon purchase of the full Maximum Commitment Amount, and the Investor may
terminate upon the occurrence of certain bankruptcy events or a final delisting of the Class A Common Stock.
10
Registration Rights Agreement
In connection with the Securities
Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement, dated August 5, 2026, pursuant to
which the Company agreed to file an initial resale registration statement (on Form S-1 or Form S-3, as applicable) covering the
“Registrable Securities” within 30 calendar days of the closing date, and to use its best efforts to have the
registration statement declared effective within 60 calendar days of the closing date (or such shorter period following SEC staff
clearance). The Registrable Securities include 200% of the shares of Class A Common Stock issuable upon conversion of the Series D
Preferred Stock (assuming conversion at the applicable floor price), plus all shares of Class A Common Stock issued or issuable
under the Equity Purchase Agreement. Upon certain registration failures - including untimely filing, failure of the registration
statement to become effective, prolonged unavailability of the prospectus, or failure to maintain Rule 144 public information
requirements - the Company must pay liquidated damages equal to 5% of the aggregate subscription amount per affected holder, payable
upon the occurrence of such event and every 30 days thereafter until cured, plus interest at 18% per annum on late payments. The
Company filed the initial resale registration statement on Form S-1 on September 22, 2026, after the filing deadline under the
Registration Rights Agreement, and the registration statement had not been declared effective as of the date of this Proxy
Statement, which is after the effectiveness deadline. The Company has not obtained a written waiver with respect to these deadlines;
however, as of the date of this Proxy Statement, no Purchaser has demanded payment of liquidated damages. The Company bears all
registration expenses and has agreed to customary indemnification provisions for both parties. Amendments require the consent of
holders of at least 50.1% of the outstanding Registrable Securities. The Registration Rights Agreement is governed by Nevada
law.
Lock-Up Agreements
In connection with the Securities
Purchase Agreement, the Company’s directors, executive officers, and certain stockholders entered into Lock-Up Agreements, dated
August 5, 2026, pursuant to which each such person agreed not to offer, sell, contract to sell, pledge, or otherwise transfer or dispose
of shares of Class A Common Stock or other securities convertible into or exercisable for Class A Common Stock beneficially owned by
such person, for a period of 180 calendar days following the closing date. The lock-up restrictions are subject to customary exceptions,
including transfers as bona fide gifts, to affiliates or family trusts, by operation of law, pursuant to a Rule 10b5-1 trading plan established
after the lock-up period, or in connection with a change of control transaction approved by the Board of Directors. The Lock-Up Agreements
are governed by Nevada law and provide for arbitration administered by RapidRuling in New York, New York.
Irrevocable Transfer Agent Instructions
The Company delivered irrevocable
instructions to VStock Transfer, LLC (the “Transfer Agent”), directing the Transfer Agent to, among other things, issue the
Commitment Shares under the Equity Purchase Agreement at closing, issue True-Up Commitment Shares upon notice from the Investor, maintain
a share reserve of not less than 300% of the shares of Class A Common Stock issuable upon full conversion of the outstanding Preferred
Stock and not less than 100% of the maximum shares issuable as Put Shares and Commitment Shares under the ELOC, issue securities within
one trading day of receipt of an issuance notice without further Company consent, deliver shares electronically via DWAC where legend-removal
conditions are met, and remove restrictive legends upon effectiveness of a registration statement, Rule 144 eligibility, or other exempt
transfer, subject to customary opinion-of-counsel requirements. The Transfer Agent Instructions are irrevocable, constitute an inducement
to the Purchasers, and provide that the Purchasers are express third-party beneficiaries thereof. The Company has agreed to indemnify
the Transfer Agent in connection with the instructions.
Form of Pre-Funded Warrant
In connection with the Equity Purchase
Agreement, the Company approved a Form of Pre-Funded Warrant to purchase shares of Class A Common Stock, which the Investor may elect
to receive in lieu of Commitment Shares (including True-Up Commitment Shares) under the ELOC. The Pre-Funded Warrants are exercisable
at a nominal exercise price of $0.0001 per share, at any time until exercised in full, with no fixed expiration date, and permit cashless
exercise. The Pre-Funded Warrants are subject to a 4.99% beneficial ownership limitation, which may be increased by the holder up to
9.99% upon 61 calendar days’ prior written notice to the Company. The Pre-Funded Warrants are governed by Nevada law and provide
for arbitration administered by RapidRuling in New York, New York.
11
Placement Agent Agreement
In connection with the private placement, the
Company entered into a Placement Agent Agreement, dated August 5, 2026, with RBW Capital Partners LLC and Dawson James Securities, Inc.
(collectively, the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s exclusive
placement agent on a “best efforts” basis in connection with the offering of the Series D Preferred Stock. The Placement Agent
Agreement does not obligate the Placement Agent to purchase any of the securities. As compensation, the Company agreed to pay a cash fee
equal to 7.0% of the aggregate gross proceeds received by the Company in the private placement (excluding proceeds under the Equity Purchase
Agreement) and a cash fee equal to 2.0% of the aggregate gross proceeds received under the Equity Purchase Agreement as amounts are drawn
down thereunder. The Company also agreed to reimburse the Placement Agent for reasonable out-of-pocket expenses, including legal fees,
in an aggregate amount not to exceed $100,000. The Placement Agent is entitled to compensation with respect to any financing consummated
within eighteen months after the closing, expiration, or termination of the Placement Agent Agreement, to the extent such financing is
provided by investors introduced by the Placement Agent.
Series E Transaction
On September 30, 2026, the Company entered into the Series E Securities Purchase Agreement with J.J. Astor & Co., a Utah corporation
(“J.J. Astor”), pursuant to which the Company issued and sold 106,250 shares of Series E Preferred Stock, par value $0.0001
per share, each having a stated value of $10.00 (the “Series E Stated Value”), at a purchase price of $8.00 per share, for
an aggregate subscription amount of $850,000, representing an aggregate Series E Stated Value of $1,062,500 and reflecting a 20% original
issue discount. The Series E Preferred Stock was offered and sold in a private placement exempt from registration pursuant to Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. Net proceeds from the sale of the Series E Preferred Stock are expected
to be used for general corporate purposes, including working capital and potential acquisitions, but may not be used for (i) the repayment
of indebtedness (other than trade payables incurred in the ordinary course of business), (ii) the redemption of shares of common stock
or common stock equivalents, or (iii) the settlement of any pending or threatened litigation. The Series E Securities Purchase Agreement
contains customary representations, warranties and covenants, including covenants that, while the Series E Preferred Stock remains outstanding,
the Company will not, subject to certain exceptions (including Exempt Issuances, as defined therein), issue shares of Class A Common Stock
or common stock equivalents, incur indebtedness, or file registration statements (other than pursuant to the Series E Registration Rights
Agreement and on Form S-8), and will not enter into any Variable Rate Transaction (as defined therein) other than with respect to the
ELOC. In addition, the Company may not effect any reverse or forward stock split without the consent of the holders of a majority of the
outstanding shares of Series E Preferred Stock until the later of (x) 180 days after the Release Date (as defined therein) and (y) the
date on which no shares of Series E Preferred Stock remain outstanding, except for a reverse stock split of up to 1:500 or as required
to meet applicable listing standards. The Series E Securities Purchase Agreement also contains covenants regarding most-favored-nation
treatment, lock-up agreements, public information failure payments, legend removal liquidated damages and indemnification. In connection
with the Series E Securities Purchase Agreement, the Company and J.J. Astor also entered into a Registration Rights Agreement, dated September
30, 2026 (the “Series E Registration Rights Agreement”).
On September 30, 2026, the Company filed the Certificate
of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “Series E Certificate of Designation”)
with the Secretary of State of the State of Nevada, effective upon filing, designating up to 106,250 shares of Series E Preferred Stock.
The Series E Preferred Stock ranks senior to the Class A Common Stock, the Class B Common Stock and all other junior securities, pari
passu with parity securities, and junior to the Series D Preferred Stock and senior secured debt. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, after payment of Senior Securities and pari passu with Pari Passu Securities (each as defined
in the Series E Certificate of Designation), holders of Series E Preferred Stock are entitled to a liquidation preference of $10.00 per
share. The Series E Preferred Stock does not accrue regular dividends; cumulative default dividends of 20% per annum, payable in kind
by increasing the Series E Stated Value, accrue upon a Dividend Trigger Event, which means the earliest to occur of (i) an Event of Default
(as defined therein) and (ii) any date on which the Class A Common Stock trades below the floor price then in effect for a period of five
consecutive days. Holders of Series E Preferred Stock are entitled to vote together with the holders of Class A Common Stock as a single
class on an as-converted basis; however, unless and until the Company obtains the Series E Required Stockholder Approvals (as defined
below), no holder (together with its affiliates) may cast votes in excess of 19.99% of the voting power of the Company outstanding as
of September 30, 2026. A class vote of the Series E Preferred Stock is required for adverse amendments to the Series E Preferred Stock.
12
Subject to the conversion limitation agreed to by J.J. Astor in the Revised Series D Consent (as defined below), the Series E Preferred
Stock is convertible, at the option of the holder, into shares of Class A Common Stock following the conversion or redemption of all outstanding
shares of Series D Preferred Stock or, if earlier, the date on which both (i) a registration statement covering the resale of all shares
issuable upon conversion of the Series D Preferred Stock has been declared effective and (ii) the Required Stockholder Approvals (as defined
under ‘Description of Transaction Documents—Securities Purchase Agreement’) have been obtained. The conversion price is equal to
the greater of (a) the adjusted floor price then in effect (initially $0.95 per share, equal to 20% of the Minimum Price (as defined in
Nasdaq Listing Rule 5635(d)) on the trading day immediately prior to the initial issuance date) and (b) 80% of the lowest closing price
of the Class A Common Stock on the Nasdaq Capital Market during the five consecutive trading days ending on and including the trading
day immediately prior to the applicable conversion date. Each share of Series E Preferred Stock is convertible into a number of shares
of Class A Common Stock determined by dividing the Series E Stated Value by the conversion price then in effect. The floor price is reset
on each six-month anniversary of the initial issuance date to the lower of the floor price then in effect and 20% of the lower of the
closing price and the five-day average closing price of the Class A Common Stock, and is also reset to the price of certain subsequent
issuances below the floor price. If the Class A Common Stock ceases to be listed on a national securities exchange and trades on the OTC
Markets, the floor price ceases to apply. Conversions are subject to a 19.99% beneficial ownership limitation, which, following receipt
of the Series E Required Stockholder Approvals, may be changed by the holder upon written notice to the Company.
Unless and until the Company obtains the Series
E Required Stockholder Approvals, the Company may not issue, upon conversion of the Series E Preferred Stock, a number of shares of Class
A Common Stock exceeding 19.99% of the shares of Class A Common Stock outstanding as of September 30, 2026, the closing date under the
Series E Securities Purchase Agreement (the “Series E Exchange Cap”), as required by Nasdaq Listing Rule 5635(d). The Series
E Certificate of Designation requires the Company, no later than 180 days after the initial issuance date, to hold a meeting of stockholders
to approve (a) the transactions contemplated by the Series E Securities Purchase Agreement, (b) the issuance of shares of Class A Common
Stock upon conversion of the Series E Preferred Stock, for purposes of Nasdaq Listing Rules 5635(b), 5635(c) and 5635(d), at prices that
may be less than the Minimum Price and in excess of 19.99% of the outstanding shares of Class A Common Stock or voting power of the Company,
(c) the right of the holders to vote the Series E Preferred Stock and the underlying shares in excess of 19.99% of the voting power of
the Company outstanding as of September 30, 2026, and (d) an increase in the number of authorized shares of Class A Common Stock as needed
to satisfy the Company’s obligations (collectively, the “Series E Required Stockholder Approvals”). If the Series E
Required Stockholder Approvals are not obtained, the Company must call and hold additional stockholder meetings at least once every 30
days until they are obtained. The Company is also required to reserve shares of Class A Common Stock equal to 300% of the shares issuable
upon conversion in full of the Series E Preferred Stock at the floor price then in effect.
So long as any Series E Preferred Stock is outstanding,
the Company may not, without the consent of the holders of a majority of the outstanding Series E Preferred Stock, alter the rights, preferences
or privileges of the Series E Preferred Stock, issue additional shares of Series E Preferred Stock, or enter into any Variable Rate Transaction
other than the ELOC. Events of default under the Series E Certificate of Designation include, among others, delivery failure, failure
to pay dividends when due, material breach of the Series E Certificate of Designation or the transaction documents, delisting or suspension
of trading on the principal market, failure to remain current in SEC filings, failure to maintain adequate share reserves or DTC eligibility,
inability to use an effective resale registration statement, and bankruptcy or insolvency events. Upon an event of default, the stated
value of each outstanding share of Series E Preferred Stock is increased by a 20% default premium. The Series E Certificate of Designation
does not provide for a cash redemption right. Under the Series E Registration Rights Agreement, the Company agreed to file a resale registration
statement (or confidential submission thereof) covering the shares of Class A Common Stock issuable upon conversion of the Series E Preferred
Stock within 30 calendar days after the closing date and to cause such registration statement to become effective by the earlier of (i)
60 calendar days after the closing date and (ii) the second trading day after the Company receives notice from the SEC that such registration
statement will not be reviewed. If the Company fails to satisfy certain filing or effectiveness deadlines, it will be required to pay
liquidated damages equal to 5% of the subscription amount on each such event date and on each 30-day anniversary thereafter until cured,
with interest at 18% per annum on late payments. The Company is responsible for all registration expenses and agreed not to file any other
registration statements (other than amendments to previously filed registration statements) until all registrable securities have been
registered.
On October 9, 2026, the Company, the holders of a majority
of the outstanding shares of Series D Preferred Stock (the “Series D Majority Holders”) and J.J. Astor executed and delivered
a revised Consent, Waiver and Ratification, effective as of September 30, 2026 (the “Revised Series D Consent”), which replaces
in its entirety the Consent, Waiver and Ratification previously executed by the Series D Majority Holders. Under the Revised Series D
Consent, the Series D Majority Holders consented to the creation and issuance of the Series E Preferred Stock, the Series E Certificate
of Designation and the execution and delivery of the Series E transaction documents, and acknowledged that the Series E Preferred Stock
is the only series of the Company’s preferred stock with “as converted” voting rights. The Series D Majority Holders
waived the most-favored-nation provisions of the Securities Purchase Agreement only with respect to the voting rights provided for as
a term of the Series E Preferred Stock, did not waive any participation, equal-treatment or similar rights, and provided a limited waiver
of breaches, defaults and remedies arising from the Series E transaction, subject to specified carve-outs. The Revised Series D Consent
restricts the registration of the shares of Class A Common Stock issuable upon conversion of the Series E Preferred Stock. In addition,
J.J. Astor, as the holder of the Series E Preferred Stock, agreed that, notwithstanding the Series E Certificate of Designation, the
Series E Preferred Stock may not be converted until the earlier of (i) such time as no shares of Series D Preferred Stock remain outstanding
and (ii) the date on which a registration statement covering the resale of all shares of Class A Common Stock issuable upon conversion
of the Series D Preferred Stock has been declared effective and the Required Stockholder Approvals have been obtained. The Series D Majority
Holders reserved their rights, and the Revised Series D Consent includes provisions protecting J.J. Astor. Michael Pope, the Executive
Chairman of the Board, is the Chief Executive Officer of J.J. Astor and executed the Revised Series D Consent on behalf of J.J. Astor.
