UNDERWRITING AGREEMENT between STRONG GLOBAL ENTERTAINMENT, INC. and THINKEQUITY LLC as Representative of the Several Underwriters STRONG GLOBAL ENTERTAINMENT, INC.Underwriting Agreement • May 19th, 2023 • FG Group Holdings 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.
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.] MANAGEMENT SERVICES AGREEMENT by and...Management Services Agreement • May 19th, 2023 • FG Group Holdings Inc. • Photographic equipment & supplies • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of May 18, 2023, by and between FG Group Holdings Inc. (formerly Ballantyne Strong, Inc.), a Nevada 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 ‘FG Group Holdings Asset Transfer Agreement”), between Ballantyne and Strong Technical Services, Inc. (“STS”), a Nebraska corpor
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.] MASTER ASSET PURCHASE AGREEMENTMaster Asset Purchase Agreement • May 19th, 2023 • FG Group Holdings Inc. • Photographic equipment & supplies
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
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.] ASSET TRANSFER AGREEMENTAsset Transfer Agreement • May 19th, 2023 • FG Group Holdings Inc. • Photographic equipment & supplies
THEREFORE, in consideration of the mutual promises set out in this Agreement and other valuable consideration, the Transferor and the Company hereby agree with each other as follows:
LEASE 1440, Raoul-Charette Street, City of Joliette, Province of Québec, J6E 8S7Lease • May 19th, 2023 • FG Group Holdings Inc. • Photographic equipment & supplies
BETWEEN: STRONG/MDI SCREEN SYSTEMS INC., legal person, duly incorporated under the laws of the Province of Québec, having its head office at 1440, Raoul-Charette Street, City of Joliette, Province of Québec, J6E 8S7, herein acting and represented by Todd Major, its Treasurer and Secretary, duly authorized for the purposes hereof as he so declares;
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2023 • FG Group Holdings Inc. • Photographic equipment & supplies • Nevada
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 18, 2023, by and between FG Group Holdings Inc., a Nevada corporation f/k/a Ballantyne Strong, Inc., a Delaware corporation (the “Company”), and Todd R. Major, a South Carolina resident (the “Employee”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • May 19th, 2023 • FG Group Holdings Inc. • Photographic equipment & supplies
THEREFORE, in consideration of the mutual promises set out in this Agreement and other valuable consideration, the Transferor and the Company hereby agree with each other as follows:
MUTUAL TERMINATION AND RELEASEMutual Termination and Release • May 19th, 2023 • FG Group Holdings Inc. • Photographic equipment & supplies • North Carolina
THIS MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into effective as of May 18, 2023, by and between FG Group Holdings Inc., a Nevada corporation f/k/a Ballantyne Strong, Inc., a Delaware corporation (“FGH”), and Ray F. Boegner, an individual (“Ray”), regarding the mutual termination of that certain Executive Employment Agreement dated February 14, 2012, between FGH and Ray (as amended, the “Employment Agreement”).
