The Board of Directors (the “Board”) of Strong Global Entertainment, Inc. (the “Company”) has adopted this Code of Business Conduct and Ethics (this “Code”) to provide value for our shareholders; and

To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;

• To promote accurate, fair and timely reporting of the Company's financial results and condition and other information the Company releases to the public market in reports it files with the Securities and Exchange Commission (the “SEC”);
• To comply with applicable laws and governmental rules and regulations;
• To prompt internal reporting of violations of this Code and to set forth the manner in which perceived violations of ethical principles are to be reported;
• To protect the Company's legitimate business interests, including corporate opportunities, assets and confidential information; and
• To deter wrongdoing.

It is the policy of the Company that employees, directors and agents of the Company and its subsidiaries are held to the highest standards of honest and ethical conduct when conducting the affairs of the Company. Because the equity shares of the Company are publicly traded, senior financial officers of the Company are held to an especially high set of ethical standards and will not commit acts contrary to these standards of ethical conduct nor shall they condone the commission of such acts by others the Company’s. organization. This Code of Ethics applies to all officers, non-employee directors and employees of the Company and its subsidiaries. All directors, officers, employees and independent contractors of the Company are expected to be familiar with this Code and to adhere to the principles and procedures set forth in this Code. For purposes of this Code, all directors, officers, employees and independent contractors are referred to collectively as “employees” or “you” throughout this Code. Violations of this Code will be dealt with expeditiously and as consistently as possible by the Chairman of the Audit Committee, who may consult outside counsel with respect to any issue relating to this Code of Ethics, and may subject our employees to disciplinary action, which, in severe cases may lead up to and including termination of employment.

A. Honest and Ethical Conduct

All directors, officers, employees and independent contractors owe duties to the Company to act with integrity. Integrity requires, among other things, being honest and ethical. This includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

All directors, officers, employees and independent contractors have the following duties:

• To conduct business with professional courtesy and integrity, and act honestly and fairly without prejudice in all commercial dealings;
• To work in a safe, healthy and efficient manner, using skills, time and experience to the maximum of abilities;
• To comply with applicable Company policies and job requirements, and adhere to a high standard of business ethics;
• To observe laws, governmental rules, regulations and accounting standards;
• To deal fairly with the Company’s customers, suppliers, competitors and employees, and not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealings.
• To achieve responsible use of and control over all assets and resources employed or entrusted.
• To maintain the confidentiality of information where required or consistent with Company policies; and
• Not to disclose information or documents relating to the Company or its business, other than as required by law, not to make any unauthorized public comment on Company affairs and not to misuse any information about the Company or its associates, and not to accept improper or undisclosed material personal benefits from third parties as a result of any transaction or transactions of the Company.

B. Conflicts of Interest

A “conflict of interest” arises when an individual’s personal interest interferes or appears to interfere with the interests of the Company. A conflict of interest can arise when a director, officer or employee takes actions or has personal interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest should be avoided. Unless pre-approved by our Board (for our Executive Officers) or an Executive Officer (for employees), officers and employees should be free from any interest, influence or relationship which might conflict, or appear to conflict, with the interests of the Company or the effectiveness of their job performance. Officer and employees must, therefore, avoid any investment, gratuity or association, which interferes, or might reasonably be thought to interfere, with their best judgment in the performance of their job duties and other actions affecting the Company. It is important to closely examine any gift, loan or other special preference offered by a person or organization that does or wants to do business with the Company. Any employee who has specific questions regarding the appropriateness of a particular action, including acceptance of gratuities from suppliers or contractors, should consult with his or her manager.

There are a variety of situations in which a conflict of interest may arise. While it would be impractical to attempt to list all possible situations, some common types of conflicts may be:

• To serve as a director, employee or contractor for a company that has a business relationship with, or is a competitor of the Company;
• To enter into any financial transaction, arrangement, or relationship that is beyond the ordinary course of business, involving the Company;
• To have a financial interest in a competitor, supplier or customer of the Company;
• To receive improper personal benefits from a competitor, supplier or customer, as a result of any transaction or transactions of the Company;
• To accept financial interest beyond entertainment or nominal gifts in the ordinary course of business, such as a meal or a coffee mug; or
• To use for personal gain, rather than for the benefit of the Company, an opportunity, position, resources or confidential information that is offered to you solely in your capacity as an employee, officer or director of the Company and that is one that the Company is legally and contractually permitted to undertake and that is otherwise reasonable for the Company to pursue.
• Offering any type of payments or business courtesy of significant value (e.g. entertainment, meals, transportation or lodging) to a government official, supplier or customer for the purpose of influencing any government or organizational decision or obtaining favorable treatment or advantage.

In most cases, anything that would constitute a conflict for a director, officer or employee also would present a conflict if it is related to a member of his or her family.

Interests in other companies, including potential competitors and suppliers, that are purely for management of the other entity, or where an otherwise questionable relationship is disclosed to the Board and any necessary action is taken to ensure there will be no effect on the Company, are not considered conflicts unless otherwise determined by the Board.

Evaluating whether a conflict of interest exists can be difficult and may involve a number of considerations. We also encourage you to seek guidance from our General Counsel when you have any questions or doubts, and should be resolved by informing the Chairman of the Audit Committee of the potential conflict and obtaining a written authorization to proceed whenever required.

C. Related-Party Transactions

The Company shall strive to avoid, wherever possible, all Related-Party Transactions (as defined below) that could result in actual or potential conflicts of interests, except if in accordance with the approval process and guidelines included below.

“Related-Party Transactions” are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of the Company’s subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of the Company’s common shares, or (c) immediate family member, of the persons referred to in clauses (a) or (b) (each, a “Related Party”), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

Approval Process and Guidelines.

