Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2023

STRONG GLOBAL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-41688

N/A

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

5960 Fairview Road, Suite 275

Charlotte, NC

28210

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (704) 471-6784

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Class A Common Voting Shares, without par value		SGE		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01

Entry into a Material Definitive Agreement.

On September 12, 2023, Strong Global Entertainment, Inc. (the “Company”), Strong Technical Services, Inc., one of the Company’s subsidiaries (the “Purchaser”), Unbounded Media Corporation (“UMC”), Unbounded Services LLC, UMC’s subsidiary, and UMC’s shareholders (“UMC Shareholders”) entered into a share exchange agreement (the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the Company issued 600,000 Class A common voting shares (the “Common Shares”), in exchange of 100% of the issued and outstanding shares of UMC on a fully diluted basis (the “UMC Shares”). In connection with the Share Exchange Agreement, UMC Shareholders transferred the UMC Shares to the Purchaser and UMC became a wholly owned subsidiary of the Purchaser. The transactions contemplated by the Share Exchange Agreement were closed on September 12, 2023.

Pursuant to the Share Exchange Agreement, the Company and UMC Shareholders also signed a registration rights agreement (the “Registration Rights Agreement”), dated September 12, 2023, regarding the 600,000 Common Shares issued by the Company to UMC Shareholders. The Registration Rights Agreement provides certain registration rights to the UMC Shareholders, including that (i) ninety (90) days after September 12, 2023, the UMC Shareholders are entitled to one demand registration in any twelve (12) month period and (ii) any time on or after September 12, 2023, the UMC Shareholders have unlimited piggyback registration rights, subject to customary exceptions, terms and conditions. The Company also agreed to pay certain fees and expenses relating to registrations under the Registration Rights Agreement.

The foregoing descriptions of the Share Exchange Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Share Exchange Agreement and the Registration Rights Agreement, filed as Exhibits 10.1 and 10.2 respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The disclosure set forth in Item 1.01 above is incorporated into this Item 2.01 by reference, as applicable. On September 12, 2023, pursuant to the Share Exchange Agreement, the Company completed the acquisition of UMC through the Purchaser by acquiring all of the issued and oustanding shares of UMC.

Item 3.02

Unregistered Sales of Equity Securities.

On September 12, 2023, pursuant to the Share Exchange Agreement, the Company issued 600,000 Common Shares. The shares were issued in a private placement exempt from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended.

Item 7.01

Regulation FD Disclosure.

On September 13, 2023, the Company issued a press release regarding the acquisition of UMC, described above, which is attached hereto as Exhibit 99.1.

The press release included as Exhibit 99.1 will be deemed to be “furnished” rather than “filed,” pursuant to the rules of the Commission.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1†*		Share Exchange Agreement by and among Strong Global Entertainment, Inc., Strong Technical Services, Inc., Unbounded Media Corporation, Unbounded Services LLC and Shareholders of Unbounded Media Corporation, dated September 12, 2023.

10.2*		Registration Rights Agreement by and among Strong Global Entertainment, Inc. and Shareholders of Unbounded Media Corporation, dated September 12, 2023.

99.1		Press Release dated September 13, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Exhibits and schedules to this Exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

* Certain terms have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Registrant hereby undertakes to furnish copies of any of the terms upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STRONG GLOBAL ENTERTAINMENT, INC.

Date: September 13, 2023	By:	/s/ Todd R. Major
	Name:	Todd R. Major
	Title:	Chief Financial Officer

Exhibit 10.1

[Pursuant to Item 601(a)(5) of Regulation S-K, certain 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.]

[Pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain term to this exhibit have been omitted as they are both not material and of the type that the registrant treats as private or confidential. A copy of unredacted copy of the exhibit will be furnished supplementally to the SEC upon request.]

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (“Agreement”) dated as of September 12, 2023, by and between the shareholders listed on Appendix A (individually a “Shareholder” and collectively, “Shareholders”), Unbounded Media Corporation, a Delaware corporation (“Company”), Unbounded Services LLC, a Delaware limited liability company (“Subsidiary”), Strong Technical Services, Inc., a Nebraska corporation (“Purchaser”), and Strong Global Entertainment, Inc., a British Colombia corporation(“Parent” and collectively with Purchaser, the “Buyer Entities”).

W I T N E S S E T H

WHEREAS, Parent owns all of the issued and outstanding shares of Purchaser;

WHEREAS, Parent and Purchaser believe that it is desirable and in their best interests that Purchaser acquire 100% of the issued and outstanding shares of the Company for consideration consisting of Parent Shares (as defined in Section 2(b)) and upon the other terms and conditions set forth herein, which upon consummation of such exchange the Company would become a direct wholly owned subsidiary of Purchaser (the “Exchange”);

WHEREAS, the Shareholders own all of the issued and outstanding shares of the Company; and

WHEREAS, the Shareholders desire to exchange their shares in the Company for shares in Parent; and

WHEREAS, it is the intention of the parties hereto that: (i) Purchaser shall acquire the capital stock of the Company solely for the consideration set forth below; (ii) the issuance of Parent Shares to the Shareholders pursuant to the Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, for United States federal income tax purposes, it is intended that the Exchange will qualify as a tax-free reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue Code.

NOW THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto do hereby agree as follows:

Definitions; Incorporation of Recitals.

Certain defined terms used herein are set forth on Appendix B hereto and are incorporated by reference herein.

Each of the above Recitals is hereby incorporated by reference and made a part of this Agreement.

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The Exchange.

Exchange. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below) (i) the Shareholders will exchange, sell, convey, transfer and assign to Purchaser, free and clear of all Encumbrances, and Purchaser will purchase and accept from the Shareholders, 8,233,201 shares of the Company representing all currently issued and outstanding shares of common stock of the Company (the “Company Shares”), in the individual amounts as set forth on Appendix C, and (ii) in exchange for the transfer of such securities by the Shareholders, Parent will sell, convey, transfer and assign to Shareholders, and Shareholders will receive from Parent, 600,000 shares of Class A Common Stock of Parent, in the aggregate (the “Parent Shares”) in the individual amounts as set forth on Appendix C. Upon completion of the Exchange, all of the Company Shares shall be held by Purchaser.

Place and Time. The Closing of the Exchange (“Closing”) is occurring simultaneously with the execution and delivery of this Agreement by the parties hereto via the electronic exchange of documents, by facsimile or electronic mail transmission on the date hereof (“Closing Date”).

Deliveries by the Shareholders. At the Closing, the Shareholders shall deliver, or cause to be delivered to Buyer Entities:

(1)

Assignments separate from certificate of the Company Shares to Purchaser duly executed by each Shareholder (the “Assignments”).

