Commitments and Contingencies

Legal Matters

The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, disposition of these matters are

not

anticipated to have a material adverse effect on the Company or its estimated or desired affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition.

Stockholder By-Laws Litigation

September 4, 2018,

SPAR Group, Inc. ("SGRP" or the "Registrant") filed in the Court of Chancery of the State of Delaware (the "Court") a claim, C.A.

No.

2018

0650

(the "By-Laws Action"), in a Verified By-Laws Complaint Seeking Declaratory Judgment and Injunctive Relief (the "Original By-Laws Complaint") against Robert G. Brown, a substantial stockholder of SGRP and former Executive Chairman and director of SGRP, and William H. Bartels, a substantial stockholder of SGRP and current Vice Chairman and director and officer of SGRP (together with Robert G. Brown, the "Majority Stockholders" or "Defendants"). On

September 21, 2018,

SGRP supplemented and amended its Original By-Laws Complaint in the By-Laws Action in a Verified Amended By-Laws Complaint filed with the Court (the "Amended By-Laws Complaint").

The By-Laws Action was commenced in response to the Written Consents from the Majority Stockholders received by SGRP on

August 6, 2018,

and

September 18, 2018 (

collectively,

the "By-Laws Consent"), in which the Majority Stockholders attempted to change SGRP's By-Laws in order to (among other things) weaken the independence of the Board through new supermajority requirements and stockholder only approvals and eliminate the Board's independent majority requirement (the "Proposed Amendments"), all in order to further benefit themselves. The Proposed Amendments were prepared by the Majority Stockholders and their own counsel and were

not

submitted to, discussed with, or considered or approved, and have

not

been supported or endorsed, by the Board or its Governance Committee.

SGRP has requested in the Original By-Laws Complaint that the Delaware Chancery Court provide SGRP with: (

) declaratory relief in the form of an order confirming that the bylaw amendments proposed by the Majority Stockholders (as set forth in the By-Laws Consent and each of the Majority Stockholders' amendments to their respective Schedule

13Ds,

each filed with the Securities and Exchange Commission on

August 6, 2018) (

the "Proposed Amendments") are invalid under Delaware law and (

) preliminary injunctive relief enjoining the Majority Stockholders from attempting during the pendency of the By-Laws Action to (a) enact the Proposed Amendments, (b) remove or attempt to remove any independent director of SGRP, (c) further weaken the independence of SGRP's Board of Directors (the "Board") or (d) circumvent or interfere with the duties of the Audit Committee of the Board.

SGRP is pursuing the By-Laws Action against the Majority Stockholders because the Board's Governance Committee believes that the Proposed Amendments will negatively impact all stockholders (particularly minority stockholders), among other things:

●

weaken the independence of the Board through new supermajority requirements (because

two

of SGRP's non-independent directors can block the Board's actions and thus potentially reduce the representation of SGRP's minority stockholders);

●

eliminate the Board's independent majority requirement (also potentially reducing the representation of SGRP's minority stockholders);

●

eliminate the Board's ability to change the size of the Board and require that any proposed change in the Board's size be approved by the holders of a majority of the outstanding common stock of SGRP (the "Common Stock") (i.e., the Majority Stockholders), and thus also potentially reducing the representation of SGRP's minority stockholders;

●

subject various functions of the Board respecting vacancies on the Board to the prior approval of the holders of a majority of the Common Stock (i.e., the Majority Stockholders), and thus also potentially reducing the representation of SGRP's minority stockholders; and

●

permit submissions of stockholder proposals to be timely if received by SGRP

later than

days (changed from approximately

six

months) prior to SGRP's annual meeting of stockholders.

As outlined in Original By-Laws Complaint as amended and supplemented by the Amended By-Laws Complaint (collectively, the "By-Laws Complaint") SGRP is also pursuing the By-Laws Action against the Majority Stockholders because SGRP believes that the Proposed Amendments are part of a conspiracy to attempt to entrench the Majority Stockholders' control over SGRP and the Board, all so that they can improperly divert SGRP resources to the Majority Stockholders for their personal benefit through (among other things) (a) invalid reimbursement demands under terminated contracts, (b) efforts to shift the costs of defending the Majority Stockholders' labor practices in managing their own companies onto SGRP through invalid reimbursement and indemnification claims, (c) an exorbitant "retirement" package sought in different forms by Brown, (d) permanent evasion of the return of

$675,000

of Cash Collateral advanced by SGRP for insurance, and (e) reimbursement of unauthorized expenses related to SGRP's acquisition of its Brazilian affiliate now claimed to total approximately

$190,000

(see

Related Party Litigation

, below).