• Each director and executive officer shall identify any Related-Party Transaction involving a Related Party and inform the Audit Committee of the Board (the “Audit Committee”) before the Company may engage in the transaction with a Related Party. Each of the Company’s directors and officers shall complete a directors’ and officers’ questionnaire that elicits information about Related-Party Transactions.
• In the event that the Company proposes to enter into, or materially amend, a Related-Party Transaction, the General Counsel shall present such Related-Party Transaction to the Audit Committee for review and consideration.
• Any Related-Party Transaction, if not a Related-Party Transaction when originally consummated, or if not initially identified as a Related-Party Transaction prior to consummation, shall be submitted to the Audit Committee for review as soon as reasonably practicable.

D. Disclosure

Each director, officer or employee, to the extent involved in the Company’s disclosure process, including the Chief Executive Officer or Chief Financial Officer is required to be familiar with the Company’s disclosure controls and procedures applicable to him or her so that the Company’s public reports and documents comply in all material respects with the applicable securities laws and rules. In addition, each such person having direct or supervisory authority regarding these securities filings or the Company’s other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosures.

Each director, officer or employee, to the extent involved in the Company’s disclosure process must:

• Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
• Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations.

Those persons having responsibility for particular areas of the Company’s periodic reports such as the Annual Report on Form 10-K must report to the Board on an ongoing basis the following matters which come to their attention:

• Deviations from or changes to the current public information available for the Company;
• Changes in risks, or new risks, to the Company as they are identified; and
• Changes that may affect the Company’s financial results.

Our employees who work in the Financial Department hold an important and elevated role in corporate governance. They are empowered to ensure that shareholder interests are appropriately balanced, protected and preserved. Accordingly, all financial managers are expected to uphold the following standards:

• To provide information that is accurate, complete, objective, relevant, timely and understandable;
• To comply with laws, rules and regulations of federal, state, provincial and local governments, and appropriate regulatory agencies;
• To act in good faith, responsibly, with due care, competence and diligence, without misrepresenting facts or allowing their independent judgment to be subordinated;
• To respect the confidentiality of information acquired in connection with their activities for the Company, except when authorized or otherwise legally obligated to disclose;
• To share knowledge and to maintain skills needed to perform their jobs;
• To proactively promote ethical behavior as a responsible partner among peers in the workplace and community; and
• To achieve responsible use of and control over all assets and resources employed by or entrusted to them.

Compliance with all governmental laws, rules and regulations applicable to the Company is mandatory and any violations thereof are considered violations of this Code. Mistakes should never be covered up, but should be immediately fully disclosed and corrected, if possible.

False, misleading or dishonest reporting, both inside and outside the Company, is not only strictly prohibited, but could lead to civil and even criminal liability and sanction by the Company or termination. For example, falsification of expense reports or time records may be considered theft. Submission of false information to the government or to government agencies such as the U.S. Securities and Exchange Commission, in some instances, lead to fines and/or imprisonment.

E. Compliance

It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations in the performance of their duties for the Company, including those relating to accounting and auditing matters and insider trading.

The Board endeavors to ensure that the directors, officers and employees of the Company act with integrity and observe the highest standards of behavior and business ethics in relation to their corporate activities.

Specifically, directors, officers and employees must:

• Comply with the law;
• Act in the best interests of the Company;
• Be responsible and accountable for their actions; and
• Observe the ethical principles of fairness, honesty and truthfulness, including disclosure of potential conflicts.

Generally, it is against Company policies for any individual to profit from undisclosed information relating to the Company or any other company in violation of insider trading or other laws. Anyone who is aware of material nonpublic information relating to the Company, our customers, or other companies may not use the information to purchase or sell securities in violation of securities laws.

If you are uncertain about the legal rules involving your purchase or sale of any Company securities or any securities in companies that you are familiar with by virtue of your work for the Company, you should consult with the General Counsel before making any such purchase or sale.

F. Reporting and Accountability

All managers are responsible for communicating this policy to the employees under their supervision and the policy will be electronically available. Any revisions or updates to this policy will be published periodically and appropriately distributed for inclusion in the Company’s on-line reference materials and other appropriate locations. All employees will be required to certify that they have reviewed and understood this Code of Ethics. This certification will take place upon the Code of Ethics coming into effect. New coming directors, Executive Officers and employees will be required to make this certification upon joining the company.

The Board has the authority to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any known or suspected violation of this Code is required to notify the employee’s manager or to the General Counsel promptly. Any violation or failure to report a known violation of law or policy may result in disciplinary action up to and including termination. If the report is made to the employee’s manager, the manager shall promptly report the matter to and Executive Officer. In some cases, including in the event that appropriate action is not being taking by a manager or an Executive Officer in response to report, employees may report issues to the Chairman of the Audit Committee of the Board. Employees who report an actual or apparent violation of this policy will not be subject to retaliation or reprisal from any person as a result of having disclosed the violation and any such attempt at retaliation or reprisal will result in disciplinary action up to and including termination.

Any questions relating to how these policies should be interpreted or applied should be addressed to the General Counsel.

Each director, officer or employee must:

• Notify the General Counsel promptly of any existing or potential violation of this Code; and
• Not retaliate against any other director, officer or employee for reports of potential violations.
• The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:
• The General Counsel, as appropriate, will take all appropriate action to investigate any violations reported. After the conclusion of an investigation of a director or executive officer, the conclusions shall be reported to the Board.
• The Board will conduct such additional investigation as it deems necessary. The Board will determine whether a director or executive officer has violated this Code. Upon being notified that a violation has occurred, the Company will take such disciplinary or preventive action as deemed appropriate, up to and including dismissal.

