Exhibit 10.1

TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (this “Agreement”), dated as of August 25, 2025 (the “Effective Date”), is by and between SPAR Group, Inc. a Delaware corporation (the “Corporation”), and Mike R. Matacunas (the “Executive”).

WHEREAS, the Executive currently serves as the Corporation’s President and Chief Executive Officer;

WHEREAS, the Executive desires to resign from his role with the Corporation; and

WHEREAS, the Corporation and the Executive have mutually agreed to the terms of the Executive’s resignation and transition, including the Executive’s duties during such transition period and the benefits to which he will be entitled.

NOW, THEREFORE, in consideration of the mutual promises made herein, the Corporation and the Executive hereby agree as follows:

1.           Change in Roles.

(a)          Role of President. Immediately upon the Effective Date, the Executive shall cease to be the Corporation’s President.

(b)         Role of CEO. The Executive shall continue to serve as the Corporation’s Chief Executive Officer from the Effective Date through October 3, 2025, or such earlier or later date as the parties mutually agree in writing (such period, the “Transition Period”), and in such capacity, the Executive shall continue to have such duties, responsibilities and authority as are commensurate with such position and assigned to the Executive from time to time by the Board of Directors of the Corporation (the “Board”). During the Transition Period, the Executive agrees to devote substantially all of the Executive’s business time to the Corporation. During the Transition Period, the Executive shall continue to report to the Board. At the end of the Transition Period, the Executive shall resign as the Corporation’s Chief Executive Officer and from all other positions held with the Corporation and its affiliates (including without limitation membership on the Board).

2.           Transition Period Compensation.

(a)         Base Salary. During the Transition Period, the Executive will continue to receive the Executive’s base salary at the same annual rate as in effect immediately prior to the Effective Date.

(b)         Benefits. During the Transition Period, the Executive will continue to be eligible to participate in the Corporation’s health and welfare and retirement plans applicable to all salaried employees.

(c)         Bonus. Contingent upon Executive executing, and not revoking within seven (7) days, the Mutual Release of Claims attached hereto as Exhibit A (the “Release”), the Executive shall be entitled to receive a bonus in the gross amount of $2,000,000 (the “Retention Bonus”). The Retention Bonus shall be paid on the first business day following the Release Effective Time, as defined in the Release.

(d)         Accelerated RSU Vesting; Stock Option Extension. Provided that the Executive executes and does not revoke within seven (7) days the Release, (i) any stock options granted to the Executive that are vested and outstanding as of the end of the Transition Period shall remain outstanding and exercisable until the earlier of three years after the end of the Transition Period and the expiration date set forth in the grant agreement of such options, and (ii) the restricted stock unit award issued to the Executive on May 15, 2025 (the “2025 RSUs”) pursuant to that certain Restricted Stock Unit Contract by and between the Executive and the Corporation dated February 22, 2021 (the “RSU Contract”) will immediately vest in full upon the Release Effective Time, and will be settled in accordance with Section 3 of the RSU Contract as soon as practicable thereafter.

(e)        No Other Benefits; Cancellation of Change of Control Agreement. Except for the benefits described above, the Executive shall not be eligible for participation in, or to receive any benefits under, any executive compensation or benefit arrangements of the Corporation during the Transition Period (including but not limited to participation in any annual bonus plan or equity incentive plan). In addition, in exchange for the benefits provided in this Agreement, the Executive hereby agrees to cancel the Change of Control Severance Agreement entered into by and between the Executive and the Corporation dated January 26, 2021 (the “CIC Severance Agreement”), effective as of the Executive’s receipt of the benefits set forth in paragraphs 2(a)-2(d) above. Upon the Executive’s receipt of the benefits set forth in paragraphs 2(a)-2(d) above, the CIC Severance Agreement will be terminated and of no further force or effect, and the Executive shall not be entitled to any benefits under the CIC Severance Agreement (whether now or in the future).

3.           Termination Benefits and Procedures.

(a)        Benefits upon Termination. The Executive shall remain an “at will” employee at all times and nothing in this Agreement shall limit the ability of the Executive or the Corporation to terminate the Executive’s employment for any reason or for no reason. In the event that the Executive resigns before the end of the Transition Period, then the Corporation shall have no further obligations to pay any benefits to the Executive hereunder (other than the payment of accrued but unpaid base salary, or any other accrued but unpaid amounts to the extent required by the applicable benefit plan or applicable law).

(b)       Return of Property. No later than the last day of the Transition Period, the Executive shall deliver to the Corporation the original and all copies of all documents, records and property of any nature whatsoever which are in the Executive’s possession or control and which are the property of the Corporation and its affiliates or which relate to the business activities, facilities or customers of the Corporation and its affiliates, including any records, documents or property created by the Executive in said capacity.

(c)       Cooperation. During his employment with the Corporation and its affiliates and thereafter, the Executive shall cooperate with the Corporation and its affiliates, with additional consideration mutually agreed to, in any internal investigation or administrative, regulatory, or judicial proceeding as reasonably requested by the Corporation including, without limitation, the Executive’s being available to the Corporation and its affiliates upon reasonable notice for interviews and factual investigations, appearing at the Corporation’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Corporation all pertinent information, and turning over to the Corporation all relevant documents that are or may come into the Executive’s possession, all at times and on schedules that are reasonably consistent with the Executive’s other permitted activities and commitments, if the Executive is then employed by the Corporation, and otherwise taking into account the Executive’s reasonable business obligations.

4.           Indemnification.

(a)          In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that the Executive is or was a director or officer of the Corporation or an affiliate thereof (other than any Proceeding initiated by the Executive, or any direct (not derivative) Proceeding related to this Agreement), then the Executive shall be indemnified and held harmless by the Corporation to the maximum extent permitted under applicable law and the Corporation’s bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Corporation as they are incurred upon receipt by the Corporation of: (i) a written request for payment; (ii) appropriate documentation evidencing the amount, and nature of the costs and expenses for which payment is being sought.

(b)         From the expiration of the Transition Period and for a period of six (6) years thereafter, the Corporation shall maintain director and officer liability insurance in such amounts and subject to such limitations as the Board shall, in good faith, deem appropriate for coverage of directors and officers of the Corporation.

5.           Taxes.

(a)       Withholding. The Corporation shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Corporation to satisfy any withholding tax obligation it may have under any applicable law or regulation, plus any other amounts that the Corporation is required by law to withhold from payments hereunder.

(b)       Section 409A. Payments made hereunder are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, as “short-term deferrals” and this Agreement shall be interpreted, to the maximum extent possible, consistent with such intent.

6.           Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Michigan, without regard to conflicts of law principles.

7.           Confidentiality, Non-Solicitation, and Non-Disparagement.

(a)         Confidentiality. Executive acknowledges that the Confidential Information (as defined below) to which the Executive has access to, and will continue to have access to, as a result of Executive’s employment with the Corporation is confidential and proprietary to the Corporation, that the unauthorized disclosure of any of the Confidential Information to any person will result in immediate and irreparable competitive injury to the Corporation, and that such injury cannot adequately be remedied by an award of monetary relief. Subject to paragraph (e), Executive agrees that the Executive shall not disclose (other than to a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Corporation) at any time during or after Executive’s employment by the Corporation any Confidential Information to any person without the prior written permission of the Corporation.

For purposes of this Agreement, “Confidential Information” means all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is related to the current or anticipated business of the Corporation and its affiliates and not generally or publicly available, including the terms of any non-public agreements to which any of the foregoing is a party, and other non-public information regarding any customer or supplier, including without limitation non-public information regarding methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include information that is publicly available on the date of this Agreement or becomes publicly available other than as a result of a disclosure that is prohibited hereunder or a prohibited disclosure by any other person.

(b)         Non-Solicitation. Executive agrees that at all times while the Executive is employed by the Corporation and for a period of one (1) year thereafter (the “Restricted Period”), the Executive shall not:

(i)    recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee or consultant of the Corporation to leave his or her employment or consultancy with the Corporation, or in any way interfere with the relationship between the Corporation on the one hand, and any employee or consultant, on the other hand, provided that this paragraph shall not prohibit the Executive from engaging in general hiring or solicitation for employees, so long as such solicitation is general in nature; or

(ii)    solicit or induce, or attempt to solicit or induce, any of the following persons to cease doing business with the Corporation: (A) any person that is, at the time of such solicitation, a customer of the Corporation, or (B) any person that was a prospective customer of the Corporation as of the date of Executive’s termination of employment with the Corporation and about whom Executive learned Confidential Information as a result of Executive’s employment with the Corporation.

(c)         Reasonableness; Modification; Duration. Executive hereby acknowledges and agrees that:

(i)    The Executive recognizes the importance of the covenants contained in this Section 7 and acknowledges that the restrictions imposed herein are reasonable in scope, time and area; necessary for the protection of the Corporation’s legitimate business interests, including trade secrets, goodwill and relationships with customers, prospective customers and suppliers, and not unduly restrictive of any rights of the Executive or unreasonable impositions of the Executive’s ability to work and earn a living. The Executive acknowledges and agrees that the covenants contained in this Section 7 are essential elements of this Agreement and that but for these covenants the Corporation would not have entered into this Agreement with the Executive.

(ii)    To the extent that any portion of this Section 7 is deemed unenforceable by virtue of its scope, but shall be enforceable by limitation thereof, the Corporation will be entitled to enforce this Section 7 to the extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought, and such provision(s) may be so modified and enforced by a court of competent jurisdiction.

(d)         Injunctive Relief. Executive agrees that in the event of a breach or threatened breach by Executive of any of the terms and conditions of this Section 7, the Corporation or any of its successors or assigns shall be entitled, in addition to any other rights or remedies available to it, to institute and prosecute proceedings in any court of competent jurisdiction to specifically enforce this Section 7 or enjoin the Executive from breaching or attempting to breach this Section 7. This remedy is in addition to and not in lieu of the remedies otherwise available to the Corporation and the Corporation may institute an action against the Executive to obtain injunctive and/or declaratory relief while pursuing claims for damages based on the same set of facts. The Executive agrees that the Corporation shall be entitled to injunctive or declaratory relief without the necessity of posting any bond and that the Executive waives any claim or right to the posting of any such bond. The protections contained within this Section 7 are in addition to, and not in lieu of, all protections afforded by applicable state and federal law, including those relating to protection of trade secrets and protection of computer systems and electronic information. In addition, in the event of an alleged breach or violation by the Executive of this Section 7, the Restricted Period shall be tolled until such breach or violation has been duly cured.

(e)         Whistleblower Protections. Notwithstanding anything to the contrary herein, no provision of this Agreement shall be applied or interpreted so as to impede the Executive (or any other individual) from reporting possible violations of law to any government agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal or state law or regulation. The Executive does not need the prior authorization of the Corporation to make any such reports or disclosures, and the Executive shall not be required to notify the Corporation that such reports or disclosures have been made. This provision supersedes any prior agreement or Corporation policy that provides to the contrary.

8.           Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it.

9.          Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any part of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such part shall be ineffective to the extent of such invalidity, illegality or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

10.        No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

11.        Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement except where other agreements are specifically noted, adopted, or incorporated by reference. This Agreement otherwise supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of the Executive by the Corporation, and all such agreements shall be void and of no effect. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding.