Capitalized terms used in this paragraph and not otherwise defined in this Proxy Statement have the meanings given to them in the Revised
Series D Consent.
13
PROPOSAL ONE
TO APPROVE REVERSE STOCK SPLITS OF THE COMMON
STOCK
Summary
The Board has approved one or more amendments
to our Articles of Incorporation to combine the outstanding shares of our Class A Common Stock into a lesser number of outstanding shares
in one or more reverse splits (each, a “Reverse Stock Split”, and together, the “Reverse Stock Splits”).
If approved by our stockholders, this proposal would grant the Board authority to amend the Articles of Incorporation to permit (but not
require) the Board to effect one or more reverse stock splits of all outstanding shares of Common Stock at a ratio of up to one share
of Common Stock for 1,000 outstanding shares of Common Stock, with the specific ratio to be fixed by the Board in its sole discretion
without further stockholder approval, at any time within three (3) years of the date the proposal is approved by stockholders. We believe
that enabling the Board to fix the specific ratio of the Reverse Stock Splits within the stated range will provide us with the flexibility
to implement such Reverse Stock Splits in a manner designed to maximize the anticipated benefits for our stockholders.
The exact ratio of the Reverse Stock Splits will
be set at a whole number at a ratio of up to 1,000-for-1, as determined by the Board in its sole discretion. The Board believes that
the availability of alternative reverse stock split ratios will provide it with the flexibility to implement the Reverse Stock Splits
in a manner designed to maximize the anticipated benefits for the Company and its stockholders. In determining how to implement the Reverse
Stock Splits, the Board may consider, among other things, factors such as:
●
the historical trading price and trading volume of shares of Common Stock;
●
the then prevailing trading price and trading volume of shares of Common Stock
and the anticipated impact of the Reverse Stock Splits on the trading market for shares of Common Stock;
●
our ability to have shares of Common Stock remain listed on the Nasdaq Capital
Market;
●
the number of shares of Common Stock needed to reserve for issuance upon exercise
and conversion of all outstanding warrants and other convertible securities;
●
the anticipated impact of the Reverse Stock Splits on our ability to raise additional
financing; and
●
prevailing general market and economic conditions.
Each Reverse Stock Split, if approved by our
stockholders, would become effective upon the filing of an amendment to our Articles of Incorporation with the Secretary of State of
Nevada, or at the later time set forth in such amendment. The timing of each amendment will be determined by the Board based on its evaluation
as to when such action will be the most advantageous to our Company and our stockholders.
The proposed form of amendment to our Articles
of Incorporation to effect each Reverse Stock Split is attached as
Appendix A
to this Proxy Statement. Any amendment to our Articles
of Incorporation to effect the Reverse Stock Splits will include the Reverse Stock Splits ratio fixed by the Board, within the range
approved by our stockholders.
Effective Date
Unless the Board determines otherwise, each Reverse
Stock Split will become effective, as of 5:00 p.m. Eastern Time on the date of filing of such Certificate of Amendment (the “Effective
Date”). Except as explained below with respect to fractional shares, the issued and outstanding shares of Common Stock immediately
prior to the Effective Date will automatically be converted, as of the Effective Date, into a lesser number of shares of Common Stock
calculated in accordance with a split at a ratio of up to 1,000-for-1, as selected by the Board and set forth in such Certificate of Amendment.
No fractional shares will be issued in connection with any Reverse Stock Split. Instead, each stockholder who would otherwise be entitled
to a fractional share will receive one whole share of Common Stock, as provided in the form of Certificate of Amendment attached as Appendix
A.
14
Purposes of the Reverse
Stock Splits
The Securities Purchase Agreement
and the Certificate of Designation (as described above) require the Company to obtain stockholder approval to authorize the Board of
Directors to effect one or more reverse stock splits of the Company’s issued and outstanding shares of Class A Common Stock at
a ratio of up to 1,000-for-1, as and when determined by the Board. This authorization is included as a component of the Required Stockholder
Approvals, and, accordingly, is a condition precedent to the Purchasers’ obligation to fund Tranche 2 of the Securities Purchase
Agreement.
A reverse stock split may be necessary
or advisable for several business reasons. First, the Company may need to increase the per-share trading price of the Class A Common
Stock to maintain compliance with Nasdaq’s minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2).
Second, a reverse stock split would reduce the number of outstanding shares of Class A Common Stock, thereby increasing the ratio of
authorized but unissued shares available to satisfy the Company’s share reserve obligations under the Certificate of Designation
(which requires a reserve equal to not less than 300% of the shares of Class A Common Stock issuable upon full conversion of all outstanding
Preferred Stock at the applicable floor price) and the issuance obligations under the ELOC. Third, the Board of Directors may determine
that a reverse stock split is necessary to attract institutional investors and improve the marketability of the Class A Common Stock,
as many institutional investors have internal policies that prohibit the purchase of stocks below certain per-share price thresholds.
Stockholders should also note that, under the Series E Securities Purchase Agreement, the Company may not effect
a reverse stock split at a ratio greater than 500-for-1 without the consent of the holders of a majority of the outstanding Series E Preferred
Stock (currently J.J. Astor, an affiliate of our Executive Chairman), except as required to meet applicable listing standards. Accordingly,
although this proposal would authorize ratios of up to 1,000-for-1, the Board may be unable to effect a reverse stock split above 500-for-1
without that consent. In addition, the Company has effected reverse stock splits with a cumulative ratio of 180-for-1 within the past
two years, and under Nasdaq rules, if a further reverse stock split causes the cumulative ratio over the prior two-year period to equal
or exceed 250-for-1, the Company would not be eligible for a compliance period to cure any subsequent bid price deficiency.
If stockholders do not approve this proposal,
the Company would lack the authority to effect a reverse stock split, even if the Board determines one is necessary to maintain compliance
with Nasdaq listing standards. This could result in the Company’s Class A Common Stock being delisted from the Nasdaq Capital Market,
which would constitute an Event of Default under the Certificate of Designation, triggering a 20% increase in the Stated Value of the
outstanding Preferred Stock (the “Default Premium”) and the accrual of a cumulative default dividend at a rate of 20% per
annum. In addition, a delisting would entitle the ELOC investor to terminate the Equity Purchase Agreement and would likely have a material
adverse effect on the liquidity and trading price of the Class A Common Stock.
Interests of Directors
and Executive Officers
Because conversion of the Series E Preferred Stock held by J.J. Astor is conditioned in part on approval of this
proposal, Michael Pope, our Executive Chairman and the Chief Executive Officer of J.J. Astor, has an interest in this proposal that is
not shared by all of our other stockholders. Except as described above, our directors and executive officers have no substantial interests,
directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our Common Stock
and equity awards granted to them under our equity incentive plans.
Vote required
If a quorum is represented at the Special Meeting,
this Proposal No. 1 will be approved if the number of votes cast for the proposal by holders of shares of Class A Common Stock present
in person or represented by proxy at the Special Meeting and entitled to vote thereon exceeds the number of votes cast against the proposal
by such holders. Because a bank, broker, dealer or other nominee may generally vote without instructions on this Proposal No. 1, we do
not expect any broker non-votes to result for this Proposal No. 1.
If a quorum is not represented at the Special
Meeting, this Proposal No. 1 cannot be approved at the Special Meeting.
Voting Recommendation
The Board unanimously
recommends a vote “FOR” Proposal 1.
THE BOARD RECOMMENDS A VOTE “FOR”
THE REVERSE STOCK SPLITS PROPOSAL.
15
PROPOSAL TWO
TO APPROVE THE ISSUANCE OF MORE THAN 19.99%
OF OUR OUTSTANDING SHARES OF CLASS A COMMON STOCK
PURSUANT TO NASDAQ LISTING RULES 5635(b), 5635(c)
AND 5635(d)
The Exchange Cap
Nasdaq Listing Rule 5635(d) requires
stockholder approval prior to the issuance of securities in connection with a transaction other than a public offering involving the sale,
issuance, or potential issuance of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more
of the common stock outstanding before the issuance at a price that is less than the “Minimum Price” (as defined under Nasdaq
rules). The Series D Preferred Stock is convertible into shares of Class A Common Stock at a conversion price equal to the greater of
(a) the Adjusted Floor Price then in effect (initially $0.6160 per share, subject to semi-annual reset) and (b) 80% of the lowest closing
price of the Class A Common Stock during the five preceding trading days, and the ELOC permits the Company to sell shares of Class A Common
Stock at 95% of the lowest daily volume-weighted average price of the Class A Common Stock during a three-Trading Day valuation period
(in the case of a Regular Put) or 95% of the lowest traded price of the Class A Common Stock during an intraday valuation period (in the
case of an Intraday Put). In each case, the effective issuance price may be below the Minimum Price. Absent stockholder approval, the
aggregate number of shares of Class A Common Stock issuable upon conversion of the Series D Preferred Stock and pursuant to the ELOC is
limited to 19.99% of the shares of Class A Common Stock outstanding as of the closing date of the Securities Purchase Agreement (the “Exchange
Cap”), as required by Nasdaq Listing Rule 5635(d). At the Company’s annual meeting of stockholders held on June 2, 2026, stockholders
approved, for purposes of Nasdaq Listing Rule 5635(d), the future issuance of shares of Class A Common Stock and securities convertible
into or exercisable for shares of Class A Common Stock equal to 20% or more of the outstanding Class A Common Stock in a non-public transaction
or series of transactions, subject to the limitations on the number of shares, aggregate dollar amount, discount to market and time frame
described in the proxy statement for that meeting. To the extent that approval does not cover issuances under the ELOC as executed, this
Proposal No. 2 also seeks approval of the issuance of shares of Class A Common Stock pursuant to the ELOC (including Put Shares, Commitment
Shares, True-Up Commitment Shares and shares issuable upon exercise of the Pre-Funded Warrants) in excess of the Exchange Cap, and ratification
of the transactions contemplated by the Securities Purchase Agreement, as required by Section 10 of the Certificate of Designation.
In addition, the Series E Preferred Stock is convertible into shares of Class A Common Stock at a conversion
price equal to the greater of (a) the adjusted floor price then in effect (initially $0.95 per share, subject to semi-annual reset) and
(b) 80% of the lowest closing price of the Class A Common Stock during the five preceding trading days, which may be below the Minimum
Price. Absent stockholder approval, the number of shares of Class A Common Stock issuable upon conversion of the Series E Preferred Stock
is limited by the Series E Exchange Cap to 19.99% of the shares of Class A Common Stock outstanding as of September 30, 2026. Accordingly,
this Proposal No. 2 also seeks approval of the issuance of shares of Class A Common Stock upon conversion of the Series E Preferred Stock
in excess of the Series E Exchange Cap, and ratification of the transactions contemplated by the Series E Securities Purchase Agreement,
as required by Section 10 of the Series E Certificate of Designation.
The maximum aggregate dollar amount of
shares of Class A Common Stock issuable pursuant to the ELOC for which approval is sought under this Proposal No. 2 is $15,000,000, plus
the $150,000 commitment fee payable in shares of Class A Common Stock or Pre-Funded Warrants; the purchase price of Put Shares will be
determined as described above; the Commitment Period under the ELOC ends 36 months after August 5, 2026; and the Company intends to use
the proceeds of sales under the ELOC for working capital, the service of its outstanding indebtedness and general corporate purposes.
Because the purchase price of Put Shares is based on the market price of the Class A Common Stock at the time of each put, the number
of shares of Class A Common Stock issuable pursuant to the ELOC cannot be determined at this time and will vary depending on the prices
at which the Company elects to sell shares to the Investor, if any.
16
The aggregate Series E Stated Value of the Series E Preferred Stock for which approval is sought under this Proposal No. 2 is $1,062,500
(106,250 shares of Series E Preferred Stock), which may be increased upon the accrual of default dividends or a default premium under
the Series E Certificate of Designation. At the initial floor price of $0.95 per share, the Series E Preferred Stock would be convertible
into approximately 1,118,421 shares of Class A Common Stock; however, because the floor price is subject to downward reset, the number
of shares of Class A Common Stock issuable upon conversion of the Series E Preferred Stock cannot be determined at this time and may be
substantially greater. If the Series E holder decides to increase their beneficial ownership threshold per Section 6(e) of the Series
E Certificate of Designation, because the conversion price is generally based on a discount to the trading price of the Class A Common
Stock, the voting power of the Series E Preferred Stock on an as-converted basis will increase as the trading price of the Class A Common
Stock declines, and the Series E Preferred Stock could represent a significant portion, or a majority, of the Company’s voting power.
The Exchange Cap significantly restricts the Company’s
ability to access the full economic benefit of the transaction. If stockholders do not approve this proposal, the holders of the Series
D Preferred Stock will be limited to converting only a fraction of their shares into Class A Common Stock, the Company will be unable
to sell shares of Class A Common Stock under the ELOC in excess of the Exchange Cap, and Tranche 2 of the Securities Purchase Agreement
($2,000,000) will remain unfunded because the removal of the Exchange Cap limitation is a condition precedent to the Purchasers’
obligation to fund Tranche 2. In addition, the Certificate of Designation provides that if the Series D Preferred Stock cannot be fully
converted due to the Exchange Cap, the Company must continue to call special meetings at least once every 20 days until the required approval
is obtained. Similarly, if stockholders do not approve this proposal, the holders of the Series E Preferred Stock will be limited to converting
their shares only up to the Series E Exchange Cap, and the Series E Certificate of Designation requires the Company to call and hold additional
stockholder meetings at least once every 30 days until the Series E Required Stockholder Approvals are obtained. The continued restriction
of the Exchange Cap and the Series E Exchange Cap would also limit the Company’s ability to raise additional capital to meet its
working capital needs, service its debt obligations, and maintain compliance with Nasdaq continued listing requirements.
Effect of Issuance of
Additional Securities
Each additional share of Common Stock that would
be issuable to the Purchasers, the Investor and J.J. Astor would have the same rights and privileges as each share of our currently outstanding
Common Stock. The issuance of shares of Common Stock to the Purchasers, the Investor and J.J. Astor will have a dilutive effect on the
existing stockholders, including the voting power and economic rights of the existing stockholders, and may result in a decline in our
stock price or greater price volatility. Further, any sales in the public market of our shares of Common Stock issuable to the Purchasers,
the Investor and J.J. Astor could adversely affect prevailing market prices of our shares of Common Stock.
Interest of Certain Persons in Matters to Be
Acted Upon
Michael Pope, the Executive Chairman of the Board,
is the Chief Executive Officer of J.J. Astor, the holder of the Series E Preferred Stock, and J.J. Astor is beneficially owned, directly
or indirectly, by a private investment fund affiliated with Mr. Pope. Accordingly, Mr. Pope has an interest in the Exchange Cap Proposal,
to the extent it relates to the Series E Preferred Stock, that is not shared by all of our other stockholders. In light of this relationship,
Mr. Pope disclosed his interest in the Series E transactions, recused himself from all deliberations and votes relating thereto, and
did not participate in the Board’s consideration or approval of such transactions. The Series E transactions were reviewed, considered
and unanimously approved by the disinterested members of the Board (Carine Clark, Peter Fittin, Tiffany Kuo and Mark Elliott) by unanimous
written consent effective September 30, 2026.