G. Corporate Opportunities

Employees, officers and directors are prohibited from taking (or directing to a third party) a business opportunity that is offered to them solely in their capacity as an employee, officer or director of the Company and that is one that the Company is legally and contractually permitted to undertake and that is otherwise reasonable for the Company to pursue, unless the Company has already been offered the opportunity and turned it down. Employees, officers and directors are prohibited from using corporate property, information or position for personal gain, and competing with the Company.

Sometimes, the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. Employees, officers and directors who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult beforehand with the General Counsel.

H. Confidentiality

In carrying out the Company’s business, employees, independent contractors, officers and directors often learn confidential or proprietary information about the Company, its intellectual property, its customers, suppliers, or joint venture parties. Employees, independent contractors, officers and directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of our Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.

I. Fair Dealing

Our core value of operating is based on responsiveness, openness, honesty and trust with our members, business partners, employees and shareholders. We do not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice. Bribes and kickbacks are prohibited. Other than for modest gifts given or received in the normal course of business (e.g., coffee mugs, pens and other logoed promotional materials or business lunches), neither you nor your relatives may give gifts to, or receive gifts from, the Company’s customers and suppliers. Other gifts may be given or accepted only with prior approval of the Company’s Chief Financial Officer.

J. Protection and Proper Use of Company Assets

All employees, officers and directors should protect the Company’s assets (these include intellectual property rights in its technological know-how, information about the Company’s business strategies and intentions, information regarding plans for research or future research, internal databases, customer lists, confidential technical data, organizational charts, employee directories and compensation information) and ensure their efficient use. All Company assets should be used only for legitimate business purposes. Theft, carelessness and waste have a direct impact on our profit.

While employees, executive officers and directors may occasionally use the Company’s assets to send or receive personal messages, to access internet materials that are not directly business-related, or to create personal documents or files, they are required to keep these activities to a minimum and in compliance with all of the Company’s internal policies and guidelines. In addition, all may not use any the Company’s resource in violation of any law, rule or regulation. Additionally, they may not allow other people to use the Company’s resources for any purpose, except as may be allowed to their immediate family members, under our internal policies; provided, however, that they will not allow the use of any of the Company’s proprietary information to any of their immediate family members. You may not use any the Company’s resource to create, transmit, store or display messages, images or materials that are for personal gain, solicitations, chain letters, or are threatening, sexually explicit, harassing or otherwise demeaning to any person or group. Such misuse of assets is misconduct, and may result in disciplinary action up to and including termination of employment or association.

The Company’s assets may not be used for personal activities that may lead to the loss or damage of the asset. You are responsible for safeguarding the integrity of the systems, including not exposing the system to computing viruses and the like.

The Company may access and inspect all of the company’s resources that an employee, executive officer or director may use for personal activity, including company’s computers, servers and systems, telephones, mobile phones, voicemail systems, desks, vehicles and other equipment belonging to the Company. For reasons related to safety, supervision, security and other concerns, the Company may inspect persons and property on the Company’s premises at any time and without notice, subject to applicable local laws.

K. Waivers and Amendments

From time to time, the Company may waive provisions of this Code. Any employee or director who believes that a waiver may be called for should discuss the matter with the General Counsel.

Any waiver of the Code for executive officers or directors of the Company must be approved by the Board. The Company will disclose any such waivers within four business days by filing a current report on Form 8-K with the Commission or, in cases where a Form 8-K is not required, by distributing a press release, in each case as required by applicable SEC regulations and requirements of NYSE American or any other applicable law or rule of any other applicable stock exchange. Alternatively, the Company may disclose any such waivers on the Company's website in a manner that satisfies the requirements of Item 5.05(c) of Form 8-K.

The Company is committed to continuously reviewing and updating its policies, and therefore reserves the right to amend this Code at any time, for any reason, subject to applicable law. All Code of Ethics terms should be construed in tandem with the Company’s other stated policies, procedures and guidelines, and in conjunction with any applicable laws, rules and regulations.

L. Contracting and Signing on Behalf of the Company

Signing correspondence, reports and other documents that contain substantive opinions, conclusions or determinations that may legally bind the Company must be signed by or under the control of the Executive Officers. An employee may not sign/execute an agreement on behalf of the Company unless he or she has the legal authority to obligate the Company. Typically, only the Executive Officers will have signature rights.

M. Respecting Privacy

Under this policy, personal information necessary for effective business operation will be collected and retained. Furthermore, access to personal employee information within The Company will be limited to the employee and to those persons with a legitimate business need for such information, including needs related to the performance of job responsibilities.

With regard to employment verifications, certain employee information may be disclosed without the written consent of the current or former employee. Such information includes verification and dates of employment, job titles and work locations. In addition, the Company will disclose any information required by law or court order.

Employee privacy also becomes an issue when personal use is made of the Company’s resources. Although the Company’s assets are intended for use in supporting and conducting the Company’s business, limited and reasonable personal use of Company equipment and systems is permitted. Where not prohibited by law or regulation, The Company reserves the right to monitor the use and content of its corporate resources and systems. Employees should have no expectation of privacy when using the company’s resources, whether for business or personal use. The Company may inspect the Company’s records and systems, including electronic systems, and inspect the information contained in them with or without advance notice to employees — even when information is stored under an individual’s personal identification code or password.

N. Other Employment, Professional and Trade Associations, Charities and Community Service

Unless otherwise approved by the Board (for our Executive Officers) or an Executive Officer of the Company (for employees), the Company expects its full-time employees to devote all of their work time to the Company.