As noted in the By-Laws Complaint, the changes in SGRP's By-Laws sought to be made by the Defendants in their Proposed Amendments also would effectively block the declared determination and intention of the Board to increase the Board size to

nine

and add

two

new independent directors to maintain majority independence for the Board, as a result of earlier Director Consent (see

Board Seating Litigation

, below) by the Majority Stockholders seeking to remove Lorrence Kellar as an independent director from the Board and its Committees and add Jeffery Mayer as a non-independent director to the Board (as reported in SGRP's Current Report on Form

-K as filed by SGRP with the SEC on

July 6, 2018).

As a result of the Majority Stockholders' proposed actions, the Board would lack a majority of independent directors and

may

face compliance issues with Nasdaq. In fact, Nasdaq has already contacted SGRP to confirm that Jeffery Mayer had

not

yet been seated and that SGRP's Board continued and would continue to have a majority of independent directors.

In addition to seeking invalidation of the Proposed Amendments in the By-Laws Complaint, SGRP also is seeking injunctive relief from the Court to block further actions and attempts by the Majority Stockholders to (among other things):

(a)	make changes to the July 5, 2018, By-Laws (i.e., those in effect prior to the Proposed Amendments) or any Committee Charter (which are part of the By-Laws under its terms),

(b)	remove any independent director(s),

(c)	weaken or attempt to weaken the independence of SGRP's Board or any of its Committees,

(d)	circumvent or interfere with the duties of SGRP's Audit Committee regarding related-party matters or SGRP's Board and Governance Committee regarding director selections, qualifications or nominations, board size, vacancies, Committee assignments and independent director majorities,

(e)	approve or implement any related party transactions or related party payments not approved by a majority of the independent directors sitting on the Audit Committee,

(f)	require or limit the use of particular vendors or personnel or setting standards having such an effect, or

(g)	interfere with the business or operations of SGRP and its subsidiaries or the Board's management of the Company.

Preliminary discovery has begun in By-Laws Action and the

225

Action (see

Board Seating Litigation

, below) and the joint trial for both actions is scheduled to begin on

December 11,

although SGRP is currently seeking to postpone those actions until early

2019

in order to (among other things) permit adequate time for discovery.

The foregoing description of the By-Laws Action and Proposed Amendments is qualified in its entirety by reference to the By-Laws Consent of Stockholders dated

August 6, 2018 (

without its exhibits), and the Original By-Laws Complaint (without its exhibits), each incorporated herein by reference from SGRP's Current Report on Form

-K as filed by SGRP with the SEC on

September 10, 2018,

and the Amended By-Laws Complaint (without its exhibits and font size reduced), incorporated herein by reference from SGRP's Current Report on Form

-K as filed by SGRP with the SEC on

September 28, 2018.

Board Seating Litigation

June 29, 2018,

and

July 5, 2018,

SGRP received Written Consents (collectively, the "Director Consent") in lieu of a meeting of stockholders from Robert G. Brown and William H. Bartels, the holders of a combined

59%

of the issued and outstanding shares of Common Stock (together, the "Majority Stockholders"). The Director Consent adopted resolutions which unilaterally approved the selection, appointment and election of Mr. Jeffrey Mayer as a director of SGRP, effective immediately after all of the notices, filings and other conditions under applicable law have been satisfied, which must occur at least (and likely will occur approximately)

twenty

calendar days following SGRP's delivery of this Information Statement to its stockholders (the "Effective Time").

Mr. Mayer was

not

nominated or appointed by the Board or its Governance Committee. Mr. Mayer had

support in the Governance Committee, and he was never reported out by it to the Board for consideration. Of all of the Board members, only Mr. Bartels (and Robert G. Brown before his retirement as a director in

May 2018)

argued for his consideration.