(2)

A certificate of the Company executed by a duly authorized officer thereof, dated the Closing Date, certifying to the accuracy of, and attaching a copy of the certified copies of the Company’s certificate of incorporation, bylaws, and any amendments thereto and attaching a copy of a Certificate of Good Standing for the Company received no later than ten (10) days prior to Closing.

(3)

Written resignation or other evidence of removal of all officers and directors of the Company and Subsidiary.

(4)

Evidence satisfactory to Buyer Entities that all Simple Agreements for Future Equity will be converted to Company Shares simultaneous with and effective as of the Closing.

(5)

Employment Agreement by and between the Company and Peter Odiorne, duly executed by Peter Odiorne.

(6)

Employment Agreement by and between the Company and Matthew Harton, duly executed by Matthew Harton.

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(7)

Evidence satisfactory to Buyer Entities that the Company and the Shareholders have obtained all of the necessary consents required.

(8)

Evidence satisfactory to Buyer Entities that the “Loans payable to founders” as listed on the June 30, 2023 balance sheet will be converted to equity in the form of Company Shares simultaneous with and effective as of the Closing.

(9)

Any other documents or instruments as Buyer Entities may reasonably request to affect the transactions contemplated hereby.

Deliveries by Purchaser. At the Closing, the Buyer Entities shall deliver a certificate certifying that all Parent Shares have been issued in accordance with Section 2(a).

Representations and Warranties of the Majority Shareholders. Larry Swets, Jr., and Hassan Baqar (collectively the “Majority Shareholders”) hereby jointly and severally represent and warrant to Buyer Entities that:

Authority. The Shareholders, the Company and the Subsidiary have all requisite power and authority to execute, deliver and perform their obligations under this Agreement and each other Transaction Documents to be executed and delivered by it pursuant hereto. The execution, delivery and performance by the Shareholders of this Agreement and each other Transaction Document to be executed and delivered by it, and the consummation of the Contemplated Transactions, have been duly authorized by all necessary action of the Shareholders, the Company and the Subsidiary. This Agreement and each other Transaction Document to be executed and delivered by the Shareholders have been duly executed and delivered by the Shareholders and constitute valid and binding obligations of the Shareholders, enforceable against the Shareholders in accordance with their respective terms.

Organization.

(1)

The Company is duly organized, validly existing, duly registered, and in good standing under the applicable Laws of its jurisdiction of organization and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business makes such qualification necessary. Except as set forth on Schedule 3(b) and other than Subsidiary, the Company does not own or have any interest in any shares or have an ownership interest in any other Person.

(2)

The Subsidiary is duly organized, validly existing, duly registered, and in good standing under the applicable Laws of its jurisdiction of organization and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business makes such qualification necessary. The Subsidiary does not own or have any interest in any shares or have an ownership interest in any other Person.

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Shares.

(1)

Company Shares. Each Shareholder is the lawful owner, of record and beneficially, and has good, valid and marketable title to the Company Shares as set forth opposite such Shareholder’s name on Schedule 3(c), free and clear of all Encumbrances. The Company Shares have been duly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any applicable Law. The Company Shares constitute the only securities of the Company that are authorized, issued and/or outstanding. Immediately following the Closing, Purchaser shall have record and beneficial ownership of all of the Company Shares, free and clear of all Encumbrances. There are no (i) outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or calls, demands or commitments of any kind relating to the issuance, sale or transfer of, including without limitation Simple Agreement for Future Equity Agreements, or (ii) voting trusts, proxies, or other agreements or understandings in effect with respect to the voting or transfer of any securities of the Company, except those listed on Schedule 3(c). The Company and each Shareholder expressly represents that as of the Closing, all stock options and warrants have been either exercised or terminated prior to Closing or are part of the Exchange.

(2)

The Company is the lawful owner, of record and beneficially, and has good, valid and marketable title to the Subsidiary Interests free and clear of all Encumbrances. The Subsidiary Interests have been duly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any applicable Law. The Subsidiary Interests constitute the only securities of the Subsidiary that are authorized, issued and/or outstanding.

Securities Representations and Warranties.

(1)

In connection with, and in consideration of, the issuance of the Parent Shares to Shareholders, Shareholders represent that each Shareholder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under Securities Act, and hereby makes the additional representations set forth on Appendix D attached hereto to the Parent with respect to the Parent Shares, such that the Parent may rely on them in issuing the Parent Shares.

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(2)

Shareholders understand acknowledge, and agree that Parent’s grant and issuance to Shareholders of the Parent Shares has not been registered under the Securities Act because Parent believes, relying in part on Shareholders’ representations in this document, that an exemption from such registration requirement is available for such grant. Shareholders acknowledge and agree that the availability of this exemption depends upon the truthfulness and accuracy of the representations Shareholders are making to Parent in this document.

Non-Contravention; Filings and Consents.

(1)

To the Majority Shareholders’ Knowledge, the execution, delivery and performance by Shareholders and Company of this Agreement and the consummation by Shareholders and Company of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):

(i)

contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Company;

(ii)

contravene, conflict with or result in a violation or breach of any provision of any Law or Order;

(iii)

require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract to which Company is a party, or by which its properties or assets may be bound or affected or any Governmental Body affecting, or relating in any way to the Business, except as otherwise disclosed on Schedule 3(e)(iv); or

(iv)

result in the imposition or creation of any Encumbrance on, or with respect to, any of the Company Shares.

(2)

To the Majority Shareholders’ Knowledge, the execution, delivery and performance of this Agreement by Company and Shareholders and the consummation of the Contemplated Transactions hereby do not and will not require any Permit of, action by, filing with or notification to, any Governmental Body, other than any actions or filings the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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Properties. Neither the Company nor Subsidiary owns, leases, subleases, or has any interest in any real property or Tangible Personal Property.

Permits. To the Majority Shareholders’ Knowledge, the Company and Subsidiary owns, holds, lawfully uses or possesses all Permits required for the conduct of the Business.

Contracts. Schedule 3(h) lists all Material Contracts to which the Company or Subsidiary is a party.

Compliance. To the Majority Shareholders’ Knowledge, the Company and Subsidiary is in compliance with all Laws, including Permits held, or Contracts to which the Company or Subsidiary is party or that is otherwise binding on, applicable to or otherwise affects, the Business.

Litigation. Neither the Company or Subsidiary is or has been (i) subject to any outstanding Order or (ii) a party or threatened to be made a party to any Proceeding, in each case which would involve, concern or affect the Company or Company Shares.

Employment Benefit Matters. Except for medical insurance provided to Peter Odiorne and Matthew Harton, there are no, nor has there been, Benefits Plans established, maintained, operated, funded and administered by the Company.