Nasdaq Marketplace Requirements
and the Necessity of Stockholder Approval
The Common Stock is currently listed on the Nasdaq
Capital Market and, as such, the Company is subject to the Nasdaq Rules. Nasdaq Rule 5635(d) requires the Company to obtain stockholder
approval prior to the issuance of shares of Common Stock in connection with certain non-public offerings involving the sale, issuance
or potential issuance by the Company of shares of Common Stock (and/or securities convertible into or exercisable for shares of Common
Stock) equal to 20% or more of the shares of Common Stock outstanding prior to such issuance where the price of the Common Stock to be
issued is below the “Minimum Price.” “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official
Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official
Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding
agreement. Shares of Common Stock issuable upon the exercise or conversion of warrants, options, debt instruments, preferred stock or
other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining
whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are not exercisable for a minimum
of six months and have an exercise price that exceeds market value. Nasdaq Rule 5635(b) requires stockholder approval prior to an issuance of securities that will result in a change
of control of the Company, which Nasdaq generally considers to occur when an investor or group of affiliated investors would own, or have
the right to acquire, 20% or more of the outstanding shares of common stock or voting power and such ownership or voting power would be
the largest position in the Company. Because J.J. Astor and Mr. Pope together beneficially owned approximately 19.99% of the outstanding
shares of Class A Common Stock as of the Record Date, issuances upon conversion of the Series E Preferred Stock, and the exercise of voting
rights by the holders of the Series E Preferred Stock, could result in such a change of control. Nasdaq Rule 5635(c) requires stockholder
approval of equity compensation arrangements with officers, directors, employees or consultants. Because J.J. Astor is affiliated with
our Executive Chairman, the issuance of shares of Class A Common Stock upon conversion of the Series E Preferred Stock at a discount to
market price could be viewed as such an arrangement, notwithstanding that such issuances arise under a financing transaction, and the
Company is seeking approval under Nasdaq Rule 5635(c) out of an abundance of caution.
17
The Company is therefore seeking stockholder approval
of the issuance of shares of Class A Common Stock upon conversion of the Series D Preferred Stock and the Series E Preferred Stock and
pursuant to the ELOC in an amount that would exceed 19.99% of the total outstanding shares and, with respect to the Series E Preferred Stock, approval of such issuance for purposes of Nasdaq Listing Rules
5635(b) and 5635(c) and of the right of the holders of the Series E Preferred Stock to vote such shares on an “as converted”
basis in excess of 19.99% of the voting power of the Company outstanding as of September 30, 2026, each as required by the Series E Certificate
of Designation.
Additional Information
This summary is intended to provide you with basic
information concerning the transactions described herein. The full text of the transaction documents relating to the Series D Preferred
Stock and the ELOC were filed as exhibits to our Current Report on Form 8-K filed with the SEC on August 11, 2026, the full text of the
Certificate of Amendment, the First Amendment to Securities Purchase Agreement, the Series E Certificate of Designation, the Series E
Securities Purchase Agreement and the Series E Registration Rights Agreement were filed as exhibits to our Current Report on Form 8-K
filed with the SEC on October 6, 2026, and the full text of the Revised Series D Consent was filed as Exhibit 10.4 to our Current Report
on Form 8-K/A filed with the SEC on October 13, 2026.
Vote required
If a quorum is represented at the Special Meeting,
this Proposal No. 2 will be approved if the number of votes cast for the proposal by holders of shares of Class A Common Stock present
in person or represented by proxy at the Special Meeting and entitled to vote thereon exceeds the number of votes cast against the proposal
by such holders. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
If a quorum is not represented at the Special
Meeting, Proposal No. 2 cannot be approved at the Special Meeting.
Voting Recommendation
The disinterested members
of the Board unanimously recommend a vote “FOR” Proposal 2.
THE BOARD RECOMMENDS A VOTE “FOR”
THE EXCHANGE CAP PROPOSAL.
18
PROPOSAL THREE: THE WHITEHAWK
PROPOSAL
TO APPROVE THE SALES OR ISSUANCES OF CLASS
A COMMON STOCK AT PRICES BELOW THE EXERCISE PRICE
UNDER THE WHITEHAWK WARRANT AGREEMENT
General
In connection with the Company’s
entry into its Credit Agreement, dated December 31, 2021, with WhiteHawk Finance LLC, as lender, and White Hawk Capital Partners, LP,
as collateral agent, the Company issued a warrant to WhiteHawk Finance LLC (the “WhiteHawk Warrant”) to purchase shares of
the Company’s Class A Common Stock. The WhiteHawk Warrant contains provisions that require the Company to obtain stockholder approval
prior to the sale or issuance of Class A Common Stock (or securities convertible into or exercisable for Class A Common Stock) at a price
per share below the exercise price then in effect under the WhiteHawk Warrant, currently $387.82 per share. Because the conversion price
of the Series D Preferred Stock (which may be as low as the Adjusted Floor Price of $0.6160 per share), the conversion price of the Series
E Preferred Stock (which may be as low as the floor price of $0.95 per share), the conversion price of amounts outstanding under the Inventory
Finance Agreement, and the purchase price of shares issuable under the ELOC (at 95% of the applicable market price) may each be below
the exercise price then in effect under the WhiteHawk Warrant, the Company is required to obtain stockholder approval to permit such issuances.
This approval is also enumerated as
one of the Required Stockholder Approvals under the Securities Purchase Agreement and, accordingly, is a condition precedent to the Purchasers’
obligation to fund Tranche 2 of the Securities Purchase Agreement ($2,000,000). If stockholders do not approve this proposal, the Company
would be unable to issue shares of Class A Common Stock upon conversion of the Series D Preferred Stock or under the ELOC at prices below
the exercise price under the WhiteHawk Warrant without violating the terms of the WhiteHawk Warrant Agreement. Such a violation could
trigger anti-dilution adjustments or other adverse consequences under the WhiteHawk Warrant Agreement and could constitute a breach of
the Company’s obligations under the Transaction Documents. In addition, the failure to obtain this approval would prevent the satisfaction
of the Tranche 2 funding conditions, depriving the Company of $2,000,000 in additional proceeds that are necessary to support the Company’s
working capital needs and general corporate purposes.
Interest of Certain Persons in Matters to
Be Acted Upon
Michael Pope, the Executive Chairman of the Board, is the Chief Executive Officer of J.J. Astor, the holder of
the Series E Preferred Stock and the lender under the Inventory Finance Agreement. Because approval of this proposal is required to permit
issuances of Class A Common Stock upon conversion of the Series E Preferred Stock and of amounts outstanding under the Inventory Finance
Agreement at prices below the exercise price then in effect under the WhiteHawk Warrant, Mr. Pope has an interest in this proposal that
is not shared by all of our other stockholders. Except as described above, no director or executive officer has any substantial interest,
direct or indirect, by security holdings or otherwise, in this Proposal that is not shared by all of our other stockholders.
Vote Required
If a quorum is represented at the Special Meeting,
this Proposal No. 3 will be approved if the number of votes cast for the proposal by holders of shares of Class A Common Stock present
in person or represented by proxy at the Special Meeting and entitled to vote thereon exceeds the number of votes cast against the proposal
by such holders. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
If a quorum is not represented at the Special
Meeting, Proposal No. 3 cannot be approved at the Special Meeting.
THE BOARD RECOMMENDS A VOTE “FOR”
THE WHITEHAWK PROPOSAL.
19
PROPOSAL FOUR: ADJOURNMENT
PROPOSAL
TO APPROVE ONE OR MORE ADJOURNMENTS OF THE
SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES
General
In addition to the Reverse Stock Splits Proposal,
the Exchange Cap Proposal, the WhiteHawk Proposal, the Authorized Share Increase Proposal, the J.J. Astor Proposal, the 2026 Plan Proposal,
and the Name Change Proposal, our stockholders are also being asked to approve one or more adjournments of the Special Meeting, if necessary
or appropriate, to solicit additional proxies in favor of any or all of such proposals, if there are insufficient votes at the time of
such adjournment to approve and adopt any or all such Proposals (the “Adjournment Proposal”). If the Adjournment Proposal
is approved, the Special Meeting could be successively adjourned to another date. In addition, the Board could postpone the Special Meeting
before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the Special Meeting is adjourned
for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at
any time prior to their exercise at the adjourned meeting.
Interest of Certain Persons in Matters to
Be Acted Upon
Mr. Pope has an interest in this proposal to the extent it relates to the other proposals in which he has an
interest, as described in this Proxy Statement. Except as described above, no director or executive officer has any substantial interest,
direct or indirect, by security holdings or otherwise, in this Proposal that is not shared by all of our other stockholders.
Vote Required
If a quorum is represented at the Special Meeting,
this Proposal No. 4 will be approved if the number of votes cast for the proposal by holders of shares of Class A Common Stock present
in person or represented by proxy at the Special Meeting and entitled to vote thereon exceeds the number of votes cast against the proposal
by such holders. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
If a quorum is not represented at the Special
Meeting, Proposal No. 4 cannot be approved at the Special Meeting.
OUR BOARD RECOMMENDS A VOTE “FOR”
ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE REVERSE STOCK
SPLITS PROPOSAL, THE EXCHANGE CAP PROPOSAL, THE WHITEHAWK PROPOSAL, THE AUTHORIZED SHARE INCREASE PROPOSAL, THE J.J. ASTOR PROPOSAL,
THE 2026 PLAN PROPOSAL, AND THE NAME CHANGE PROPOSAL IF THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL MEETING TO APPROVE AND ADOPT SUCH
PROPOSALS.
THE BOARD RECOMMENDS A VOTE “FOR”
THE ADJOURNMENT PROPOSAL.
20
PROPOSAL FIVE
TO APPROVE AN AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF CLASS
A COMMON STOCK
The Company’s Articles of Incorporation,
as amended to date, currently authorize 55,000,000 shares of Class A Common Stock, following the increase approved by stockholders at
the reconvened annual meeting held on July 23, 2026, and the filing of a Certificate of Amendment with the Nevada Secretary of State
on July 27, 2026. While the authorized share count was recently increased, the Company’s obligations under the Transaction Documents
may require a significantly higher number of authorized shares of Class A Common Stock than are currently available.
Specifically, the Certificate of Designation
requires the Company to maintain a share reserve with its transfer agent equal to not less than 300% of the shares of Class A Common Stock
issuable upon full conversion of all outstanding Series D Preferred Stock at the applicable floor price then in effect. Based on the initial
Adjusted Floor Price of $0.6160 per share and the maximum aggregate Stated Value of $9,375,000, the maximum conversion shares total approximately
15.2 million, requiring a reserve of approximately 45.7 million shares. Similarly, the Series E Certificate of Designation requires a
reserve equal to 300% of the shares issuable upon conversion of the Series E Preferred Stock at the floor price then in effect, or approximately
3.4 million shares based on the initial floor price of $0.95 per share. In addition, the ELOC facility of up to $15,000,000 could require
up to approximately 25.6 million additional shares, assuming a purchase price equal to 95% of $0.6160 per share, plus shares issuable
as Commitment Shares, True-Up Commitment Shares, and Pre-Funded Warrants. When combined with shares that are already issued and outstanding,
shares issuable under the Inventory Finance Agreement, shares reserved for issuance under outstanding warrants and options, and shares
reserved under the Company’s equity incentive plans, the total share requirements may substantially exceed the current 55,000,000
authorized shares. The Certificate of Designation further provides that if the number of authorized but unissued shares of Class A Common
Stock is insufficient to effect conversion of all outstanding Preferred Stock, the Company must take such corporate action as may be necessary
to increase its authorized shares, including engaging in best efforts to obtain the requisite stockholder approval.
The increase in authorized shares is also a condition precedent to
the Purchasers’ obligation to fund Tranche 2 of the Securities Purchase Agreement. If stockholders do not approve this proposal,
the Company may be unable to satisfy its share reserve obligations under the Certificate of Designation, which could trigger an Event
of Default and result in the imposition of the 20% Default Premium on the Stated Value of the outstanding Preferred Stock and the accrual
of a cumulative default dividend at a rate of 20% per annum. In addition, the Company would be unable to access the full capacity of
the ELOC, Tranche 2 would remain unfunded, and the Company’s ability to raise the capital necessary to sustain operations and service
its existing debt would be materially impaired.
Rights of Additional Authorized Shares
The authorization of additional shares of Class
A Common Stock will not, by itself, have any effect on the rights of present stockholders. Any such additional authorized shares of Common
Stock, if and when issued, would be part of the Company’s existing class of Common Stock and would have the same rights and privileges
as the shares of Common Stock currently outstanding.
Potential Adverse Effects of Amendment
Future issuances of Common Stock could have a
dilutive effect on the Company’s earnings per share, book value per share and the voting power and interest of current stockholders.
In addition, the availability of additional shares of Common Stock for issuance could, under certain circumstances, discourage or make
more difficult any efforts to obtain control of the Company or inhibit the removal of incumbent management. For example, the issuance
of the newly authorized shares of Common Stock could be used to deter or prevent a change of control through dilution of stock ownership
of persons seeking to take control or by rendering a transaction proposed by such persons more costly. However, the Board of Directors
is not aware of any third-party attempts to assume control of the Company and has not presented this Proposal No. 5 with the intent that
it be utilized as an anti-takeover device or to inhibit the removal of incumbent management.
21
Interests of Certain Persons in the Proposal
Certain of our officers and directors have an interest in the proposal
as a result of their ownership of shares of our Common Stock. In addition, the Series E Certificate of Designation requires the Company
to seek approval of an increase in its authorized shares of Class A Common Stock as needed to satisfy its obligations, and the increase
will facilitate issuances upon conversion of the Series E Preferred Stock and of amounts outstanding under the Inventory Finance Agreement.
Accordingly, Mr. Pope, as Chief Executive Officer of J.J. Astor, has an interest in this proposal that is different from, or in addition
to, those of our other stockholders. Except as described above, we do not believe that our officers or directors have interests in the
proposal that are different from or greater than those of any of our other stockholders.
Stock Incentive Plans
If the Board effects one or more reverse stock
splits pursuant to the Reverse Stock Splits Proposal, the number of shares of our Common Stock subject to our existing equity incentive
plans, as well as the number of shares subject to outstanding awards, shall be proportionately adjusted. The increase in authorized shares
will not, by itself, adjust the number of shares subject to such plans or awards.
Effectiveness of Amendment
If the proposed amendment is adopted, it will
become effective upon the filing of a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State
of Nevada, which the Company expects to file promptly after the Special Meeting. If the proposed amendment is not approved by the Company’s
stockholders, the number of authorized shares of Class A Common Stock will remain unchanged.
Required Vote
If a quorum is represented at the Special Meeting,
this Proposal No. 5 will be approved if the number of votes cast for the proposal by holders of shares of Class A Common Stock present
in person or represented by proxy at the Special Meeting and entitled to vote thereon exceeds the number of votes cast against the proposal
by such holders. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
Upon effectiveness, the Company’s total
authorized capital stock would consist of 500,000,000 shares of Class A Common Stock, 50,000,000 shares of Class B Common Stock, and
50,000,000 shares of Preferred Stock.
THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF CLASS A COMMON STOCK TO 500,000,000 SHARES.
22
PROPOSAL SIX: THE J.J.
ASTOR PROPOSAL
TO APPROVE THE ISSUANCE OF SHARES OF CLASS
A COMMON STOCK UPON CONVERSION OF AMOUNTS OUTSTANDING UNDER THE INVENTORY FINANCE AGREEMENT WITH J.J. ASTOR & CO.
