FUNDAMENTAL GLOBAL INC.

CODE OF BUSINESS CONDUCT AND ETHICS

I. INTRODUCTION

This Code of Business Conduct and Ethics (the “Code”) summarizes long-standing principles of conduct that Fundamental Global Inc. and its subsidiaries (the “Company”) follow to ensure our business is conducted with integrity and in compliance with the law. Every employee, officer and director is expected to know and follow the policies outlined in this Code. Any employee or officer who violates the letter or spirit of these policies is subject to disciplinary action, up to and including termination. This Code has been developed to communicate the Company’s expectations of our employees and to promote the following conduct:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
• Consideration of any potential conflicts of interest, including disclosure to the Company’s Chief Financial Officer or to the Chair of the Audit Committee, as appropriate, of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
• Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with the Securities and Exchange Commission (the “SEC”) and in our other public communications;
• Compliance with applicable governmental laws, rules, and regulations;
• Ensuring that the Company’s legitimate business interests, opportunities, assets and
  confidential information are always protected;
• Prompt internal reporting of violations of the Code;
• Deterrence of wrongdoing; and
• Accountability for adherence to the Code.

This Code is a guide that is intended to sensitize employees, officers and directors to significant legal and ethical issues that arise frequently and to the mechanisms available to report illegal or unethical conduct. It is not, however, a comprehensive document that addresses every legal or ethical issue that an employee, officer or director may confront, nor is it a summary of all laws and policies that apply to the Company’s business. From time to time, the Company may adopt additional policies and procedures with which the Company’s employees, officers and directors are expected to comply, if applicable to them. Ultimately, however, no code of business conduct and ethics can replace the thoughtful behavior of an ethical employee, officer or director. It is the responsibility of each employee to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in this Code. Action by members of your family, significant others or other persons who live in your household (referred to in the Code as “family members”) also may potentially result in ethical issues to the extent that they involve the Company’s business. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your family members, significant others and other persons who live in your household.

You should read this Code carefully. If you have any questions about this Code or are concerned about conduct you believe violates the Company’s policies or the law, you should consult the Chief Executive Officer, the Chief Financial Officer, immediate or senior management or the Chair of the Audit Committee. No one at the Company has the authority to make exceptions to these policies, other than our Chair of the Audit Committee or the Chief Executive Officer; exceptions relating to executive officers or directors must be approved by the Audit Committee of the Board of Directors.

II. OUR GUIDING PRINCIPLES AND VALUES

All employees are required to observe the highest standards of business and personal ethics in the conduct of their duties and responsibilities. All employees are expected to devote their best efforts and attention to the performance of their responsibilities. Accordingly, every employee is expected to:

• use good judgment;
• maintain the highest level of integrity and honesty;
• comply with all applicable laws, rules and regulations;
• consider potential conflicts of interests between his or her personal interests and the interests of the Company; and
• maintain the Company’s confidential information when required.

III. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Employees, officers and directors must comply fully with all applicable foreign, federal, state and local laws, rules and regulations that govern the Company’s business conduct, including, without limitation, insurance laws, antitrust laws, employee health and safety laws, environmental laws, insider trading laws and the Foreign Corrupt Practices Act (the “FCPA”).

Kickbacks, bribes or other illegal consideration are never acceptable and must never be either given or accepted by anyone acting on behalf of the Company. Political payments in foreign countries pose special legal problems. Employees engaged in foreign operations should never make any payment to a governmental official, agency, instrumentality or political party unless such payment has been approved in advance by the Chair of the Audit Committee or Chief Executive Officer.

Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject an individual as well as the Company to civil and/or criminal penalties. You should be aware that conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation. It is in everyone’s best interests to know and comply with the Company’s legal and ethical obligations.

IV. PROHIBITION AGAINST INSIDER TRADING

In general, employees, officers and directors who have access to, or knowledge of, material nonpublic information from or about the Company are prohibited from buying, selling or otherwise trading in the Company’s stock or other securities. “Material nonpublic information” includes any information, positive or negative, that has not yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in deciding whether to buy or sell stock or other securities.

Such insiders also are prohibited from giving “tips” on material nonpublic information, that is directly or indirectly disclosing such information to any other person, including family members, other relatives and friends, so that they may trade in the Company’s stock or other securities. Furthermore, if, during the course of your service with the Company, you acquire material nonpublic information about another company, such as one of our customers or suppliers, or you learn that the Company is planning a major transaction with another company (such as an acquisition), you are restricted from trading in the securities of the other company.