Tax Matters. Both the Company and Subsidiary (i) have timely paid or caused to be paid all due and owing Taxes required to be paid by it through the date hereof and (ii) have filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it with the appropriate governmental authorities in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true and complete in all material respects. No liens have been filed with respect to the Company, Subsidiary or the Company Shares or Subsidiary Interests and neither the Company, Subsidiary, nor the Shareholders have been notified by the IRS or any other Taxing Authority that any issues have been raised (and are currently pending) by the IRS or any other Taxing Authority in connection with the Company, Subsidiary or any Tax Returns of the Company or Subsidiary, and no waivers of statutes of limitations have been given or requested with respect to the Company or Subsidiary relating to the filing of any Tax Returns or the collection or assessment of any Tax.

Financial Statements.

(1)

Complete copies of the Company’s and Subsidiary’s consolidated unaudited financial statements in each of the years 2020, 2021, and 2022 as part of the tax returns prepared on tax basis and a pro-forma profit and loss statement and balance sheet as of June 30, 2023 (“Financial Statements”) have been delivered to Buyer Entities. The Financial Statements are not prepared in accordance with GAAP, and present fairly in all material respects the financial condition of the Business as at the end of the covered periods and the results of its operations and its cash flows for the covered periods.

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(2)

Since the Latest Balance Sheet, the Company has (i) not made any distributions to the Shareholders, (ii) not drawn on the Line of Credit with Signature Bank, and (iii) operated the Company in the ordinary course of business.

Undisclosed Liabilities. The Company and Subsidiary have no Liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), except for liabilities reflected or reserved against in the Latest Balance Sheet and current liabilities incurred in the ordinary course of business since the Latest Balance Sheet (“Disclosed Liabilities”).

Intellectual Property.

(1)

Schedule 3(o)(1) lists all material Intellectual Property owned or used by the Company or Subsidiary.

(2)

The Company or Subsidiary is the sole and exclusive legal, beneficial and record owner of all right, title, and interest in and to the Intellectual Property necessary for the conduct of the Business as currently and historically conducted (the “Company Intellectual Property”), and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the Business as currently conducted and as proposed to be conducted, in each case, free and clear of all Encumbrances.

No Material Adverse Effect. Since June 30, 2023, there has not been any Material Adverse Effect in the Business, operations, properties, prospects, assets, or condition of the Company or Subsidiary, and no event has occurred or circumstance exists that may result in such a Material Adverse Effect.

Representations And Warranties of Purchaser.

Purchaser hereby represents and warrants to the Shareholders that:

Organization and Good Standing. Purchaser is a Nebraska corporation duly organized, validly existing, duly registered, and in good standing (as applicable) under the Laws of its jurisdiction of organization.

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Authority. Purchaser has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each other Transaction Document to be executed and delivered by it pursuant hereto. The execution, delivery and performance by Purchaser of this Agreement and each other Transaction Document to be executed and delivered by it, and the consummation of the Contemplated Transactions, have been duly authorized by all necessary action of Purchaser. This Agreement and each other Transaction Document to be executed and delivered by Purchaser have been duly executed and delivered by Purchaser and constitute valid and binding obligations of Purchaser.

Representations And Warranties of Parent.

Parent hereby represent and warrant to the Shareholders that:

Organization and Good Standing. Parent is duly organized, validly existing, duly registered, and in good standing (as applicable) under the Laws of its jurisdiction of organization.

Authority. Parent has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each other Transaction Document to be executed and delivered by it pursuant hereto. The execution, delivery and performance by Parent of this Agreement and each other Transaction Document to be executed and delivered by it, and the consummation of the Contemplated Transactions, have been duly authorized by all necessary action of Parent. This Agreement and each other Transaction Document to be executed and delivered by Parent have been duly executed and delivered by Parent and constitute valid and binding obligations of Parent.

Further Agreements Of The Parties.

Expenses; Other Payments. Except as otherwise specifically provided herein, Buyer Entities, Purchaser, Company and the Shareholders shall bear their own respective expenses (including without limitation, fees and disbursements of their respective advisors and consultants) incurred in connection with all obligations required to be performed by each of them under this Agreement.

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Confidentiality. The Shareholders agree following the Closing Date not to disclose or use at any time (and shall cause each of its Representatives (as defined below) not to use or disclose at any time) any information concerning the Business and affairs of the Company (“Confidential Information”) except to the Shareholders auditors, attorneys, financial advisors and any other consultants, agents and advisors of the Shareholders (“Representative(s)”) in connection with the consummation of the Contemplated Transactions and post-Closing matters relating thereto. It is understood that the Shareholders and the Company may disclose Confidential Information to only those Representatives who are informed by Shareholders or the Company of the confidential nature of the Confidential Information and the obligations of this Agreement. Confidential Information shall not include information now generally known or readily available to the public or which becomes so known or readily available other than as a result of a disclosure directly or indirectly by the Shareholders or their Representatives in violation of this Section 6(b) or such information developed independently by the Shareholders not in relation to the business of Company or Subsidiary. The Shareholders shall be jointly and severally responsible for any breach of this Section 6(b) by any of their Representatives. The Shareholders further agree to use reasonable best efforts to safeguard such Confidential Information and to protect it against disclosure in accordance herewith. In the event the Shareholders or any of its Representatives is required by applicable Law to disclose any Confidential Information, the Shareholders shall promptly notify Purchaser in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and cooperate with Purchaser, the Company and its subsidiaries to obtain assurances that confidential treatment shall be accorded such information consistent with applicable Law. The Shareholders acknowledge that in the event of a breach or threatened breach of this Section 6(b) money damages will not be a sufficient remedy. Therefore, in addition to all other remedies available at Law, Purchaser shall be entitled to equitable relief (including injunctive relief and specific performance) as a remedy for any such breach or threatened breach, and the parties hereby waive any requirement for the securing or posting of any bond or the showing of actual money damages in connection with such claim.

Further Assurances. Following the Closing, the parties hereto shall cooperate with each other to ensure the orderly transition of the Business of the Company from the Shareholders to Purchaser and to minimize any disruption to the Business of the Company, including the transfer of all books, Records and other existing documents and data of the Company to Purchaser. Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Contemplated Transactions.

Non-Solicitation.

(1)

Non-Solicitation of Employees and Suppliers. For a period of three (3) years following the Closing Date, Shareholders shall not, directly or indirectly, for themselves or any other person, partnership, firm, corporation, limited liability corporation, or any other entity, without the Buyer Entities express written consent, solicit, induce or attempt to solicit or induce, any employee, independent contractor, or supplier or vendor of the Buyer Entities to terminate or modify his/her/its employment, contractual or business relationship, as the case may be, with Buyer Entities (provided, however, that a general solicitation of employment or request for services through any general advertising medium in the ordinary course of business shall not violate the terms of this subsection).

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(2)

Non-Solicitation of Customers. For a period of three (3) years following the Closing Date, Shareholders shall not, directly or indirectly, for themselves or any other person, partnership, firm, corporation, limited liability corporation, or any other entity, without Buyer Entities express written consent, actively solicit or induce, or attempt to solicit or induce, any customer of Buyer Entities to reduce or divert any business away from the Buyer Entities.