General
On May 27, 2025, the Company entered into an Inventory
Finance Agreement with J.J. Astor & Co., a Utah corporation (“J.J. Astor”), which was amended and restated on November
3, 2025 and further amended on April 1, 2026 (as so amended, the “Inventory Finance Agreement”), to finance the Company’s
purchases of Interactive Flat Panel inventory from its primary contract manufacturer. The facility cap was increased from $6,000,000 to
$9,000,000 in November 2025 and to $10,000,000 in April 2026, and the facility is fully drawn. Advances are repayable within 90 days at
$1.0535 per $0.80 advanced, and unpaid amounts accrue interest at 19% per annum, compounded daily. The Inventory Finance Agreement has
a term through November 3, 2026, unless extended or earlier terminated. As of August 31, 2026, the Company owed approximately $2,700,000
under the Inventory Finance Agreement, including accrued interest and penalties.
J.J. Astor may convert amounts owed under the
Inventory Finance Agreement into shares of Class A Common Stock at a conversion price equal to 90% of the lowest 20-day VWAP preceding
a conversion notice. If J.J. Astor’s resale proceeds from previously converted shares fall short of the converted amount, the Company
must pay the shortfall in cash within five trading days or, at J.J. Astor’s election, in additional shares of Class A Common Stock
valued at the lowest 5-day VWAP (“Make Whole Shares”). In April 2026, $556,200 of the outstanding balance was converted into
100,000 shares of Class A Common Stock at a conversion price of $5.562 per share, and in August 2026, an additional $75,608.38 and $92,357.55
of outstanding obligations were converted into 30,290 and 37,000 shares of Class A Common Stock, respectively, at a conversion price
of $2.49615 per share.
Interest of Certain Persons in Matters to
Be Acted Upon
Michael Pope, the Executive Chairman of the Board,
is the Chief Executive Officer of J.J. Astor, and J.J. Astor is beneficially owned, directly or indirectly, by a private investment fund
affiliated with Mr. Pope. The Inventory Finance Agreement is therefore a related-party transaction, and Mr. Pope has a substantial interest
in the J.J. Astor Proposal that is not shared by all of our other stockholders.
Why the Company Needs Stockholder Approval
Because the conversion price under the Inventory Finance Agreement
may be less than the “minimum price” (as defined under Nasdaq rules), Nasdaq Listing Rule 5635(d) requires stockholder approval
prior to any issuance of shares of Class A Common Stock that, when aggregated with all other issuances under the Inventory Finance Agreement
and related agreements, would equal or exceed 19.99% of the outstanding shares of Class A Common Stock. In addition, because J.J. Astor
is an entity affiliated with our Executive Chairman, who is both an officer and a director of the Company, the Company is also seeking
approval under Nasdaq Listing Rule 5635(c) out of an abundance of caution, because issuances of Class A Common Stock at a discount to
market price to an affiliate of an officer and director could be viewed as equity compensation, notwithstanding that such issuances arise
under a financing arrangement. The Inventory Finance Agreement prohibits issuances upon conversion that would equal or exceed 19.99% of
the outstanding shares of Class A Common Stock absent stockholder approval, and, under the April 1, 2026 amendment, the Company agreed
to seek stockholder approval for any issuance exceeding 19.99% of the outstanding Class A Common Stock in accordance with Nasdaq rules.
Further, because J.J. Astor and Mr. Pope together beneficially owned approximately 19.99% of the outstanding shares of Class A Common
Stock as of the Record Date, issuances upon conversion of amounts outstanding under the Inventory Finance Agreement (including any Make
Whole Shares) could result in J.J. Astor owning 20% or more of the outstanding shares of Class A Common Stock or voting power, which could
be deemed a change of control under Nasdaq Listing Rule 5635(b). Accordingly, the Company is also seeking approval of such issuances for
purposes of Nasdaq Listing Rule 5635(b).
Effect of Approval
If the J.J. Astor Proposal is approved, the Company
will be permitted to issue shares of Class A Common Stock upon conversion of amounts outstanding under the Inventory Finance Agreement
(including any Make Whole Shares) in excess of 19.99% of the outstanding shares of Class A Common Stock. Because the conversion price
is based on the trading price of the Class A Common Stock at the time of conversion, the number of shares issuable cannot be determined
at this time, and issuances upon conversion may result in substantial dilution to existing stockholders. If the J.J. Astor Proposal is
not approved, the Company will not be permitted to issue shares upon conversion at or above the 19.99% threshold and will remain obligated
to satisfy amounts owed under the Inventory Finance Agreement in cash, and unpaid amounts will continue to accrue interest at 19% per
annum, compounded daily.
Vote Required
If a quorum is represented at the Special Meeting,
this Proposal No. 6 will be approved if the number of votes cast for the proposal by holders of shares of Class A Common Stock present
in person or represented by proxy at the Special Meeting and entitled to vote thereon exceeds the number of votes cast against the proposal
by such holders. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
If a quorum is not represented at
the Special Meeting, Proposal No. 6 cannot be approved at the Special Meeting.
Because of his relationship with J.J. Astor, Mr. Pope recused himself
from, and did not participate in, the Board’s deliberations, approval of, or recommendation with respect to the J.J. Astor Proposal.
The recommendation set forth below was approved by the disinterested members of the Board. As of the Record Date, J.J. Astor held 167,290
shares of Class A Common Stock and Mr. Pope directly held 1,532 shares of Class A Common Stock, together representing approximately 19.99%
of the outstanding shares of Class A Common Stock. Under Nasdaq rules, shares of Class A Common Stock issued under the Inventory Finance
Agreement may not be voted to approve the J.J. Astor Proposal, and the Company will not count votes cast by J.J. Astor with respect to
such shares in determining whether the J.J. Astor Proposal has been approved.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE “FOR” THE APPROVAL OF THE ISSUANCE OF SHARES OF CLASS A COMMON STOCK UPON CONVERSION OF AMOUNTS OUTSTANDING UNDER THE
INVENTORY FINANCE AGREEMENT WITH J.J. ASTOR & CO. IN EXCESS OF 19.99% OF THE OUTSTANDING SHARES OF CLASS A COMMON STOCK.
23
PROPOSAL SEVEN: THE 2026
PLAN PROPOSAL
TO APPROVE THE BOXLIGHT CORPORATION 2026 EQUITY
INCENTIVE PLAN
General
On September 17, 2026, the Board of Directors
adopted, subject to stockholder approval, the Boxlight Corporation 2026 Equity Incentive Plan (the “2026 Plan”), and reserved
6,500,000 shares of Class A Common Stock for issuance under the 2026 Plan. We are asking stockholders to approve the 2026 Plan at the
Special Meeting.
The following description of the 2026 Plan is
a summary only and is qualified in its entirety by reference to the complete text of the Boxlight Corporation 2026 Equity Incentive Plan,
which is attached to this Proxy Statement as
Appendix C
. Stockholders are urged to read the 2026 Plan in its entirety.
Reasons for the 2026 Plan Proposal
The Company has previously granted equity awards
under its Boxlight Corporation 2014 Stock Incentive Plan, as amended (the “2014 Plan”), and its Boxlight Corporation 2021
Stock Incentive Plan, as amended (the “2021 Plan”). As a result of the reverse stock splits effected by the Company since
2023, including the 1-for-6 reverse stock split effected on June 22, 2026, the share reserves under the 2014 Plan and the 2021 Plan have
been proportionately reduced, and the Company has no shares available to make equity awards to its employees, non-employee directors
and consultants.
The Board believes that equity compensation is
essential to attracting, retaining and motivating the employees and directors on whom the Company depends, particularly in light of the
Company’s current financial position and the competitive market for talent in the technology sector. Without an adequate share
reserve, the Company has been required to rely solely on cash compensation, which would increase cash operating expenses at a time when
the Company is seeking to preserve liquidity, and would leave the Company unable to align the interests of its employees and directors
with those of stockholders.
The 6,500,000 shares reserved under the 2026
Plan represent approximately 20% of the Company’s outstanding shares of Class A Common Stock on a fully diluted basis, calculated
as of the Record Date and giving effect to the maximum number of shares issuable upon conversion of the Series D Preferred Stock and
upon issuance under the Equity Purchase Agreement and the Inventory Finance Agreement. Stockholders should note that this reserve is
significant relative to the number of shares of Class A Common Stock presently issued and outstanding, and that awards granted under
the 2026 Plan will dilute the ownership interests of existing stockholders.
If the Reverse Stock Splits Proposal is approved
and the Board effects one or more reverse stock splits, the number of shares reserved under the 2026 Plan will be proportionately adjusted
as described below under “
Adjustments.
”
Description of the 2026 Plan
Administration.
The 2026 Plan will be
administered by the Compensation Committee of the Board, or such other committee as the Board may designate (the “Administrator”).
Subject to the terms of the 2026 Plan, the Administrator has authority to determine the persons to whom awards are granted, the types
and sizes of awards, and the terms and conditions of awards, and to construe and interpret the 2026 Plan.
Eligibility.
Employees, non-employee directors
and consultants of the Company and its subsidiaries are eligible to receive awards under the 2026 Plan. As of the Record Date, approximately
145 employees, 5 non-employee directors and 0 consultants were eligible to participate. Incentive stock options may be granted only to
employees of the Company and its subsidiaries.
Shares Available for Awards.
Subject to
adjustment as described below, the number of shares of Class A Common Stock that may be issued pursuant to awards granted under the 2026
Plan is equal to 20% of the Fully Diluted Shares (as defined in the 2026 Plan) as of the Effective Date (estimated at approximately 6,500,000
shares), plus an annual increase on January 1 of each of the first ten calendar years beginning after the Effective Date equal to 3% of
the Fully Diluted Shares as of the preceding December 31, provided that the cumulative number of shares authorized under the 2026 Plan
may not at any time exceed 20% of the Fully Diluted Shares. The maximum number of shares that may be issued pursuant to incentive stock
options may not exceed the initial share reserve. Generally, shares subject to an award that expires, is forfeited, canceled or otherwise
terminates without the issuance of shares return to the Share Reserve. Shares withheld or tendered to satisfy tax withholding obligations
or to pay an award’s exercise price also generally return to the Share Reserve, except that shares withheld or tendered in connection
with Options or SARs are not recycled. For a SAR settled in shares, only the net shares actually delivered to the participant reduce the
available pool. Shares repurchased on the open market with option exercise proceeds do not increase the Share Reserve, and Substitute
Awards do not reduce the Share Reserve.
24
Individual Award Limits.
In any calendar
year, no participant may be granted (i) Options or SARs covering more than 5% of the Fully Diluted Shares, (ii) Restricted Stock or RSUs
covering more than 5% of the Fully Diluted Shares, or (iii) share-denominated Performance Awards covering more than 5% of the Fully Diluted
Shares, in each case measured as of the first day of that calendar year. Cash-denominated Performance Awards may not exceed $1,000,000
for any participant in any calendar year.
Types of Awards.
The 2026 Plan provides
for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted
stock unit awards, unrestricted stock, performance awards, other equity-based awards and dividend equivalents.
Exercise Price.
The exercise price of
each Option and the base price of each SAR may not be less than 100% of the fair market value of a share of Class A Common Stock on the
grant date; provided, however, that an incentive stock option granted to a Ten-Percent Stockholder must have an exercise price of at
least 110% of fair market value. In no event may the exercise price be less than the par value of a share of Class A Common Stock.
Term of Options and SARs.
No Option or
SAR may be exercised more than 10 years after its grant date, except that an incentive stock option granted to a Ten-Percent Stockholder
may not be exercised more than five years after its grant date. An award agreement may provide for a shorter term.
Incentive Stock Options.
Incentive stock
options may be granted only to employees. The aggregate fair market value of shares subject to ISOs that first become exercisable by
an employee in any calendar year, under all plans of the Company and its parent and subsidiary corporations, may not exceed $100,000;
any excess is treated as a nonqualified stock option. ISOs may not be transferred other than by will or the laws of descent and distribution,
and an ISO that fails to satisfy Section 422 of the Internal Revenue Code is automatically treated as a nonqualified stock option.
Termination of Service.
Unless otherwise
provided in an award agreement, if a participant’s service terminates other than for Cause, death or Disability, the vested portion
of an Option or SAR may be exercised for 90 days after termination. Following death or Disability, the vested portion may be exercised
for 12 months. If service terminates for Cause, all outstanding Options and SARs, whether vested or unvested, immediately terminate and
are forfeited. The Committee may extend these periods, subject to the maximum term of the award.
Minimum Vesting.
Except for awards covering
up to 5% of the shares reserved under the 2026 Plan, no Option, SAR, Restricted Stock or RSU generally may vest earlier than the first
anniversary of its grant date. The minimum vesting requirement does not apply to Substitute Awards, and vesting of Restricted Stock and
RSUs upon death, Disability, retirement or a change in control is permitted without regard to the one-year minimum.
No Repricing.
Without prior stockholder
approval, the Administrator may not reduce the exercise price of an outstanding Option or the base price of an outstanding SAR, cancel
and re-grant an Option or SAR at a lower price, or cancel an underwater Option or SAR in exchange for cash or another award with a lower
price. The prohibition applies regardless of whether the repricing is effected through amendment, substitution, cancellation or any other
method, except for adjustments permitted under the 2026 Plan.
Non-Employee Director Award Limit.
The
aggregate grant date fair market value of all awards granted to any non-employee director in any single calendar year may not exceed $750,000.
The Board may make exceptions for a non-executive chair or in extraordinary circumstances, such as service on a special committee, with
appropriate disclosure in the Company’s annual proxy statement.
Adjustments.
In the event of a stock split,
reverse stock split, stock dividend, recapitalization, combination, reclassification or similar change in the Company’s capital
structure, the Administrator will proportionately adjust the number and class of shares reserved under the 2026 Plan, the number and
class of shares subject to outstanding awards, and the exercise or purchase price of outstanding awards. Accordingly, if one or more
reverse stock splits are effected pursuant to the Reverse Stock Splits Proposal, the 6,500,000-share reserve will be proportionately
reduced.
25
Change in Control.
Unless an award agreement
or employment or change in control agreement provides otherwise, awards that are assumed, substituted or continued in a change in control
do not automatically accelerate solely because of the transaction. If, within 12 months after the change in control, a participant is
terminated without Cause or resigns for Good Reason, 100% of the participant’s outstanding unvested awards immediately vest and
Options and SARs become exercisable for the remainder of their terms. Awards that are not assumed, substituted or continued may, in the
Administrator’s discretion, fully accelerate immediately before the change in control, be canceled for a cash payment equal to
their spread value, or receive other equitable treatment. Unless an award agreement provides otherwise, Performance Awards are deemed
earned at target upon a change in control; time-based vesting is subject to the same double-trigger treatment if assumed, substituted
or continued and lapses immediately if not.
Dividend Equivalents.
Dividend Equivalents
may be granted alone or with RSUs, Performance Awards or Other Equity-Based Awards, but not with Options or SARs. Amounts accrued on
unvested awards are not paid until, and only to the extent, the underlying award vests. Accrued Dividend Equivalents relating to awards
that are forfeited or unearned are also forfeited.
Transferability.
Awards generally may
not be sold, assigned, transferred, pledged or otherwise disposed of, other than by will or the laws of descent and distribution. The
Administrator may permit a participant to transfer a nonqualified stock option, but not an incentive stock option, for no consideration
to an immediate family member, a trust for the participant or immediate family, or an entity owned by the participant or immediate family.
Clawback.