Such “insider trading” is both unethical and illegal, with criminal and civil penalties.

The Company has adopted a separate Insider Trading Policy with which you are expected to comply as a condition of your employment with the Company. If applicable, you should consult the Insider Trading Policy for more specific information on the definition of “material, nonpublic information” and on buying and selling the Company’s securities or securities of companies with which the Company does business.

V. CONFLICTS OF INTEREST

Business decisions must be made in the best interest of the Company, not motivated by personal interest or gain. Therefore, as a matter of the Company policy, all employees, officers and directors must conduct their business and professional affairs taking into consideration potential conflicts of interests between their interests and the interests of the Company.

A “conflict of interest” occurs when an individual’s personal interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict of interest situation can arise when an employee, officer or director takes actions or has interests (financial or other) that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest also may arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company, regardless of whether such benefits are received from the Company or a third party.

No employee, officer, director or member of their family may accept gifts, favors, employment or otherwise establish financial ties that may create an obligation, either stated or implied, to a vendor, broker, customer or competitor. We recognize that certain employees, in the course of their employment, may engage in entertainment of business associates of the Company, or may themselves be entertained by such business associates. Participation by employees in such entertainment activities is expected to be limited to moderate, generally expected levels that can be reasonably reciprocated. In addition, no employee, whether using Company funds or personal funds, may either offer entertainment activities to business associates of the Company or participate in entertainment activities to business associates of the Company in exchange for special treatment or favor for the employee or the Company. It is difficult to identify exhaustively what constitutes a conflict of interest, and conflicts of interest may not always be clear-cut.

If any questions arise, or if any interest may give rise to a conflict of interest, please consult with the Chief Financial Officer, immediate or senior management or the Chair of the Audit Committee if circumstances warrant. All directors and officers of the Company shall disclose any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest to the Chair of the Audit Committee so that the Audit Committee can review such transaction or relationship.

Under some statutes, such as the FCPA, giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with the Chief Executive Officer, the Chief Financial Officer, immediate or senior management or the Chair of the Audit Committee any proposed entertainment or gifts if you are uncertain about their appropriateness.

VI. CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from: (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position without the approval of the Audit Committee or the Board of Directors; (b) using corporate property, information or position for improper personal gain; and (c) engaging directly or indirectly through a family member, associate or by taking a financial interest in any business that could compete with the Company or its products without the approval of the Audit Committee or the Board of Directors. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Notwithstanding the foregoing, pursuant to Section 122(17) of the Delaware General Corporation Law (the DGCL), the Board may take action to renounce and waive the Company’s interest or expectancy under the corporate opportunity doctrine with respect to particular corporate opportunities, as provided for in such Board action.

An employee, officer, or director and his or her immediate family holding significant financial interest in a major customer, supplier, or any competitor of the Company must report the details of the investment to the Chair of the Audit Committee if they are a director or an executive officer or otherwise to their immediate supervisor for referral to the Chief Executive Officer for evaluation. Prior written approval is also required prior to proceeding with any transaction that would create a significant financial interest in a major customer, supplier or any competitor of the Company.

VII. CONFIDENTIALITY

One of the Company’s most important assets is its confidential information. As an employee of the Company, you may learn of information about the Company that is confidential and proprietary. You also may learn of information before that information is released to the general public. Employees who have received or have access to confidential information should take care to keep this information confidential. Confidential information includes non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed, such as business and marketing plans, financial information, designs, databases, customer lists, pricing strategies, personnel data, personally identifiable information pertaining to the Company’s employees, customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to the Company by its customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.

In addition, because the Company interacts with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat the Company’s confidential and proprietary information. There may even be times when you must treat as confidential the fact that the Company has an interest in, or is involved with, another company.

You are expected to keep confidential and proprietary information confidential unless and until that information is released to the public through approved channels (usually through a press release, a filing with the SEC or a formal communication from a member of senior management, as further described below). Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about the Company or any other company learned in the course of employment with the Company, until that information is disclosed to the public through approved channels. This policy requires you to refrain from discussing confidential or proprietary information with outsiders and even with other Company employees, unless those fellow employees have a legitimate need to know the information in order to perform their job duties or you are otherwise authorized by the Company to discuss the information. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties. Nothing in this Code shall be construed to prohibit your ability to provide information to any regulatory or governmental agency.

You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, data storage devices and laptop computers, should be stored securely. Unauthorized posting or discussion of any information concerning the Company’s business, information or prospects on the Internet is prohibited. Unless otherwise authorized by the Company, you may not discuss the Company’s business, information or prospects on any social network or in any “chat room,” regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasi-public” areas within the Company, such as the reception area. All Company emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company, except where required for legitimate business purposes.