Restrictions.

Vesting. All Parent Shares shall be fully vested upon issuance.

Transfer. Except for transfers not involving a change in beneficial ownership, Shareholders agree not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Parent Shares, or any beneficial interest therein, unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) such disposition will not require registration of the Parent Shares under the Securities Act.

Legends. Shareholders understand and agrees that Parent shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the Parent Shares, together with any other legends that may be required by Parent or by applicable state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.

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Rule 144. Shareholder understands that the Parent Shares are “restricted securities” under the federal securities laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances.

Tax Matters.

Transfer Taxes. All documentary, sales, use, transfer, registration, stamp and similar Taxes and fees incurred in connection with this Agreement (“Transfer Taxes”) shall be paid by the Shareholders.

Apportionment of Taxes. The Shareholders of the Company shall be liable for and shall pay all Taxes of the Company imposed with respect to, incurred in or attributable to any Pre-Closing Tax Period. Buyer Entities shall be liable for and shall pay all Taxes of the Company imposed with respect to, incurred in or attributable to any Post-Closing Tax Period.

Tax Returns. The Shareholders’ Representative and Buyer Entities shall be responsible for coordinating the filing of all Tax Returns required to be filed by the Company after the Closing Date with respect to a Pre-Closing Tax Period. The costs associated with filing such Tax Returns shall be borne by the Shareholders.

Cooperation to Qualify as a “B Reorganization.” It is intended that the Exchange will qualify as a tax-free reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue Code and the applicable regulations. In order to ensure compliance with said provisions, the parties shall take whatever steps may be necessary, including without limitation, the amendment of this Agreement.

Indemnification.

Survival. Subject to the time limitations described in Section 9(d), or as otherwise set forth in this Agreement, all representations and warranties, covenants, and obligations in this Agreement will survive the Closing.

Indemnification Obligation of the Shareholders. Majority Shareholders shall jointly and severally indemnify and hold harmless Buyer Entities and their shareholders, subsidiaries, affiliates, officers, directors, agents, employees and representatives (“Buyer Indemnitees”) for, and will pay to the Buyer Indemnitees the amount of, any Losses arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by the Majority Shareholders or Company in this Agreement or any other certificate or document delivered by the Shareholders or Company pursuant to this Agreement, (ii) any breach by the Shareholders or Company of any covenants or obligations of the Shareholders or the Company in this Agreement, (iii) any Seller Taxes, and (iv) Liabilities of the Company other than the Disclosed Liabilities.

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Indemnification Obligation of Buyer Entities. Buyer Entities will indemnify and hold harmless the Shareholders, and will pay to the Shareholders the amount of any Losses arising, directly or indirectly, from or in connection with (i) any breach of any representation or warranty made by Buyer Entities in this Agreement or any other certificate or document delivered by Buyer Entities pursuant to this Agreement, and (ii) any breach by Buyer Entities of any covenant or obligation of Buyer Entities in this Agreement.

Time Limitations. Notwithstanding anything in this Agreement to the contrary, no party shall be entitled to recover for any Losses for non-Fundamental Representations pursuant to Section 9(b)(i) or Section 9(c)(i) (as the case may be) unless written notice of a claim thereof is delivered to the other parties no later than the Limitation Date. For the purposes of this Agreement, the term “Limitation Date” shall mean the date which is 9 months following the Closing Date. For purposes of this Agreement, “Fundamental Representations” shall mean the representations and warranties described in Sections 3(a) (Authority), 3(b) (Organization), 3(c) (Company Shares), 3(k) (Tax Matters), 4(a) (Organization), 4(b) (Authority), 5(a) (Organization), and 5(b) (Authority)

Limitations on Indemnification. Majority Shareholders will have no liability with respect to matters described in Section 9(b)(i) until Buyer Indemnitees have suffered an aggregate loss in excess of $150,000.00 (the “Threshold”), in which event the Buyer Indemnitees shall be entitled to indemnification from Majority Shareholders for all amounts in excess of the Threshold. Majority Shareholders’ obligation under Section 9(b) for any Damages incurred under Section 9(b) shall be capped at the value of Majority Shareholders’ Parent Shares at the time the claim for indemnification under Section9(b) is made.

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Procedure for Indemnification.

(1)

Third-Party Claims. If any party receives notice (the “Indemnified Party”) of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement (a “Third-Party Claim”) against such Indemnified Party with respect to which the other Party (the “Indemnifying Party”) is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, such counsel being reasonably approved by Indemnified Party, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Shareholders’ Representative and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of Section 6(c)) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

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(2)

Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

(3)

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

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10.

Shareholders’ Representative

Power of Attorney. Shareholders hereby irrevocably appoint Hassan Raza Baqar as the Shareholders’ true and lawful attorney-in-fact and agent (“Shareholders’ Representative”) and authorize Shareholders’ Representative acting on behalf of the Shareholders and in their name, place, and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with the Contemplated Transactions, as fully to all intents and purposes as the Shareholders might or could do in person, including, without limitation: (i) to receive all amounts payable to the Shareholders under this Agreement or the Transaction Documents as agent for the Shareholders; (ii) to take any and all action on behalf of the Shareholders from time to time as Shareholders’ Representative may deem necessary or desirable and to engage agents and Representative (including accountants and legal counsel) to assist in connection therewith; (iii) to take any and all action on behalf of the Shareholders from time to time as Shareholders’ Representative may deem necessary or desirable and to make or enter into any waiver, amendment, agreement, opinion, certificate or other document contemplated hereunder; (iv) to deliver and receive all notices required to be delivered by or to the Shareholders; and (v) take such other action as the Shareholders’ Representatives may deem appropriate, including without limitation: (x) taking any actions required or permitted under the Transaction Documents to protect or enforce Shareholders’ rights thereunder; and (y) all such other matters as the Shareholders’ Representatives may deem necessary or appropriate to carry out the intent and purposes of the Transaction Documents.

Acknowledgement by the Shareholders. The Shareholders acknowledge and agree that upon execution and delivery by Shareholders’ Representative of any waiver, amendment, agreement, opinion, certificate, or other document executed by Shareholders’ Representative pursuant to this Section 10(b), Shareholders shall be bound by such documents as fully as if such Shareholders had executed and delivered such documents.

Actions of Shareholders’ Representative. Shareholders agree that Buyer Entities shall be entitled to rely on any action taken by the Shareholders’ Representative, on behalf of Shareholders pursuant to Section 10(a) without any further inquiry, and that each such action shall be binding on each Shareholder as fully as if such Shareholder had taken such action.

Successor. In the event of the resignation, removal, death or incapacity of Hassan R. Baqar or any subsequent Shareholders’ Representative, the Shareholders shall appoint a successor to such Shareholders’ Representative that is a party to this Agreement. Such Shareholders’ Representative must be elected by a majority of the remaining Shareholders listed on Appendix A.