All awards, payments and shares
delivered under the 2026 Plan are subject to the Company’s clawback and recoupment policy under the Dodd-Frank Wall Street Reform
and Consumer Protection Act, Section 10D of the Exchange Act, Nasdaq Listing Rule 5608, any other applicable law and any other policy
adopted by the Board or Administrator. In addition, if within 90 days after a participant’s termination (other than for Cause)
the Administrator determines that facts existed at or before termination that would have constituted Cause, unvested Restricted Stock
or RSUs that vested, and RSUs that settled, during the 90 days before termination may be forfeited or clawed back, including return of
shares or cash value.
Amendment and Term.
The Board or the Committee
may amend, suspend or terminate the 2026 Plan at any time, subject to stockholder approval where required by applicable law or Nasdaq
rules. The 2026 Plan will remain in effect until earlier termination or the tenth anniversary of its Effective Date; ISOs may not be granted
after the tenth anniversary of the date the 2026 Plan was adopted by the Board.
Unfunded Plan.
The 2026 Plan is intended
to be an unfunded plan for incentive compensation. Participants have no greater rights than general unsecured creditors with respect
to unpaid amounts, and the Company is not required to segregate assets to fund awards.
Governing Law.
The 2026 Plan and award
agreements are governed by Nevada law, and disputes are subject to the exclusive jurisdiction of the federal or state courts located
in Nevada.
U.S. Federal Income Tax Consequences
The following is a general summary of certain
U.S. federal income tax consequences of awards under the 2026 Plan. It is not a complete description, does not address state, local or
non-U.S. tax consequences, and participants should consult their own tax advisors.
Non-statutory stock options and stock appreciation
rights.
A participant generally recognizes no income at grant and recognizes ordinary income on exercise equal to the excess of the
fair market value of the shares received over the exercise price, and the Company is generally entitled to a corresponding deduction.
26
Incentive stock options.
A participant
generally recognizes no income at grant or exercise, although the spread at exercise is an item of alternative minimum taxable income.
If the applicable holding periods are satisfied, gain on a subsequent sale is taxed as long-term capital gain and the Company receives
no deduction; if they are not satisfied, the participant generally recognizes ordinary income and the Company is generally entitled to
a corresponding deduction.
Restricted stock and restricted stock units.
A participant generally recognizes ordinary income as the award vests (or, for restricted stock, at grant if a timely election under
Section 83(b) of the Internal Revenue Code is made), equal to the fair market value of the shares at that time, and the Company is generally
entitled to a corresponding deduction.
Section 409A.
Awards under the 2026 Plan
are intended to be exempt from or to comply with Section 409A of the Internal Revenue Code.
New Plan Benefits
Because awards under the 2026 Plan will be granted
at the discretion of the Administrator, the number, type and value of awards that will be received by or allocated to any participant
under the 2026 Plan are not determinable at this time. No awards have been granted under the 2026 Plan, and no awards will be granted
under the 2026 Plan unless it is approved by stockholders.
Equity Compensation Plan Information
As of December 31, 2025, there were 183 shares
of Class A Common Stock issuable upon the exercise of outstanding options, warrants and rights under the Company’s equity compensation
plans approved by security holders, at a weighted-average exercise price of $1,058.40, and no shares remained available for future issuance
under those plans. The Company has no equity compensation plans that were not approved by security holders.
Interest of Certain Persons in Matters to
Be Acted Upon
The Company’s executive officers and non-employee
directors are eligible to receive awards under the 2026 Plan and therefore have an interest in the approval of the 2026 Plan Proposal
that is not shared by stockholders generally.
Vote Required
If a quorum is represented at the Special Meeting,
this Proposal No. 7 will be approved if the number of votes cast for the proposal by holders of shares of Class A Common Stock present
in person or represented by proxy at the Special Meeting and entitled to vote thereon exceeds the number of votes cast against the proposal
by such holders. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
If a quorum is not represented at the Special
Meeting, Proposal No. 7 cannot be approved at the Special Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE “FOR” THE APPROVAL OF THE BOXLIGHT CORPORATION 2026 EQUITY INCENTIVE PLAN.
27
PROPOSAL EIGHT: THE NAME
CHANGE PROPOSAL
TO APPROVE AN AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY FROM “BOXLIGHT CORPORATION” TO “BOXLIGHT GROUP CORPORATION”
General
The Board has approved, subject to stockholder
approval, an amendment to the Company’s Articles of Incorporation to change the name of the Company from “Boxlight Corporation”
to “Boxlight Group Corporation” (the “Name Change”). The Board believes that the Name Change better reflects
the Company’s evolution into a diversified holding company structure and its strategic direction. The proposed new name, “Boxlight
Group Corporation,” is intended to signal to investors, customers, and partners that the Company operates through multiple business
lines and subsidiaries and is positioned for growth beyond its historical core business.
If the Name Change Proposal is approved by the
stockholders, the Name Change will become effective upon the filing of a Certificate of Amendment to the Company’s Articles of
Incorporation with the Secretary of State of the State of Nevada, which the Company expects to file promptly after the Special Meeting.
The form of the proposed Certificate of Amendment to effect the Name Change is attached to this Proxy Statement as
Appendix D
.
The Name Change will not affect the rights of
the Company’s stockholders. The Company’s Class A Common Stock will continue to be listed on the Nasdaq Capital Market, and
the Company will apply to change its trading symbol, if applicable, in connection with the Name Change. Stock certificates previously
issued bearing the name “Boxlight Corporation” will continue to be valid and need not be exchanged.
Interest of Certain Persons in Matters to
Be Acted Upon
No director or executive officer has any substantial
interest, direct or indirect, by security holdings or otherwise, in this Proposal that is not shared by all of our other stockholders.
Vote Required
Under NRS 78.390(8), no stockholder approval is required for an amendment to the Articles of Incorporation that
only changes the name of the Company, and the Board is submitting the Name Change Proposal to stockholders voluntarily. If a quorum is
represented at the Special Meeting, this Proposal No. 8 will be approved if the number of votes cast for the proposal by holders of shares
of Class A Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon exceeds the number
of votes cast against the proposal by such holders. Abstentions and broker non-votes will not be counted as votes cast and will have no
effect on the result of the vote.
If a quorum is not represented at the Special
Meeting, Proposal No. 8 cannot be approved at the Special Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
FROM “BOXLIGHT CORPORATION” TO “BOXLIGHT GROUP CORPORATION.”
28
SOLICITATION OF PROXIES
The Board of Directors is soliciting
the proxies accompanying this Proxy Statement, and the Company will bear the entire cost of the solicitation, including the preparation,
printing and mailing of this Proxy Statement, the proxy card and any additional soliciting materials furnished to stockholders.
Proxies will be solicited principally
by mail. Proxies may also be solicited by telephone, facsimile, electronic mail or in person by our directors, officers and employees,
none of whom will receive any additional compensation for such solicitation activities. We will also reimburse brokers, banks, custodians,
nominees and other fiduciaries for their reasonable expenses in forwarding proxy materials to the beneficial owners of shares of Class
A Common Stock held of record by them.
OTHER MATTERS
The Board of Directors knows of no
other business to be presented for consideration at the Special Meeting. If any other matters properly come before the Special Meeting
or any adjournment or postponement thereof, the persons named as proxies will vote the shares represented by properly executed proxies
in their discretion in accordance with their best judgment.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit
companies and intermediaries such as brokers to satisfy the delivery requirements for proxy materials with respect to two or more stockholders
sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, commonly referred
to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.
A number of brokers with account holders
who are our stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders
sharing an address unless contrary instructions have been received from the affected stockholders. If you would prefer to receive separate
copies of our proxy materials, or if you are receiving multiple copies and would prefer to receive a single copy, please notify your
broker if your shares are held in street name, or notify us if you are a stockholder of record, by writing to Boxlight Corporation, Attention:
Corporate Secretary, 2750 Premiere Parkway, Ste. 900, Duluth, Georgia 30097, or by telephone at (678) 367-0809. Upon written or oral
request, we will promptly deliver a separate copy of the proxy materials to any stockholder of record at a shared address to which a
single copy was delivered.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current
reports, proxy statements and other information with the SEC. These filings are available to the public free of charge on the SEC’s
website at www.sec.gov and on the investor relations page of our website at www.boxlight.com. Except for the documents specifically incorporated
by reference as described below, information contained on, or accessible through, our website is not incorporated by reference into,
and does not constitute a part of, this Proxy Statement.
Stockholders may also obtain, without
charge, a copy of any document we file with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31,
2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, by written request directed to Boxlight Corporation,
Attention: Corporate Secretary, 2750 Premiere Parkway, Ste. 900, Duluth, Georgia 30097.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The SEC allows us to “incorporate
by reference” into this Proxy Statement information that we file with the SEC in other documents. This means that we can disclose
important information to you by referring to another document filed separately with the SEC. The information incorporated by reference
is considered to be part of this Proxy Statement.
We incorporate by reference into this
Proxy Statement the following documents, and specifically the financial statements, related notes, management’s discussion and
analysis of financial condition and results of operations, and quantitative and qualitative disclosures about market risk contained therein:
●
our Annual Report on
Form
10-K
for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026;
and
●
our Quarterly Report on
Form
10-Q
for the quarterly period ended June 30, 2026, filed with the SEC on August 14, 2026.
Any statement contained in a document incorporated
by reference into this Proxy Statement will be deemed to be modified or superseded to the extent that a statement contained in this Proxy
Statement modifies or supersedes that statement. Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any
Current Report on Form 8-K, including the related exhibits, is not incorporated by reference into this Proxy Statement.
29
APPENDIX A
FORM OF CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
BOXLIGHT CORPORATION
Pursuant to NRS 78.385, 78.390 and 78.2055
Boxlight Corporation, a corporation organized
and existing under the laws of the State of Nevada (the “
Corporation
”), hereby certifies as follows:
1.
The
name of the Corporation is
Boxlight Corporation
.
2.
The
Board of Directors of the Corporation duly adopted resolutions approving the amendment to
the Articles of Incorporation set forth below and declaring the amendment advisable.
3.
The stockholders of the Corporation approved the amendment at a special meeting of stockholders held on November 10, 2026, in accordance with NRS 78.390 and 78.2055. The amendment was approved by a majority of the votes cast thereon.
4.
Article
Fourth of the Articles of Incorporation of the Corporation is hereby amended to add the following
provision:
Effective as of 5:00 p.m. Eastern
Time on the date of filing of this Certificate of Amendment with the Secretary of State of the State of Nevada (the “
Effective
Time
”), every [●] shares of the Corporation’s Class A Common Stock, par value $0.0001 per share, issued and outstanding
immediately prior to the Effective Time shall be automatically combined into one (1) validly issued, fully paid and non-assessable share
of Class A Common Stock, without any further action by the Corporation or the holder thereof (the “
Reverse Stock Split
”).
No fractional shares of Class A Common Stock shall be issued in connection with the Reverse Stock Split. In lieu of any fractional share,
each stockholder who would otherwise be entitled to a fractional share shall receive one whole share of Class A Common Stock. The total
number of shares of all classes of stock that the Corporation is authorized to issue shall not be affected by the Reverse Stock Split
and shall remain as set forth in the Articles of Incorporation, as amended.
5.
Except
as expressly amended by this Certificate of Amendment, all provisions of the Articles of
Incorporation, as amended, remain in full force and effect.
IN WITNESS WHEREOF, the undersigned authorized
officer of the Corporation has executed this Certificate of Amendment as of [●], 2026.
BOXLIGHT CORPORATION
By:
Name:
[●]
Title:
[●]
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APPENDIX B
FORM OF CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF BOXLIGHT CORPORATION
Pursuant to NRS 78.385 and 78.390
Boxlight Corporation, a corporation organized
and existing under the laws of the State of Nevada (the “
Corporation
”), hereby certifies as follows:
1.
The
name of the Corporation is
Boxlight Corporation
.
2.
The
Board of Directors of the Corporation duly adopted resolutions approving the amendment to
the Articles of Incorporation set forth below and declaring the amendment advisable.
3.
The stockholders of the Corporation approved the amendment at a special meeting of stockholders held on November 10, 2026, in accordance with NRS 78.390. The amendment was approved by a majority of the votes cast thereon.
4.
The
opening paragraph of Article Fourth of the Articles of Incorporation of the Corporation is
hereby amended and restated in its entirety to read as follows:
“The total number of shares
of all classes of stock that the Corporation is authorized to issue is Six Hundred Million (600,000,000) shares, consisting of: (a) Five
Hundred Million (500,000,000) shares of Class A Common Stock, par value $0.0001 per share; (b) Fifty Million (50,000,000) shares of Class
B Common Stock, par value $0.0001 per share; and (c) Fifty Million (50,000,000) shares of Preferred Stock, par value $0.0001 per share.”
5.
All
other provisions of the Articles of Incorporation, as amended, remain in full force and effect.
IN WITNESS WHEREOF, the undersigned authorized
officer of the Corporation has executed this Certificate of Amendment as of [●], 2026.
BOXLIGHT CORPORATION
By:
Name:
[●]
Title:
[●]
B-
1
APPENDIX C
BOXLIGHT CORPORATION
2026 EQUITY INCENTIVE PLAN
BOXLIGHT
CORPORATION
2026
EQUITY INCENTIVE PLAN
(the
“Plan”)
Effective
as of [___], 2026 (the “Effective Date”)
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RECITALS
WHEREAS
, Boxlight
Corporation, a Nevada corporation (the “Company”), desires to attract, motivate, and retain highly qualified officers, employees,
non-employee directors, and consultants by providing them with equity-based and other performance-based compensation opportunities;
WHEREAS
, the Company
has previously adopted the Boxlight Corporation 2014 Stock Incentive Plan and the Boxlight Corporation 2021 Stock Incentive Plan (collectively,
the “Prior Plans”), and shares of Stock subject to outstanding awards under the Prior Plans shall be included in the calculation
of Fully Diluted Shares for purposes of determining the share reserve under this Plan;
WHEREAS
, the Board
of Directors has determined to establish a share reserve for the grant of Awards under this Plan, as more fully set forth herein;
NOW, THEREFORE
, in
consideration of the foregoing and for other good and valuable consideration, the Company hereby adopts this Plan, effective as of the
Effective Date, on the terms and conditions set forth herein.
ARTICLE 1 PURPOSE AND SCOPE
Section 1.1 Purpose.
The purpose of the Plan is to promote the long-term
success of Boxlight Corporation and to increase stockholder value by providing officers, employees, non-employee directors, and consultants
of the Company and its Affiliates with incentives and rewards to encourage them to acquire a proprietary interest in the Company’s growth,
thereby aligning their interests with those of the Company’s stockholders.
Section 1.2 Scope.
The Plan authorizes the grant of the following
types of awards (each, an “Award”):
(a)
Stock Options
(both Incentive Stock Options and Nonqualified Stock Options);
(b)
Stock Appreciation
Rights (“SARs”);
(c)
Restricted
Stock;
(d)
Restricted
Stock Units (“RSUs”);
(e)
Unrestricted
Stock;
(f)
Performance
Awards (including performance-conditioned Options, SARs, Restricted Stock, and RSUs);
(g)
Other Equity-Based
Awards; and
(h)
Dividend Equivalents.
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ARTICLE 2 DEFINITIONS
As used in the Plan, the following terms have
the meanings set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the Company’s articles
of incorporation, as applicable.
2.1 “Affiliate”
means any
entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the
Company. For purposes of ISO grants, “Affiliate” is limited to a parent corporation or subsidiary corporation within the
meaning of Section 424 of the Code.
