FG Holdings Quebec Inc. (formerly Strong/MDI Screen Systems, Inc.)

Exhibit 10.2

FG Holdings Quebec Inc. (formerly Strong/MDI Screen Systems, Inc.)

1440 Xxxxx-Xxxxxxxx

Joliette, Québec J6E 8S7

Attention : Xx. Xxxx Xxxxxxxx,

Amendment #2 to the Credit Agreement

dated January 13^th, 2023 (including all previous amendments thereto, the “Agreement”

between Canadian Imperial Bank of Commerce (“CIBC”) and FG Holdings Quebec Inc. (formerly Strong/MDI Screen

Systems, Inc.) (the “Borrower”)

Amendments. The Agreement is amended as follows:

Demand Operating Credit:

	●	Credit Limit: $1,400,000 (decreased from $3,400,000)
	●	Description and Rate: Remove

○ Canadian dollar B/As. CIBC’s stamping fee for B/As will be calculated at 2.50% per annum.

The following is removed:

Business Credit Card Facility

	●	Credit Limit: $75,000
	●	Purpose: Purchase and payment of goods and services
	●	Repayment: On demand in accordance with the CIBC Business Credit Card Agreement (Business Liability)
	●	Documentation: CIBC Business Credit Card Agreement (Business Liability)
	●	Conditions: N/A

Reporting Requirements

● Within 120 days after the end of each fiscal year, the notice to reader unconsolidated financial statements of the Borrower for such year, prepared in accordance with GAAP.

Security

The following security is removed:

● Moveable Hypothec for a principal amount of $10,000,000 creating in favor of CIBC a first ranking hypothec in all present and future undertaking and moveable property of the Borrower including receivables, inventory, incorporeal rights (including intellectual property), equipment and machinery.

The following is added:

● Guarantee from Strong Global Entertainment Inc. with respect to all of the liabilities of the Borrower to CIBC.

Negative Covenants

The following is added:

● The Borrower will have no outstanding amounts under the Demand Operating Credit for at least five (5) consecutive business days one time in each fiscal year.

All other terms and conditions remain unchanged.

Credit Agreement Amendment Page 1 of 2

The parties confirm their express wish that this Letter and all documents related thereto be drawn up in English. Les parties confirment leur volonté expresse de voir le présent contrat et tous les documents s’y rattachant être rédigés en anglais.

Confirmation: As revised by this Amendment, the Agreement remains in full force.

For CIBC:

By:	/s/ Xxxxxxxxxxx Xx Xxxxx		By:	/s/ Xxxxx Xxxxxxxxx
Name:	Xxxxxxxxxxx Xx Xxxxx		Name:	Xxxxx Xxxxxxxxx
Title:	Authorized Signatory		Title:	Authorized Signatory

For FG Holdings Québec Inc. (formerly Strong/MDI Screen Systems Inc.):

By:	/s/ Xxxx X. Xxxxxxxx		By:	/s/ Xxxx Xxxxx
Name:	Xxxx X. Xxxxxxxx		Name:	Xxxx Xxxxx
Title:	President		Title:	Authorized Signatory

The guarantor declares that they have received a copy of this Agreement and agree to be liable pursuant to its terms and conditions

Address:	Strong Global Entertainment Inc.
Suite 2300, Bentall 5
000 Xxxxxxx Xxxxxx,
Vancouver, British Columbia,	By:	/s/ Xxxx X. Xxxxxxxx
V6C 2B5	Name:	Xxxx X. Xxxxxxxx
	Title:	Chief Executive Officer

Signed this _19__ day of _January__, 2024__.

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