In addition to the above responsibilities, if you are handling information protected by any privacy policy published by the Company, then you must handle that information in accordance with the applicable policy.

VIII. FAIR DEALING

You are critical to the success of the Company, and the Company’s policy is to treat you with fairness and respect.

Each employee, officer and director must endeavor to deal fairly and in good faith with the Company’s customers, sales brokers, suppliers, competitors and employees. No employee, officer or director shall take unfair advantage of anyone or engage in any other unfair dealing practices.

The Company’s policy is to select, place and work with all employees and officers without discrimination based on race, color, national origin, gender, age, marital status, religion, disability, veteran’s status or sexual orientation. Equal opportunity is a firm and basic belief of the Company. The Company prohibits discrimination in decisions concerning recruitment, hiring, compensation, benefits, training, termination, promotions, or any other condition of employment or career development.

Further, it is the responsibility of each of us to help the Company provide a work atmosphere free of harassing, abusive, disrespectful, disorderly, disruptive or other nonprofessional conduct. Sexual harassment in any form, verbal or physical, by any employee, officer or director will not be tolerated. The Company will not tolerate the use of discriminatory slurs; unwelcome, unsolicited sexual advances or harassment; or any other remarks, jokes or conduct that create or foster an offensive or hostile work environment. Each person, at every level of the organization, must act with respect toward customers, co-workers and outside firms. A violation of this policy will be treated with appropriate discipline, up to and including termination. Retaliatory conduct will not be tolerated.

IX. SAFETY AND ENVIRONMENT

Safety is always a primary goal. All employees are responsible for ensuring that the operations of the Company are conducted in a safe manner and that all corporate safety rules and practices are adhered to in the workplace. Any violations or unsafe conditions should be promptly brought to a supervisor’s attention. In addition, employees must remain committed to adhering to the law and taking all other reasonable steps to preserve and enhance the environment, public health and safety.

X. PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees, officers and directors must protect the Company’s assets and ensure their efficient use. Such assets include, without limitation, intellectual property such as the Company name, logos, trademarks, patents, copyrights, confidential information including sales and other data, manufacturing processes and formulae, ideas, plans and strategies. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company property and assets, such as office supplies, computer equipment, laboratory supplies and Company space, should be used only for legitimate business purposes. Any misuse or infringement of the Company’s assets should be reported to the Chief Financial Officer, Chief Executive Officer or the Chair of the Audit Committee.

You may not, while acting on behalf of the Company or while using its computing or communications equipment or facilities, either:

• access the internal computer system (also known as “hacking”) or other resource of another entity without express written authorization from the entity responsible for operating that resource; or
• commit any unlawful or illegal act, including harassment, libel, fraud, sending of unsolicited bulk email (also known as “spam”) in violation of applicable law, trafficking in contraband of any kind, or espionage.

If you receive authorization to access another entity’s internal computer system or other resource, you must make a permanent record of that authorization so that it may be retrieved for future reference, and you may not exceed the scope of that authorization.

Unsolicited bulk email is regulated by law in a number of jurisdictions. If you intend to send unsolicited bulk email to persons outside of the Company, either while acting on the Company’s behalf or using the Company’s computing or communication equipment or facilities, you should contact your supervisor or the Chief Executive Officer for approval.

All data residing on or transmitted through the Company’s computing and communications facilities, including email and word processing documents, is the property of the Company and subject to inspection, retention and review by the Company, with or without an employer’s or third party’s knowledge, consent or approval, in accordance with applicable law. Any misuse or suspected misuse of the Company’s assets must be immediately reported to your supervisor or the Chief Executive Officer.

XI. ANTITRUST COMPLIANCE

Antitrust laws are designed to prohibit practices that might unreasonably restrict competition. These laws deal with agreements and practice “in restraint of trade” such as price fixing and boycotting suppliers or customers. They also prohibit:

• pricing intended to drive a competitor out of business;
• disparaging, misrepresenting or harassing a competitor;
• stealing trade secrets;
• allocation of customers, territories or contracts;
• bribery; and
• kickbacks.

Certain kinds of information, such as pricing, production and inventory, should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social.

It is our policy to comply fully with antitrust laws. You are prohibited from engaging in practices that violate antitrust and competition laws. Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars, which may be tripled under certain circumstances. Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where the Company does business can be difficult, and you are urged to seek assistance from your Supervisor whenever you have a question relating to these laws.