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Survival. The provisions of this Section 10 shall survive the closing of the transactions contemplated under this Agreement.

11.

Miscellaneous.

Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way to the subject matter hereof.

Amendment and Modification; Waiver. No amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer Entities and Shareholders’ Representative. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Governing Law. This Agreement shall be governed by and construed in accordance with the internal Laws of the State of New York without giving effect to any choice or conflict of Law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of applicable Laws of any jurisdiction other than those of the State of New York.

Jurisdiction and Venue. Each of the parties hereto irrevocably (i) submits to the exclusive jurisdiction of the state courts of the State of New York or in the absence of state jurisdiction, a federal court sitting in New York in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court and (iii) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each of the parties hereto agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 11(h). Nothing in this Section 11(d), however, shall affect the right of any party hereto to serve legal process in any other manner permitted by Law. Each party hereto agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law.

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Waiver of Trial by Jury. THE PARTIES HERETO WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE CONTEMPLATED TRANSACTIONS, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING.

Specific Performance. Each party hereby agrees that if any of the provisions of this Agreement and the other Transaction Documents were not performed by the other party in accordance with their specific terms or were otherwise breached by the parties hereto: (i) irreparable damage would occur to the non-breaching party, (ii) no adequate remedy at Law would exist and damages would be difficult to determine and (iii) that the non-breaching party shall be entitled to specific performance of the terms hereof and thereof. The parties further agree that no party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11(f), and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Headings. The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or when received if delivered by e-mail, (ii) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (iii) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the address, facsimile number or e-mail address set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

to Buyer Entities:

Strong Global Entertainment

Attention: Mark Roberson

5960 Fairview Road

Suite 275

Charlotte, NC 28210

Email: mark.roberson@strong-entertainment.com

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with a copy (which shall not constitute notice) to:

Momkus LLP

Attention: Bret R. Klemetson

1001 Warrenville Road

Suite 500

Lisle, Illinois 60532

E-mail: bklemetson@momkus.com

to the Shareholders’ Representative:

Hassan R. Baqar

104 S. Walnut Street, Unit 1A

Itasca, IL 60143

E-mail: hbaqar@sequoiafin.com

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party hereto (by operation of Law or otherwise) without the prior written consent of each party hereto and any attempted assignment without the required consent shall be void; provided, that Buyer Entities may assign this Agreement or any of its rights or obligations hereunder to any of its affiliates or as collateral security to any of its lenders or other financing sources.

Severability. If any provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision hereof, as long as the remaining provisions, taken together, are sufficient to carry out the overall intentions of the parties as evidenced hereby.

Construction. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A facsimile or .PDF of any executed counterpart transmitted electronically by e-mail or fax shall be as binding as an original signature.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

UNBOUNDED MEDIA CORPORATION, a Delaware Corporation

By:	/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Its:	Secretary

UNBOUNDED SERVICES LLC, a Delaware Limited Liability Company

BY:	UNBOUNDED MEDIA CORPORATION, its Managing Member

By:	/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Its:	Secretary of Managing Member

Strong Technical Services, Inc., a Nebraska Corporation

By:	/s/ Mark Roberson
Name:	Mark Roberson
Its:	Chairman

Strong Global Entertainment, Inc., a British Columbia Corporation

By:	/s/ Mark Roberson
Name:	Mark Roberson
Its:	Chief Executive Officer

[Signature Page 1 of 3 to Share Exchange Agreement]

/s/ Larry G. Swets, Jr.
Larry G. Swets, Jr., individually

/s/ Hassan R. Baqar
Hassan R. Baqar, individually

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for Peter S.
Odiorne

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for
[***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

[Signature Page 2 of 3 to Share Exchange Agreement]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

/s/ Hassan R. Baqar
Hassan R. Baqar, Attorney-In-Fact for [***]

[Signature Page 3 of 3 to Share Exchange Agreement]

Appendix A

Shareholders of Unbounded Media Corporation

[***]

Appendix B

Definitions And Rules Of Construction.

As used in this Agreement, the following terms shall have the meanings specified or referred to below:

“Benefit Plans” means any plan, agreement or arrangement (whether written or unwritten, funded or unfunded, formal or informal), including “employee pension benefit plans” as such term is defined in Section 3(2) of ERISA, “employee welfare benefit plans” as such term is defined in Section 3(1) of ERISA, and any other plan, policy, agreement or arrangement involving: change of control benefits, retention benefits, profit-sharing, deferred compensation, bonuses, stock options, stock purchase rights, phantom stock, stock appreciation, other equity or membership interests, employee stock ownership or other forms of incentive compensation, severance benefits, life insurance, accident insurance, other insurance, disability benefits, supplemental unemployment benefits, health, medical, dental or vision benefits, employee assistance programs, dependent care benefits, travel, fringe benefits, workers’ compensation, paid time off, vacation, holiday, sick leave, personal leave, tuition benefits, or post-retirement compensation, including defined benefit pension plans of, or relating to, the Company or any of its affiliates.

“Business” means the business of the Company to the extent conducted by the Company and its subsidiaries as of or prior to the Closing Date.

“Business Day” means any day that is not a Saturday or a Sunday or a day on which banks located in the United States of America are authorized or required to be closed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contemplated Transactions” means the transactions contemplated by this Agreement and the other Transaction Documents, including without limitation the sale of the Company Shares by the Shareholders to Purchaser.

“Contract” means any written or oral agreement, undertaking, arrangement, contract (including any contract or subcontract with a Governmental Body), Permit, loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, lease, equipment lease, purchase order or other agreement, supply commitment or other commitment, instrument, concession, franchise or license, including for the avoidance of doubt the organizational documents of a Person and, with respect to the Company and its subsidiaries, any Benefit Plan.

“Encumbrance” means any security interest, mortgage, easement, encroachment, right of way, lien (statutory or other), charge, community property interest, pledge, condition, equitable interest, option, right of first refusal, adverse claim or restriction of any kind, except for Permitted Encumbrances.

“Governmental Body” means any domestic or foreign national, state, multi-state, provincial or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental or private body (including any self-regulatory organization) exercising any regulatory or Taxing Authority thereunder).

“IRS” shall mean the U.S. Internal Revenue Service.

“Intellectual Property” means any and all of the following arising pursuant to the Laws of any jurisdiction throughout the world: (i) trademarks, service marks, trade names, and similar indicia of source or origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights and all registrations and applications for registration thereof; (iii) trade secrets and know-how; (iv) patents and patent applications; (v) internet domain name registrations; and (vi) other intellectual property and related proprietary rights.