12.         Modification. This Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by the Corporation and the Executive.

13.         Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures on Next Page]

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

Exhibit A

[Release]

Exhibit 10.2

MUTUAL RELEASE OF CLAIMS

This Mutual Release of Claims (“Release”) is dated as of August 25, 2025 (the “Release Execution Date”), and entered into by and between Mike Matacunas (“Matacunas”), and SPAR Group, Inc. (“SGRP” and together with its subsidiaries, the “Company”), and each of the Company’s past and current parents, subsidiaries, affiliates, related entities, owners, predecessors, successors, officers, directors, board members, employees, agents, consultants, representatives, attorneys, insurers, reinsurers, plan sponsors, trustees, committees, administrators, service providers, fiduciaries and assigns in their official and individual capacities (including SGRP and the other members of the Company, referred to individually as a “Released Party” and collectively as “Released Parties”), on the date last executed below. (Matacunas and SGRP are sometimes hereinafter collectively referred to as “Parties” or singularly as a “Party”). This Release is the release that is referenced in Section 2 of the Transition Agreement between the Parties dated August __, 2025 (the “Transition Agreement”), as the release of claims against the Company. Provided Matacunas does not revoke this Release prior to the Release Effective Time (as defined below), the Company shall provided Matacunas with the following benefits: (i) SGRP will tender to Matacunas the payment of the Retention Bonus (as defined in Section 2(c) of the Transition Agreement), (ii) the 2025 RSUs (as defined in Section 2(d) of the Transition Agreement) shall become fully vested, and (iii) his outstanding stock options shall be treated in accordance with Section 2(d) of the Transition Agreement (the benefits described in (i)-(iii) collectively, the “Transition Benefits”).

RELEASE

1.    (a) Except for (and in each case expressly excluding) each and every Excluded Claim (defined below), and in return for the consideration and other promises and covenants set forth in this Release and in the Transition Agreement, the receipt and sufficiency of which is hereby acknowledged by the Parties, to the extent permitted by law, upon the receipt of the Transition Benefits, Matacunas, for himself, his heirs, beneficiaries, devisees, legal representatives, agents and assigns, shall hereby release, waive and forever discharge the Released Parties from any and all claims, demands, causes of action, grievances, suits, or complaints of any kind or nature, whether in law, in equity or administrative proceedings or otherwise, that he ever had or now has up to and including the effective date of this Release, known or unknown, suspected or unsuspected, and including, but not limited to, claims that were asserted, and all conduct and occurrences relating to Released Parties since the execution of the Transition Agreement, and whether arising in tort, contract, statute, constitution or in equity, before any federal, state, administrative, local or private court, agency, or other entity or forum, regardless of the relief or remedy not including unemployment compensation.

(b)         Without in any way limiting the generality of the foregoing subsection (a), it being the intention of the Parties to make this Release as broad and as general and expansive as the law permits and to release any and all claims, except for (and in each case expressly excluding) each and every Excluded Claim, this Release, to the extent permitted by law, specifically includes (but is not limited to) any and all claims arising from any alleged violation by any and all Released Parties: from, under or of the Employee Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991; the Michigan Elliott-Larsen Civil Rights Act; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990, as amended; the Michigan Persons with Disabilities Civil Rights Act; the Family and Medical Leave Act, as amended; the Equal Pay Act of 1963; the Michigan Wages and Fringe Benefits Act; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991; the Michigan Whistleblowers Protection Act; the Michigan Improved Workforce Opportunity Wage Act; the Consolidated Omnibus Budget Reconciliation Act of 1985; 42 U.S.C. § 1981; 42 U.S.C. § 1983; the United States Constitution; the Labor Management Relations Act; the Virginia Human Rights Act (VHRA), the Virginians with Disabilities Act (VDA), the Virginia Equal Pay law, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act (VOSH), the Virginia Fraud Against Taxpayers Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Fraud and Abuse Whistleblower Protection Act, the Virginia Right-to-Work Law; retaliation of any kind; discrimination of any kind; harassment of any kind; breach of an expressed or implied contract; breach of fiduciary duty; estoppel; claims for attorney fees, costs or expenses; public policy violations; any claim for unpaid wages; any other statutory claim; other federal, state or local laws, rules or regulations; employment or other expressed contract or implied contract claim, or common law claim for wrongful discharge, or intentional infliction of emotional distress; and any and all other claims arising from or involving Matacunas’s employment or dealings with any and all of the Released Parties.

(c)         Notwithstanding anything to the contrary, Matacunas has not waived or released any Excluded Claim, and Matacunas has expressly retained each and every Excluded Claim. "Excluded Claim" shall mean any of the following (in whole or in part), or any right, entitlement, power, privilege, remedy, interest or claim with respect thereto, whether now or hereafter existing, under or respecting:

(d)         Upon Matacunas’s receipt of the Transition Benefits, SGRP, on behalf of the Released Parties, to the extent permitted by law, shall hereby absolutely, unconditionally, irrevocably, expressly and forever release, waive and discharge Matacunas and his heirs, beneficiaries, devisees, legal representatives, agents and assigns from any and all claims, actions, demands, causes of action grievances, complaints, and/or suits of any kind or nature, whether in law, in equity or administrative proceedings or otherwise, that any Released Party ever had or now has (up to and including the effective date of this Release), against Matacunas, and his heirs, beneficiaries, devisees, legal representatives, agents and assigns (in their capacities as such), and including, but not limited to, claims that were asserted, and all conduct and occurrences relating to Matacunas since the execution of the Transition Agreement, and whether arising in tort, contract, statute, constitution or in equity, before any federal, state, administrative, local or private court, agency, or other entity or forum, regardless of the relief or remedy; provided, however, that SGRP has not waived or released any right, entitlement, power, privilege, remedy, interest or claim with respect thereto, whether now or hereafter existing, under or respecting the Transition Agreement.

2.    (a) Matacunas, for himself, and his heirs, beneficiaries, devisees, legal representatives, agents and assigns, agrees that this Release is, will constitute and may be pleaded as a bar to any claims, actions, demands, causes of action and/or suits or arbitrations of any kind or nature whatsoever released by him in Paragraph 1(a) or 1(b) of this Release, and that Matacunas agrees not to assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations against Released Parties (and Matacunas agrees to pay the defending Party’s reasonable attorneys’ fees and expenses in defending same if Matacunas does assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations).

(b) SGRP, on behalf of the Released Parties, agrees that this Release is, will constitute and may be pleaded as a bar to any claims, actions, demands, causes of action and/or suits or arbitrations of any kind or nature whatsoever released by it or them in Paragraph 1(d) of this Release, and that SGRP, on behalf of the Released Parties, agrees not to assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations against Matacunas and his released persons (and SGRP agrees to pay the defending party’s reasonable attorneys’ fees and expenses in defending same if any Released Party does assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations).

(c) Each Party agrees that all the provisions of this Release and any and all matters related to it will remain in strict confidence, except to the extent where disclosure is by any Party is reasonably required under appropriate legal process, as described below, or to the extent disclosure is reasonably necessary in a pleading permitted by the applicable Party under 2(a) or 2(b), above, or by any Party to the extent disclosure is reasonably necessary to resolve any dispute under or related to this Release, or by Matacunas to the extent disclosure is reasonably necessary to protect or pursue any Excluded Claim. In those instances, only those portions which are at issue and in dispute shall be disclosed and the balance of the Release shall be kept confidential. Except as otherwise permitted herein, each Party agrees to refrain from making any statements about this Release. Except as otherwise permitted herein, in the event a court, litigant, or governmental body requests or requires disclosure by a Party of anything protected by this provision and such disclosure may reasonably be challenged, such Party shall promptly give written notice by email to the other Party prior to any such compelled disclosure to allow the other Party to take such protective steps as may be appropriate as it desires (if any). The applicable Party shall further provide reasonable assistance to assist the other Party if the other Party wishes to contest disclosure where contesting it is reasonable under the circumstances. Notwithstanding the foregoing, a Party may disclose the terms of this Release to his or its accountant(s), financial consultants and/or attorneys, provided those persons are bound to keep the terms of this Release confidential.

3.    This Release shall be binding upon and inure to the benefit of the Parties hereto and their respective representatives, successors, and/or assigns. The Parties shall perform their obligations under this Release in good faith.

4.    Each Party understands, agrees and deems that the consideration exchanged for the various releases, covenants and agreements contained herein are sufficient and apportionable, and each Party waives any and all rights to assert any claim of lack of sufficiency and/or apportionability of consideration.

5.    Each Party acknowledges and agrees that such Party has thoroughly read and fully understands the terms of this Release and their significance and that such Party accepts these terms and enters into this Release freely, voluntarily and without reservation.

6.    Matacunas further acknowledges and agrees that: (a) he is hereby advised, in writing, to consult with an attorney of his choice regarding the terms of this Release prior to executing this Release; and (b) he has an opportunity to review this Release for at least twenty-one (21) days prior to signing it if he chooses to do so, provided, however, that Matacunas is not required to, but may voluntarily, sign this Release prior to the expiration of such twenty-one (21) day period.

7.    Each Party also acknowledges and agrees that Matacunas may revoke this Release at any time prior to the expiration of the seven (7) calendar days following execution of this Release. This Release shall not become effective and enforceable until the revocation period has expired.

Matacunas understands that any revocation, to be effective, must be in writing and delivered or mailed to James Gillis before 5:00 pm (EST) on the 7th day following the Release Execution Date (the “Release Effective Time”). If Matacunas revokes this Release, he will not receive the Transition Benefits.

8.    (a) Matacunas specifically represents that he has not assigned, transferred or purported to assign or transfer to any third party any claim, known or unknown, against Released Parties, or any portion of or interest in such claim, nor will he do so in the future.

(b) SGRP, on behalf of the Released Parties, specifically represents that none of them have assigned, transferred or purported to assign or transfer to any third party any claim, known or unknown, against Matacunas, or any portion of or interest in such claim, nor will any of them do so in the future.

9.    Each Party agrees that nothing contained in this Release and no action taken by such Party shall be construed as an admission of any liability or wrongdoing by any Party, any Released Party, or any other released persons.

10.    This Release represents the entire agreement between Released Parties and Matacunas, and there are no other agreements or understandings, oral or written, between the Parties concerning the subject matter of this Release, in each case except for the Transition Agreement. The Transition Agreement shall continue in full force and effect, shall not be affected by this Agreement, and is hereby specifically incorporated into and made part of this Agreement. In the event of any conflict or inconsistency between this Agreement and the Transition Agreement, the terms of the Transition Agreement shall control. Matacunas further acknowledges no promises or representations have been made or relied upon regarding the subject matter contained in this Release apart from those expressly set forth in this Release.

11.    Each Party agrees that, in the event that any provision or statement in this Release is held invalid by a court of competent jurisdiction, the remaining provisions of this Release shall remain intact. Upon a finding by a court, administrative agency or other tribunal of competent jurisdiction that any release, waiver or covenant contained in this Release is void, illegal or unenforceable, each Party agrees promptly to execute a release, waiver or covenant that is legal and enforceable and no more expansive or restrictive than this Release.

12.    Virginia law and applicable federal law shall govern the enforceability and construction of this Release.

** READ BEFORE SIGNING **

Each Party signs below to certify his or its agreement to and understanding of the terms set forth in this Release.

Exhibit 10.3

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into by and between SPAR GROUP, INC., a Delaware corporation (the “Company”), and WILLIAM LINNANE (the “Executive”), to be effective as of August 25, 2025 (such date, the “Effective Date”).

WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth in this Employment Agreement; and

WHEREAS, the Executive is willing and able to accept employment with the Company on the terms and conditions set forth in this Employment Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.             Employment.

1.1.      Term. The Company agrees to employ the Executive and the Executive agrees to be employed at will by the Company, in each case pursuant to this Employment Agreement, (a) until the Termination (as defined in Section 3.6) of the Executive’s employment at any time or for any reason as stated in Section 3 hereof, or (b) the expiration of three (3) years, whichever comes first (the “Term”). Executive understands and agrees that the Executive is an employee at will of the Company, that the Executive’s employment may be terminated at any time by the Company or by the Executive pursuant to Section 3 hereof, and that no oral statement made to the Executive at any time and nothing in this Employment Agreement or any handbook, policy manual or other writing of the Company may be construed to grant to Executive any right to continuing employment on other terms or for any period of time.