2.2 “Award Agreement”
means
a written or electronic agreement between the Company and a Participant evidencing the grant of an Award and setting forth the terms
and conditions applicable thereto. Award Agreements are subject to and incorporated by reference into the Plan.
2.3 “Board”
means the Board
of Directors of Boxlight Corporation, as constituted from time to time.
2.4 “Cause”
means, unless
otherwise defined in an applicable Award Agreement or employment agreement, (i) material neglect of duties or willful misconduct in the
performance of the Participant’s duties, (ii) conviction of, or plea of guilty or nolo contendere to, a felony or crime of moral turpitude,
(iii) fraud, embezzlement, or material dishonesty with respect to the Company or any Affiliate, (iv) material breach of any non-competition,
non-solicitation, or confidentiality obligation to the Company, or (v) any act or omission that the Committee, in its reasonable judgment,
determines constitutes cause for termination under applicable law.
2.5 “Change in Control”
or
“CIC” means (i) any person or group acquiring beneficial ownership of more than 50% of the combined voting power of the then-outstanding
voting securities of the Company; (ii) a merger, consolidation, or reorganization in which the Company’s stockholders immediately prior
thereto hold less than 50% of the combined voting power of the resulting entity; or (iii) a sale, transfer, or other disposition of all
or substantially all of the assets of the Company to an unaffiliated third party. A CIC shall not include any transaction in which the
Company’s stockholders immediately before the transaction continue to hold more than 50% of the voting power of the surviving or resulting
entity.
2.6 “Code”
means the U.S.
Internal Revenue Code of 1986, as amended, and any successor statute. References to specific sections of the Code include any Treasury
Regulations or guidance promulgated thereunder.
2.7 “Committee”
means the
Compensation Committee of the Board, or such other committee or subcommittee as the Board may designate to administer the Plan, constituted
to satisfy Applicable Laws, including Rule 16b-3 and Section 162(m) of the Code to the extent applicable. If no committee is designated,
the Board shall act as the Committee.
2.8 “Company”
means Boxlight
Corporation, a Nevada corporation, and any successor thereto.
2.9 “Consultant”
means any
natural person engaged by the Company or an Affiliate to render bona fide consulting or advisory services other than as an Employee or
Director, where the services are not in connection with the offer or sale of securities in a capital-raising transaction and the person
does not directly or indirectly promote or maintain a market for the Company’s securities.
2.10 “Director”
means a member
of the Board or the board of directors of any Affiliate. “Non-Employee Director” means a Director who is not an Employee
of the Company or any Affiliate.
2.11 “Disability”
means a
permanent and total disability as defined in Section 22(e)(3) of the Code, or such other definition as may be set forth in the Participant’s
Award Agreement or employment agreement, provided that such definition satisfies the requirements of Section 409A of the Code to the
extent applicable.
2.12 “Effective Date”
has
the meaning set forth in the introductory caption of the Plan and means the date on which the Plan is approved by the Company’s stockholders
(or, if earlier, the date the Plan is adopted by the Board subject to subsequent stockholder approval within twelve (12) months).
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2.13 “Employee”
means any
officer or other employee of the Company or an Affiliate as determined under Section 3401(c) of the Code. A Director who is also an Employee
is an Employee for purposes of the Plan.
2.14 “Exchange Act”
means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
2.15 “Exercise Price”
means,
with respect to an Option or SAR, the per-share price at which a share of Stock may be purchased upon exercise of an Option or the base
price per share used to calculate the appreciation payable upon exercise of a SAR, in each case as determined by the Committee and set
forth in the Award Agreement, subject to Article 5.
2.16 “Fair Market Value”
means,
as of any date, (i) if the Stock is listed on any established securities exchange or traded on any established market, the closing sale
price of a share of Stock as reported by such exchange or market on such date (or, if no trades occur on that date, the most recent preceding
trading day); or (ii) if the Stock is not publicly traded, the fair market value as determined by the Committee in good faith using a
reasonable valuation method consistent with Section 409A of the Code.
2.17 “Fully Diluted Shares”
or “FDS” means, as of any measurement date, the total number of shares of Stock outstanding plus all shares subject to outstanding
convertible securities (including convertible notes and preferred stock on an as-converted basis), options, warrants, and other rights
to acquire shares of Stock (including, without limitation, all shares subject to outstanding awards under any Prior Plans), as calculated
in accordance with the treasury-stock method or such other method as the Committee consistently applies.
2.18 “Grant Date”
means the
date on which the Committee adopts a resolution, or takes other action, granting an Award to a Participant, or such later date as the
Committee may specify in such resolution or action.
2.19 “Incentive Stock Option”
or “ISO” means an Option that is intended to qualify as an “incentive stock option” within the meaning of Section
422 of the Code, as designated in the applicable Award Agreement, and that satisfies the requirements set forth in Article 5.
2.20 “Nonqualified Stock Option”
or “NQSO” means an Option that is not intended to qualify as an ISO and is designated as a Nonqualified Stock Option in the
applicable Award Agreement.
2.21 “Option”
means a right
granted under Article 5 to purchase a specified number of shares of Stock at the Exercise Price, which may be an ISO or an NQSO.
2.22 “Participant”
means any
Employee, Non-Employee Director, or Consultant who has been granted an Award under the Plan and whose Award remains outstanding, or any
beneficiary, guardian, legal representative, or estate of such individual to whom an Award has passed upon the death or incapacity of
the original Participant.
2.23 “Performance Award”
means
any Award (including Performance Shares, Performance Units, or performance-conditioned Options, SARs, Restricted Stock, or RSUs) granted
under Article 7 that is subject to the attainment of one or more Performance Goals.
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2.24 “Performance Goals”
means
measurable performance objectives established by the Committee with respect to any Performance Award, which may include (without limitation)
revenue, earnings, earnings per share, stock price, total stockholder return, return on equity or assets, operating income, net income,
cash flow, margin, market share, customer acquisition metrics, technology milestones, or such other financial or non-financial measures
as the Committee may specify.
2.25 “Performance Period”
means the period of time, established by the Committee, over which performance is measured for purposes of determining the vesting or
settlement of a Performance Award.
2.26 “Prior Plans”
means,
collectively, the Boxlight Corporation 2014 Stock Incentive Plan and the Boxlight Corporation 2021 Stock Incentive Plan, each as amended
from time to time.
2.27 “Plan”
means this Boxlight
Corporation 2026 Equity Incentive Plan, as amended and restated from time to time.
2.28 “Restricted Stock”
means
shares of Stock granted pursuant to Article 6 that are subject to restrictions on transfer and risks of forfeiture until the applicable
vesting or lapse conditions have been satisfied.
2.29 “Restricted Stock Unit”
or “RSU” means a right granted pursuant to Article 6 to receive a specified number of shares of Stock (or, at the Committee’s
discretion, cash equivalent thereto) upon satisfaction of applicable vesting conditions, without payment by the Participant of any Exercise
Price.
2.30 “Rule 16b-3”
means Rule
16b-3 promulgated under Section 16 of the Exchange Act, as amended from time to time.
2.31 “SAR”
means a stock appreciation
right granted pursuant to Article 5, representing the right to receive a payment, in cash, Stock, or a combination thereof, equal to
the excess of the Fair Market Value of a share of Stock on the exercise date over the base price per share specified in the Award Agreement.
2.32 “Section 409A”
means
Section 409A of the Code and the Treasury Regulations and other official guidance issued thereunder, as each may be amended from time
to time.
2.33 “Stock”
means the Class
A common stock, $0.0001 par value per share, of Boxlight Corporation, or such other class or series of shares as the Committee may designate
following any reclassification, recapitalization, or other change in the Company’s capital structure.
2.34 “Substitute Award”
means
an Award granted in substitution for, or in assumption of, an outstanding award previously granted by a company or business entity acquired
by the Company or with which the Company combines. Substitute Awards shall not reduce the shares available for issuance under the Plan.
2.35 “Ten-Percent Stockholder”
means a Participant who, at the time an ISO is granted, owns (directly or by attribution under Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation within
the meaning of Section 422(b)(6) of the Code.
2.36 “Unrestricted Stock”
means shares of Stock granted pursuant to Article 6 that are not subject to any forfeiture conditions, restrictions on transfer, or performance
conditions.
2.37 “Vesting Date”
means
the date or dates on which an Award or portion thereof ceases to be subject to forfeiture conditions or, in the case of an Option or
SAR, becomes exercisable, as set forth in the applicable Award Agreement or otherwise determined by the Committee.
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ARTICLE 3 SHARES AVAILABLE FOR AWARDS
Section 3.1 Number of Shares Authorized.
(a) Share Reserve.
Subject to adjustment
as provided in Article 9, the aggregate number of shares of Stock that may be delivered in connection with Awards granted under this
Plan shall not exceed (i) twenty percent (20%) of the Fully Diluted Shares as determined on the Effective Date (the “Initial Shares”),
plus (ii) an annual “evergreen” increase on January 1 of each of the first ten (10) calendar years beginning after the Effective
Date, equal to three percent (3%) of the Fully Diluted Shares as of December 31 of the immediately preceding calendar year; provided,
however, that the cumulative aggregate number of shares authorized under this Plan (inclusive of all evergreen additions) shall not at
any time exceed twenty percent (20%) of the Fully Diluted Shares (the “Share Reserve Cap”). The maximum aggregate number
of shares that may be issued pursuant to ISOs shall not exceed the Initial Shares (as adjusted for stock splits, stock dividends, recapitalizations,
and similar events under Article 9).
Section 3.2 Share Counting Rules.
The following rules shall apply in determining
shares available for Awards:
(a)
If any Award
expires, is forfeited or cancelled, or is otherwise terminated without the issuance of shares,
or if shares are withheld by or tendered to the Company to satisfy a tax withholding obligation
or to pay the Exercise Price of an Award, then the shares subject to such Award (other than
shares actually issued and not forfeited back) shall again be available for new Awards under
the Plan; provided that shares withheld or tendered in connection with Options or SARs shall
not be recycled back into the Share Reserve.
(b)
Upon the exercise
of a SAR that is settled in Stock, only the net shares actually delivered to the Participant
shall reduce the available shares under the applicable pool; the gross shares subject to
the SAR shall be deemed cancelled.
(c)
Shares repurchased
by the Company on the open market using Option Exercise Price proceeds shall not increase
the shares available under the Plan.
(d)
Substitute
Awards granted in assumption of or substitution for awards of an acquired entity shall not
reduce the Share Reserve.
Section 3.3 Individual Award Limits.
Subject to adjustment under Article 9, in any
single calendar year:
(a)
No Participant
may be granted Options or SARs covering more than five percent (5%) of the Fully Diluted
Shares as of the first day of such calendar year.
(b)
No Participant
may be granted Restricted Stock or RSUs covering more than five percent (5%) of the Fully
Diluted Shares as of the first day of such calendar year.
(c)
No Participant
may be granted Performance Awards denominated in shares covering more than five percent (5%)
of the Fully Diluted Shares as of the first day of such calendar year.
(d)
No Participant
may be granted cash-denominated Performance Awards in excess of $1,000,000 in any calendar
year.
Section 3.4 Non-Employee Director Limits.
Notwithstanding any other provision of the Plan,
in any single calendar year, the aggregate grant date Fair Market Value of all Awards granted to any individual Non-Employee Director
shall not exceed $750,000. The Board may make exceptions to this limit for (i) a non-executive chair of the Board or (ii) in extraordinary
circumstances (such as service on a special committee), with appropriate disclosure in the Company’s annual proxy statement.
Section 3.5 Substitute Awards.
(a) Inapplicable Plan Limitations.
Except
as otherwise required by applicable law or the rules of any stock exchange on which the Stock is listed, the Exercise Price, grant date,
minimum vesting, and share counting provisions of this Plan shall not apply to Substitute Awards to the extent necessary to preserve
the economic value and original terms of such awards in compliance with Section 424(a) or Section 409A of the Code, as applicable.
(b) Preservation of Original Terms.
Substitute
Awards shall continue to be governed by the terms and conditions under which they were originally granted and the applicable award agreement,
as modified only to the minimum extent necessary to reflect any applicable share exchange ratio and to comply with applicable law. The
Committee shall have authority to determine the treatment of Substitute Awards in connection with any subsequent CIC.
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ARTICLE 4 ADMINISTRATION
Section 4.1 Committee Authority.
The Plan shall be administered by the Committee.
The Committee shall have full and exclusive authority to:
(a)
designate Participants
and determine the type, number, terms, conditions, and timing of Awards;
(b)
interpret the
Plan and any Award Agreement and resolve all ambiguities and inconsistencies;
(c)
establish,
amend, suspend, or waive rules and regulations for Plan administration;
(d)
establish Performance
Goals and certify the achievement thereof;
(e)
accelerate
vesting or exercisability of Awards upon a CIC, death, Disability, or retirement;
(f)
extend the
exercise period of an Award (subject to the maximum term under Article 5) or waive any forfeiture
conditions;
(g)
determine the
treatment of Awards upon a Participant’s termination of service;
(h)
authorize the
issuance of substitute Awards in connection with mergers, acquisitions, or similar transactions;
(i)
require a Participant
to furnish representations, warranties, or undertakings as a condition to the grant, vesting,
or settlement of any Award; and
(j)
take any other
action the Committee deems necessary or advisable for proper administration of the Plan.
Section 4.2 Discretion Binding.
All determinations and decisions by the Committee
shall be made in its sole discretion and shall be final, binding, and conclusive on all persons, including the Company, its stockholders,
Affiliates, Participants, and their legal representatives and beneficiaries. The Committee’s determinations need not be uniform among
Participants.
Section 4.3 Delegation.
To the extent permitted by applicable law and
the Company’s organizational documents, the Committee may delegate to one or more officers of the Company the authority to grant Awards
to Participants who are not subject to Section 16 of the Exchange Act or Section 162(m) of the Code. Any such delegation shall specify
the maximum number of Awards that may be granted and the maximum value thereof, and shall not permit delegation of authority to determine
the Fair Market Value or to amend the Plan.
Section 4.4 Insider Administration.
With respect to Awards made to individuals who
are subject to Section 16 of the Exchange Act, the Plan shall be administered by the full Committee (or a subcommittee thereof) in a
manner intended to permit such Awards to qualify for the exemption from Section 16(b) liability under Rule 16b-3, to the extent applicable.
Section 4.5 No Repricing Without Stockholder Approval.
Notwithstanding any other provision of the Plan,
without the prior approval of the Company’s stockholders, the Committee shall not (a) reduce the Exercise Price of any outstanding Option
or the base price of any outstanding SAR, (b) cancel and re-grant any outstanding Option or SAR at a lower Exercise Price or base price,
(c) cancel any underwater Option or SAR in exchange for cash or another Award with a lower Exercise Price or base price, or (d) take
any other action that would constitute a “repricing” under applicable stock exchange rules or generally accepted accounting
principles. This prohibition applies regardless of whether the repricing would be accomplished through amendment, substitution, cancellation,
or any other method.
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ARTICLE 5 STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS
Section 5.1 Grant of Options and SARs.
The Committee may grant Options (ISOs or NQSOs)
and SARs to eligible Participants. Each Award Agreement shall specify whether an Option is an ISO or NQSO, the number of shares subject
to the Award, the Exercise Price, the vesting schedule, the term, and any other terms and conditions the Committee deems appropriate.
Section 5.2 Exercise Price.
The Exercise Price of each Option and the base
price of each SAR shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date; provided, however, that
in the case of an ISO granted to a Ten-Percent Stockholder, the Exercise Price shall not be less than 110% of such Fair Market Value.
