UNDERWRITING AGREEMENT between STRONG GLOBAL ENTERTAINMENT, INC. and THINKEQUITY LLC as Representative of the Several Underwriters STRONG GLOBAL ENTERTAINMENT, INC.Underwriting Agreement • January 18th, 2023 • 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 • January 18th, 2023 • 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 Ray F. Boegner, a Nebraska resident (the “Employee”).
MANAGEMENT SERVICES AGREEMENT by and between FG GROUP HOLDINGS, INC. and STRONG GLOBAL ENTERTAINMENT, INC. Dated as of [ ], 2023Management Services Agreement • January 18th, 2023 • Strong Global Entertainment, Inc • Photographic equipment & supplies • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2023, by and between FG Group Holdings, Inc., a Delaware corporation (“FG Group Holdings”) 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 ‘FG Group Holdings Asset Transfer Agreement”), between FG Group Holdings and Strong Technical Services, Inc. (“STS”), a Nebraska corporation (the FG Group
ContractMaster Asset Purchase Agreement • January 18th, 2023 • Strong Global Entertainment, Inc • Photographic equipment & supplies
[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.]
FORM OF PATENT ASSIGNMENTPatent Assignment • January 18th, 2023 • Strong Global Entertainment, Inc • Photographic equipment & supplies
This Patent Assignment (the “Patent Assignment”) is effective as of ______, 2023 (the “Effective Date”) by and between FG Group Holdings, 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”).
ContractAsset Transfer Agreement • January 18th, 2023 • Strong Global Entertainment, Inc • Photographic equipment & supplies
[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.]