1.2.        Position; Duties. As of the Effective Date, the Executive shall serve as the President of the Company, reporting to the Chief Executive Officer (the “CEO”) of the Company. In such position, the Executive shall perform such duties, functions and responsibilities during the Term as are determined by the CEO and that are commensurate with the Executive’s position. Executive shall travel at such times and to such locations as the Executive’s duties and responsibilities shall require, pursuant to the terms of Section 1.4. Effective as of October 3, 2025 (or such earlier date as the current CEO of the Company resigns, retires, or otherwise leaves the Company), the Executive shall serve as “interim CEO” until such time as a successor CEO is appointed by the Board, and in such role, shall report directly to the Board. It is the expectation of the Executive and the Company that the Executive will be appointed as the successor CEO, but such appointment shall be solely at the discretion of the Board. For clarity, in the event the Executive is appointed as CEO, then this Agreement shall continue to remain in effect for the remainder of the Term.

1.3.        Exclusivity. During the Term, and excluding any reasonable periods of vacation and sick leave to which the Executive is entitled pursuant to the terms of this Employment Agreement or otherwise, the Executive shall devote his full business time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall in all material respects conform to and comply with the lawful and reasonable directions and instructions given to him by the Directors (the “Board”), consistent with Section 1.2 hereof. During the Term, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board, act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive's duties and responsibilities to the Company as provided hereunder.

1.4.        Place of Employment. As of the Effective Date, the principal place of Executive’s employment shall be the Company’s office located in Charlotte, North Carolina, though the Company may change this location in its discretion from time to time. The Executive recognizes that the Executive’s duties may require, at the Company’s expense, reasonable domestic travel.

Section 2.             Compensation.

2.1.        Salary. As compensation for the performance of the Executive’s services hereunder, during the Term, effective as of the Effective Date, the Company shall pay to the Executive a salary at an annual rate of $415,000.00, payable in installments consistent with and in accordance with the Company’s standard payroll policies. If the Board appoints Executive as the CEO of the Company, then, contingent on approval by the Compensation Committee of the Board, the Executive’s base salary shall increase to an annual rate of $495,000.00 effective as of the date of such Board appointment. The Executive’s base salary shall be reviewed for increases from time to time by the Board but may not be decreased without the Executive’s prior written consent. The Executive’s annual base salary, as in effect from time to time, shall be referred to herein as “Base Salary”.

2.2.        Bonus. For each full calendar year during the Term, the Executive will be eligible to receive annual bonus compensation (the “Annual Bonus”), at a targeted opportunity of hundred per cent (100%) of Base Salary. The Annual Bonus actually earned each year shall be determined by the Board following its receipt of the Company’s financial statements from management. The Annual Bonus, if any, with respect to a calendar year will be paid in the following calendar year, generally in the second pay period in April, and shall not be deemed earned until the Board approves such Bonus. Except as otherwise provided herein, including but not limited to the provisions of Section 3.5 of this Agreement, or in the Company’s annual bonus plan, to receive the Annual Bonus, the Executive must be employed by the Company on the date of payment. Except as otherwise provided in this Section 2.2 and Section 3.5 of this Agreement, the Annual Bonus will be subject to be terms and conditions of the Company’s annual bonus plan. For the year 2025, a minimum payment of $200,000.00 will be guaranteed, which will be paid in calendar year 2026, no later than April 15, 2026, provided that the Executive remains employed through the payment date.

2.3.      Special One-Time Bonus. Within seven (7) days of the date the Executive becomes interim CEO, the Company shall provide the Executive with a special on-time bonus in the gross amount of two hundred and fifty thousand dollars ($250,000.00) (less any required taxes and other withholdings) for the purpose for buying shares of stock of the Company on the open-market (with such purchases to be made in compliance with the Company’s pre-clearance and other insider trading policy requirements).

2.4.       Equity Incentive. The Executive shall be eligible to participate in the Company’s equity incentive plan, if any, as approved from time to time (the “Equity Plan”), or any successor plan, provided that all equity grants shall be subject to approval by the Board.

2.4            Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

2.6.       Employee Benefits. During the Term, the Executive shall be eligible to participate in any and all employee benefit plans and programs of the Company on the same basis as other senior executives of the Company participate in such plans, subject to the terms and conditions of such plans, including without limitation, eligibility criteria and contribution requirements, as the same may be in effect from time to time. For the avoidance of doubt, the Company reserves the right to amend or terminate any employee benefit plan at any time in its sole discretion, subject to the terms of the relevant benefit plan and applicable law.

2.7.        Vacation. During the Term, the Executive shall be entitled paid vacation and other paid time off in accordance with the Company’s paid time off policy, as in effect from time to time.

2.8.        Business Expenses. The Company shall pay or reimburse the Executive for all reasonable and necessary out-of-pocket business expenses, including business travel expenses, that the Executive properly incurs during the Term in accordance with the Company's expense reimbursement policies and procedures.

Section 3.             Employment Termination .

3.1.        Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during the Term (other than termination on account of the Executive’s death), shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance Section 6.4. Any Notice of Termination by the Company to the Executive shall specify (i) the applicable date of Termination and (ii) the reason for Termination (whether a termination for Cause or without Cause). In the case of a Notice of Termination by the Executive to the Company, the date of Termination shall be thirty (30) days after the date the Notice of Termination is received by the Company unless the Company provides an earlier date of Termination in its sole and absolute discretion.

3.2.        Resignation From All Positions. Unless the Executive and the Company agree otherwise, upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the board (or a committee thereof) of the Company or any of its affiliates.

3.3.        Return of Company Property. Upon termination of the Executive’s employment for any reason, or at any other time requested by the Board, the Executive shall return to the Company all documents and other materials in any form, and any copies thereof, that constitute, contain, or refer or relate to any Confidential Information (as defined in Section 4.1 below) and (ii) any personal property or equipment of the Company in the possession of the Executive (including, but not limited to, computers, access cards, keys, phones, office equipment and office supplies).

3.4.        Cooperation. Following the Termination of the Executive’s employment with the Company for any reason, the Executive agrees to reasonably cooperate with the Company upon reasonable request of the Board and to be reasonably available to the Company with respect to matters arising out of the Executive’s services to the Company and its affiliates. The Company shall pay the Executive a reasonable fee for any such services and promptly reimburse the Executive for expenses reasonably incurred in connection with such matters.

3.5.        Benefits Upon Termination of Employment.

(a)    Termination by the Company other than for Cause; Termination by the Executive for Good Reason. If the Executive’s employment is Terminated during the Term by the Company without Cause or by the Executive for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to receive: (A) to the extent not already paid, any Annual Bonus due with respect to the year prior to the year of Termination, to be paid at the time annual bonuses are paid to other executives; (B) a lump sum cash payment equal to one (1) times the sum of the Executive’s Base Salary plus an amount equal to the average bonus paid for the immediately preceding two (2) years, determined as of the date of the Executive’s Termination (but in the event of a resignation for Good Reason, ignoring any reduction in either of the foregoing giving rise to Good Reason), which shall be paid within 30 days following the Executive’s date of Termination; (C) provided that the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Act of 1985 (“COBRA”), the Company shall, for a period of twelve (12) months following the date of Termination (the “Continuation Period”), provided Executive pays a monthly premium for such coverage equal to the monthly premium charged to active employees in general for similar coverage.   Notwithstanding the foregoing, if Executive becomes eligible to receive medical, vision and dental benefits under another employer's group welfare plans during this Continuation Period, the Company's obligations under this Section 3.5(a) shall be reduced to the extent comparable benefits are actually received by Executive during such period, and any such benefits actually received by Executive shall be promptly reported by Executive to the Company.   In the event the provision of Company medical, vision and dental plans to Executive under this Section would be taxable under Code Section 105, then within twenty business days of the date of Executive’s termination of employment the Company will provide Executive with a lump sum payment in such amount that, after all taxes on that amount, shall be equal to the cost to Executive of Executive's obtaining such coverage from another source for Executive and Executive's eligible family members.  The lump sum shall be determined on a present value basis using the interest rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code on the date of termination.; (D) all unvested equity awards shall be deemed 100% vested effective as of the Executive’s date of Termination (collectively, the “Severance Benefits.”). To remain eligible for the benefit described in (C), the Executive shall be responsible for the payment of the employee portion of any premiums or contributions and such premiums and contributions shall be made within the time period and in the amounts that other employees are required to pay to the Company for similar coverage, and the Executive’s failure to pay the applicable premiums or contributions shall result in the cessation of the applicable coverage for the Executive and the Executive’s eligible dependents.

The Company’s obligations to provide the Severance Benefits shall be conditioned upon the Executive’s execution (and non-revocation) of a release of claims (the “Release”) in favor of the Company and its affiliates within forty-five days following the date of Termination (the “Release Execution Period”). If the Executive does not timely execute the Release, or the Release does not become effective according to its terms, then the Executive shall not be entitled to receive the Severance Benefits.

(b)    (b) Death or Disability. If the Executive’s employment is Terminated during the Term due to the Executive’s death or Disability, then, in addition to the Accrued Amounts, the Executive shall be entitled to receive (i) to the extent not already paid, any Annual Bonus due with respect to the year prior to the year of Termination, which will be paid on the date that annual bonuses are paid to the Company’s similarly situated executives who remain in employment.

(c)    All Other Terminations. If the Executive’s employment is Terminated during the Term for any reason not described in paragraph (a) or (b) (including a termination by the Company for Cause, Executive’s retirement, or the Executive’s resignation other than for Good Reason) then the Executive shall only be entitled to the Accrued Amounts.

3.6.         Definitions. The following capitalized terms used in this Section 3 (and elsewhere in this Employment Agreement) shall have the following meanings:

(a)      “Accrued Amounts” means (i) any Base Salary earned but unpaid through the date of Termination, (ii) any unreimbursed expenses in accordance with Section 2.6 hereof, and, (iii) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided under any plan, program, policy or practice or other contract or agreement of the Company and its affiliates through the date of Termination of employment.

(b)     “Cause” shall mean (i) the Executive’s conviction of, or plea of no contest to, any felony or any crime involving fraud under the laws of the United States or any state thereof; (ii) Executive’s attempted commission of, or participation in, fraud against the Company or any affiliate thereof; (iii) Executive’s material violation of this Employment Agreement, any other contract or agreement between the Executive and the Company (or an affiliate thereof), or any written policy or procedure of the Company or an affiliate thereof that is applicable to the Executive and that was previously provided or made available to the Executive, (iv) the Executive’s breach of any statutory duty owed to the Company; (v) Executive’s willful failure to follow a reasonable and lawful directive of the Board to the extent such failure would reasonably be expected to result in material harm to the business or reputation of the Company or any affiliate of the Company; or (vi) Executive’s gross misconduct in the performance of the Executive’s duties to the Company; provided, that, the Executive shall have the opportunity to cure, to the extent curable, any event specified in subsections (ii)-(vi) above within thirty (30) days of receipt of notice of the event that would give rise to Cause. The determination of whether Cause exists must be made by the CEO and by a resolution duly adopted by the affirmative vote of not less than 75% of the entire membership of the Board at a meeting of the Board that was called for the purposes of considering such termination (after reasonable notice of such determination to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the CEO or Board) and then finding that, in the good faith opinion of the CEO or Board, the Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail.

(c)    “Disability” shall mean shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Employment Agreement.

(d)    “Good Reason” shall mean the occurrence of any of the following during the Term without the Executive’s prior written consent, but only if the Executive provides written notice to the Company of the event constituting Good Reason within thirty (30) calendar days following the initial occurrence thereof, the Company does not reverse or otherwise cure the event constituting Good Reason within thirty (30) calendar days after receiving written notice of such event from the Executive, and the Executive thereafter resigns his employment with the Company within thirty (30) calendar days following the expiration of such cure period: (i) any reduction in the Executive’s Base Salary which is not a salary reduction plan across all executives; or (ii) a reduction in the Executive’s authority, duties, titles, status or responsibilities other than changes that are temporary while the Executive is physically or mentally incapacitated or as required by applicable law; and for clarity, this reduction includes termination of role, without Cause, as a result of a sale of the company, or otherwise termination of role that is without Cause.

(e)     “Termination” and “Terminated” shall have the same meaning as “Separation from Service” as defined in Treasury Regulation Section 1.409A-1(h).

Section 4.             Confidentiality, Non-Solicitation, and Non-Disparagement.