XII. FINANCIAL INTEGRITY AND COMPANY RECORDS

It is the Company’s fundamental principle that its books and records be completed accurately and honestly. We rely on our accounting records to produce reports for our management, shareholders, creditors, governmental agencies, and others. Each employee must maintain accurate and fair records of transactions, time reports, expense reports, and other business records. The making of false or misleading entries, whether they relate to financial results or test results, is strictly prohibited. The Company’s records serve as a basis for managing its business and are important in meeting its obligations to customers, suppliers, creditors, employees and others with whom the Company does business. As a result, it is important that the Company’s books, records and accounts accurately and fairly reflect, in reasonable detail, the Company’s assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities.

In this respect, the following guidelines must be followed:

• No undisclosed or unrecorded funds or assets may be established for any purpose;
• Assets and liabilities of the Company must be recognized and stated in accordance with our standard practices and Generally Accepted Accounting Principles;
• No false or artificial entries may be made nor misleading reports issued;
• No false or fictitious invoices may be paid or created; and
• Transactions must be supported by appropriate documentation.

If you believe that our books and records are not being maintained in accordance with these requirements, you should report the matter immediately pursuant to your supervisor or the Chief Executive Officer.

In addition, if you have any concerns regarding questionable accounting or auditing matters at the Company, you may raise those concerns, confidentially and anonymously, directly to the Chair of the Audit Committee (or, if not comfortable, report such information via the Company telephone “Ethics and Compliance Reporting Hotline.”).

XIII. PUBLIC COMPANY REPORTING

As a result of our status as a public company, the Company is required to file periodic and other reports with the SEC. The Company takes its public disclosure responsibility seriously. To that end, each employee participating in the Company’s public reporting must take all reasonable steps to ensure that these reports furnish the marketplace with full, fair, accurate, timely and understandable disclosure regarding the financial and business condition of the Company.

The Chief Executive Officer and Chief Financial Officer must promptly bring to the attention of the Audit Committee or the Board of Directors any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, or (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

XIV. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

All employees, officers and directors have a duty to adhere to this Code.

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about possible illegal or unethical behavior that has occurred and, when in doubt, about the best course of action in a particular situation.

If you are concerned about a violation of this Code or other illegal or unethical conduct by employees, officers or directors of the Company, contact the Chief Financial Officer, Chief Executive Officer or Chair of the Audit Committee or report such information via the Company telephone “Ethics and Compliance Reporting Hotline.” A separate email address is set-up for each of the above executive officers and the Chair of the Audit Committee. Confidentiality will be maintained to the fullest extent possible.

You can discuss your concern without fear of any form of retaliation. When you report a violation of the Code through the established procedures:

• You will be treated with respect;
• Your concerns will be taken seriously; if your concerns are not resolved at the time of your report, you will be informed of the outcome if you provide your contact information;
• You will not be required to identify yourself; and
• The Company will treat such information confidentially, to the extent it can without
  failing to fulfill its legal obligations.

No employee will be penalized for making a good-faith report of violations of this Code or other illegal or unethical conduct, nor will we tolerate retaliation of any kind against anyone who makes a good-faith report. An employee, officer or director who submits a false report of a violation, however, will be subject to disciplinary action. If you report a violation and in some way also are involved in the violation, the fact that you stepped forward will be considered.

All reports of violations will be reviewed and investigated. You should not investigate on your own but leave such work to the appropriate persons chosen by the Chief Financial Officer, Chief Executive Officer and/or Chair of the Audit Committee. If the result of an investigation indicates that corrective action is required, the Company will decide what steps to take, including, when appropriate, legal proceedings and disciplinary action up to and including termination, to rectify the problem and avoid the likelihood of its recurrence.

XV. RELATIONSHIP TO COMPANY POLICIES

This Code does not supersede, change, alter or replace the existing policies and procedures already in place and communicated to the Company’s employees, officers and directors.

This Code sets forth the Company’s goals and expectations for individual and business conduct. This Code is not intended to, and does not in any way constitute, an employment contract or an assurance of continued employment. The Company does not create any contractual rights by issuing this Code.

XVI. AMENDMENT, MODIFICATION AND WAIVER

This Code may be amended, modified or waived by the Board of Directors. To the extent required by the rules of Nasdaq or the SEC, any change to, or waiver of, this Code for the Company’s directors or executive officers, including the Company’s principal executive officer, principal financial officer, principal accounting officer, controller or any officer performing similar functions, must be disclosed within four business days to our stockholders either by a Form 8-K filing or by publishing a statement on our website with an explanation of the reasons for the waiver.