The Majority Stockholders (i.e., Mr. Brown and Mr. Bartels) had asked the Governance Committee to consider Mr. Mayer as a potential Board candidate in order to add unspecified legal expertise to the Board. The Governance Committee did so, and after extensive deliberation, the Governance Committee determined that Mr. Mayer had limited legal experience in unrelated areas that is far from recent, does

not

satisfy any of the SGRP nomination standards for a director, is

not

the right candidate to serve on the SGRP Board, and, if unilaterally appointed to the Board by the unilateral action of Majority Stockholders, will

not

be considered an independent director.

The Governance Committee reported to the Board and the Majority Stockholders that Mr. Mayer would

not

be nominated or recommended to the Board by the Governance Committee, but the Governance Committee would consider other suitable candidates with relevant legal expertise. The Majority Stockholders insisted on Mr. Mayer and thereafter filed the

13D

Amendments and executed the Consent to unilaterally appoint Mr. Mayer to the Board.

Mr. Mayer will

not

be named a member of any of the committees of the Board because he will

not

be an independent director (as required by all of SGRP's Committee Charters).

In addition, as noted in the By-Laws Complaint (see

Stockholder By-Laws Litigation

, above), the changes in SGRP's By-Laws sought to be made by the Defendants in their Proposed Amendments stopped the process for seating Mr. Jeffery Mayer as a director. When the Majority Stockholders took action by less than unanimous consent (as was the case with Mr. Mayer), Delaware law requires notice to all stockholders and the SEC requires such notice to be in the form of an information statement containing extensive governance information substantially the same as for a proxy statement (collectively, the "Consent Notice Rules"). SGRP filed such a preliminary information statement (the "Preliminary Information Statement") on

July 31, 2018,

respecting the Mayer By-Laws Consents with included the required corporate governance disclosures. On advice of counsel, the Governance Committee determined that the Proposed Amendments disputed by SGRP would have made material changes in SGRP's corporate governance and rendered inaccurate the required corporate governance disclosures in the Preliminary Information Statement, and consequently, the Preliminary Information Statement filed could

not

become definitive nor could it be mailed to all stockholders.

September 20, 2018,

SGRP received a Summons pursuant to

Del. C.

§225

(a) from Robert G Brown ("RGB"),

one

of the Majority Stockholders, as plaintiff commencing a case (C.A.

No.

2018

00687

-TMR) (the

"225

Action") in the Court of Chancery of the State of Delaware (the "Court") against Christiaan Olivier, Chief Executive Officer, President and a Director of SGRP, and all

four

of the members of the Governance Committee, namely Lorrence Kellar, Chairman, and Jack W. Partridge, Arthur B. Drogue and R. Eric McCarthey (collectively, the

"225

Defendants"). The

225

Action seeks to forcibly and immediately remove Mr. Kellar from and add Mr. Mayer to the Board without resolution of the Proposed Amendments and without compliance with the Consent Notice Rules, which if successful would result in a violation of SEC rules. SGRP's Audit Committee has determined that the

225

Defendants were acting in good faith to comply with the Consent Notice Rules and protect the interests of SGRP and all stockholders and should be indemnified and defended respecting the

225

Action against them by RGB, and SGRP will vigorously contest that action.

Preliminary discovery has begun in By-Laws Action (see

Stockholder By-Laws Litigation

, above) and the

225

Action and the joint trial for both actions is scheduled to begin on

December 11,

although SGRP is currently seeking to postpone those actions until early

2019

in order to (among other things) permit adequate time for discovery.

Related Party Litigation

September 18, 2018,

SGRP received a Summons from SPAR Infotech, Inc. ("Infotech"), an affiliate of SGRP owned principally by Robert G Brown (

one

of the Majority Stockholders, a defendant in the By-Laws Action, and the plaintiff in the

225

Action) as plaintiff commencing a case (Index

No.:

64452/2018

) against SGRP (the "Infotech Action") in the Supreme Court of the State of the State of New York, Westchester County (the "NY Court"). The Infotech Action seeks payment from SGRP of

$190,000

for alleged lost tax benefits and other expenses it claims to have incurred in connection with SGRP's acquisition of its Brazilian subsidiary and previously denied by both management and SGRP's Audit Committee, who had jurisdiction because Infotech is a related party.

2016,

SGRP acquired SPAR Brasil Servicos de Merchandising e Tecnologia S.A. ("SPAR BSMT"), its Brazilian subsidiary, with the assistance of Robert G Brown (who retired as Chairman and an officer and director on

May 3, 2018)

and his nephew, Peter W. Brown (who became a director on

May 3, 2018).