4.1.        Confidentiality. Executive acknowledges that the Confidential Information (as defined below) to which the Executive will have access is confidential and proprietary to the Company, that the unauthorized disclosure of any of the Confidential Information to any person will result in immediate and irreparable competitive injury to the Company, and that such injury cannot adequately be remedied by an award of monetary relief. Subject to Section 4.6, Executive agrees that the Executive shall not disclose (other than to a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company) at any time during or after Executive’s employment by the Company any Confidential Information to any person without the prior written permission of the Company.

For purposes of this Employment Agreement, “Confidential Information” means all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is related to the current or anticipated business of the Company and its affiliates and not generally or publicly known, including the terms of any agreements to which any of the foregoing is a party, and other information regarding any customer or supplier, including without limitation methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include information that is generally available to the public on the date of this Employment Agreement or becomes generally available to the public other than as a result of a disclosure that is prohibited hereunder or a prohibited disclosure by any other person.

4.2.         Non-Solicitation. Executive agrees that at all times while the Executive is employed by the Company and for a period of one (1) year thereafter (the “Restricted Period”), the Executive shall not:

(a)    recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee, consultant or representative of the Company or an affiliate to leave his or her employment, consultancy or representative relationship with the Company or an affiliate or in any way interfere with the relationship between the Company or an affiliate on the one hand, and any employee, consultant or representative, on the other hand, provided that this paragraph shall not prohibit the Executive from engaging in general hiring or solicitation for employees, so long as such solicitation is general in nature; or

(b)    solicit or induce, or attempt to solicit or induce, any person that is, or during the Executive’s employment with the Company was, a customer, prospective customer, vendor, referral source, lessor or other business relation of the Company or an affiliate, to cease doing business with the Company and its affiliates, or in any way interfere with the relationship between any such customer, prospective customer, vendor, referral source or other business relation, on the one hand, and the Company or an affiliate, on the other hand.

4.3.     Non-Disparagement. During the Restricted Period, (a) subject to Section 4.6, the Executive agrees that Executive shall not, directly or indirectly, make any statement (other than statements made in connection with carrying out his responsibilities hereunder) that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company or an affiliate, or any of its employees, officers, directors or stockholders, and (b) the Company shall cause its officers and directors not to make any such statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Executive.

4.4.         Reasonableness; Modification; Duration. Executive hereby acknowledges and agrees that:

(a)    The Executive has carefully read this Employment Agreement and has given careful consideration to the restraints imposed upon the Executive and is in full accord as to their necessity for the reasonable and proper protection of the Company’s and its affiliates’ interests. The Executive recognizes the importance of the covenants contained in this Section 4 and acknowledges that the restrictions imposed herein are (i) reasonable in scope, time and area; (ii) necessary for the protection of the Company’s legitimate business interests, including trade secrets, goodwill and relationships with customers, prospective customers and suppliers, and (iii) not unduly restrictive of any rights of the Executive or unreasonable impositions of the Executive’s ability to work and earn a living. In addition, the Executive agrees and acknowledges that the potential harm to the Company of the non-enforcement of this Section 4 outweighs any harm to the Executive. The Executive acknowledges and agrees that the covenants contained in this Section 4 are essential elements of this Employment Agreement and that but for these covenants the Company would not have entered into this Employment Agreement with the Executive. The existence of any claim or cause of action against the Company or an affiliate thereof by the Executive, whether predicated on the Company’s breach of this Employment Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained in this Section 4. The Executive understands and agrees that the restrictions and covenants contained in this Section 4 are in addition to, and not in lieu of, any non-competition, non-solicitation or other similar obligations contained in any other agreements between the Executive and the Company or any affiliate thereof.

(b)    It is the understanding and desire of the parties hereto that the covenants contained in Section 4 above shall be enforced to the fullest extent possible under the laws and public policies applied in each jurisdiction in which enforcement may be sought, and that should any particular provision(s) of such covenants be deemed invalid or unenforceable, such provision(s) shall be deemed amended to delete therefrom the invalid portion(s) and in its reduced form, such covenant shall be enforceable. To the extent that any provision(s) in Section 4 is (are) deemed unenforceable by virtue of its (their) scope, but shall be enforceable by limitation thereof, the Company will be entitled to enforce such provision(s) to the extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought, and such provision(s) may be so modified and enforced by a court of competent jurisdiction. Executive’s obligations and undertakings provided for in this Section 4 shall, to the extent applicable, continue beyond the Termination of his employment relationship with the Company subject to the limitations set forth herein.

4.5.         Injunctive Relief. Executive also acknowledges that the services to be rendered by the Executive hereunder are special, extraordinary and unique and are vital to the success of the Company’s business, and that the breach or threatened breach of any of the covenants undertaken herein would cause irreparable injury to the Company for which no adequate remedy at law exists. Therefore, Executive agrees that in the event of such breach or threatened breach by Executive of any of the terms and conditions of this Employment Agreement, the Company or any of its successors or assigns shall be entitled, if it so elects and in addition to any other rights or remedies available to it, to institute and prosecute proceedings in any court of competent jurisdiction to specifically enforce this Employment Agreement or enjoin the Executive from breaching or attempting to breach this Employment Agreement. This remedy is in addition to and not in lieu of the remedies otherwise available to the Company and the Company may institute an action against the Executive to obtain injunctive and/or declaratory relief while pursuing claims for damages based on the same set of facts in the jurisdiction specified in Section 6.5. The Executive agrees that the Company shall be entitled to injunctive or declaratory relief without the necessity of posting any bond or the Company having to prove irreparable harm or actual damages and that the Executive waives any claim or right to the posting of any such bond or proving irreparable harm or actual damages. The protections contained within this Section 4.5 are in addition to, and not in lieu of, all protections afforded by applicable state and federal law, including those relating to protection of trade secrets and protection of computer systems and electronic information. The Company’s election to institute an action against the Executive in a court of its choosing under this Section 4.5 shall not constitute a waiver of the Company’s rights under Section 6.5 of this Employment Agreement. In addition, in the event of an alleged breach or violation by the Executive of this Section 4, the Restricted Period shall be tolled until such breach or violation has been duly cured.

4.6.       Whistleblower Protections. Notwithstanding anything to the contrary herein, no provision of this Employment Agreement shall be applied or interpreted so as to impede the Executive (or any other individual) from reporting possible violations of law to any government agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal or state law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive shall not be required to notify the Company that such reports or disclosures have been made. This provision supersedes any prior agreement or Company policy that provides to the contrary.

Section 5.    Taxes.

5.1.        Withholding. All compensation payable to the Executive under this Employment Agreement is stated in gross amounts and the Company may withhold from any amounts payable under this Employment Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. Notwithstanding the foregoing, the Executive shall be solely responsible for the payment of all taxes relating to the payment or provision of any amounts or benefits hereunder. Section 409A Compliance. The benefits payable under this Employment Agreement are intended to either meet the requirements of the “short-term deferral” exception, the “separation pay” exception and other exceptions under Code Section 409A or, to the extent such exceptions are not applicable, comply with Code Section 409A, and shall be interpreted, to the maximum extent possible, consistent with such intent. The provisions of Code Section 409A are incorporated herein by reference to the extent necessary to make any benefit due hereunder comply therewith. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Employment Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of the terms of this Employe Agreement not complying with Section 409A.

5.3.        Section 280G. If any payment made, or benefit provided, to or on behalf of the Executive pursuant to this Employment Agreement or otherwise (“Payments”) results in Executive being subject to the excise tax imposed by Section 4999 of the Code (or any successor or similar provision) (“4999 Excise Tax”), then the Company shall pay the Executive, at approximately the same time such 4999 Excise Tax is required to be paid by the Executive (or, if earlier, at the time such 4999 Excise Tax is required to be withheld by the Company), an additional amount (the “4999 Gross-Up Payment”) equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, and local excise, income, or other taxes) as if no Excise Tax had been imposed.

Section 6.    Miscellaneous.

6.1.         Indemnification.

(a)    In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that the Executive is or was a director or officer of the Company or an affiliate thereof (other than any Proceeding initiated by the Executive or the Company related to this Employment Agreement or the Executive’s employment with the Company or termination of employment from the Company), then the Executive shall be indemnified and held harmless by the Company to the maximum extent permitted under applicable law and the Company’s bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement.

(b)    During the Term and for a period of six (6) years thereafter, the Company shall also maintain director and officer liability insurance in such amounts and subject to such limitations as the Board shall, in good faith, deem appropriate for coverage of directors and officers of the Company.

6.2.        Amendments and Waivers. This Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided, that, the observance of any provision of this Employment Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

6.3.        Successors and Assigns. The Executive may not assign this Agreement or any of Executive’s rights and duties hereunder (except that the Executive’s beneficiaries shall have the right to receive payment after Executive’s death in accordance with Section 3.5(c)). The Company may assign this Agreement to an entity controlled by or under common control with the Company or to an entity that acquires all or substantially all of the equity or assets of the Company. The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and its successors and assigns, including, without limitation, any successor in interest to the Company who acquires (directly or indirectly) all or substantially all of the Company’s equity or assets.

6.4.      Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (i) personal delivery (including receipted courier service) or overnight delivery service, (ii) facsimile during normal business hours, with confirmation of receipt, to the number indicated, (iii) reputable commercial overnight delivery service courier or (iv) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below.

Notice to the Executive:

WILLIAM LINNANE

At the most recent address set forth in the Company’s employment records

Notice to the Company:

SPAR GROUP, INC.

c/o Chairman of the Board

1910 Opdyke Court

Auburn Hills, Michigan 48326

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

6.5.      Governing Law and Forum. This Employment shall be construed and enforced in accordance with the laws of the State of North Carolina applicable to contracts executed or performed therein. Executive: (i) irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts of the State of North Carolina located in Mecklenburg County in any action arising out of or in any way connected to this Employment Agreement, (ii) agrees that all claims in such action arising out of or in any way connected to this Employment Agreement, (ii) agrees that all claims in such action may be decided only in such courts, (iii) waives, to the fullest extent he/she may effectively do so, the defense of an inconvenient forum, and (iv) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Each party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.

6.6.      Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS EMPLOYMENT AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

6.7.         Severability. Executive understands and agrees that if any provision of this Employment Agreement is held to be unenforceable, invalid or void to any extent or for any reason, that provision shall remain in force and effect to the maximum extent allowable, if any, and that the enforceability and validity of the remaining provisions of this Employment Agreement shall not be affected thereby. In addition, Executive understands and agrees that the covenants contained in Section 4 of this Employment Agreement are subject to modification as provided in Section 4.5.

6.8.     Entire Agreement. Subject to the last sentence of Section 4.5(a), from and after the Effective Date, this Employment Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof.

6.9.         Counterparts. This Employment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

6.10.      Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

6.11.    General Interpretive Principles. The headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. The masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine unless otherwise clearly required by the context.

6.12.      No Third Party Beneficiary. Except for the parties to this Employment Agreement and their respective successors and assigns, heirs and personal representatives, nothing expressed or implied in this Employment Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Employment Agreement.

BY SIGNING THIS EMPLOYMENT AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS READ, UNDERSTANDS, AND AGREES TO ALL OF THE PROVISIONS OF THIS EMPLOYMENT AGREEMENT, PARTICULARLY INCLUDING, BUT NOT LIMITED TO, EXECUTIVE’S RESTRICTIVE COVENANTS AND AGREEMENTS.

EXECUTIVE FURTHER ACKNOWLEDGES THAT EXECUTIVE WAS AFFORDED SUFFICIENT OPPORTUNITY BY THE COMPANY TO OBTAIN INDEPENDENT LEGAL ADVICE PRIOR TO EXECUTIVE’S EXECUTING THIS EMPLOYMENT AGREEMENT.

[Signatures Appear on the Following Page]

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

Exhibit 10.4

Departure Agreement

This Departure Agreement (this "Agreement") has been made and is effective as of August 25, 2025 (the "Effective Date"), by and between SPAR Group, Inc. a Delaware corporation, its affiliates and subsidiaries (collectively, the "Corporation"), and Ron Lutz ("Employee"). Employee and the Corporation may be referred to individually as a "Party" and collectively as the "Parties."