In participating in an outside organization, one must understand whether he or she is representing the Company or acting in a personal capacity. Unless an employee is designated as the official Company’s representative by the Company, the employee is acting solely in his or her individual capacity.

As a member of a trade or professional group, such employee may come in contact with competitors’ employees. An employee should never discuss proprietary or sensitive competitive issues such as prices, costs, terms or conditions of sales, product plans or any other competitively sensitive, confidential or nonpublic information.

When participating in community services or charities an employee must be alert to possible conflicts of interest between the Company and the organization. If a conflict arises between the organization and the Company, the relevant employee should disqualify himself or herself from making any decision in the capacity as an organization representative that concerns or impacts the Company or, if necessary, resign from the organization.

O. Non-Discrimination

The Company will treat all employees fairly, without regard to age, race, national origin, religion, sex, condition of pregnancy, marital status, disability, veteran status and sexual orientation.

P. Sexual Harassment and Other Unlawful Behavior

The Company does not tolerate sexual harassment or other unlawful behavior in the workplace, whether committed by a co-worker, leader, client, contractor, vendor or anyone else. Actions, words, jokes or comments that are derogatory and based on any person’s sex, race, ethnicity, sexual orientation, age, religion or disability will not be tolerated at the company.

The Company is committed to providing a workplace free from unlawful behavior and sexual harassment. If an employee feels he or she has been subjected to such harassment at The Company, it is the employee’s obligation to report the conduct to appropriate Company personnel.

Complaints should be directed to the President. The Company expects leaders to act upon such allegations, and expects employees to report such behavior. If an investigation confirms that improper conduct occurred, the company will take appropriate action.

General

The Audit Committee (the “Committee”) is a committee of the board of directors (the “Board”) of Strong Global Entertainment, Inc. (the “Company”). The responsibilities and powers of the Committee of the Board, as delegated by the Board, are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Company and its shareholders.

Purpose

The Committee is appointed by the Board to assist the Board in fulfilling its responsibilities for the oversight and monitoring of the quality and integrity of the accounting, auditing internal controls, and reporting practices of the Company, and performs such other duties as are directed by the Board. The Board must, at their first meeting held on or after each annual reference date (i.e. annual meeting date), elect from among their members a Committee, to hold office until the next annual reference date. The Committee’s role includes a particular focus on the qualitative aspects of financial reporting to shareholders, and on the Company’s processes to manage business and financial risk, and for compliance with significant applicable legal, ethical, and regulatory requirements. The Committee is directly responsible for the appointment, compensation, retention, and oversight of the public accounting firm engaged to prepare or issue audit reports on the financial statements of the Company.

Committee Membership

The membership of the Committee shall consist of at least three independent directors (and in no case should there be less than a majority of independent directors) as defined by Section 803 of the NYSE American Company Guide, Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Business Corporations Act (British Columbia) (“BCBCA”) and any exchange or national listing market system, if any, upon which the Company’s securities are listed or quoted for trading (the “Trading Market”). Each member of the Committee shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement. At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, and shall qualify as an “audit committee financial expert” under the rules of the SEC and the NYSE American’s listing standards. Each member shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. No member of the Committee can have participated in the preparation of the financial statements of the Company or any subsidiary of the Company at any time during the past three years. Applicable laws and regulations shall be followed in evaluating a member’s independence. The Board shall elect annually from among its members the Committee. The members of the Committee shall be appointed by and serve at the discretion of the Board. The members of the Committee must elect a chairperson (the “Chairperson”) of the Committee from among their number. The Board may remove any member from the Committee at any time, with or without cause. A Committee member may resign by delivering his or her written resignation to the Chairperson of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified. The members of the Committee shall serve until their successors are appointed and qualified. The Board shall have the power at any time to fill vacancies in the Committee, subject to such new member(s) satisfying any applicable requirements.

Communications/Reporting

The public accounting firm shall report directly to the Committee. The public accounting firm must be given reasonable notice of, and has the right to attend and be heard at, each meeting of the Committee, and must attend a meeting of the Committee when requested to do so by the Committee and after being given reasonable notice to do so. On the request of the public accounting firm, the Chairperson of the Committee must convene a meeting of the Committee to consider any matter that the public accounting firm believes should be brought to the attention of the Board or shareholders. The Committee is expected to maintain free and open communication with the public accounting firm, the internal accounting staff, and the Company’s management. This communication shall include private executive sessions, at least annually, with these parties. The Committee Chairperson shall report on the Committee activities, and issues arising before the Committee, to the full Board.

Meetings

The Committee shall meet on a quarterly basis or more frequently as circumstances require. The Committee may ask members of management or others to attend the meetings.

Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a quorum of the members of the Committee present and voting. The quorum for a meeting of the Committee is a majority of the members of the Committee (and in no case should there be less than a majority of independent directors). Actions taken in writing, to be valid, shall be signed by all members of the Committee. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board, prepared by the secretary or a person appointed by the Committee. All meetings require the presence of a majority of the members of the Committee to conduct business. Each Committee member shall have one vote.

The agenda for the Committee meetings will be prepared in consultation between the Committee Chairperson and members of the Committee, and when appropriate, with Company’s financial management and the public accounting firm.