“Knowledge” means with respect to the Majority Shareholders, knowledge of a particular fact or matter: (i) if such individual has actual knowledge of such fact or matter or (ii) if such individual could reasonably have acquired actual knowledge of such fact or matter in the ordinary course of performance of such individual’s duties as an employee, officer or shareholder of the Company after inquiry, with respect to such fact or matter, of the Company’s employees and after reasonable investigation with respect to such fact or matter.

“Law” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or other requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body or any Order.

“Latest Balance Sheet” means the unaudited pro-forma balance sheet of Company as of June 30, 2023 provided to Buyer Entities during due diligence.

“Liability” means, with respect to any Person, any liability or obligation of such Person of any kind, known or unknown, whether absolute or contingent, matured or unmatured, conditional or unconditional, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, or due or to become due.

“Licensed Intellectual Property” means all Intellectual Property in which the Company holds any rights or interests granted by other Persons, including each Shareholder.

“Losses” means any and all losses, claims, shortages, damages, Liabilities, expenses (including reasonable attorneys’ and other professionals’ fees), assessments, Tax deficiencies and Taxes (including interest and penalties thereon), whether or not foreseeable.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the Business, results of operations, condition (financial or otherwise) or assets of the Company, or (b) the ability of the Shareholders to consummate the transactions contemplated hereby on a timely basis.

“Material Contract” means any Contract providing for either (A) annual payments by the Company or Subsidiary in excess of $15,000; or (B) give rise to anticipated receipts by the counterparty to the Contract of more than $15,000 in any calendar year.

“Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA.

“Order” means any charge, order, writ, injunction, judgment, decree, ruling, determination, stipulation, directive, award, settlement or compliance agreement, whether civil, criminal or administrative, corporate integrity agreement, subpoena, or legally binding determination or finding of any Governmental Body.

“Permit” means all licenses, permits, consents, approvals, authorizations, franchises, certificates, registrations, qualifications, filings, accreditations, waivers, exemptions, releases, variances, provider agreements, Orders and similar rights under any Laws or of, with or issued by any Person, including without limitation, any Governmental Body.

“Permitted Encumbrance” means any security interest held by Signature Bank related to the outstanding line of credit.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, association, unincorporated organization, other entity or Governmental Body.

“Post-Closing Tax Period” means any taxable period of the Company or its subsidiaries beginning after the Closing Date.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date.

“Proceeding” means an audit, suit, complaint, claim, charge, investigation, review, monitoring of activities, inquiry, examination, action, suit, proceeding or arbitration, civil, criminal, regulatory or otherwise, at Law or at equity, whether pending or threatened.

“Records” means any and all documents (including, without limitation, Contracts, Permits and Orders), materials, records, accounts, statements (financial or otherwise) and other information (oral and written) with respect to the Business, the conduct of the Business, the Company and its respective properties, including, without limitation, any of the foregoing provided to Purchaser or its Representatives in respect to any due diligence request lists or other requests, and including, for the avoidance of double, in any data room hosted by the Shareholders or any of its Representatives in connection with the transactions contemplated by this Agreement.

“Seller Taxes” means (i) Taxes of the Company for any Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date); (ii) Taxes for any Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) payable by the Company pursuant to a contract entered into by the Company prior to the Closing Date or payable by the Company as a result of successor or transferee Liability from any transaction engaged in by the Company prior to the Closing Date; (iii) Taxes to the extent resulting from a breach by the Shareholders of any covenant contained in Section 8; and (iv) Taxes to the extent resulting from a breach by the Shareholders of any Tax representation.

“Straddle Period” means any taxable period beginning on or prior to and ending after the Closing Date.

“Subsidiary Interests” means all issued and outstanding membership interests of Subsidiary.

“Tangible Property” means, with respect to a Person, any and all buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property (including electrical, plumbing, sprinklers and fire safety systems) owned, leased or licensed by such Person or that such Person otherwise has a legally binding right to use and/or operate.

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Taxing Authority” means a Governmental Body having jurisdiction over the assessment, determination, collection, or other imposition of any Tax, including without limitation, the IRS.

“Tax Returns” means returns, reports, declarations, claim for refund, information return or statement relating to Taxes and forms filed or required to be filed with any Taxing Authority, including any schedules and attachments thereto and any amendments thereof.

“Transaction Documents” means this Agreement and each other agreement, certificate, document or instrument to be delivered pursuant to this Agreement or in connection with the transactions contemplated hereby.

Appendix C

Parent Share Exchange

[***]

Appendix D

SECURITIES REPRESENTATIONS AND WARRANTIES

1. Purchasing for Own Investment; Accredited Investor. Shareholder has not been formed for the purpose of acquiring the Parent Shares and holds assets in addition to the Parent Shares. Shareholder is acquiring the Parent Shares solely for investment purposes, and not for further distribution. Shareholder’s entire legal and beneficial ownership interest in the Parent Shares is being acquired and shall be held solely for Shareholder’s account. Shareholder is not a party to, and does not presently intend to enter into, any contract or other arrangement with any other person or entity involving the resale, transfer, grant of participation with respect to or other distribution of any of the Parent Shares.

2. Ability to Protect Own Interests. Shareholder and its directors and beneficial owners are knowledgeable investors and can properly evaluate the merits and risks of an investment in the Parent Shares and can protect Shareholder’s own interests in this regard.

3. Informed About Parent. Shareholder is sufficiently aware of Parent’s business affairs and financial condition to reach an informed and knowledgeable decision to acquire the Parent Shares.

4. Economic Risk. Shareholder realizes that an investment in the Parent Shares involves a high degree of risk, and that Parent’s future prospects are uncertain. Shareholder is able to hold the Parent Shares indefinitely if required, and is able to bear the loss of Shareholder’s entire investment in the Parent Shares.

Schedule 3(b)

[***]

Schedule 3(c)

[***]

Schedule 3(e)(iv)

[***]

Schedule 3(h)

[***]

Schedule 3(o)(1)

[***]

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 12, 2023, is made and entered into by and among Strong Global Entertainment, Inc., a British Colombia corporation (the “Company”) and the persons identified on the signature page hereto (the “Unbounded Holders”, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company and the Unbounded Holders are parties to that certain Share Exchange Agreement of even date herewith (the “Share Exchange Agreement”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Share Exchange Agreement, the Company and the Holders hereby agree that this Agreement shall govern the registration rights of the Holders.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Share Exchange Agreement.

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Business Day” shall mean any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

“Closing Date” shall mean the closing date for the transactions contemplated in the Share Exchange Agreement.

“Common Shares” shall mean the Class A Common Voting Shares of the Company.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble.

“Demand Exercise Notice” shall have the meaning given in subsection 2.1.1.

“Demand Registration” shall have the meaning given in subsection 2.1.1.

“Demand Registration Period” shall have the meaning given in subsection 2.1.1.

“Demand Registration Request” shall have the meaning given in subsection 2.1.1.

“Demanding Holder” shall have the meaning given in subsection 2.1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-3” shall mean Form S-3 for the registration of securities under the Securities Act promulgated by the Commission.