In consideration of the provisions set forth below, and other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged by the Parties), the Parties, intending to be legally bound, upon their signatures below hereby agree as follows in this Agreement effective as of the Effective Date:

1.    Employee is and has been the Global Chief Commercial Officer of the Corporation since 2021.

2.    The Corporation recently notified Employee that it decided to eliminate the Global Chief Commercial Officer position. The Corporation will eliminate that position and Employee will cease being an employee of the Corporation on August 29, 2025 (the "Departure Date"). Employee will continue to earn applicable current compensation through the Departure Date, which will be paid in accordance with the Corporation's normal payroll practices.

3.    Employee and the Corporation are parties to the Amended and Restated Change of Control Severance Agreement made and entered into effective as of July 21, 2021 (the "COCSA"). The Parties agree that the elimination of the Global Chief Commercial Officer position constitutes "Good Reason" and a termination of Employee’s employment by the Corporation without "Cause," in each case resulting in a "Severance Termination" (as each term is defined in the COCSA).

4.    The Parties mutually agree to waive all determinations, notices, cure periods, and all other conditions required for payment of benefits pursuant to a Severance Termination, whether contained in the COCSA or elsewhere.

5.    Subject to Section 8, in full satisfaction of the severance benefits required under the COCSA §4(b) and §4(c) arising from Employee’s Severance Termination and all other similar amounts that may be or become due, whether contained in the COCSA or elsewhere, the Corporation agrees to pay Employee two lump sum severance payments, each of which paid within twenty (20) business days following the Departure Date, for a total calculated as follows (collectively, the "Severance Payment"):

By executing this Agreement, Employee hereby waives the right to any additional benefits under the COCSA, including, but not limited to, benefits under COCSA §4(d). The first lump sum payment shall be for the accelerated vesting of the phantom shares set forth in the table above and the second lump sum payment shall consist of the remaining balance of the Severance Payment (base salary and bonus amounts).

6.    In addition to the Severance Payment and in consideration for the full satisfaction of the COCSA and all benefits provided thereunder, the Parties expressly agree that: (a) COCSA §§ 4(f), 4(g), 5 (including Annex A, except as otherwise provided below), 6, 7, 8, 10, and 11 shall continue in full force and effect and (b) are hereby incorporated into this Agreement by reference, and for purposes of their application to this Agreement, references therein to the "Agreement" shall be interpreted to mean this Agreement, and references to the "Executive" shall be interpreted to mean Employee; provided that there shall be no duplication of benefits, meaning the benefits provided under this Agreement shall never be construed as in addition to any benefit provided under the COCSA or any other applicable agreement. As a condition of receiving the Severance Payment and the Phantom Stock Settlement, Employee hereby waives the right to ever receive a 409A Gross-Up Payment pursuant to Section 1(b) of Annex A of the COCSA.

7.    The Parties agree that they and their representatives will describe Employee's departure as a "retirement" notwithstanding the terminology of and without in any way limiting benefits or the treatment of benefits provided under the COCSA, this Agreement, or any other employee benefit plan or similar arrangement.

8.    As a condition to receiving the benefits provided hereunder, Employee and the Corporation have also entered into: (a) a Confidentiality, Non-Solicitation and Arbitration Agreement (the "Confidentiality Agreement"); and (b) a Mutual Release Agreement (the "Release Agreement"). For the avoidance of doubt, if the Corporation reasonably determines Employee breached the Confidentiality Agreement and/or the Release Agreement, the Corporation’s obligations to make any payments provided hereunder shall immediately terminate, and the Corporation may seek recoupment of any prior payments, to the extent permitted by law. This Section 8 shall be in addition to, and not in substitution for, any other remedy available to the Corporation under another agreement or permitted by applicable law.

9.    In the event that the Employee is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that the Employee is or was a director or officer of the Company or an affiliate thereof (other than any Proceeding initiated by the Employee or the Company related to this Agreement or the Employee’s employment with the Company or termination of employment from the Company), then the Employee shall be indemnified and held harmless by the Company to the maximum extent permitted under applicable law and the Company’s bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Employee in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company at the time of occurrence and in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Employee to repay the amounts so paid if it shall ultimately be determined that the Employee is not entitled to be indemnified by the Company under this Agreement

10.    From the Departure Date and for a period of six (6) years thereafter, the Company shall also maintain director and officer liability insurance in such amounts and subject to such limitations as the board of directors of the Company shall, in good faith, deem appropriate for coverage of directors and officers of the Company.

11.    None of the payments, benefits, or rights of Employee shall be subject to any claim of any creditor of Employee, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of Employee. Employee shall not have the right to alienate, anticipate, commute, plead, encumber or assign any of the benefits or payments that he may expect to receive, contingently or otherwise, under this Agreement.

12.    The failure or delay of any Party at any time to require performance of, or to exercise or enforce its rights or remedies with respect to, any provision of this Agreement shall not affect the right of any Party at a later time to exercise or enforce any such provision. No notice to or demand on any Party shall entitle such Party to any other or notice or demand in similar or other circumstances. All rights, remedies and other interests of each Party hereunder are cumulative and not alternatives, and they are in addition to (and shall not limit) any other right, remedy or other interest of any Party under this Agreement, any other similar agreement, or applicable law.

13.    This Agreement or any supplement, modification or amendment to this Agreement may be executed in writing or approved electronically in counterpart copies of the document or of its signature page, each of which may have been delivered by any means (including electronic or physical), but all of which, when taken together, shall constitute a single agreement binding upon all of its signing or approving Parties. This Agreement (i) may not be supplemented, modified, amended, restated, waived, extended, discharged, released or terminated orally, (ii) may only be supplemented, modified or amended in a document executed in writing and/or approved electronically by all of the Parties hereto specifically referencing this Agreement by date, title, Parties and provision(s) being amended, and (iii) may only be waived, released or terminated in a document executed in writing and/or approved electronically by each Party or other person against whom enforcement thereof may be sought.

14.    This Agreement contains the entire agreement and understanding of the Parties with respect to all severance and severance-like benefits payable from the Corporation to Employee and supersedes and completely replaces all prior and other representations, warranties, promises, assurances and other agreements respect to the benefits provided hereunder, which for the avoidance of doubt, includes, but is not limited to, the Parties acknowledgement that this Agreement is in full satisfaction of all of the Corporation’s obligations with respect to the COCSA.

15.    The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A, and this Agreement shall be interpreted and construed in accordance with such intent. The Corporation shall not be liable for any tax, interest, penalty, or damages that Employee may incur in connection with Section 409A. The Corporation makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on Employee’s behalf under this Agreement. Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Corporation and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Corporation harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Corporation for any amounts claimed due on account of Employee’s failure to pay or delayed payment of federal or state taxes, or damages sustained by the Corporation by reason of any such claims, including attorneys’ fees and costs.

[Signature Page Follows]

In Witness Whereof, the Parties hereto have executed and delivered this Agreement intending to be legally bound by it and for it to be effective as of the Effective Date.

Exhibit 10.5

SUPPLEMENTAL MUTUAL RELEASE PURSUANT TO

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Supplemental Mutual Release Pursuant to Change of Control Severance Agreement (“Supplemental Release”) is dated as of August 25, 2025, and entered into by and between Claimant Ron Lutz (“Claimant” or “Lutz”), and SPAR Group, Inc. (“SGRP” and together with its subsidiaries, the “Company”), and each of the Company’s past and current parents, subsidiaries, affiliates, related entities, owners, predecessors, successors, officers, directors, board members, employees, agents, consultants, representatives, attorneys, insurers, reinsurers, plan sponsors, trustees, committees, administrators, service providers, fiduciaries and assigns in their official and individual capacities (including SGRP and the other members of the Company, referred to individually as a “Released Party” and collectively as “Released Parties”), on the date last executed below. (Lutz and SGRP are sometimes hereinafter collectively referred to as “Parties” or singularly as a “Party”). This Supplemental Release is the mutual release that is referenced in: (i) Section 3(a) of the Change of Control Severance Agreement dated July 12, 2021 (the “COCSA”), as the mutual release agreement between the Company and Lutz and sufficiently after which (and after the expiration of the seven-day revocation period of this Supplemental Release), assuming no revocation by Lutz of same, SGRP will tender to Claimant the payment of the benefits due to Claimant upon a Severance Termination as referenced in the COCSA, in the total amount of $588,258 (the “Severance Amount”), and (ii) the Departure Agreement entered into between Lutz and SGRP dated as of August 25, 2025 (“Departure Agreement”). Terms not otherwise defined herein shall have the meaning as defined in the COCSA.

RELEASE

1.    (a) Except for (and in each case expressly excluding) each and every Excluded Claim (defined below), and in return for the consideration and other promises and covenants set forth in this Supplemental Release and in the COCSA, the receipt and sufficiency of which is hereby acknowledged by the Parties, to the extent permitted by law, Lutz, for himself, his heirs, beneficiaries, devisees, legal representatives, agents and assigns, hereby releases, waives and forever discharges the Released Parties from any and all claims, demands, causes of action, grievances, suits, or complaints of any kind or nature, whether in law, in equity or administrative proceedings or otherwise, that he ever had or now has up to and including the effective date of this Supplemental Release, known or unknown, suspected or unsuspected, and including, but not limited to, claims that were asserted, and all conduct and occurrences relating to Released Parties since the execution of the COCSA, and whether arising in tort, contract, statute, constitution or in equity, before any federal, state, administrative, local or private court, agency, or other entity or forum, regardless of the relief or remedy not including unemployment compensation.

(b)         Without in any way limiting the generality of the foregoing subsection (a), it being the intention of the Parties to make this Supplemental Release as broad and as general and expansive as the law permits and to release any and all claims, except for (and in each case expressly excluding) each and every Excluded Claim, this Supplemental Release, to the extent permitted by law, specifically includes (but is not limited to) any and all claims arising from any alleged violation by any and all Released Parties: from, under or of the Employee Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991; the Michigan Elliott-Larsen Civil Rights Act; North Carolina Employment Practices Act, the Retaliatory Employment Discrimination Act, the Persons with Disabilities Protection Act, the Hazardous Chemicals Right to Know Act, claims of discrimination based upon any category protected under North Carolina law, including sickle cell trait, genetic testing and information, the use of lawful products, AIDS or HIV status, jury service, or National Guard service; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990, as amended; the Michigan Persons with Disabilities Civil Rights Act; the Family and Medical Leave Act, as amended; the Equal Pay Act of 1963; the Michigan Wages and Fringe Benefits Act; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991; the Michigan Whistleblowers Protection Act; the Michigan Improved Workforce Opportunity Wage Act; the New Jersey Law Against Discrimination; the Conscientious Employee Protection Act; the New Jersey Family Leave Act; the Consolidated Omnibus Budget Reconciliation Act of 1985; 42 U.S.C. § 1981; 42 U.S.C. § 1983; the United States Constitution; the Labor Management Relations Act; retaliation of any kind; discrimination of any kind; harassment of any kind; breach of an expressed or implied contract; breach of fiduciary duty; estoppel; claims for attorney fees, costs or expenses; public policy violations; any claim for unpaid wages; any other statutory claim; other federal, state or local laws, rules or regulations; employment or other expressed contract or implied contract claim, or common law claim for wrongful discharge, or intentional infliction of emotional distress; and any and all other claims arising from or involving Lutz’s employment or dealings with any and all of the Released Parties.