Responsibilities

The Committee shall report regularly to the Board. The Committee relies on the expertise and knowledge of management, the internal accounting staff, and the public accounting firm in carrying out its oversight responsibilities. Management of the Company is responsible for determining the Company’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. The public accounting firm is accountable to the full Board and the Committee. The public accounting firm is responsible for auditing the Company’s financial statements. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles, to conduct investigations, or to assure compliance with laws and regulations or the Company’s internal policies, procedures, and controls. The Committee must, review and report to the Board on the following before they are published: (a) the financial statements of the Company, (b) the public accounting firm’s report, if any, prepared in relation to those financial statements. The Board must provide to the Committee the financial statements and the public accounting firm’s report referred to above in sufficient time to allow the Committee to review and report on those financial statements and the public accounting firm’s report as required under the BCBCA.

Specific Responsibilities

1. Perform such functions as assigned by law, the Company’s Notice of Articles and Articles, or the Board.

2. Receive periodic reports from the Company’s public accounting firm regarding the firm’s independence (including disclosures required by the Public Company Accounting Oversight Board (the “PCAOB”)), discuss such reports with public accounting firm, and take appropriate action to oversee the independence of the public accounting firm.

3. Provide a report in the annual proxy that includes the Committee’s review and discussion of matters with management and the independent public accounting firm. In addition, a copy of the Committee charter shall be made available on the Company website.

4. Appoint, approve the compensation of, determine whether to retain or terminate, and provide oversight of the public accounting firm. The Committee may delegate the responsibility of approving proposed non-audit services that arise between Committee meetings to the Chairperson, provided that the decision to approve the service is presented at the next scheduled Committee meeting. Establish policies for audit partner rotation in compliance with applicable laws and regulations. The Committee may establish pre-approval policies and procedures for such services that comply with applicable laws, rules and regulations subject to certain de minimus exceptions for permitted non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which shall be approved by the Committee prior to the completion of the audit.

5. Confirm annually and review the independence of the public accounting firm, and the firm’s non-audit services and related fees. At least annually, obtain and review a report by the independent auditor describing: (i) the audit firm’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or (iii) by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the audit firm, and any steps taken to deal with any such issues described in the report.

6. Verify the Committee consists of a minimum of three members who meet all applicable standards of independence and are financially literate, including at least one member who has financial management expertise.

7. Review with the public accounting firm and the Company’s financial management the adequacy and effectiveness of the Company’s internal controls and operating procedures, including computerized information system controls and security the responsibilities, budget and staffing of the Company’s internal audit and control function, as well as the need for any special audit procedures in response to material control deficiencies, through inquiry and discussions with the Company’s independent auditors and management. Establish policies regarding the hiring of employees or former employees of the independent auditors. Review, in consultation with the independent auditors, the annual audit plan and scope of audit activities and monitor such plan’s progress. Review the reports prepared by management, assessing the adequacy and effectiveness of the Company’s internal controls and procedures, prior to the inclusion of such reports in the Company’s periodic filings as required under SEC rules. Review the internal controls and procedures designed to assess, monitor and manage business risk and legal and ethical compliance programs.

8. Review policies and procedures regarding transactions, and review and oversee the transactions, between the Company and officers, directors and other related parties that are not a normal part of the Company’s business (it being understood that if the Board creates a special committee in connection with such a transaction or holds a meeting of the non-interested directors of the Board to approve such transaction, the Committee shall not be required to consider such transaction or assess conflicts of interest in connection with such transaction).

9. Meet with management and the public accounting firm to review earnings press releases, as well as the Company’s policies with respect to release of financial information and earnings guidance to be provided to analysts and rating agencies, including any proposed use of “pro forma” or “adjusted” non- GAAP and non-International Financial Reporting Standards (“IFRS”) information. Discuss with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

10. Review and discuss with management and the independent public accounting firm the annual and quarterly financial statements of the Company and the independent public accounting firm’s report, if any, prepared in relation to those financial statements, including: (a) the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (b) any material changes in accounting principles or practices used in preparing the financial statements prior to the filing of a report on Form 10-K or 10-Q with the SEC; (c) all critical audit matters identified by the independent public auditor; (d) the items required to be discussed by the applicable requirements of the PCAOB and the SEC, and other matters, if any, brought to the attention of the Committee by employees or officers of the Company; (e) prior to issuance any financial information provided by the Company to the general public or any regulatory body; and (f) recommend to the Board, if appropriate, that the Company’s annual audited financial statements be included in the Company’s Annual Report on Form 10-K.

11. Discuss with management, the internal auditor and the independent auditors significant financial reporting issues raised and judgments made in connection with the preparation of the Company’s financial statements, including the review of (i) major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company’s selection or application of accounting principles; (ii) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues raised and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP or IFRS methods on the financial statements; (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet arrangements, on the Company’s financial statements.Review on a regular basis with the Company’s independent auditors any problems or difficulties encountered by the independent auditors in the course of any audit work, including management’s response with respect thereto, any restrictions on the scope of the independent auditors’ activities or on access to requested information, and any significant disagreements with management; and ensure the resolution of any disagreements between management and the independent auditors regarding financial reporting.

12. In connection with each periodic report of the Company, review management’s disclosure to the Committee under Section 302 of the Sarbanes-Oxley Act (the “Act”), and the contents of the Chief Executive Officer’s and the Chief Financial Officer’s certifications to be filed under Section 302 and 906 of the Act.

13. Meet with the public accounting firm in executive session to discuss any matters that the Committee or the public accounting firm believe should be discussed privately with the Committee.

14. Meet with the Chief Financial Officer, and separately, in executive session to discuss any matters that the Committee believes should be discussed with the Committee.

15. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

16. Oversee compliance with the Company’s Code of Business Conduct and Ethics and consider conflicts of interest (it being understood that if the Board creates a special committee in connection with a transaction or holds a meeting of the non-interested directors of the Board to approve a transaction, the Committee shall not be required to consider such transaction or assess conflicts of interest in connection with such transaction).