In no event may the Exercise Price be less than the par value of a share of Stock.
Section 5.3 Term.
No Option or SAR may be exercised after the expiration
of ten (10) years from the Grant Date; provided, however, that in the case of an ISO granted to a Ten-Percent Stockholder, such ISO may
not be exercised after the expiration of five (5) years from the Grant Date. An Award Agreement may provide for a shorter term.
Section 5.4 Minimum Vesting.
Except as provided in the following proviso,
no Option or SAR shall vest earlier than the first anniversary of the Grant Date. Notwithstanding the foregoing, up to five percent (5%)
of the aggregate shares available under the Share Reserve may be granted with vesting conditions that do not satisfy the one-year minimum
vesting requirement (including immediate vesting or performance-based vesting with a Performance Period of less than one year). The minimum
vesting requirement shall not apply to Substitute Awards.
Section 5.5 Exercise Methods.
To the extent an Option or SAR has vested and
is exercisable, the Participant may exercise by:
(a)
paying the
full Exercise Price in cash or by check;
(b)
tendering shares
of Stock already owned by the Participant with a Fair Market Value equal to the aggregate
Exercise Price;
(c)
a “cashless”
exercise through a broker-dealer, provided the Company does not extend any credit for this
purpose;
(d)
a “net
exercise” (“share withholding”) where the Company withholds shares otherwise
deliverable with a Fair Market Value equal to the aggregate Exercise Price; or
(e)
any other method
approved by the Committee in the Award Agreement.
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Section 5.6 SAR Exercise.
Upon exercise of a SAR, the Participant shall
receive a payment equal to the excess of the Fair Market Value of the Stock on the exercise date over the base price per share, multiplied
by the number of shares as to which the SAR is exercised. Such payment may be made in cash, shares of Stock, or a combination thereof,
as determined by the Committee. The number of shares deliverable upon SAR exercise shall be determined based on the Fair Market Value
on the exercise date.
Section 5.7 Termination of Service - Options and SARs.
(a) Termination other than for Cause, Death,
or Disability.
Unless otherwise provided in the Award Agreement, if a Participant’s service terminates for any reason other than
Cause, death, or Disability, the Participant may exercise the vested portion of any Option or SAR within ninety (90) days after such
termination (or such longer period as the Committee may determine, not to exceed the remaining term of the Award).
(b) Death or Disability.
If a Participant’s
service terminates due to death or Disability, the Participant or the Participant’s estate or legal representative may exercise the vested
portion of any Option or SAR within twelve (12) months after such termination (or such longer period as the Committee may determine,
not to exceed the remaining term of the Award).
(c) Termination for Cause.
If a Participant’s
service is terminated for Cause, all outstanding Options and SARs (whether or not vested) shall immediately terminate and be forfeited
as of the date of termination.
(d) Committee Discretion.
The Committee
may, in its sole discretion, extend any post-termination exercise period set forth herein, subject to the maximum term of the Award.
Section 5.8 ISO Requirements.
ISOs shall be granted only to Employees. The
aggregate Fair Market Value (determined as of the Grant Date) of Stock with respect to which ISOs are exercisable for the first time
by any individual Employee during any calendar year (under all plans of the Company and its parent and subsidiary corporations) shall
not exceed $100,000; any excess shall be treated as NQSOs. ISOs may not be transferred other than by will or the laws of descent and
distribution. Any ISO that fails to satisfy the requirements of Section 422 of the Code shall automatically be treated as an NQSO.
Section 5.9 Substitute Awards.
The Committee may grant Substitute Awards, and
such Substitute Awards shall not reduce the Share Reserve. The Exercise Price of a Substitute Award may be less than the Fair Market
Value on the Grant Date to the extent necessary to preserve the “intrinsic value” of the original award; provided that such
Exercise Price shall satisfy Section 409A of the Code or the requirements of Section 424(a) of the Code, as applicable.
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ARTICLE 6 RESTRICTED STOCK; RESTRICTED STOCK
UNITS; UNRESTRICTED STOCK
Section 6.1 Grant.
The Committee may grant Restricted Stock, RSUs,
and Unrestricted Stock to eligible Participants. Each Award Agreement shall specify the number of shares, the applicable restrictions
and conditions, the vesting schedule, the settlement terms, and any other terms the Committee deems appropriate.
Section 6.2 Issuance and Restrictions.
Shares of Restricted Stock shall be issued (by
book entry or certificate) as of the Grant Date and held in escrow or subject to a stock power until the applicable restrictions lapse.
Such shares shall be subject to forfeiture in accordance with the terms of the Award Agreement and shall not be transferred, pledged,
or otherwise encumbered during the restricted period.
Section 6.3 Stockholder Rights for Restricted Stock.
Except as otherwise provided in the Award Agreement,
a Participant holding Restricted Stock shall have all rights of a stockholder with respect to such shares, including the right to vote
and to receive dividends; provided, however, that cash dividends payable with respect to unvested Restricted Stock shall be withheld
by the Company and paid to the Participant (without interest) only upon, and to the extent that, the underlying shares vest. Dividends
accumulated on shares that are ultimately forfeited shall be forfeited.
Section 6.4 Minimum Vesting.
Except as provided in the following proviso,
no Restricted Stock or RSU Award shall vest earlier than the first anniversary of the Grant Date. Notwithstanding the foregoing: (i)
up to five percent (5%) of the aggregate shares available under the Share Reserve may be granted with vesting conditions that do not
satisfy the one-year minimum; (ii) the minimum vesting requirement shall not apply to Substitute Awards; and (iii) vesting upon death,
Disability, retirement, or CIC shall be permitted without regard to the minimum vesting requirement.
Section 6.5 Forfeiture.
Unless otherwise provided in the Award Agreement,
unvested Restricted Stock and unvested RSUs shall be forfeited upon the Participant’s termination of service, and the Company shall have
the right to repurchase unvested Restricted Stock at the lesser of its original purchase price (if any) or its then Fair Market Value.
Section 6.6 Cause Look-Back Clawback.
Notwithstanding Section 6.5, if, within ninety
(90) days following a Participant’s termination of service (other than a termination for Cause), the Committee determines that facts
or circumstances existed at or prior to such termination that would have constituted Cause, then (i) any unvested Restricted Stock or
RSUs that vested during the ninety-day period prior to such termination shall be subject to forfeiture and the Company may require the
Participant to return shares (or the cash value thereof) received upon such vesting, and (ii) any shares issued in settlement of an RSU
that settled during such ninety-day period shall be subject to clawback. This provision is in addition to, and not in lieu of, any other
clawback obligations under Article 13.
Section 6.7 Unrestricted Stock.
The Committee may grant shares of Unrestricted
Stock to Participants as a bonus, as compensation for past services, or in lieu of cash compensation at the Participant’s election
(subject to Section 10.2). Such shares are fully vested on the Grant Date and shall not be subject to any forfeiture conditions.
Section 6.8 RSU Terms; Settlement.
RSUs represent an unfunded, unsecured right to
receive shares of Stock (or, in the Committee’s discretion, the Fair Market Value thereof in cash) upon vesting. Settlement shall occur
as promptly as practicable following the applicable Vesting Date but no later than March 15 of the year following the year in which the
RSU vests (or as otherwise required by Section 409A). Upon settlement, Stock shall be transferred to the Participant free and clear of
all restrictions (subject to applicable tax withholding and applicable securities law restrictions).
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ARTICLE 7 PERFORMANCE AWARDS AND OTHER EQUITY-BASED
AWARDS
Section 7.1 Grant of Performance Awards.
The Committee may grant Performance Awards to
Participants, including performance-conditioned Options, SARs, Restricted Stock, RSUs, or other performance-based incentive awards. Performance
Awards shall be subject to the attainment of one or more Performance Goals during the Performance Period specified by the Committee.
Section 7.2 Establishment of Performance Goals.
Performance Goals shall be established in writing
by the Committee not later than ninety (90) days after the commencement of the Performance Period (or, if the Performance Period is less
than one year, not later than the date on which 25% of the Performance Period has elapsed). Performance Goals shall be objective and
shall relate to performance of the Company, an Affiliate, a business unit, or an individual, as the Committee determines. The Committee
may provide for adjustments to Performance Goals to reflect specified extraordinary items or events.
Section 7.3 Certification and Payment.
Following the end of each Performance Period,
the Committee shall certify in writing whether the applicable Performance Goals were achieved and shall determine the number of shares
or amount of cash earned with respect to each Performance Award. No payment shall be made under a Performance Award until such certification.
The Committee may reduce (but, except as provided in Article 9 for CIC events, not increase) the amount payable under a Performance Award
based on its discretionary assessment of individual or Company performance.
Section 7.4 Other Equity-Based Awards.
The Committee may grant other equity-based Awards
denominated or settled in shares of Stock, including Awards that are convertible or exchangeable into shares, Awards subject to market-based
conditions, phantom stock, stock units (other than RSUs), or similar instruments. The terms and conditions of such Awards shall be set
forth in the applicable Award Agreement, and shares delivered thereunder shall reduce the applicable pool.
ARTICLE 8 DIVIDEND EQUIVALENTS
Section 8.1 Grant of Dividend Equivalents.
The Committee may grant Dividend Equivalents,
either alone or in connection with RSUs, Performance Awards, or Other Equity-Based Awards. Dividend Equivalents represent the right to
receive payments equivalent to any cash dividends paid on the shares of Stock to which an Award relates.
Section 8.2 Terms.
Dividend Equivalents shall accrue from the Grant
Date of the underlying Award. Amounts accrued with respect to unvested Awards shall not be paid until, and only to the extent that, the
underlying Award vests. Accrued Dividend Equivalents with respect to Awards that are ultimately forfeited or unearned shall be forfeited.
Dividend Equivalents may not be granted in connection with Options or SARs. Dividend Equivalents shall be settled in cash, additional
shares, or a combination thereof, as determined by the Committee.
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ARTICLE 9 ADJUSTMENTS; CHANGE IN CONTROL
Section 9.1 Share Adjustments.
In the event of any stock split, reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification of shares, extraordinary cash dividend, spin-off, or
other similar change in capitalization or event affecting the Stock (other than any CIC transaction), the Committee shall proportionately
adjust: (a) the maximum number and class of shares available under the Plan; (b) the number and class of shares subject to each outstanding
Award; (c) the Exercise Price, base price, or purchase price per share applicable to each outstanding Award; and (d) the individual limits
under Section 3.3. Any such adjustment shall be made in a manner consistent with Section 409A and, in the case of ISOs, Section 422 of
the Code.
Section 9.2 Corporate Transactions.
In the event of a merger, consolidation, share
exchange, or similar corporate transaction that does not constitute a CIC, the Committee may, in its discretion, (a) provide for Awards
to be assumed, continued, or substituted by the surviving or acquiring entity; (b) cancel outstanding Awards in exchange for a cash payment
equal to the excess of Fair Market Value over the Exercise Price; (c) accelerate vesting in full; or (d) any combination of the foregoing.
The Committee’s determination shall be final and binding.
Section 9.3 Change in Control - Double Trigger.
Unless otherwise provided in an Award Agreement
or an employment or change in control agreement, upon a CIC: Awards that are assumed, substituted, or continued by the surviving or acquiring
entity shall not automatically accelerate solely as a result of the CIC (single-trigger). Instead, if within twelve (12) months following
the CIC (a) the Participant’s employment or service is terminated without Cause or (b) the Participant resigns for “Good Reason”
(as defined in the applicable Award Agreement), then one hundred percent (100%) of the Participant’s outstanding unvested Awards shall
immediately vest and, in the case of Options and SARs, become exercisable for the remainder of their term (double-trigger acceleration).
If outstanding Awards are not assumed, substituted,
or continued in connection with a CIC, the Committee may, in its sole discretion, provide for full acceleration of vesting immediately
prior to the effective time of the CIC, for cancellation of Awards in exchange for a payment equal to the spread value, or for any other
treatment that the Committee determines equitable.
Section 9.4 Performance Awards - CIC Treatment.
Upon a CIC, unless otherwise provided in the
applicable Award Agreement, outstanding Performance Awards shall be deemed earned at the target level of performance, and any time-based
vesting restrictions applicable to such Performance Awards shall be subject to Section 9.3 (double-trigger), or shall immediately lapse
if the Awards are not assumed or substituted.
Section 9.5 Committee Discretion.
The Committee shall have broad discretion to
take such other actions in connection with any CIC or corporate transaction as it deems equitable and in the best interests of the Company
and its stockholders, including without limitation paying a cash amount in exchange for cancellation of underwater Options and SARs,
requiring Awards to be exercised before a CIC closes, or otherwise treating all similarly situated Participants on a consistent basis.
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ARTICLE 10 WITHHOLDING; TAX MATTERS
Section 10.1 Withholding Obligations.
The Company shall have the authority and right
to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local, and
foreign taxes (including FICA, FUTA, and any applicable employment taxes) required by law to be withheld with respect to any taxable
event arising from an Award. Withholding obligations shall be satisfied by one or more of the following methods, as elected by the Participant
(subject to Committee approval): (a) cash payment; (b) withholding of shares of Stock from shares otherwise deliverable under the Award,
not to exceed the maximum statutory rate; (c) tender of shares already owned by the Participant; or (d) a broker-assisted same-day sale.
Section 10.2 Section 409A Compliance.
To the extent any Award constitutes or provides
for the payment of “nonqualified deferred compensation” within the meaning of Section 409A, it is intended that such Award
shall comply with the requirements of Section 409A, and the Plan and any Award Agreement shall be interpreted accordingly. In no event
shall the Company or any Affiliate be liable to any Participant for any taxes, interest, or penalties imposed under Section 409A.
Notwithstanding any provision of the Plan or
an Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A as of the
date of the Participant’s separation from service (as defined in Section 409A), then any payment or benefit that would constitute nonqualified
deferred compensation and that would otherwise be paid or provided within six (6) months following such separation from service shall
instead be accumulated and paid or provided on the first business day that is more than six (6) months after the date of the separation
from service (or, if earlier, the date of the Participant’s death). This six-month delay provision shall apply to the minimum extent
necessary to comply with the requirements of Section 409A.
ARTICLE 11 AMENDMENT AND TERMINATION
Section 11.1 Board and Committee Authority.
The Board or the Committee may at any time amend,
suspend, or terminate the Plan in whole or in part. No amendment, suspension, or termination of the Plan shall materially impair the
rights of any Participant with respect to an Award previously granted without the consent of such Participant, except to the extent necessary
to comply with applicable law or applicable stock exchange requirements, to avoid adverse tax consequences (including under Section 409A),
or as provided in Article 9.
Section 11.2 Stockholder Approval Requirements.
Stockholder approval shall be required for any
amendment to the Plan that would:
(a)
materially
increase the number of shares available under the Plan (other than pursuant to Article 9);
(b)
expand the
class of persons eligible to participate in the Plan;
(c)
materially
extend the term of the Plan;
(d)
reduce the
minimum Exercise Price requirements of Article 5 (other than pursuant to Article 9);
(e)
permit the
repricing of outstanding Options or SARs without stockholder approval (as described in Section
4.5); or
(f)
otherwise require
stockholder approval under applicable law or the rules of any securities exchange on which
the Stock is listed.
Section 11.3 Amendment of Outstanding Awards.