(c)         Notwithstanding anything to the contrary, Lutz has not waived or released any Excluded Claim, and Lutz has expressly retained each and every Excluded Claim. "Excluded Claim" shall mean any of the following (in whole or in part), or any right, entitlement, power, privilege, remedy, interest or claim with respect thereto, whether now or hereafter existing, under or respecting:

(d)         SGRP, on behalf of the Released Parties, to the extent permitted by law, hereby absolutely, unconditionally, irrevocably, expressly and forever releases, waives and discharges Lutz and his heirs, beneficiaries, devisees, legal representatives, agents and assigns from any and all claims, actions, demands, causes of action grievances, complaints, and/or suits of any kind or nature, whether in law, in equity or administrative proceedings or otherwise, that any Released Party ever had or now has (up to and including the effective date of this Supplemental Release), against Lutz, and his heirs, beneficiaries, devisees, legal representatives, agents and assigns (in their capacities as such), and including, but not limited to, claims that were asserted, and all conduct and occurrences relating to Lutz since the execution of the COCSA, and whether arising in tort, contract, statute, constitution or in equity, before any federal, state, administrative, local or private court, agency, or other entity or forum, regardless of the relief or remedy, in each case to the extent the underlying facts or circumstances were disclosed to or presently are known to any of the current executives of SGRP apart from Lutz (meaning Michael R. Matacunas, Antonio Calisto Pato, and William Linnane); provided, however, that SGRP has not waived or released any right, entitlement, power, privilege, remedy, interest or claim with respect thereto, whether now or hereafter existing, under or respecting (i) the Departure Agreement (including, without limitation, the provisions incorporated into it from the COCSA) and (ii) the Consulting Agreement.

2.    (a) Lutz, for himself, and his heirs, beneficiaries, devisees, legal representatives, agents and assigns, agrees that this Supplemental Release is, will constitute and may be pleaded as a bar to any claims, actions, demands, causes of action and/or suits or arbitrations of any kind or nature whatsoever released by him in Paragraph 1(a) or 1(b) of this Supplemental Release, and that Lutz agrees not to assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations against Released Parties (and Lutz agrees to pay the defending Party’s reasonable attorneys’ fees and expenses in defending same if Lutz does assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations).

(b) SGRP, on behalf of the Released Parties, agrees that this Supplemental Release is, will constitute and may be pleaded as a bar to any claims, actions, demands, causes of action and/or suits or arbitrations of any kind or nature whatsoever released by it or them in Paragraph 1(d) of this Supplemental Release, and that SGRP, on behalf of the Released Parties, agrees not to assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations against Lutz and his released persons (and SGRP agrees to pay the defending party’s reasonable attorneys’ fees and expenses in defending same if any Released Party does assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations).

(c) Each Party agrees that all the provisions of this Supplemental Release and any and all matters related to it will remain in strict confidence, except to the extent where disclosure is by any Party is reasonably required under appropriate legal process, as described below, or to the extent disclosure is reasonably necessary in a pleading permitted by the applicable Party under 2(a) or 2(b), above, or by any Party to the extent disclosure is reasonably necessary to resolve any dispute under or related to this Supplemental Release, or by Lutz to the extent disclosure is reasonably necessary to protect or pursue any Excluded Claim. In those instances, only those portions which are at issue and in dispute shall be disclosed and the balance of the Supplemental Release shall be kept confidential. Except as otherwise permitted herein, each Party agrees to refrain from making any statements about this Supplemental Release. Except as otherwise permitted herein, in the event a court, litigant, or governmental body requests or requires disclosure by a Party of anything protected by this provision and such disclosure may reasonably be challenged, such Party shall promptly give written notice by email to the other Party prior to any such compelled disclosure to allow the other Party to take such protective steps as may be appropriate as it desires (if any). The applicable Party shall further provide reasonable assistance to assist the other Party if the other Party wishes to contest disclosure where contesting it is reasonable under the circumstances. Notwithstanding the foregoing, a Party may disclose the terms of this Supplemental Release to his or its accountant(s), financial consultants and/or attorneys, provided those persons are bound to keep the terms of this Supplemental Release confidential.

3.    This Supplemental Release shall be binding upon and inure to the benefit of the Parties hereto and their respective representatives, successors, and/or assigns. The Parties shall perform their obligations under this Supplemental Release in good faith.

4.    Each Party understands, agrees and deems that the consideration exchanged for the various releases, covenants and agreements contained herein are sufficient and apportionable, and each Party waives any and all rights to assert any claim of lack of sufficiency and/or apportionability of consideration.

5.     Each Party acknowledges and agrees that such Party has thoroughly read and fully understands the terms of this Supplemental Release and their significance and that such Party accepts these terms and enters into this Supplemental Release freely, voluntarily and without reservation.

6.    Lutz further acknowledges and agrees that: (a) he is hereby advised, in writing, to consult with an attorney of his choice regarding the terms of this Supplemental Release prior to executing this Supplemental Release; and (b) he has an opportunity to review this Supplemental Release for at least forty-five (45) days prior to signing it if he chooses to do so, provided, however, that Lutz is not required to, but may voluntarily, sign this Supplemental Release prior to the expiration of such forty-five (45) day period.

7.    Each Party also acknowledges and agrees that Lutz may revoke this Supplemental Release at any time prior to the expiration of the seventh (7) calendar day following execution of this Supplemental Release. This Supplemental Release shall not become effective and enforceable until the revocation period has expired.

Lutz understands that any revocation, to be effective, must be in writing and delivered or mailed to Michael R. Matacunas, CEO, SPAR Group, Inc., 1910 Opdyke Court, Auburn Hills, Michigan 48326 (Ph: 678.343.1175), mmatacunas@sparinc.com before 5:00 pm (EST) by or on the 7th day. If Lutz revokes this Supplemental Release, he will not receive the Severance Amount or any other payment of benefits due upon a Severance Termination as further detailed in the COCSA or otherwise.

8.    (a) Lutz specifically represents that he has not assigned, transferred or purported to assign or transfer to any third party any claim, known or unknown, against Released Parties, or any portion of or interest in such claim, nor will he do so in the future.

(b) SGRP, on behalf of the Released Parties, specifically represents that none of them have assigned, transferred or purported to assign or transfer to any third party any claim, known or unknown, against Lutz, or any portion of or interest in such claim, nor will any of them do so in the future.

9.    Each Party agrees that nothing contained in this Supplemental Release and no action taken by such Party shall be construed as an admission of any liability or wrongdoing by any Party, any Released Party, or any other released persons.

10.    This Supplemental Release represents the entire agreement between Released Parties and Lutz, and there are no other agreements or understandings, oral or written, between the Parties concerning the subject matter of this Supplemental Release, in each case except for the COCSA, Departure Agreement, and Confidentiality Agreement (as such term is defined in the COCSA). The Departure Agreement shall continue in full force and effect, shall not be affected by this Agreement, and is hereby specifically incorporated into and made part of this Agreement. In the event of any conflict or inconsistency between this Agreement and the Departure Agreement, the terms of the Departure Agreement shall control. Lutz further acknowledges no promises or representations have been made or relied upon regarding the subject matter contained in this Supplemental Release apart from those expressly set forth in this Supplemental Release.

11.    Each Party agrees that, in the event that any provision or statement in this Supplemental Release is held invalid by a court of competent jurisdiction, the remaining provisions of this Supplemental Release shall remain intact. Upon a finding by a court, administrative agency or other tribunal of competent jurisdiction that any release, waiver or covenant contained in this Supplemental Release is void, illegal or unenforceable, each Party agrees promptly to execute a release, waiver or covenant that is legal and enforceable and no more expansive or restrictive than this Supplemental Release, the Consulting Agreement or the Departure Agreement.

12.    North Carolina law and applicable federal law shall govern the enforceability and construction of this Supplemental Release.

THIS IS A SUPPLEMENTAL RELEASE PURSUANT TO THE

CHANGE OF CONTROL SEVERANCE AGREEMENT

** READ BEFORE SIGNING **

Each Party signs below to certify his or its agreement to and understanding of the terms set forth in this Supplemental Release.

OWBPA/ADEA DISCLOSURES

SPAR Group, Inc. (hereinafter sometimes referred to as “Employer”) is providing the following information to Ron Lutz (“Employee”) in accordance with Section 7(f)(1)(H) of the Older Workers Benefit Protection Act:

1.    Decisional Unit. The decisional unit for the Group Termination Program is the Chief Operating Officer and the Chief Commercial Officer.

2.    Eligibility Factors. Employer selected all employees in the Decisional Unit to participate in the Group Termination Program.

None

Exhibit 10.6

CONSULTING SERVICES AGREEMENT

1.    Parties. This Consulting Services Agreement (“Agreement”) is between SPAR Group, Inc., a Delaware corporation (“SGRP” and together with its subsidiaries, the “Company”) and Ron Lutz (“Consultant” or “you”). SGRP and Consultant are sometimes individually referred to as a “Party” and collectively referred to as the “Parties”. This Agreement is dated as of August 25, 2025, and shall be effective as of September 8, 2025 (the “Effective Date”). The obligations of SGRP or the Company may be satisfied through SPAR Marketing Force, Inc., or another SGRP subsidiary.

2.     Services; Compensation. Company desires to retain, and on behalf of Company SGRP hereby engages, Consultant as an “at-will” independent contractor. Consultant shall provide certain services to the Company in the role of “Executive and Organization Consultant” as set forth on Schedule A hereto (the “Services”) for the compensation also specified therein. All Workproduct (as defined below) and other deliverables provided by Consultant to Company are referred to as the “Deliverables.” Consultant hereby agrees to provide the Services under the conditions set forth in this Agreement, and Consultant desires to provide those Services and/or Deliverables to the Company. During the Term of this Agreement, Consultant is free to provide services and products to third parties so long as those activities do not violate this Agreement or impair Consultant’s ability to perform its obligations under this Agreement.

3.    Company Equipment. During the Term, Consultant shall be provided with reasonable technical assistance by the Company in connecting his personal computer to his Company Outlook and other accounts to perform the Services contemplated under this Agreement. Upon expiration or termination of this Agreement, Consultant shall retain ownership of his personal computer and its contents, and the Company shall be permitted to take all reasonably necessary steps to remove any Company-managed software or access restrictions in accordance with such expiration or termination and Consultant shall cooperate in such efforts. Consultant shall retain and continue to use his Company email address and access to his Company Outlook, DropBox and other data accounts for so long as the Company maintains such accounts, but in no event for more than three (3) months following the expiration of the Term.

4.    Intellectual Property Ownership. The Company owns all right, title and interest, including intellectual property, in all workproduct created by you in connection with this Agreement (including workproduct that relates to the current or anticipated business of the Company and/or uses Company resources) including ideas and concepts relating to the business of the Company (collectively, “Workproduct”). Workproduct may include business, marketing and strategic plans, designs, specifications, software, data, competitive intelligence, and brand identities. All Workproduct is “works made for hire” and you hereby assign to the Company all rights, title and interest in such Workproduct, including copyright, patent, trade secret, and trademark. Notwithstanding the foregoing, "Workproduct" does not include general knowledge, skills, know-how, or expertise that you have independently developed or acquired, or professional analysis, conclusions, documents or contractual provisions that do not specifically incorporate or reference the Company’s Information or from which such Company’s Information can be removed.