17. In the Committee’s sole discretion, appoint and set the compensation of such special or independent counsel, accountants or other experts as the Committee deems necessary or appropriate to discharge its duties and responsibilities. The Committee shall have appropriate resources and authority to discharge its responsibilities, including appropriate funding for payment of reasonable compensation to its advisors in such amounts as the Committee deems necessary to carry out its duties.

18. Conduct periodic oversight and meet periodically to review the Company’s financial and business risk management, including regularly reviewing the Company’s cybersecurity and other information technology risks, controls and procedures and the Company’s plans to mitigate cybersecurity risks and to respond to data breaches.

19. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval.

20. Conduct an annual performance review of the Committee.

21. Discuss with the Company’s chief legal officer legal matters that may have a material impact on the financial statements or the Company’s compliance procedures. Receive reports from the Company’s legal counsel regarding any material violation of law or any material breach of fiduciary duty by the Company, an officer, employee or any agent of the Company.

22. Ensure the rotation of the lead (or coordinating) audit partner and other significant audit partners as required by applicable law, rules and regulations.

23. Review proposed major changes to the Company’s accounting and auditing principles and practices as suggested by management or the independent auditor.

24. Perform any other activities consistent with this Charter, the Company’s Notice of Articles and Articles, and governing law as the Committee or the Board deems necessary or appropriate.

25. Receive reports from the Auditor regarding illegal acts that have been detected by or have otherwise come to the attention of the Auditor in the course of the audit or otherwise.

26. Receive reports submitted to the Committee by the Auditor pursuant to Section 10A(k) of the Exchange Act regarding: (i) critical accounting policies and practices to be used in the audit; (ii) alternative treatments of financial information; and (iii) material written communications between the independent auditor and management.

27. Review and discuss with the Chief Executive Officer and the Chief Financial Officer their respective conclusions set forth in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, regarding the effectiveness of the Company’s disclosure controls and procedures.

28. Review and discuss with the Chief Executive Officer and the Chief Financial Officer any matters required to be disclosed by such officers pursuant to Rule 13a-14 of the Exchange Act regarding any significant deficiencies in the design or operation of the Company’s internal control over financial reporting which could adversely affect the Company’s ability to record, process, summarize and report financial data.

29. Review and discuss with the Chief Executive Officer and the Chief Financial Officer any matters required to be disclosed by such officers pursuant to Rule 13a-14 of the Exchange Act regarding any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting.

Purpose

The Compensation Committee (the “Committee”) is appointed by the board of directors (the “Board”) to establish policies with respect to the compensation of Strong Global Entertainment, Inc.’s officers. The Committee has overall responsibilities for approving and evaluating officer compensation plans, policies and programs of Strong Global Entertainment, Inc. (the “Company”). In addition to such other duties as may be assigned to the Committee by the Board from time to time, the purpose of the Committee is to assist the Board in (a) discharging its responsibilities for approving and evaluating the officer compensation plans, policies and programs of the Company, (b) reviewing and recommending to the Board regarding compensation to be provided to the Company’s employees and directors, and (c) administering the equity compensation plans of the Company. The Committee shall ensure that the Company’s compensation programs are competitive, designed to attract and retain highly qualified directors, officers and employees, encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company’s shareholders.

The Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement, if so required.

Committee Membership

The membership of the Committee shall consist of at least two (2) members, comprised solely of members who are: (i) “independent directors” for the purpose of serving on the Committee, as defined under Section 805(c)(1) of NYSE American’s listing standards, as applicable to the Company; (ii) “non-employee directors” as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended; and (iii) “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended, as applicable. The Board shall appoint the members of the Committee and the chairperson. The Board may remove any member from the Committee at any time, with or without cause. Each member of the Committee shall ensure that he or she is free from, and remains free from, any relationship that may interfere with the exercise of his or her independent judgment as a member of this Committee. Each Committee member shall have one vote.

The members of the Committee shall serve until their successors are appointed and qualified.

A Committee member may resign by delivering his or her written resignation to the Chairperson of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified. The Board shall have the power at any time to fill vacancies in the Committee, subject to such new member(s) satisfying any applicable requirements.

Outside Advisors

The Committee shall have the sole authority to retain and to terminate any compensation consultant, legal counsel or financial or other advisor (each, a “Compensation Advisor”) to be used to assist in the performance of its duties and responsibilities, without consulting or obtaining the approval of senior management of the Company in advance and shall have the sole authority to approve the Compensation Advisor’s fees and other retention terms. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any member of, or consultants to, the Company. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a Compensation Advisor retained by the Committee.

When so required, prior to hiring or obtaining advice from a Compensation Advisor whether retained by the Committee or management (other than internal legal counsel), the Committee will consider all factors relevant to the Compensation Advisor’s independence from management, including the following:

• the provision of other services to the Company by the Compensation Advisor (including subsidiaries or affiliates of the Compensation Advisor);
• the amount of fees received from the Company by the Compensation Advisor, as a percentage of the total revenue of the Compensation Advisor;
• the policies and procedures of the Compensation Advisor that are designed to prevent conflicts of interest;
• any business or personal relationships of the Compensation Advisor employees rendering services to the Committee, or of the Compensation Advisor, with a member of the Committee;
• any shares of the Company owned by the Compensation Advisor employees rendering services to the Committee, or by the Compensation Advisor;
• any business or personal relationship of the Compensation Advisor employees rendering services to the Committee, or the Compensation Advisor, with an executive officer of the Company; and
• any other factor(s) prescribed by the NYSE American that the Committee needs to consider in reviewing the independence of prospective Compensation Advisors.