Mr. Brown used his private company, SPAR Infotech, Inc. ("Infotech"), and undisclosed Irish companies to structure the acquisition for Infotech.

Mr. Brown also ran his alleged expenses associated with the transaction through Infotech, including large salary allocations for unauthorized personnel and claims for his "lost" "tax breaks." One of those unauthorized personnel had (in her severance agreement with SGRP) agreed to never directly or indirectly perform any services for SGRP or any services that could be directly or indirectly billed to SGRP, which restriction was fully disclosed to and known by Mr. Brown and therefore Infotech. Mr. Brown submitted his unauthorized and unsubstantiated "expenses" to SGRP, and SGRP's Audit Committee allowed approximately

$50,000

of them and disallowed approximately

$150,000

of them. Mr. Brown has repeatedly sought payment of the disallowed expenses, and on

August 4, 2018,

counsel for Infotech (also counsel for SBS and Brown) sent SGRP a draft complaint for a proposed action by Infotech against SGRP in Westchester County, NY, seeking to obtain the disallowed expenses.

September 18, 2018,

Infotech commenced the Infotech Action seeking to obtain those previously disallowed unauthorized expenses now totaling approximately

$190,000

to circumvent the adverse determination and objection of SGRP's Audit Committee (whole approval is required by applicable law for such a related party payment).

SGRP will vigorously contest that action.

SBS Field Specialist Litigation

The Company's merchandising, audit, assembly and other services for its domestic clients are performed by field merchandising, auditing, assembly and other field personnel (each a "Field Specialist"). The Company's affiliate, SBS, during

2017

provided approximately

10,700

Field Specialists (all of whom were engaged as independent contractors by SBS), representing

77%

(or

$25.9

million) of the total cost the Field Specialists utilized by the Company domestically, and continued to provide such services through

July 27, 2018 (

when the termination of its services took effect). SBS is

not

a subsidiary or in any way under the control of SGRP, SBS is

not

in the Company's financial statements, and SGRP does

not

participate in or control the defense by SBS of any litigation against it. The Company terminated its relationship with SBS and received

services from SBS after

July 27, 2018.

For affiliation, termination, contractual details and payment amounts, see Note

to the Company's Condensed Consolidated Financial Statements –

Related Party Transactions

–

Domestic Related Party Services

, above.

The appropriateness of SBS's treatment of its Field Specialists as independent contractors has been periodically subject to legal challenge (both currently and historically) by various states and others. SBS's expenses of defending those challenges and other proceedings have historically been reimbursed by the Company under SBS's Prior Agreement, and SBS's expenses of defending those challenges and other proceedings were reimbursed by the Company in the

three

month periods ending

June 30, 2018

and

2017

(in the amounts of

$44,000

and

$93,000,

respectively), and the

six

month periods ending

June 30, 2018

and

2017

(in the amounts of

$104,000

and

$179,000,

respectively), after determination (on a case by case basis) that those defense expenses were costs of providing services to the Company.

May 15, 2017,

the Company advised SBS that, since there was

currently effective comprehensive written services agreement with SBS, the Company would continue to review and decide each request by SBS for reimbursement of its legal defense expenses (including appeals) on a case-by-case basis in its discretion, including the relative costs and benefits to the Company. See Note

to the Company's Condensed Consolidated Financial Statements –

Related Party Transactions

–

Domestic Related Party Services

, above. SBS has disputed the right of the Company and SGRP's Audit Committee to review and decide the appropriateness of the reimbursement of any of those related party defense and other expense reimbursements. As provided in SBS's Prior Agreement, the Company is

not

obligated or liable, and the Company has

not

otherwise agreed and does

not

currently intend, to reimburse SBS for any judgment or similar amount (including any damages, settlement, or related tax, penalty, or interest) in any legal challenge or other proceeding against or involving SBS, and the Company does

not

believe it has ever done so (other than in insignificant nuisance amounts).