5.    Confidentiality. Consultant may have access to information that is considered confidential by Company, its customers or its strategic partners. Information may include business methodologies and ideas, data, trade secrets, marketing and strategic plans, financial information, and proposed agreements (collectively, “Information”). Information may be communicated to you in any medium, including written, oral, electronic, tangible devices, and visual observation. You agree not to disclose the Information to a third party and not to use the Information for the benefit of anyone other than Company. Nothing in this Agreement prohibits you from using Information that is: (1) entirely in the public domain; (2) previously known to you; (3) received lawfully from a third party; or (4) proven by you to have been developed without access to the Information. If the Consultant is requested or required to disclose any Information pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a governmental or regulatory body, a deposition, interrogatory, request for documents, civil investigative demand or similar process the Consultant will, except as prohibited by law, promptly notify the Company to permit the Company to seek a protective order or take other appropriate action. The Consultant will also reasonably cooperate in the Company’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the Information. If, in the absence of a protective order, the Consultant is compelled as a matter of law to disclose any Information to a tribunal, the Consultant may disclose to the tribunal compelling disclosure only the part of the Information as is required by law to be disclosed (in which case, prior to disclosure, the Consultant will use reasonable efforts to advise and consult with the Company and its counsel as to such disclosure and the nature and wording of such disclosure), and the Consultant will use reasonable efforts to obtain confidential treatment for any Information so disclosed. Consultant may also disclose Information: (i) with the prior written consent of the Company; and (ii) to Consultant's accountant(s), financial consultants and/or attorneys with a reasonable need for it, provided those persons are bound to keep such Information confidential. That individual elements of Information may be in the public domain does not remove from the protections of this Agreement the nonpublic or unique combination of such elements. Information shall be presumed confidential. This duty of confidentiality continues so long as the Information remains nonpublic. Notwithstanding anything to the contrary in this Agreement, Consultant shall not be subject to any confidentiality, non-solicitation or non-compete (if any) obligations that are more restrictive than those applicable to employees of the Company under the Company's form of Confidentiality, Non-Solicitation and Arbitration Agreement as in effect as of the date hereof ("Confidentiality Form"), which Confidentiality Form for clarity is the Form Revised March 2024 naming SPAR Marketing Force, Inc., as the Employer. The confidentiality provisions of this Agreement satisfy the requirement for the execution of the Confidentiality Form under the Departure Agreement entered into between Consultant and the Company as of August 25, 2025 (the “Departure Agreement”) and the COCSA (as defined in the Departure Agreement).

6.    Representations and Warranties. You represent and warrant: (a) all Workproduct created by you in connection with this Agreement is original and does not violate the rights of any third parties, including intellectual property rights; (b) performance under this Agreement will not violate any obligation to any third party; (c) all Services shall materially conform to the services agreed upon by the Company and Consultant; (d) your activities under this Agreement will be carried out in a diligent, prompt, and professional manner; and (e) you shall make all required tax payments.

7.    Limitations of Liability. Neither Party shall be liable for indirect, incidental, consequential, special, punitive or exemplary damages, or lost profits or business interruption losses in connection with this Agreement.

8.    Reimbursement for Expenses. Company shall pay (or reimburse you for paying) reasonable expenses incurred at the request of Company and approved in advance in writing (which may be by email).

9.    Term & Termination. The term of this Agreement shall be for a period of up to twelve (12) months from the Effective Date (the “Term”). The Term shall automatically renew for successive one (1) year periods. Either Party may terminate the Term of this Agreement for any reason at any time upon thirty (30) days’ written notice to the other Party.

10.    Nature of Relationship. You are an independent Consultant and not an employee, agent, or joint-venturer of Company. Except as otherwise provided in the Departure Agreement (as defined below), you are not entitled to any benefits of Company employees and are responsible for your own costs and legal responsibilities of doing business, including health, life and related insurance, equal opportunity compliance, taxes, immigration requirements, and employment benefits.

11.    Restrictive Covenant. During the Term of this Agreement and for a period of one (1) year thereafter, Consultant agrees not to hire or solicit for hire any Company employees, consultants, or customers in connection with the any of the merchandising and related services provided by the Company to its clients.

12.    General. Any claims relating to this Agreement shall be brought within six (6) months after the event giving rise to the cause of action. All required communications shall be in writing and addressed to the receiving Party at its address as set forth on Schedule A hereto, addressed to the person who signed the Agreement on behalf of such Party, or to such address and person as may be designated by such Party in writing. Except as delivery by email is permitted hereunder without a hard copy expressly required: All communications will be deemed given when hand-delivered (including by overnight courier); or if mailed, by registered mail with verification of receipt, upon date of delivery or refusal; or if by electronic mail or facsimile, when received (with verification of transmission sent promptly to the receiving Party along with a hard copy of the communication). This Agreement shall be governed exclusively by the laws of the USA and the State of Michigan. This Agreement, together with the Departure Agreement, constitutes the entire understanding of the Parties with respect to the stated subject matter and replaces any previous or contemporaneous written or oral communications, promises, or understandings. The Departure Agreement (including, without limitation, the provisions incorporated into it from the COCSA) shall continue in full force and effect, shall not be affected by this Agreement, and is hereby specifically incorporated into and made part of this Agreement. In the event of any conflict or inconsistency between this Agreement and the Departure Agreement, the terms of the Departure Agreement shall control. The Agreement may be amended only by a writing signed by the Parties.

13.    Dispute Resolution. The Parties shall attempt to resolve any disputes through good faith business negotiations. If not so resolved, disputes shall be resolved by arbitration as provided in the Departure Agreement. Litigation (including arbitration) shall be brought only in Oakland County, Michigan, for the purpose of any proceeding arising out of this Agreement; the Parties stipulate to personal jurisdiction and venue in such County (and the arbitration locations and state and federal courts therein), agree to participation by video conference, and waive the application of forum non conveniens. Except as otherwise agreed in any settlement agreement, reasonable attorneys’ fees shall be awarded to the predominately prevailing Party.

(signatures on the following page)

AGREED AND ACCEPTED:

In Witness Whereof, and in consideration of the provisions set forth in this Agreement and other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged by each of them), the Parties hereto have executed and delivered this Agreement (including all schedules and exhibits hereto) through their duly authorized signatories on the dates indicated below and intend to be legally bound by this Agreement as of the Effective Date.

Schedule A

Services

Compensation

Addresses for Notices:

Ron Lutz

Lutz & Associates, LLC

Ron Lutz

517 Running Bear Circle

Banner Elk, NC 28604

SPAR Group, Inc.

1910 Opdyke Court

Auburn Hills, MI 48326

Attention: CFO

Exhibit 10.7

Departure Agreement

This Departure Agreement (this "Agreement") has been made and is effective as of August 25, 2025 (the "Effective Date"), by and between SPAR Group, Inc. a Delaware corporation, its affiliates and subsidiaries (collectively, the "Corporation"), and Kori G. Belzer ("Employee"). Employee and the Corporation may be referred to individually as a "Party" and collectively as the "Parties."

In consideration of the provisions set forth below, and other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged by the Parties), the Parties, intending to be legally bound, upon their signatures below hereby agree as follows in this Agreement effective as of the Effective Date:

1.    Employee is the Global Chief Operating Officer of the Corporation.

2.    The Corporation recently notified Employee that it decided to eliminate the Global Chief Operating Officer position. The Corporation will eliminate that position and Employee will cease being an employee of the Corporation on August 29, 2025 (the “Departure Date”). Employee will continue to earn applicable current compensation through the Departure Date, which will be paid in accordance with the Corporation's normal payroll practices.

3.    Employee and the Corporation are parties to the Amended and Restated Change of Control Severance Agreement made and entered into effective as of August 10, 2022 (the "COCSA"). The Parties agree that the elimination of the Global Chief Operating Officer position constitutes "Good Reason" and a termination of Employee’s employment by the Corporation without "Cause," in each case resulting in a "Severance Termination" (as each term is defined in the COCSA).

4.    The Parties mutually agree to waive all determinations, notices, cure periods, and all other conditions required for payment of benefits pursuant to a Severance Termination, whether contained in the COCSA or elsewhere.

5.    Subject to Section 8, in full satisfaction of the severance benefits required under the COCSA §4(b) and §4(c) of the COCSA arising from Employee’s Severance Termination and all other similar amounts that may be or become due, whether contained in the COCSA or elsewhere, the Corporation agrees to pay Employee a single lump sum severance payment within twenty (20) business days following the Departure Date calculated as follows (the “Severance Payment”):

By executing this Agreement, Employee hereby waives the right to any additional benefits under the COCSA, including, but not limited to, benefits under COCSA §4(d).

6.    In addition to the Severance Payment and in consideration for the full satisfaction of the COCSA and all benefits provided thereunder, the Parties expressly agree that: (a) COCSA §§ 4(f), 4(g), 5 (including Annex A, except as otherwise provided below), 6, 7, 8, 10, and 11 shall continue in full force and effect and (b) are hereby incorporated into this Agreement by reference, and for purposes of their application to this Agreement, references therein to the "Agreement" shall be interpreted to mean this Agreement, and references to the "Executive" shall be interpreted to mean Employee; provided that there shall be no duplication of benefits, meaning the benefits provided under this Agreement shall never be construed as in addition to any benefit provided under the COCSA or any other applicable agreement. As a condition of receiving the Severance Payment and the Phantom Stock Settlement, Employee hereby waives the right to ever receive a 409A Gross-Up Payment pursuant to Section 1(b) of Annex A of the COCSA.

7.    The Parties agree that they and their representatives will describe Employee's departure as a "retirement" notwithstanding the terminology of and without in any way limiting benefits or the treatment of benefits provided under the COCSA, this Agreement, or any other employee benefit plan or similar arrangement.

8.    As a condition to receiving the benefits provided hereunder, Employee and the Corporation have also entered into: (a) a Confidentiality, Non-Solicitation and Arbitration Agreement (the "Confidentiality Agreement"); and (b) a Mutual Release Agreement (the "Release Agreement"). For the avoidance of doubt, if Employee materially breaches the Confidentiality Agreement and/or the Release Agreement, the Corporation’s obligations to make any payments provided hereunder shall immediately terminate, and the Corporation may seek recoupment of any prior payments, to the extent permitted by law. This Section 8 shall be in addition to, and not in substitution for, any other remedy available to the Corporation under another agreement or permitted by applicable law.

9.    In the event that the Employee is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that the Employee is or was a director or officer of the Company or an affiliate thereof (other than any Proceeding initiated by the Employee or the Company related to this Agreement or the Employee’s employment with the Company or termination of employment from the Company), then the Employee shall be indemnified and held harmless by the Company to the maximum extent permitted under applicable law and the Company’s bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Employee in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Employee to repay the amounts so paid if it shall ultimately be determined that the Employee is not entitled to be indemnified by the Company under this Agreement

10.    From the Departure Date and for a period of six (6) years thereafter, the Company shall also maintain director and officer liability insurance in such amounts and subject to such limitations as the board of directors of the Company shall, in good faith, deem appropriate for coverage of directors and officers of the Company.

11.    None of the payments, benefits, or rights of Employee shall be subject to any claim of any creditor of Employee, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of Employee. Employee shall not have the right to alienate, anticipate, commute, plead, encumber or assign any of the benefits or payments that she may expect to receive, contingently or otherwise, under this Agreement.

12.    The failure or delay of any Party at any time to require performance of, or to exercise or enforce its rights or remedies with respect to, any provision of this Agreement shall not affect the right of any Party at a later time to exercise or enforce any such provision. No notice to or demand on any Party shall entitle such Party to any other or notice or demand in similar or other circumstances. All rights, remedies and other interests of each Party hereunder are cumulative and not alternatives, and they are in addition to (and shall not limit) any other right, remedy or other interest of any Party under this Agreement, any other similar agreement, or applicable law.

13.    This Agreement or any supplement, modification or amendment to this Agreement may be executed in writing or approved electronically in counterpart copies of the document or of its signature page, each of which may have been delivered by any means (including electronic or physical), but all of which, when taken together, shall constitute a single agreement binding upon all of its signing or approving Parties. This Agreement (i) may not be supplemented, modified, amended, restated, waived, extended, discharged, released or terminated orally, (ii) may only be supplemented, modified or amended in a document executed in writing and/or approved electronically by all of the Parties hereto specifically referencing this Agreement by date, title, Parties and provision(s) being amended, and (iii) may only be waived, released or terminated in a document executed in writing and/or approved electronically by each Party or other person against whom enforcement thereof may be sought.

14.    This Agreement contains the entire agreement and understanding of the Parties with respect to all severance and severance-like benefits payable from the Corporation to Employee and supersedes and completely replaces all prior and other representations, warranties, promises, assurances and other agreements respect to the benefits provided hereunder, which for the avoidance of doubt, includes, but is not limited to, the Parties acknowledgement that this Agreement is in full satisfaction of all of the Corporation’s obligations with respect to the COCSA.