XVII. ACKNOWLEDGMENT

Employees, officers and directors are accountable for knowing and abiding by these policies. This Code will be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company and will also be distributed annually. The Company may require that employees, officers and directors sign an acknowledgment confirming that they have received and read this Code, understand it and are complying with it. The Company also may require certain supervisory personnel to complete an annual questionnaire regarding their knowledge of any potential or actual violations of this Code.

The Company may amend this Code as set out in Paragraph XVI. The most current version of this Code can be found on the Company’s website.

FUNDAMENTAL GLOBAL INC. (the “Company”) 

AUDIT COMMITTEE CHARTER

I. PURPOSE

The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) to assist the Board in fulfilling its oversight responsibilities with respect to (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the external auditor’s qualifications and independence, and (d) the performance of the Company’s internal audit function (if applicable) and the performance of the externalauditors.The AuditCommittee’sprimarydutiesandresponsibilitiesareto:

• (a)  Oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company.
• (b)  Identify and monitor the management of the principal risks that could impact the financial reporting of the Company.
• (c)  Monitor the integrity of the Company’s financial reporting process and system of internal controls regarding financial reporting and accounting appropriateness and compliance.
• (d)  Recommend the appointment of and monitor the independence and performance of the Company’s external auditors and the appointed actuary.
• (e)  Provide an avenue of communication among the external auditors, the appointed actuary, management and the Board.
• (f)  Review the annual audited financial statements with management and the external auditors.

II. ORGANIZATION

Audit Committee members shall meet the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, the independence requirements of the Nasdaq listing standards and all other applicable rules and regulations. The Audit Committee shall be composed of three or more directors as determined by the Board. All members of the Committee shall be financially literate, being defined as able to read and understand fundamental financial statements, including balance sheets, income statements and cash flow statements, and at least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the Committee member’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Chair of the Committee shall have accounting or related financial management expertise. No member of the Committee may have participated in the preparation of the financial statements of the Company or any of the Company’s current subsidiaries during the last three years from the time of their service as a member of the Committee.

Audit Committee members shall be appointed by the Board. The Audit Committee Chair shall be designated by the full Board or if it does not do so, the members of the Committee may designate a Chair by majority vote of the Committee membership. The Committee may form and delegate authority granted under this Charter to subcommittees when appropriate.

III. STRUCTURE AND MEETINGS

The Committee shall meet at least quarterly, or more frequently as circumstances dictate. All meetings of the Committee may be held in person, telephonically, videoconference or similar means of remote communication. The Audit Committee shall prepare and/or approve an agenda in advance of each meeting.

Each member of the Committee shall have one vote. One-third of the Committee members, but not less than two, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members at any meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members.

The Audit Committee has the authority under this Charter to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the external auditors as well any other employees or consultants to the Company and its subsidiaries. The Audit Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants, advisers or experts it deems necessary in the performance of its duties under this Charter. The Company shall provide appropriate funding, as determined by the Committee, for the compensation to any external auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, compensation to any consultants, advisers or experts employed by the Committee, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties under this Charter.

IV. RESPONSIBILITIES AND DUTIES

The Audit Committee shall have the power and authority of the Board to perform the following duties and fulfill the following responsibilities:

Review Procedures

• (a)  Review and reassess the adequacy of this Charter at least annually and submit the Charter with suggested changes to the Board for approval.
• (b)  Review the Company’s annual audited financial statements and discuss the Company’s quarterly financial statements and related documents and disclosure, including those to be included in the Company’s periodic reports with the Securities and Exchange Commission prior to filing or distribution. Review should include discussion with management and external auditors of significant issues regarding accounting principles, practice, and significant management estimates and judgments as well as the contents of “Management’s Discussion and Analysis”.
• (c) In consultation with management, external auditors, and appointed actuary, consider the integrity of the Company’s financial, reporting processes and internal controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the external auditors together with management’s responses.

• (d)  Review the Company’s quarterly financial results and related documents prior to the release of earnings and/or the Company’s quarterly financial statements prior to filing or distribution.
• (e)  Review financial statements and other related documents to be included in any prospectus or other offering document of the Company.
• (f)  Discuss the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information and any reconciliation to GAAP, as well as financial information provided to analysts and rating agencies.