“Holders” shall have the meaning given in the Preamble hereto.

“Initiating Holders” shall have the meaning given in subsection 2.1.1.

“Maximum Number of Securities” shall mean the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were made) not misleading.

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities under this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“Pro Rata” shall have the meaning given in subsection 2.2.1.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean the Common Shares issued in connection with the transactions contemplated by the Share Exchange Agreement, and any other equity security issued or issuable with respect to these such Common Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold and have been sold by the Holder without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(a) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Common Shares are then listed;

(b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(d) reasonable fees and disbursements of counsel for the Company;

(e) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;

(f) reasonable and documented fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration; and

(g) the costs and expenses of the Company and any of its officers, directors, counsel or other representatives in connection with presentations or meetings undertaken in connection with the offering of the Registrable Securities, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any electronic road shows, fees and expenses of any consultants engaged in connection with road show presentations, and travel, lodging, transportation, and other expenses of the officers, directors, counsel and other representatives of the Company incurred in connection with any such presentations or meetings.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Share Exchange Agreement” shall have the meaning given in the Preamble hereto.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall have the meaning given in subsection 2.2.1.

ARTICLE II

REGISTRATIONS

2.1 Demand Registration.

2.1.1 Demand Registration. Subject to Section 2.3 at any time and from time to time after ninety (90) days after the Closing Date, the Holders of a majority in interest of the then-outstanding number of Registrable Securities shall have the right to make a written demand to effect one or more registration statements under the Securities Act covering all of their Registrable Securities (the “Demanding Holders”), by delivering a written demand therefor to the Company, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. Any such request by any Demanding Holder pursuant to this subsection 2.1.1 is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Demanding Holders making such demand for registration being referred to as the “Initiating Holders”). Subject to Section 2.3, the Demanding Holders shall be entitled to request (and the Company shall be required to effect) an aggregate of one (1) Demand Registration in any twelve (12)-month period pursuant to this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Demand Registration shall not be counted for such purposes unless a Registration Statement has become effective; provided, further, that a Demand Registration shall be counted for such purposes if all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Demand Registration have been so registered. The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities as promptly as practicable but no later than ten (10) Business Days after receipt of the Demand Registration Request. The Company, subject to Section 2.3, shall include in a Demand Registration (a) the Registrable Securities of the Initiating Holders and (b) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Subsection 2.1.1 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within five (5) calendar days following the receipt of any such Demand Exercise Notice. The Company shall, as expeditiously as possible, but subject to Section 2.3, use its commercially reasonable efforts to (i) file or confidentially submit with the Commission (no later than (A) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration or (B) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or any similar short-form registration), (ii) cause to be declared effective as soon as reasonably practicable such registration statement under the Securities Act that includes the Registrable Securities that the Company has been so requested to register, for distribution in accordance with the intended method of distribution and (iii) if requested by the Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

2.1.2 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Demanding Holders shall then be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.2.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If, at any time on or after the date hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering of debt that is convertible into equity securities of the Company or (d) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (ii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed offering that is underwritten (an “Underwritten Offering”) to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company; provided, that no Holder shall be required to make any representations or warranties, or provide any indemnity or legal opinion, regarding the Company, any other Holder or any other matter not pertaining specifically to such Holder.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares that the Company desires to sell, taken together with (x) the Common Shares , if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (y) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (z) the Common Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company entered into after the date hereof, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (i) the Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (ii) to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof pro rata based on the respective number of Registrable Securities that such Holder has requested be included in such Registration (“Pro Rata”), which can be sold without exceeding the Maximum Number of Securities; and (iii) to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company entered into after the date hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (i) the Common Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (ii) to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; (iii) to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements entered into after the date hereof with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Restrictions on Registration Rights. The Company shall not be obligated to effect any Demand Registration (a) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a Registration or (b) if the Holders have requested an Underwritten Offering and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer.

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures. If at any time on or after the date hereof the Company is required to effect the Registration of Registrable Securities, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as reasonably possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority in interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (a) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (b) take such action reasonably necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4) furnish a copy thereof to each seller of such Registrable Securities and its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein), including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.10 permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in customary form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided, further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.13 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first (1^st) day of the Company’s first (1^st) full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.14 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by, the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter, broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that each Holder shall bear, severally and not jointly, all Underwriters’ commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable and documented fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (a) agrees to sell such person’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements, provided, that no Holder shall be required to make any representations or warranties, or provide any indemnity or legal opinion, regarding the Company, any other Holder or any other matter not pertaining specifically to such Holder. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, or (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose, but in no event shall the Company delay the filing or initial effectiveness of, or suspend use of, such Registration Statement or Prospectus on more than three (3) occasions or for a time exceeding one hundred twenty (120) calendar days in total, in each case during any twelve (12)-month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4, and, upon the expiration of any such period, the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the Common Shares subject to this Agreement and held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any customary legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify and hold harmless, to the greatest extent permitted by law, each Holder of Registrable Securities, the partners, members, managers, officers, directors and stockholders of each such Holder and each other person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including without limitation any legal or other fees and expenses incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, and pay promptly as any such expenses are incurred) (collectively, “Damages”), whether joint or several, caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein), and any violation or alleged violation by the Company (or any of its agents or affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless the Company, its directors, officers, agents and stockholders and each person who controls the Company (within the meaning of the Securities Act), and any other Holder selling securities in such Registration Statement, and any controlling person of any such other Holder, against any Damages resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue or alleged untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Damages referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V

MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third (3^rd) Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to:

Strong Global Entertainment, Inc.

5960 Fairview Road, Suite 275

Charlotte, North Carolina, 28210

Attention: Mark D. Roberson

Fax No: (402) 453-7238

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Ave

New York, NY 10154

Attention: Mitchell Nussbaum, Esq. or Janeane Ferrari, Esq.

Fax No: 212-407-4990

and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 The rights granted to a Holder by the Company under this Agreement may be transferred or assigned (but only with all related obligations) by a Holder; provided, that (a) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (b) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred and (c) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof and (b) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. The delivery of an electronic signature to, or a copy/scan of a manual signature on a counterpart to, this Agreement by facsimile, email or other electronic transmission shall be deemed an original signature for all purposes hereunder.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (A) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (B) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

5.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Term. This Agreement shall become effective upon the Closing Date and shall terminate upon the earlier of the date as of which (a) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (b) the Holders of all Registrable Securities are permitted to sell and have sold all the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

Strong Global Entertainment, Inc., a British Columbia Corporation

By:	/s/ Mark Roberson
Name:	Mark Roberson
Its:	Chief Executive Officer

[Signature Page to Amended and Restated Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

Holders:

Signature:	/s/ Larry G. Swets, Jr.
Name:	Larry G. Swets, Jr.