Subject to Section 11.1 and Section 4.5, the
Committee may amend any outstanding Award Agreement at any time, including to accelerate vesting, extend the term (subject to the maximum
term), waive forfeiture conditions, change the form of settlement, or make other modifications; provided that no such modification that
would adversely affect the Participant’s rights shall be made without the Participant’s written consent.
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ARTICLE 12 TRANSFERABILITY
Section 12.1 General Prohibition.
Except as provided in Section 12.2, no Award
and no interest therein shall be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of by a Participant other
than by will or by the laws of descent and distribution, and no Award may be made subject to execution, attachment, or similar process.
During the Participant’s lifetime, an Award may be exercised only by the Participant or, if the Participant is incapacitated, by the
Participant’s legal guardian or legal representative.
Section 12.2 Permitted Transfers.
The Committee may, in its sole discretion, permit
a Participant to transfer an NQSO (but not an ISO) to (a) a member of the Participant’s immediate family, (b) a trust for the benefit
of the Participant or the Participant’s immediate family, or (c) a partnership, limited liability company, or other entity all of whose
interests are owned by the Participant or members of the Participant’s immediate family, in each case for no consideration. Any permitted
transferee shall be bound by all of the terms and conditions of the Plan and the applicable Award Agreement.
ARTICLE 13 CONDITIONS AND RESTRICTIONS
Section 13.1 Securities Law Compliance.
No shares of Stock shall be issued pursuant to
any Award unless (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is then
in effect with respect to such shares, or (ii) the issuance of such shares is exempt from registration under the Securities Act. The
Company shall not be obligated to take any action to cause any issuance or delivery of shares to comply with any law or regulation.
Section 13.2 Form S-8 Filing Covenant.
The Company covenants to use commercially reasonable
efforts to file one or more registration statements on Form S-8 (or any successor form) with the Securities and Exchange Commission to
register the issuance of shares under the Plan as soon as practicable following the Effective Date. The Company shall use commercially
reasonable efforts to keep each such registration statement continuously effective.
Section 13.3 Restrictive Legends.
The Company may require that certificates (or
book entries) representing shares of Stock issued under the Plan bear such legends or notations as the Committee deems necessary or appropriate
to reflect restrictions on transfer imposed under the Plan, any Award Agreement, or applicable law, including under applicable securities
laws and any stockholders’ agreement.
Section 13.4 Market Stand-Off.
Each Participant shall, if requested by the Company
and any underwriter in connection with a public offering of the Company’s securities, agree not to sell, transfer, or otherwise dispose
of any shares of Stock or other securities of the Company for a period of up to 180 days following the effective date of a registration
statement (or such shorter period as the underwriter may specify), subject to standard exceptions and carve-outs. Participants shall
execute such agreements as the Company or underwriter may reasonably request to give effect to this provision.
Section 13.5 Clawback and Recoupment.
Notwithstanding any other provision of the Plan
or any Award Agreement, all Awards granted under the Plan and all payments and shares delivered thereunder shall be subject to (a) any
clawback, recoupment, or compensation recovery policy adopted or required to be adopted by the Company pursuant to the Dodd-Frank Wall
Street Reform and Consumer Protection Act or other applicable law, including any policy required by Section 10D of the Exchange Act and
the related SEC rules and applicable stock exchange listing requirements, (b) any other clawback policy adopted by the Board or Committee
from time to time, and (c) the Cause look-back described in Section 6.6. Each Participant, by accepting an Award, agrees to be bound
by and to comply with any such clawback policy and to promptly return any amounts required thereunder.
Section 13.6 Trading Policy.
All transactions involving the Company’s securities
by Participants shall be subject to the Company’s insider trading policy, any applicable pre-clearance or blackout requirements, and
any trading plans (including Rule 10b5-1 plans) adopted in accordance with such policy. The Company shall not be liable to any Participant
for any reduction in the value of an Award resulting from delays in settlement or exercise resulting from trading policy restrictions.
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ARTICLE 14 FOREIGN PARTICIPANTS AND SUB-PLANS
Section 14.1 Foreign Participants.
The Committee may grant Awards to Participants
who are foreign nationals or employed or providing services outside the United States. The Committee may, in its sole discretion, adopt
sub-plans, special provisions, or procedures applicable to Participants in particular jurisdictions, which may modify, supplement, or
supersede the standard terms and conditions of the Plan with respect to such Participants, to the extent necessary or advisable to comply
with applicable foreign laws, regulations, or tax requirements or to obtain more favorable tax treatment for the Company, its Affiliates,
or the Participant.
Section 14.2 Sub-Plans.
Any sub-plans adopted pursuant to Section 14.1
shall be deemed part of the Plan for all purposes, but shares available under such sub-plans shall reduce the applicable pool. The Committee
shall have authority to amend any sub-plan without stockholder approval, unless stockholder approval is required under applicable law
or the terms of the sub-plan.
ARTICLE 15 GENERAL PROVISIONS
Section 15.1 No Right to Service.
Nothing in the Plan or any Award Agreement shall
confer upon any Participant any right to continue in the employ or service of the Company or any Affiliate, or to remain a Director of
the Company, or shall interfere with or restrict in any way the right of the Company to terminate the employment or service of any Participant
at any time, with or without Cause, subject to applicable law and any contractual rights.
Section 15.2 Unfunded Plan.
The Plan is intended to be an unfunded plan for
incentive compensation. With respect to any payment not yet made to a Participant, nothing in the Plan shall give the Participant any
rights greater than those of a general unsecured creditor of the Company. The Company shall not be required to segregate any assets that
may at any time be represented by Awards made pursuant to the Plan.
Section 15.3 Governing Law.
The Plan and each Award Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada, without regard to any conflicts of law or choice of law provisions. Any dispute arising
under the Plan shall be subject to the exclusive jurisdiction of the federal or state courts located in the State of Nevada.
Section 15.4 Severability.
If any provision of the Plan or any Award Agreement
is or becomes, or is deemed to be, invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed amended without materially altering the intent of the
Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of the Plan or such Award Agreement
shall remain in full force and effect.
Section 15.5 Data Privacy.
By accepting an Award, each Participant consents
to the collection, use, processing, and transfer of personal data relating to the Participant (including name, address, compensation
information, and Award data) by the Company and its Affiliates, their employees, agents, and service providers, for the purpose of administering
the Plan, complying with applicable law, and managing the Company’s equity compensation obligations, to the extent permitted by applicable
data protection laws. The Company shall implement reasonable safeguards to protect such data.
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Section 15.6 Electronic Delivery.
The Company may, in its sole discretion, deliver
any documents related to the Plan or any Award (including the Plan, Award Agreements, prospectuses, annual reports, and other information
required to be delivered) by electronic means, including email, posting on the Company’s intranet, or through an equity administration
platform. Participants who consent to electronic delivery shall be deemed to have received all such documents upon their electronic delivery.
Section 15.7 No Fractional Shares.
No fractional shares of Stock shall be issued
or delivered pursuant to any Award. The Committee shall determine whether cash, additional Awards, or other consideration shall be used
in lieu of fractional shares, and such determination shall be final and binding.
Section 15.8 Headings.
Section and article headings are for convenience
of reference only and shall not be used in interpreting or construing the Plan.
ARTICLE 16 TERM OF PLAN
Section 16.1 Term.
Unless earlier terminated by the Board pursuant
to Article 11, the Plan shall remain in effect until the tenth (10th) anniversary of the Effective Date; provided, however, that ISOs
may not be granted under the Plan after the tenth (10th) anniversary of the date the Plan is adopted by the Board. Termination of the
Plan shall not affect the terms or conditions of any Award granted prior to such termination. Awards outstanding as of the date of termination
shall remain outstanding in accordance with their terms.
ARTICLE 17 EXECUTION
Section 17.1 Adoption.
IN WITNESS WHEREOF, Boxlight Corporation has
caused this Plan to be adopted by its Board of Directors as of the Effective Date set forth on the cover page.
BOXLIGHT CORPORATION
By:
Name:
[  ]
Title:
[  ]
Approved by the Board of Directors on: September
17, 2026
Approved by the Stockholders on: [
], 2026
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APPENDIX D
FORM OF CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF BOXLIGHT CORPORATION
Pursuant to NRS 78.385 and 78.390
Boxlight Corporation, a corporation organized
and existing under the laws of the State of Nevada (the “
Corporation
”), hereby certifies as follows:
1.
The name
of the Corporation is
Boxlight Corporation
.
2.
The Board
of Directors of the Corporation duly adopted resolutions approving the amendment to the Articles of Incorporation set forth below
and declaring the amendment advisable.
3.
The Board of Directors approved the amendment in accordance with NRS 78.390(8), and no stockholder approval was required. The amendment was also submitted to the stockholders at a special meeting of stockholders held on November 10, 2026, and approved by a majority of the votes cast thereon.
4.
Article
First of the Articles of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:
“The name of the Corporation
is Boxlight Group Corporation.”
5.
All other
provisions of the Articles of Incorporation, as amended, remain in full force and effect.
IN WITNESS WHEREOF, the undersigned authorized
officer of the Corporation has executed this Certificate of Amendment as of [●], 2026.
BOXLIGHT CORPORATION
By:
Name:
[●]
Title:
[●]
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Mr AB Sample Sample Street Sample Town Sampleshire, XXX XXX PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or telephone. Vote Your Proxy on the Internet: Go to www.AALvote.com/BOXL Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote Your Proxy by Phone: Call 1-866-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. As a stockholder of Boxlight Corporation you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic or telephonic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m. Eastern Time, on November 9, 2026. PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. t t BOXLIGHT CORPORATION SPECIAL MEETING OF STOCKHOLDERS NOVEMBER 10, 2026 AT 10:00 A.M. EASTERN TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS By this Proxy, the undersigned shareholder of Boxlight Corporation hereby appoints Michael Pope, with full power of substitution, as their proxy to represent and vote all of the undersigned's shares of Class A Common Stock of Boxlight Corporation held of record by the undersigned at the close of business on September 17, 2026, at the Special Meeting of Stockholders to be held on November 10, 2026 at 10:00 a.m. Eastern Time, or any adjournments or postponements thereof, with all powers which the undersigned would possess if present at the meeting. The Special Meeting of Stockholders will be held virtually. In order to attend the meeting, you must register at https://web.viewproxy.com/BOXL/2026SM by 11:59 p.m. ET on November 9, 2026. On the day of the Special Meeting of Stockholders, if you have properly registered, you may enter the meeting by clicking on the link provided. Further instructions on how to attend and vote at the Special Meeting of Stockholders are contained in the Proxy Statement. This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is provided, the proxies named above will vote FOR Proposals 1-8. Signature_____________________________________________________ Date_________________________________________________________ Title__________________________________________________________ Signature (Joint Owners)______________________________________ NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, limited liability company, or partnership, please sign in full corporate, limited liability company, or partnership name by authorized officer or person. Address Change: (If you noted any Address Changes above, please mark box.) o CONTROL NUMBER CONTROL NUMBER Mr AB Sample Sample Street Sample Town Sampleshire, XXX XXX
The Board of Directors of the Company recommends that you vote "FOR" Proposals 1-8. Please mark your votes like this Proposal 1: To grant discretionary authority to the Company's board of directors ("the Board") to (i) amend the Company's articles of incorporation, as amended (the "Articles of Incorporation"), to effect one or more reverse stock splits of all outstanding shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Common Stock"), at a ratio of up to 1,000-for-1, with the exact ratio or ratios to be determined by the Board at its sole discretion and (ii) effect such reverse stock splits, if any, within three (3) years of the date the proposal is approved by stockholders (the "Reverse Stock Splits Proposal"); FORoAGAINSToABSTAIN o Proposal 2: To approve, for purposes of Nasdaq Listing Rule 5635(d) (the "Nasdaq Rules") of the Nasdaq Stock Market LLC ("Nasdaq"), the issuance of more than 19.99% of our outstanding shares of Class A Common Stock, (a) issuable upon conversion of the Company's Series D Preferred Stock, which was issued and sold pursuant to that certain Securities Purchase Agreement, dated August 5, 2026, by and among the Company and the purchasers named therein (the "Securities Purchase Agreement") (b) issuable upon conversion of the Company's Series E Convertible Preferred Stock (the "Series E Preferred Stock"), which was issued and sold pursuant to that certain Securities Purchase Agreement, dated September 30, 2026, by and between the Company and J.J. Astor & Co. (the "Series E Securities Purchase Agreement") and which Series E Preferred Stock votes with the Class A Common Stock on an "as converted" basis, and (c) issuable pursuant to that certain Equity Purchase Agreement, dated August 5, 2026, by and between the Company and Secure Net Capital LLC (the "ELOC"), at prices that may be less than the "minimum price" (as defined under Nasdaq rules), and, with respect to the Series E Preferred Stock, to approve such issuance for purposes of Nasdaq Listing Rules 5635(b) and 5635(c) and the right of the holders of the Series E Preferred Stock to vote such shares on an "as converted" basis in excess of 19.99% of the voting power of the Company outstanding as of September 30, 2026, and to approve and ratify the transactions contemplated by the Series E Securities Purchase Agreement (the "Exchange Cap Proposal"); FORoAGAINSToABSTAIN o Proposal 3: To approve the sales or issuances of Class A Common Stock at prices below the exercise price then in effect under the existing WhiteHawk Finance LLC warrant agreement, dated as of December 31, 2021 (the "WhiteHawk Proposal"); FORoAGAINSToABSTAIN o When properly executed, your proxy card/voting instruction form will be voted in the manner you direct. If you do not specify your choices, your shares will be voted "FOR" Proposals 1-8. PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. t t Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on November 10, 2026: The Proxy Statement is available at: https://web.viewproxy.com/BOXL/2026SM Proposal 4: To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Splits Proposal, the Exchange Cap Proposal, the WhiteHawk Proposal, the Authorized Share Increase Proposal, the J.J. Astor Proposal, the 2026 Plan Proposal and the Name Change Proposal (each as defined below) if there are not sufficient votes at the Special Meeting to approve and adopt any or all of such proposals (the "Adjournment Proposal"); FORoAGAINSToABSTAIN o Proposal 5: To approve an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of Class A Common Stock from 55,000,000 shares to 500,000,000 shares in order to ensure that the Company has a sufficient number of authorized but unissued shares available for the purposes described herein and for future corporate purposes, including future financings, strategic transactions, equity compensation and other general corporate purposes (the "Authorized Share Increase Proposal"); FORoAGAINSToABSTAIN o Proposal 6: To approve, for purposes of Nasdaq Listing Rules 5635(b), 5635(c) and 5635(d), the issuance of shares of Class A Common Stock upon conversion of amounts outstanding under the Company's Inventory Finance Agreement, dated May 27, 2025, as amended, with J.J. Astor & Co. (including any Make Whole Shares issuable thereunder), in excess of 19.99% of the outstanding shares of Class A Common Stock, at prices that may be less than the "minimum price" (as defined under Nasdaq rules) (the "J.J. Astor Proposal"); FORoAGAINSToABSTAIN o Proposal 7: To approve the Boxlight Corporation 2026 Equity Incentive Plan, including the reservation of 6,500,000 shares of Class A Common Stock for issuance thereunder (the "2026 Plan Proposal"); FORoAGAINSToABSTAIN o Proposal 8: To approve an amendment to the Company's Articles of Incorporation to change the name of the Company from "Boxlight Corporation" to "Boxlight Group Corporation" (the "Name Change Proposal"); and FORoAGAINSToABSTAIN o Note: Transaction of any other business as may properly come before the Special Meeting or any postponements or adjournments thereof.