External Auditors, and Actuaries

• (a)  The external auditors are accountable to the Audit Committee and the Board and shall report directly to the Committee. On no less than an annual basis, the Audit Committee shall review the independence and performance of the auditors and annually recommend to the Board the appointment of the external auditors or approve any discharge of auditors when circumstances warrant.
• (b)  The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the external auditors, including the provision of both audit related and non-audit related services.
• (c)  On no less than an annual basis, the Committee should review and discuss with the external auditor all significant relationships it has with the Company that could impact the objectivity and independence of the auditor. During such review and discussion, the Committee shall receive a formal written statement from the external auditor delineating all relationships between the auditor and the Company.
  
• (d)  Review the external auditor’s audit plan and in particular, discuss and approve audit scoping, staffing, locations, reliance upon management and general audit approach.
• (e)  On not less than an annual basis review with the external auditors:
  
  • (i)  all critical accounting policies and practices to be used in connection with the auditor’s report;
  • (ii)  all alternative treatments within GAAP for policies and practices related to material items that have been discussed with management, including ramification of the use of such alternative disclosures and treatments, and the treatment preferred by auditor; and
  • (iii)  other material written communications between the auditor and the management of the Company, such as any management representation letter, schedule of unadjusted differences, reports on observations and recommendations on internal control, engagement letter and independence letter.
  • (iv)  all critical audit matters (CAM’s) identified by the external auditors
• (f)  Prior to releasing the year-end earnings, discuss the results of the audit with the external auditors. Discuss certain matters required to be communicated to audit committees in accordance with GAAP.
• (g)  Consider the external auditor’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in the Company’s financial reporting.
• (h)  Set clear hiring policies for employees or former employees of the external auditors.
• (i)  Consider the appointed actuary’s judgment about the appropriateness of management’s selection of assumptions of methods to determine the unpaid claims liabilities included in the Company’s year-end financial statements.

Corporate Internal Controls and Policies

• (a)  Discuss policies with respect to risk assessment and 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.
• (b)  On not less than an annual basis, obtain and review all reports issued by the external auditor describing the Company’s internal quality control review, or peer reviewoftheCompany.
• (c) Review significant internal control reports together with the Company’s management and with external auditors.

• (d)  Meet separately, periodically, with management, with internal auditors and with external auditors.
• (e)  Establish and review formal whistleblower procedures that address the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls and auditing matters and the confidential, anonymous submission by Company employees of any concerns regarding questionable accounting or auditing matters.
• (f)  On at least an annual basis, review with the Company’s General Counsel any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.
• (g)  On at least an annual basis, review the Company’s investment policy. It is being understood that the Committee shall not be responsible for providing input in regards to investment selection or monitoring. It is also being understood all investments outside of the Investment Committee’s authority shall be approved by the Board.

Other Audit Committee Responsibilities

• (a)  Perform any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Committee or the Board deems necessary or appropriate.
• (b)  Maintain minutes of meetings and periodically report to the Board on significant results of the foregoing activities.
• (c)  Establish, review, and update periodically the Company’s Code of Business Conduct and Ethics.
• (d)  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 potential transaction or holds a meeting of the non-interested directors of the Board to approve a transaction, the Committee shall not be required to separately meet to consider such transaction or assess conflicts of interest in connection with such transaction).
• (e)  Review policies and procedures regarding transactions, and review and oversee the transactions, between the Company and officers, and 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 potential transaction or holds a meeting of the non-interested directors of the Board to approve such transaction, the Committee shall not be required to separately meet to consider such transaction or assess conflicts of interest in connection with such transaction).

V. LIMITATION ON THE OVERSIGHT ROLE OF THE AUDIT COMMITTEE

Nothing in this Charter is intended, or may be construed, to impose on any member of the Audit Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject.

Each member of the Audit Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Company from whom he or she receives financial and other information, and the accuracy of the information provided to the Company by such persons or organizations.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles in the United States and applicable rules and regulations. These are the responsibility of management and the external auditors.

Last revised as of November 12, 2018.

FUNDAMENTAL GLOBAL INC. (the “Company”)

COMPENSATION & MANAGEMENT RESOURCES COMMITTEE CHARTER

I. PURPOSE

The primary purpose of the Compensation & Management Resources Committee (the “Committee”) is: (i) to assist the Board of Directors (the “Board”) in discharging its responsibilities in respect of compensation of the Company’s executive officers; (ii) to review and authorize compensation in connection with management service agreements or similar arrangements; and (ii) to provide recommendations to the Board in connection with directors’ compensation.

II. ORGANIZATION

Subject to the Company’s election to rely on the exemptions available to “controlled companies” or to “smaller reporting companies” under the Nasdaq listing standards, the Committee shall consist of two or more directors, each of whom shall satisfy the independence requirements of the Nasdaq listing standards, including those requirements specifically relating to the independence of compensation committee members, as applicable, Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, and any other regulatory requirements.