The Committee will annually review an assessment of any potential conflict of interest raised by the work of a compensation consultant (and other Compensation Advisor, as required) that is involved in determining or recommending executive and/or director compensation. Any conflicts of interest raised by the work of compensation consultants shall be disclosed in accordance with applicable legal authority or regulatory guidance.

Meetings

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter, but not less than two (2) times a year, in person or telephonically, and at such times and places as the Committee members determine. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members of the Committee present and voting, which will constitute a quorum. Actions taken in writing, to be valid, shall be signed by all members of the Committee. The chairperson of the Committee shall report its minutes from each meeting to the Board.

The Committee shall annually review and evaluate its own performance.

Committee Authority and Responsibilities

The Committee shall, among its duties and responsibilities as may be delegated to the Committee by the Board, and in addition to any duties and responsibilities imparted to the Committee by the SEC or exchange or national listing market system, if any, upon which the Company’s securities are listed or quoted for trading (the “Trading Market”) or any other applicable laws or regulations:

1. The Committee shall on an annual basis conduct an evaluation of the Chief Executive Officer’s performance and report to the Board on the results of such evaluation. In addition, the Committee shall, with the input of the Chief Executive Officer, conduct an annual assessment of the Company’s other Senior Management. With respect to the Chief Executive Officer and all other executive officers, the Committee shall annually review and approve corporate goals and objectives relevant to compensation, evaluate performance in light of those goals and objectives, and determine and approve compensation levels and any bonuses based on this evaluation, and applicable under plans or policies approved by the Board or the Committee.

2. The Committee shall make recommendations to the Board with respect to incentive compensation, equity-based plans, and benefit plans.  To the extent directed or authorized by the Board, the Committee shall adopt or administer such plans on behalf of the Board and the Company The Committee shall approve grants of equity and equity-based awards. No Executive, including the Chief Executive Officer, may be present during voting or deliberations relating to his or her own compensation package. At its discretion, the Committee shall determine from time to time which Executives, if any, may be present during voting or deliberations relating to the compensation package of any other Executive. The Committee shall approve all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees. The Committee shall also Review and recommend to the Board the adoption of or changes to the compensation of the Company’s independent directors.

3. The Committee shall review, recommend to the Board, and administer all plans that require “disinterested administration” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as applicable.

4. The Committee shall review and monitor matters related to human capital management, including talent acquisition, development and retention, internal pay equity, diversity and inclusion, and corporate culture. The Committee shall also review the form, terms and provisions of employment and similar agreements with the Company’s executive officers and any amendments thereto.

5. The Committee shall periodically review the compensation of non-employee directors as established by the Board, and if deemed advisable by the Committee, make recommendations to the Board for changes thereto.

6. The Committee shall approve the overall amount or percentage of plan and/or bonus awards to be granted to all Company employees and delegate to the Company’s executive management the right and power to specifically grant such awards to each Company employee within the aggregate limits and parameters set by the Committee.

7. The Committee shall conduct an annual risk assessment to ensure that the Company’s executive compensation plans and programs do not promote the assumption of excessive risk and remain consistent with the approved overall compensation philosophy and strategy. The Committee shall further oversee risks relating to any and all of the Company’s compensation policies, practices and procedures.

8. The Committee shall annually review each director’s share ownership to determine satisfaction of the Company’s director share ownership expectation, if any, or reasonable progress towards its satisfaction.

9. The Committee shall annually review each officer’s share ownership to determine whether the Company’s officer share ownership expectation, if any, is being met, or reasonable progress is being made toward its satisfaction.

10. The Committee shall review and approve the Compensation Discussion and Analysis (or other executive compensation disclosure, if the Compensation Discussion and Analysis is not required) for inclusion in the Company’s annual meeting proxy statement and shall produce the Committee report on executive compensation, if so required to be included in the Company’s proxy statement for its annual meeting of shareholders.

11. In connection with any shareholder advisory vote on the frequency with which the Company shall hold a shareholder advisory vote on the compensation of the Company’s named executive officers identified in the Company’s proxy statement (also known as “say-on-pay”), the Committee shall review and recommend for approval by the Board (a) the frequency that should be recommended to the Company’s shareholders and (b) the frequency with which the Company should submit to the shareholders advisory “say-on-pay” votes, taking into account any prior shareholder advisory votes on such frequency. Further, the Committee shall review the results of any “say-on-pay” votes and consider whether to make or recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes.

12. The Committee may form and delegate authority to subcommittees when appropriate.

13. The Committee shall make regular reports to the Board.

14. The Committee shall approve such reports on compensation as are necessary for filing with the SEC and other government bodies.

Amendment

Any amendment or other modification of this Charter shall be made and approved by the full Board. The Committee shall annually review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.

Disclosure of Charter

If required by the rules of the SEC or any Trading Market, this Charter, as amended from time to time, shall be made available to the public on the Company’s website.

Purpose of the Committee

The Nominating and Corporate Governance Committee (the “Committee”) shall report to and assist the Board of Directors (the “Board”) of Strong Global Entertainment, Inc. (the “Company”). The purpose of the Committee shall be to (1) identify qualified individuals for membership on the Board and recommend to the Board the director nominees for the next annual meeting of shareholders, (2) develop and recommend to the Board a set of corporate governance principles if and when deemed appropriate, (3) lead the Board in its annual review of the Board’s performance, (4) take a leadership role in shaping the corporate governance of the Company, and (5) to address any related matters as may be required under the federal securities laws.