There can be

assurance that SBS will be able to satisfy any such judgment or similar amount resulting from any adverse legal determination. In addition, SBS

may

claim that the Company is somehow liable for any such judgment or similar amount imposed against SBS and pursue that claim with litigation, there can be

assurance that someone else will

not

claim that the Company is liable (under applicable law, through reimbursement or indemnification, or otherwise) for any such judgment or similar amount imposed against SBS, and there can be

assurance that the Company will be able to successfully defend any claim.. Any imposition of liability on the Company for any such amount could have a material adverse effect on the Company or its performance or condition (including its assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition), whether actual or as planned, intended, anticipated, estimated or otherwise expected. See Note

to the Company's Condensed Consolidated Financial Statements –

Commitments and Contingencies

Legal Matters

, above.

As the Company had utilized the services of SBS to support its in-store merchandising needs in California and SBS' independent contractor classifications had been invalidated in the Clothier Determination (see below), management of the Company determined, with the support of SGRP's Audit Committee and Board of Directors, and began in

May

2018

to shift to an all employee servicing model for its Field Specialists to support the performance of its services in California for clients in this critical market and nationally for certain domestic clients that are requiring the Company to use employees as its Field Specialists. As previously noted, management currently estimates that the potential incremental annual cost of this change in California from independent contractors to Company employees could be substantial.

Due to (among other things) the Clothier Determination and the ongoing proceedings against SBS, which could have had a material adverse effect on SBS's ability to provide future services needed by the Company, and the Company's location of an independent

third

party company who would provide comparable services on substantially better terms, the Company terminate the services of SBS effective

July 27, 2018,

and the Company has engaged that independent

third

party company to replace those services formerly provided by SBS.

Current material and potentially material proceedings against SBS and, in

one

instance, the Company are described below. SBS continues to claim that the Company is somehow liable to reimburse SBS for its expenses in those proceedings. These descriptions are based on an independent review by the Company and do

not

reflect the views of SBS, its management or its counsel.

SBS Clothier Litigation

Melissa Clothier was engaged by SBS (then known as SPAR Marketing Services, Inc.) and provided services pursuant to the terms of an "Independent Merchandiser Agreement" with SBS

(

prepared solely by SBS

)

acknowledging her engagement as an independent contractor. On

June 30, 2014,

Ms. Clothier filed suit against SBS and the Company styled Case

No.

RG12

639317,

in the Superior Court in Alameda County, California (the "Clothier Case"), in which Ms. Clothier asserted claims on behalf of herself and a putative class of similarly situated merchandisers in California who are or were classified as independent contractors at any time between

July 16, 2008,

and

June 30, 2014.

Ms. Clothier alleged that she and other class members were misclassified as independent contractors and that, as a result of this misclassification, the defendants improperly underpaid them in violation of various California minimum wage and overtime laws. The Company was originally a defendant in the Clothier Case but was subsequently dismissed from the action without prejudice.

The court ordered that the case be heard in

two

phases. Phase

one

was limited to the determination of whether members of the class were misclassified as independent contractors. After hearing evidence, receiving post-trial briefings and considering the issues, the Court issued its Statement of Decision on

September 9, 2016,

finding that the class members had been misclassified as independent contractors rather than employees (the "Clothier Determination"). The plaintiffs and SBS have now moved into phase

two

to determine damages (if any), which has included discovery as to the measure of damages in this case.

Facing significant potential damages in the Clothier Case, SGRP chose, and on

June 7, 2018,

entered into mediation with the plaintiffs and plaintiff's counsel in the Clothier Case to try to settle any potential future liability for any possible judgment against SGRP in that case. SBS and its stockholders refused to participate in that mediation unless SGRP bore the full cost of any settlement and Brown was given a leading role in the mediation. SGRP disagreed, insisting on the Majority Stockholders’ and SBS’s economic participation. After extensive discussions, SGRP reached a settlement and entered into a memorandum of settlement agreement, which is subject to court approval and

not

likely to become final until several months into

2019

if and when the settlement is approved by the court. If approved, SGRP will pay a maximum settlement amount of

$1.3

million, payable in

four

equal annual installments that commence

days after the settlement becomes final, and the Company will be released by plaintiff and the settlement class from all other liability under the Clothier Case. The Company has recorded the

$1.3

million charge during the

second

quarter of

2018

as part of the settlement.

The plaintiffs and SBS are still proceeding with the damages phase of the Clothier Case, which trial is currently scheduled for

December

2018.

Since SGRP has

further involvement in the Clothier Case, SGRP stopped paying (as of

June 7, 2018)

for SBS’s legal expenses (defense and appeal) in the Clothier Case and notified SBS. Defendants continue to demand that those expenses be reimbursed by SGRP.

