UNDERWRITING AGREEMENT between STRONG GLOBAL ENTERTAINMENT, INC. and THINKEQUITY LLC as Representative of the Several Underwriters STRONG GLOBAL ENTERTAINMENT, INC.Underwriting Agreement • August 29th, 2022 • Strong Global Entertainment, Inc • Photographic equipment & supplies • New York
The undersigned, Strong Global Entertainment, Inc., a company incorporated under the Business Corporations Act (British Columbia) (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Strong Global Entertainment, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2022 • Strong Global Entertainment, Inc • Photographic equipment & supplies • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [●], by and between Strong Technical Services, Inc., a Nebraska corporation (the “Company”), and Mark D. Roberson, a North Carolina resident (the “Employee”).
MANAGEMENT SERVICES AGREEMENT by and between BALLANTYNE STRONG, INC. and STRONG GLOBAL ENTERTAINMENT, INC. Dated as of [ ], 2022Management Services Agreement • August 29th, 2022 • Strong Global Entertainment, Inc • Photographic equipment & supplies • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2022, by and between Ballantyne Strong, Inc., a Delaware corporation (“Ballantyne”) and Strong Global Entertainment, Inc., a company incorporated under the laws of the Business Corporations Act (British Columbia) (“Strong Global”) is made effective as of the date of completion of the separation transaction to be effected pursuant to: (i) the Asset Transfer Agreement (the “Master Asset Purchase Agreement”) between Strong/MDI Screen Systems, Inc., a company incorporated under the laws of the Province of Quebec (“Strong/MDI Quebec”) and Strong/MDI Screen Systems, Inc., a company incorporated under the laws of the Province of British Columbia (the “New Opco”), and (ii) the other related ancillary agreements thereto, including the Asset Transfer Agreement (the ‘Ballantyne Asset Transfer Agreement”), between Ballantyne and Strong Technical Services, Inc. (“STS”), a Nebraska corporation (the Ballantyne Asset Transfer Agre
MASTER ASSET PURCHASE AGREEMENTMaster Asset Purchase Agreement • August 29th, 2022 • Strong Global Entertainment, Inc • Photographic equipment & supplies • British Columbia
STRONG/MDI SCREEN SYSTEMS, INC., a company existing under the laws of Québec with an address at 1440 Rue Raoul-Charette, Joliette, QC J6E 8S7
FORM OF PATENT ASSIGNMENTPatent Assignment • August 29th, 2022 • Strong Global Entertainment, Inc • Photographic equipment & supplies
This Patent Assignment (the “Patent Assignment”) is effective as of ______, 2022 (the “Effective Date”) by and between Ballantyne Strong, Inc., a Delaware corporation with a place of business at 5960 Fairview Road, Suite 275, Charlotte, North Carolina, 28210 (“Assignor”), and Strong Technical Services, Inc., a Nebraska corporation with a place of business at 14565 Portal Cir, La Vista, NE 68138 (“Assignee”).
iNDEMNITY Agreement BETWEEN STRONG GLOBAL ENTERTAINMENT INC. – and – [Director / SENIOR OFFICER] [date] INDEMNITY AGREEMENTIndemnity Agreement • August 29th, 2022 • Strong Global Entertainment, Inc • Photographic equipment & supplies • British Columbia
ContractAsset Transfer Agreement • August 29th, 2022 • Strong Global Entertainment, Inc • Photographic equipment & supplies • New York
[Pursuant to Item 601(a)(5) of Regulation S-K, schedules and attachments to this exhibit have been omitted. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.]