Membership on the Committee

The membership of the Committee shall consist solely of independent directors, as required by Section 804 of the NYSE American Company Guide (“Section 804”), except as otherwise permitted by Section 804 as well as any independence and other requirements of the Securities and Exchange Commission (the “SEC”) and other applicable laws. The Committee shall be comprised of at least the minimum number of independent directors required to serve on the committee under the NYSE American Company Guide. The Board shall appoint the members of the Committee following each annual meeting of shareholders, and such member will serve at the discretion of the Board, until their successors are appointed and qualified. The Board shall designate one member of the Committee as its chairperson. The Board may remove any member from the Committee at any time, with or without cause. The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.

Duties and Responsibilities of the Committee

1. Board Review: On an annual basis the Committee shall oversee the annual review of the effectiveness of the directors. The evaluation shall assess the Board’s contribution to the Company and identify areas for improvement. The Committee shall also administer an annual reevaluation of each director to determine each director’s ongoing ability and suitability to serve on the Board.

2. Criteria for Nomination to the Board: The Board shall set general criteria for nomination to the Board, which shall be described in the Company’s proxy statement prepared in connection with the annual meeting of shareholders. The Committee will consider candidates for nomination submitted by shareholders in accordance with the Company’s articles. Any candidate submitted by shareholders shall be considered on the same basis as any other candidate submitted for consideration as a nominee.

3. Nomination of Directors: The Committee shall annually consider the size, composition and needs of the Board and consider and recommend candidates for membership on the Board. The Committee shall recommend the composition of the Board for each annual meeting of shareholders. The Committee shall solicit and receive recommendations and review the qualifications of potential candidates. The Committee shall recommend to the Board each year the director nominees for election at the next annual meeting of shareholders. In case of a vacancy on the Board, upon the recommendation of the Committee, the Board may elect a new or replacement director to the Board during the course of the year to serve until the next annual meeting of shareholders.

4. Director Orientation: The Committee shall administer an orientation program for all newly-elected or appointed Board members. Said orientation program shall include a presentation designed to familiarize new directors with the Company and its strategic plans, its significant financial, accounting and risk management issues, its Code of Ethics compliance programs and other controls, its senior management and its internal and independent auditors. The presentation shall also address procedures of the Board, director responsibilities, and the Company’s corporate governance policies and practices.

5. Reports to the Board: The Committee shall report regularly to the Board on its meetings and review with the Board significant issues and concerns that arise at meetings of the Committee.

6. Charter Review: On an annual basis, the Committee shall review the adequacy of this charter, and recommend to the Board any modifications or changes for approval by the Board.

7. Committee Assignments: The Committee shall be responsible for recommending the assignment of Board members to the Company’s various Board Committees.

8. Committee Review: The Committee shall perform an annual evaluation of its effectiveness.

9. Corporate Governance Policies and Practices: The Committee shall periodically review the Company’s corporate governance policies and practices and recommend changes to the Board when appropriate in light of the Company’s position, developments in laws and regulations applicable to the Company, and corporate governance trends and practices. The Committee shall oversee compliance by the Board and its committees with applicable laws and regulations, including the stock exchange and SEC rules and regulations.

10. Environmental, Social, and Governance: The Committee shall evaluate emergent environmental, social, and governance (“ESG”)-related risks and the Company’s ESG goals, review and discuss with management strategies, activities, and policies regarding ESG-related matters and make recommendations to the Board, and oversee engagement efforts with stakeholders, including ESG ratings agencies, if so deemed appropriate.

11. Shareholder Proposals: The Committee shall review and assess shareholder proposals submitted to the Company for inclusion in the Company’s proxy statement, including an assessment of the relevance and significance of any such proposal.

12. Meetings of the Committee: The Committee will meet at least twice each year with the option of holding additional meetings at such times as it deems necessary or appropriate. The Committee will keep written minutes of its meetings. Meetings of the Committee shall be called by a majority of the members of the Committee upon such notice as is provided for in the Company’s articles with respect to meetings of the Board. A majority of the Committee members shall constitute a quorum. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members of the Committee present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Committee.

13. Director Resignation Policy: Inside directors are expected to submit a letter of resignation at the time of retirement from active employment with the Company, or when transferring from a top management position in the Company, with exception of the directors who are also ten percent (10%) or greater shareholders of the Company.Outside directors are expected to submit a proposed letter of resignation under the following circumstances:

(a) Whenever a director, after election to the Board, becomes employed by or a director of a competitor of the Company.

(b) Whenever the health or physical condition of a director would prevent him or her from satisfactorily fulfilling the responsibilities of the position.

(c) Whenever a change of circumstance affects a director’s continuing independence.

A Committee member may resign by delivering his or her written resignation to the chairperson of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified. The Board shall have the power at any time to fill vacancies in the Committee, subject to such new member(s) satisfying any applicable requirements. In the event that the proposed letter of resignation is not accepted, the director’s tenure will continue. The Board shall have the power at any time to fill vacancies in the Committee, subject to such new member(s) satisfying the above requirements.

14. Conflicts of Interest: The Committee will review and monitor the Company’s Code of Ethics and consider questions of possible conflicts of interest of members of the Board and of corporate officers and review actual or potential conflicts of interest or related party transactions involving members of the Board or officers of the Company, and make determinations accordingly.

15. Advice from internal or external counsel: In performing all of its responsibilities, the Committee shall have the authority to hire and obtain advice, reports or opinions from internal or external counsel and expert advisors, including search firms, and to set the terms and fees for any such counsel and advisors. The Company must provide for appropriate funding, as determined by the Committee, for the payment of reasonable compensation to a consultant, legal counsel or other adviser retained by the Committee.

16. Scope of Investigation: The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or adviser of the Company to meet with the Committee or any advisers engaged by the Committee.