SBS Rodgers Litigation

Maceo Rodgers was engaged by and provided services to SBS pursuant to the terms of his "Master Agreements" with SBS acknowledging his engagement as an independent contractor. On

February 21, 2014,

Rodgers filed suit against SBS, Robert G. Brown and William H. Bartels, styled Civil Action

No.

3:14

-CV-

00055,

in the U.S. District Court for the Southern District of Texas (Galveston Division). Plaintiff asserted claims on behalf of himself and an alleged class of similarly situated individuals who provided services to SBS as independent contractors at any time on or after

July 15, 2012,

claiming they all were misclassified as independent contractors and that, as a result of this misclassification, the Defendants improperly underpaid them in violation of the Fair Labor Standards Act's overtime and minimum wage provisions. Although the Court conditionally certified the class on

December 8, 2015,

only

individuals joined the action as opt-in plaintiffs, and all but

of them have potentially disqualifying arbitration provisions, residences outside the class's geographic area, or late opt-in filings, and were challenged by the Defendants in various motions, including a motion to decertify the class. The Court, however, did

not

rule on these motions and instead stayed the case on

September 19, 2017

to allow the parties to mediate. On

October 24, 2017,

the Court granted the parties' joint motion to extend the stay order until

January 31, 2018.

A formal mediation was undertaken in this action. However, the mediation was unsuccessful. SBS is now waiting for the Court to rule on (

) Plaintiff’s motion for nationwide judicial notice and to certify a nationwide collective action, and (

) SBS’s motion to decertify the collective class. It is anticipated that this matter will likely proceed to trial later this year or early next year.

SGRP Hogan Litigation

Paradise Hogan was engaged by and provided services to SBS as an independent contractor pursuant to the terms of an "Independent Contractor Master Agreement" with SBS

(

prepared solely by SBS

)

acknowledging his engagement as an independent contractor. On

January 6, 2017,

Hogan filed suit against SBS and SGRP (and part of the Company), styled Civil Action

No.

1:17

-cv-

10024

-LTS, in the U.S. District Court for District of Massachusetts. Hogan initially asserted claims on behalf of himself and an alleged nationwide class of similarly situated individuals who provided services to SBS and SGRP as independent contractors. Hogan alleged that he and other alleged class members were misclassified as independent contractors, and as a result of this purported misclassification, Hogan asserted claims on behalf of himself and the alleged Massachusetts class members under the Massachusetts Wage Act and Minimum Wage Law for failure to pay overtime and minimum wages, as well as state law claims for breach of contract, unjust enrichment, quantum meruit, and breach of the covenant of good faith and fair dealing. In addition, Hogan asserted claims on behalf of himself and the nationwide class for violation of the Fair Labor Standards Act's overtime and minimum wage provisions. On

March 28, 2017,

the Company moved to refer Hogan's claim to arbitration pursuant to his agreement, to dismiss or stay Hogan's case pending arbitration, and to dismiss Hogan's case for failure to state a specific claim upon which relief could be granted.

November 13, 2017,

the Court convened a status conference call with the parties to discuss the impact on the case of the Supreme Court’s pending decision in Epic Systems Corp. v. Lewis, in which the Supreme Court heard arguments in

October 2017

and ultimately will decide whether arbitration clauses that include a waiver of a worker’s right to bring or participate in a class action violate the National Labor Relations Act. On

March 12, 2018,

the Court denied both defendants’ Motion to Dismiss for failure to state a claim, denied the Motion to Compel Arbitration as to SGRP, denied the Motion to Stay as to SGRP, and allowed the Motion to Stay as to SBS pending the outcome of the Supreme Court’s decision in Epic Systems), which (depending on the Supreme Court's ruling) could result in all SBS disputes being sent to arbitration. On

April 24, 2018,

SGRP filed a notice of appeal with the First Circuit of the District Court’s decision. The Parties have agreed to stay the District Court litigation pending the First Circuit’s decision on SGRP’s appeal. Briefing on SGRP’s appeal closed on

August 8, 2018

and the appeal hearing was heard by the First Circuit on

September 11, 2018.

SGRP is currently awaiting the First Circuit’s decision on its appeal. If SGRP’s appeal is unsuccessful, SGRP will vigorously defend itself against all claims.