Boxlight Corp

Class A common stock or securities convertible or exercisable into Class A common stock.

The Amendment could, under certain circumstances, have an anti-takeover effect or delay or prevent a change in control of the Company by providing the Company the capability to engage in actions that would be dilutive to a potential acquiror, to pursue alternative transactions, or to otherwise increase the potential cost to acquire control of the Company. Thus, the proposed amendment may have the effect of discouraging future unsolicited takeover attempts.

The proposed increase in the number of authorized shares of the Company’s Class A common stock will not change the number of shares of Class A common stock outstanding, nor will it have any immediate dilutive effect or change the rights of current holders of the Company’s Class A common stock. However, the issuance of additional shares of Class A common stock authorized by the Amendment may occur at times or under circumstances as to have a dilutive effect on earnings per share, book value per share or the percentage voting or ownership interest of the current holders of the Company’s Class A common stock.

Once the Amendment is approved, no further action by the shareholders would be necessary prior to the issuance of additional shares of Class A common stock unless required by law or the rules of any stock exchange or national securities association on which the Class A common stock is then listed or quoted. Under the Amendment, each of the newly authorized shares of Class A common stock will have the same rights and privileges as currently authorized Class A common stock. Adoption of the Amendment will not affect the rights of the holders of currently outstanding Class common stock of the Company nor will it change the par value of the Class A common stock, which will remain $0.0001 par value per share.

The text of the form of amendment to the Articles of Incorporation, which would be filed with the Secretary of State of the State of Nevada to effect the increase in the authorized shares of Class A common stock and the corresponding increase to the total authorized shares of stock, is set forth in Annex A to this Proxy Statement. The text of the form of Amendment accompanying this proxy statement is, however, subject to amendment to reflect any changes that may be required by the office of the Secretary of State of the State of Nevada or that our board of directors may determine to be necessary or advisable ultimately to comply with applicable law and to effect the increase in authorized shares of Class A common stock and the corresponding increase in total authorized shares of stock.

Proposal 4 requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of Class A common stock. We believe this proposal is a “routine” matter under Nasdaq continued listing rules, and, accordingly, brokers are allowed to vote on Proposal 4. However, abstentions and, in the event that Proposal 4 is deemed “non-routine” under Nasdaq continued listing rules, broker non-votes, if any, will have the effect of a vote “AGAINST” this Proposal.