Signature:	/s/ Hassan Raza Baqar
Name:	Hassan Raza Baqar

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], LLC, by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Signature:	/s/ Hassan Raza Baqar
Name:	[***], by Hassan Raza Baqar, Attorney-in-Fact

Exhibit 99.1

Strong Global Entertainment, Inc. Acquires Premiere Video Production Services Agency, Unbounded Media Corporation, to Further Strengthen and Diversify Its Production Services Portfolio

Marks First Acquisition in Broader Strategy to Acquire Portfolio of Multi-Disciplined Content and Services Companies

Addition of Short Form Content Services Adds Predictive Revenues and Another Platform to Accelerate Expansion

Charlotte, N.C., September 13, 2023: Strong Global Entertainment, Inc. (NYSE American: SGE) (“SGE” or the “Company”) today announced the acquisition of Unbounded Media Corporation (“UMC”), an independent media and creative production company. Founded by Peter Odiorne, Larry Swets and Hassan Baqar, UMC develops, creates and produces film, advertising, and branded content for a broad range of clients. UMC will operate under SGE’s original content production and distribution arm Strong Studios, Inc. (“Strong Studios”) (Safehaven, Flagrant, Inside the Black Box).

In an all-stock transaction, the deal with UMC marks the first acquisition in a broader strategy to acquire a portfolio of multi-disciplined content and services companies. Larry Swets will spearhead the acquisition strategy as Chairman of the studio and production division. Peter Odiorne will serve as Chief Content Officer, and Matt Harton as Managing Director.

UMC, in partnership with Strong Studios, will also further develop its original IP portfolio, under its Fieldhouse Entertainment division, which currently includes feature films, Into the Storm, Atomic Tourists and Footsteps of a Giant, employing Strong Studios’ long form production expertise and industry network. Additionally, the alliance offers Strong Studios the potential to utilize UMC’s brand relationships to create sponsorship opportunities to develop film and television projects.

Mark Roberson, CEO of SGE stated: “Through this strategic acquisition, Strong Studios, along with UMC, will be in a position to expand UMC’s short form content services business adding predictable revenue streams and creating a platform to accelerate expansion of our production services capabilities.”

“UMC distinguishes itself by producing video content directly for brands, offering efficient and cost-effective solutions. This approach eliminates the inefficiencies present in the traditional, segmented model of advertising agency creative, production and post-production,” said Odiorne. “With this acquisition, the first in our corporate strategy, UMC further strengthens its position through collaborative integration with the SGE family. Together, we will consistently deliver effective video content for brands and their consumers.”

David Ozer, President of Strong Studios commented: “Acquiring UMC allows Strong Studios to leverage the skills and network of the existing businesses as well as to cross pollinate. There is significant cross-over of creative skills in the short form production business with long form film and television projects that could significantly enhance our overall profit potential. As we continue to build SGE and Strong Studios’ position in the global entertainment marketplace, we look forward to expanding our production capabilities and our original IP pipeline.”

About Strong Global Entertainment, Inc.

Strong Global Entertainment, Inc. is a leader in the entertainment industry, providing mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. The Company manufactures and distributes premium large format projection screens, provides comprehensive managed services, technical support and related products and services primarily to cinema exhibitors, theme parks, educational institutions, and similar venues. In addition to traditional projection screens, the Company manufactures and distributes its Eclipse curvilinear screens, which are specially designed for theme parks, immersive exhibitions, as well as simulation applications. It also provides maintenance, repair, installation, network support services and other services to cinema operators, primarily in the United States. The Company also owns Strong Studios, which develops and produces original feature films and television series.

About Strong Studios, Inc.

Strong Studios, headquartered in New York, NY, is a subsidiary of SGE. Strong Studios develops and produces original feature films and television series, as well as acquires third party rights to content for global multi-platform distribution. The studio launched in March 2022 with the production of the supernatural thriller series “Safehaven.” Strong Studios is currently developing “Flagrant,” with Michael Rapaport, “Shadows in the Vineyard,” a limited true crime drama starring Judith Light and Noah Wyle, the drama series, “Heartbeat,” co-created by legendary DJ couple Kiss and M.O.S. and the feature film, “The Tank Job.”

About Unbounded Media Corporation

UMC is a growth phase media company which creates, curates and proliferates in all forms and without boundaries. UMC creates continuous content channels that meet the demand for video consumption for branded clientele and their consumers. For more information, please visit https://unboundedmedia.com.

About FG Group Holdings Inc.

FG Group Holdings Inc. (NYSE American: FGH) is a diversified holding company with operations and investments across a broad range of industries. The company has a majority ownership in SGE , which includes STRONG/MDI Screen Systems (www.strongmdi.com), the leading premium screen and projection coatings supplier in the world and Strong Technical Services (www.strong-tech.com), which provides comprehensive managed service offerings with 24/7/365 support nationwide to ensure solution uptime and availability. FG Group Holdings also holds equity stakes in GreenFirst Forest Products Inc., Firefly Systems, Inc., and FG Financial Group, Inc., as well as real estate through its Digital Ignition operating business.

About Fundamental Global^®

Fundamental Global® is a private partnership focused on long-term strategic holdings. Fundamental Global® was co-founded by former T. Rowe Price, Point72 and Tiger Cub portfolio manager Kyle Cerminara and former Chairman and CEO of TD Ameritrade, Joe Moglia. Its current holdings include FG Financial Group Inc., FG Group Holdings Inc., BK Technologies Corp., GreenFirst Forest Products, Inc., iCoreConnect, Inc., FG Acquisition Corp., OppFi Inc., Hagerty Inc., and FG Communities, Inc. The FG® logo is a registered trademark of Fundamental Global®.

# # #

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. For example, this press release is using forward-looking statements when it discusses the Strong Studios’ plan to begin discussions with potential media partners. Forward-looking statements are based on Strong Studios’ and the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the initial public offering of the Company filed with the SEC. Forward-looking statements contained in this announcement are made as of this date, and Strong Studios and the Company undertake no duty to update such information except as required under applicable law.

Investor Relations Contact:

Mark Roberson

Strong Global Entertainment, Inc. - Chief Executive Officer

(704) 471-6784

IR@strong-entertainment.com

John Nesbett/Jennifer Belodeau

IMS Investor Relations

(203) 972-9200

sge@imsinvestorrelations.com

For Strong Studios Media Inquiries:

Michelle Orsi

Three.Sixty Marketing + Communications

(310) 418-6430

michelle@360-comm.com

Cover	Sep. 12, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 12, 2023
Entity File Number	001-41688
Entity Registrant Name	STRONG GLOBAL ENTERTAINMENT, INC.
Entity Central Index Key	0001893448
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	5960 Fairview Road
Entity Address, Address Line Two	Suite 275
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28210
City Area Code	(704)
Local Phone Number	471-6784
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true

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