Committee members shall be elected by the Board and shall serve until their successors are duly elected and qualified, or until earlier resignation or removal. The Committee’s chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.

The Committee may form and delegate authority under this Charter to subcommittees when appropriate.

III. STRUCTURE AND MEETINGS

The Committee shall meet at least annually, or more frequently as circumstances dictate. All meetings of the Committee may be held in person, telephonically, videoconference or similar means of remote communication. The chairperson of the Committee will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. In the absence of the chairperson of the Committee, the Committee shall select another member to preside.

Each member of the Committee shall have one vote. One-third of the Committee members, but not less than two, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members at any meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members.

All non-employee directors who are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, members of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

IV. GOALS AND RESPONSIBILITIES

The Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:

• (a)  develop guidelines for and determine the compensation and performance of the executive officers of the Company (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934), in the case of the CEO’s compensation without the CEO being present;
• (b)  recommend to the Board incentive and equity-based plans, administer such plans, oversee compliance with the requirement under the Nasdaq listing standards that shareholders of the Company approve equity incentive plans (with limited exceptions under such standards) and approve grants of equity and equity-based awards;
• (c)  review any recommendations from the CEO with respect to compensation for the other executive officers, including benefits and perquisites, incentive compensation plans and equity-based plans for recommendation to the Board;
• (d)  to review and authorize compensation and other fees in connection with management services agreements, shared services agreements or similar arrangements under which executive, management or other services are provided to the Company;
• (e)  oversee risks relating to the Company’s compensation policies, practices and procedures;
• (f)  review and discuss with management the proxy disclosures regarding executive compensation required to be included in the Company’s proxy statement and periodic reports with the SEC, each in accordance with applicable rules and regulations of the SEC and other authority, and if so required by the rules of the SEC, to produce a report for inclusion in the Company’s proxy statement on executive compensation;
• (g)  evaluate the results of the shareholder advisory vote on executive compensation when held;
• (h)  review director compensation levels and practices, and recommend, from time to time, changes in such compensation levels and practices to Board with equity ownership in the Company encouraged; and
• (i)  annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

V. COMMITTEE RESOURCES

The Committee shall have the authority, in its sole discretion, to obtain advice and seek assistance from internal and external compensation, legal, accounting and other advisors (“Committee Advisors”). The Committee shall be directly responsible for the appointment and oversight of the work of any Committee Advisor. The Committee shall determine the extent of funding necessary for the payment of reasonable compensation to any advisor retained to advise the Committee, such funding to be provided by the Company.

Prior to selecting any Committee Advisor, if the Company no longer qualifies as a “smaller reporting company” as defined by the SEC’s rules, the Committee shall consider the following

factors related to the independence of the prospective Committee Advisor: (i) the provision of other services to the Company by the person that employs the prospective Committee Advisor; (ii) the amount of fees received from the Company by the person that employs the prospective Committee Advisor, as a percentage of the total revenue of the person that employs the prospective Committee Advisor; (iii) the policies and procedures of the person that employs the prospective Committee Advisor that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the prospective Committee Advisor with a member of the Committee; (v) any stock of the Company owned by the prospective Committee Advisor; and (vi) any business or personal relationship of the prospective Committee Advisor or the person that employs the prospective Committee Advisor with an executive officer of the Company.

The Committee shall determine annually if any conflicts of interest exist on the part of any Committee Advisor and, if so, ensure disclosure of such conflicts, including the nature of the conflict and how it was addressed, in the Company’s proxy statement filed with the SEC, if so required.

Last revised as of October 22, 2020.

FUNDAMENTAL GLOBAL INC. (the “Corporation”)
NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER

I. PURPOSE AND ROLE OF THE COMMITTEE

The purpose of the Nominating and Corporate Governance Committee of the Board of Directors (the “Committee”) is to:

• (a)  Identify, evaluate and recommend individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board of Directors;
• (b)  Select, or recommend that the Board of Directors select the director nominees to stand for election at each annual or special meeting of shareholders of the Corporation in which directors will be elected or to fill vacancies on the Board of Directors;
• (c)  Develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Corporation, as the Committee deems appropriate;
• (d)  Oversee the annual performance evaluation of the Board of Directors and its committees and management; and
• (e)  Otherwise take a leadership role in shaping and providing oversight of the corporate governance of the Corporation, including recommending directors eligible to serve on all committees of the Board of Directors.

The Committee also shall perform such other duties as assigned to it from time to time by the Board of Directors.

II. STRUCTURE AND OPERATIONS

A. COMPOSITION AND QUALIFICATIONS

Subject to the Company’s election to rely on the exemption available to controlled companies under the rules of Nasdaq regarding director nominations, the Committee shall be composed of no fewer than two members of the Board of Directors, each of whom meets the independence requirements of the Nasdaq listing standards and all other applicable rules and regulations. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board of Directors.

B. APPOINTMENT AND REMOVAL

The members of the Committee shall be appointed by the Board of Directors in accordance with the Corporation’s by-laws and shall serve until such member’s successor is duly appointed or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by the Board of Directors in accordance with the Corporation’s by-laws.

C. CHAIR

Unless a chairperson is elected by the Board of Directors, the members of the Committee shall designate a chairperson by the majority vote of the full Committee membership. The chairperson will chair all regular sessions of the Committee and set the agendas for Committee meetings. In the absence of the chairperson of the Committee, the Committee shall select another member to preside.

D. SUBCOMMITTEES

In fulfilling its responsibilities under this Charter, the Committee shall be entitled to delegate any or all of its responsibilities under this Charter to a subcommittee of the Committee as it deems appropriate.

E. MEETINGS

The Committee shall meet with such frequency and at such intervals as it determines necessary to carry out its duties and responsibilities but shall at a minimum hold an annual meeting. The Chairman of the Board of Directors or the chairperson of the Committee may call meetings of the Committee. All meetings of the Committee may be held in person, telephonically, videoconference or similar means of remote communication.

All non-employee directors who are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, members of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

F. VOTING

Each member of the Committee shall have one vote. One-third of the Committee members, but not less than two, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members at any meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members.

G. MINUTES

The Committee shall maintain copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee. A copy of the minutes of each meeting and all consents shall be placed in the Corporation’s minute book.

H. ADVISORS

The Committee shall have authority to obtain advice and assistance to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities under this Charter. The Committee shall have full, unrestricted access to Corporation records.

III. RESPONSIBILITIES AND DUTIES

The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities under this Charter. These functions shall serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall:

• (a)  Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board of Directors or any committee thereof in order to ensure the Board of Directors has the requisite expertise, meets the independence requirements of the listing standards of Nasdaq and any other applicable law, regulation or rule, and its membership consists of persons with sufficiently diverse and independent backgrounds. 
• (b)  Establish criteria for the selection of new directors to serve on the Board of Directors.
• (c)  Identify, recruit, screen and interview individuals that the Committee believes are qualified to become members of the Board of Directors, and select, or to recommend that the Board of Directors select, the director nominees to stand for election at each annual or special meeting of shareholders of the Corporation in which directors will be elected.
• (d)  Review and make recommendations to the Board of Directors as to whether members of the Board of Directors should stand for re-election. Recommend and administer policies relating to the retirement of members of the Board of Directors, including term limits or age limits, as the Committee may deem appropriate.
• (e)  In the case of a vacancy in the office of a director, recommend to the Board of Directors an individual to fill a designated vacancy or vacancy determined by the Board, either through appointment by the Board of Directors or through election by shareholders.
• (f)  Evaluate candidates for nomination to the Board of Directors, including those recommended by shareholders. In that connection, the Committee shall recommend to the Board procedures for the submission of recommendations by shareholders as it deems appropriate.
• (g)  Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates for nomination to the Board of Directors.
• (h)  Establish procedures to exercise oversight of, and oversee the performance evaluation process of, the Board of Directors and management.

• (i)  Periodically review the adequacy of the certificate of incorporation and by-laws of the Corporation and recommend to the Board of Directors, as conditions dictate, such amendments to the articles of incorporation and by-laws as it considers desirable.
• (j)  Assist the Board in overseeing the Company’s response to shareholder proposals.
• (k)  Keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board of Directors in light of such developments as may be appropriate.
• (l)  Provide oversight in respect of Director orientation, training and continuing education.
• (m)  Make recommendations in connection with directors’ and officers’ indemnification and insurance matters.
• (n)  Maintain minutes or other records of meetings and activities of the Committee.
• (o)  Perform such other duties and responsibilities, consistent with this Charter, the Corporation’s bylaws, governing law, the rules and regulations of Nasdaq, the U.S. securities laws and such other requirements applicable to the Corporation, delegated to the Committee by the Board of Directors.

IV. ANNUAL PERFORMANCE EVALUATION

The Committee shall review and reassess annually the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable.

Last revised as of October 22, 2020.