15.    The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A, and this Agreement shall be interpreted and construed in accordance with such intent. The Corporation shall not be liable for any tax, interest, penalty, or damages that Employee may incur in connection with Section 409A. The Corporation makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on Employee’s behalf under this Agreement. Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Corporation and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Corporation harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Corporation for any amounts claimed due on account of Employee’s failure to pay or delayed payment of federal or state taxes, or damages sustained by the Corporation by reason of any such claims, including attorneys’ fees and costs.

[Signature Page Follows]

In Witness Whereof, the Parties hereto have executed and delivered this Agreement intending to be legally bound by it and for it to be effective as of the Effective Date.

Exhibit 10.8

SUPPLEMENTAL MUTUAL RELEASE PURSUANT TO

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Supplemental Mutual Release Pursuant to Change of Control Severance Agreement (“Supplemental Release”) is dated as of August 25, 2025, and entered into by and between Claimant Kori Belzer (“Claimant” or “Belzer”), and SPAR Group, Inc. (“SGRP” and together with its subsidiaries, the “Company”), and each of the Company’s past and current parents, subsidiaries, affiliates, related entities, owners, predecessors, successors, officers, directors, board members, employees, agents, consultants, representatives, attorneys, insurers, reinsurers, plan sponsors, trustees, committees, administrators, service providers, fiduciaries and assigns in their official and individual capacities (including SGRP and the other members of the Company, referred to individually as a “Released Party” and collectively as “Released Parties”), on the date last executed below. (Belzer and SGRP are sometimes hereinafter collectively referred to as “Parties” or singularly as a “Party”). This Supplemental Release is the mutual release that is referenced in: (i) Section 3(a) of the Amended and Restated Change of Control Severance Agreement dated August 10, 2022 (the “COCSA”), as the mutual release agreement between the Company and Belzer and sufficiently after which (and after the expiration of the seven-day revocation period of this Supplemental Release), assuming no revocation by Belzer of same, SGRP will tender to Claimant the payment of the benefits due to Claimant upon a Severance Termination as referenced in the COCSA, in the total amount of $871,405 (the “Severance Amount”), and (ii) the Departure Agreement entered into between Belzer and SGRP dated as of August 25, 2025 ("Departure Agreement"). Terms not otherwise defined herein shall have the meaning as defined in the COCSA.

RELEASE

1.    (a) Except for (and in each case expressly excluding) each and every Excluded Claim (defined below), and in return for the consideration and other promises and covenants set forth in this Supplemental Release and in the COCSA, the receipt and sufficiency of which is hereby acknowledged by the Parties, to the extent permitted by law, Belzer, for herself, her heirs, beneficiaries, devisees, legal representatives, agents and assigns, hereby releases, waives and forever discharges the Released Parties from any and all claims, demands, causes of action, grievances, suits, or complaints of any kind or nature, whether in law, in equity or administrative proceedings or otherwise, that he ever had or now has up to and including the effective date of this Supplemental Release, known or unknown, suspected or unsuspected, and including, but not limited to, claims that were asserted, and all conduct and occurrences relating to Released Parties since the execution of the COCSA, and whether arising in tort, contract, statute, constitution or in equity, before any federal, state, administrative, local or private court, agency, or other entity or forum, regardless of the relief or remedy not including unemployment compensation.

(b)         Without in any way limiting the generality of the foregoing subsection (a), it being the intention of the Parties to make this Supplemental Release as broad and as general and expansive as the law permits and to release any and all claims, except for (and in each case expressly excluding) each and every Excluded Claim, this Supplemental Release, to the extent permitted by law, specifically includes (but is not limited to) any and all claims arising from any alleged violation by any and all Released Parties: from, under or of the Employee Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991; the Michigan Elliott-Larsen Civil Rights Act; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990, as amended; the Michigan Persons with Disabilities Civil Rights Act; the Family and Medical Leave Act, as amended; the Equal Pay Act of 1963; the Michigan Wages and Fringe Benefits Act; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991; the Michigan Whistleblowers Protection Act; the Michigan Improved Workforce Opportunity Wage Act; the New Jersey Law Against Discrimination; the Conscientious Employee Protection Act; the New Jersey Family Leave Act; the Consolidated Omnibus Budget Reconciliation Act of 1985; 42 U.S.C. § 1981; 42 U.S.C. § 1983; the United States Constitution; the Labor Management Relations Act; retaliation of any kind; discrimination of any kind; harassment of any kind; breach of an expressed or implied contract; breach of fiduciary duty; estoppel; claims for attorney fees, costs or expenses; public policy violations; any claim for unpaid wages; any other statutory claim; other federal, state or local laws, rules or regulations; employment or other expressed contract or implied contract claim, or common law claim for wrongful discharge, or intentional infliction of emotional distress; and any and all other claims arising from or involving Belzer’s employment or dealings with any and all of the Released Parties.

(c)         Notwithstanding anything to the contrary, Belzer has not waived or released any Excluded Claim, and Belzer has expressly retained each and every Excluded Claim. "Excluded Claim" shall mean any of the following (in whole or in part), or any right, entitlement, power, privilege, remedy, interest or claim with respect thereto, whether now or hereafter existing, under or respecting:

(d)         SGRP, on behalf of the Released Parties, to the extent permitted by law, hereby absolutely, unconditionally, irrevocably, expressly and forever releases, waives and discharges Belzer and her heirs, beneficiaries, devisees, legal representatives, agents and assigns from any and all claims, actions, demands, causes of action grievances, complaints, and/or suits of any kind or nature, whether in law, in equity or administrative proceedings or otherwise, that any Released Party ever had or now has (up to and including the effective date of this Supplemental Release), against Belzer, and her heirs, beneficiaries, devisees, legal representatives, agents and assigns (in their capacities as such), and including, but not limited to, claims that were asserted, and all conduct and occurrences relating to Belzer since the execution of the COCSA, and whether arising in tort, contract, statute, constitution or in equity, before any federal, state, administrative, local or private court, agency, or other entity or forum, regardless of the relief or remedy; provided, however, that SGRP has not waived or released any right, entitlement, power, privilege, remedy, interest or claim with respect thereto, whether now or hereafter existing, under or respecting the Departure Agreement (including, without limitation, the provisions incorporated into it from the COCSA).

2.    (a) Belzer, for herself, and her heirs, beneficiaries, devisees, legal representatives, agents and assigns, agrees that this Supplemental Release is, will constitute and may be pleaded as a bar to any claims, actions, demands, causes of action and/or suits or arbitrations of any kind or nature whatsoever released by her in Paragraph 1(a) or 1(b) of this Supplemental Release, and that Belzer agrees not to assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations against Released Parties (and Belzer agrees to pay the defending Party’s reasonable attorneys’ fees and expenses in defending same if Belzer does assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations).

(b) SGRP, on behalf of the Released Parties, agrees that this Supplemental Release is, will constitute and may be pleaded as a bar to any claims, actions, demands, causes of action and/or suits or arbitrations of any kind or nature whatsoever released by it or them in Paragraph 1(d) of this Supplemental Release, and that SGRP, on behalf of the Released Parties, agrees not to assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations against Belzer and her released persons (and SGRP agrees to pay the defending party’s reasonable attorneys’ fees and expenses in defending same if any Released Party does assert or bring any such claims, actions, demands, causes of action and/or suits or arbitrations).

(c) Each Party agrees that all the provisions of this Supplemental Release and any and all matters related to it will remain in strict confidence, except to the extent where disclosure is by any Party is reasonably required under appropriate legal process, as described below, or to the extent disclosure is reasonably necessary in a pleading permitted by the applicable Party under 2(a) or 2(b), above, or by any Party to the extent disclosure is reasonably necessary to resolve any dispute under or related to this Supplemental Release, or by Belzer to the extent disclosure is reasonably necessary to protect or pursue any Excluded Claim. In those instances, only those portions which are at issue and in dispute shall be disclosed and the balance of the Supplemental Release shall be kept confidential. Except as otherwise permitted herein, each Party agrees to refrain from making any statements about this Supplemental Release. Except as otherwise permitted herein, in the event a court, litigant, or governmental body requests or requires disclosure by a Party of anything protected by this provision and such disclosure may reasonably be challenged, such Party shall promptly give written notice by email to the other Party prior to any such compelled disclosure to allow the other Party to take such protective steps as may be appropriate as it desires (if any). The applicable Party shall further provide reasonable assistance to assist the other Party if the other Party wishes to contest disclosure where contesting it is reasonable under the circumstances. Notwithstanding the foregoing, a Party may disclose the terms of this Supplemental Release to her or its accountant(s), financial consultants and/or attorneys, provided those persons are bound to keep the terms of this Supplemental Release confidential. Further notwithstanding the foregoing or anything else to the contrary herein, Belzer shall not be considered in breach of any representation herein with respect to Belzer’s  reporting possible violations of law to any government agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal or state law or regulation, or the participation in any action in connection therewith.   

3.    This Supplemental Release shall be binding upon and inure to the benefit of the Parties hereto and their respective representatives, successors, and/or assigns. The Parties shall perform their obligations under this Supplemental Release in good faith.

4.    Each Party understands, agrees and deems that the consideration exchanged for the various releases, covenants and agreements contained herein are sufficient and apportionable, and each Party waives any and all rights to assert any claim of lack of sufficiency and/or apportionability of consideration.

5.    Each Party acknowledges and agrees that such Party has thoroughly read and fully understands the terms of this Supplemental Release and their significance and that such Party accepts these terms and enters into this Supplemental Release freely, voluntarily and without reservation.

6.    Belzer further acknowledges and agrees that: (a) she is hereby advised, in writing, to consult with an attorney of her choice regarding the terms of this Supplemental Release prior to executing this Supplemental Release; and (b) she has an opportunity to review this Supplemental Release for at least forty-five (45) days prior to signing it if she chooses to do so, provided, however, that Belzer is not required to, but may voluntarily, sign this Supplemental Release prior to the expiration of such forty-five (45) day period.

7.    Each Party also acknowledges and agrees that Belzer may revoke this Supplemental Release at any time prior to the expiration of the seventh (7) calendar day following execution of this Supplemental Release. This Supplemental Release shall not become effective and enforceable until the revocation period has expired.

Belzer understands that any revocation, to be effective, must be in writing and delivered or mailed to Michael R. Matacunas, CEO, SPAR Group, Inc., 1910 Opdyke Court, Auburn Hills, Michigan 48326 (Ph: 678.343.1175), mmatacunas@sparinc.com before 5:00 pm (EST) by or on the 7th day. If Belzer revokes this Supplemental Release, she will not receive the Severance Amount or any other payment of benefits due upon a Severance Termination as further detailed in the COCSA or otherwise.

8.    (a) Belzer specifically represents that she has not assigned, transferred or purported to assign or transfer to any third party any claim, known or unknown, against Released Parties, or any portion of or interest in such claim, nor will he do so in the future.

(b) SGRP, on behalf of the Released Parties, specifically represents that none of them have assigned, transferred or purported to assign or transfer to any third party any claim, known or unknown, against Belzer, or any portion of or interest in such claim, nor will any of them do so in the future.

9.    Each Party agrees that nothing contained in this Supplemental Release and no action taken by such Party shall be construed as an admission of any liability or wrongdoing by any Party, any Released Party, or any other released persons.

10.    This Supplemental Release represents the entire agreement between Released Parties and Belzer, and there are no other agreements or understandings, oral or written, between the Parties concerning the subject matter of this Supplemental Release, in each case except for the COCSA, Departure Agreement, and the Existing Confidentiality Agreement (as such term is defined in the COCSA). The Departure Agreement shall continue in full force and effect, shall not be affected by this Agreement, and is hereby specifically incorporated into and made part of this Agreement. In the event of any conflict or inconsistency between this Agreement and the Departure Agreement, the terms of the Departure Agreement shall control. Belzer further acknowledges no promises or representations have been made or relied upon regarding the subject matter contained in this Supplemental Release apart from those expressly set forth in this Supplemental Release.

11.    Each Party agrees that, in the event that any provision or statement in this Supplemental Release is held invalid by a court of competent jurisdiction, the remaining provisions of this Supplemental Release shall remain intact. Upon a finding by a court, administrative agency or other tribunal of competent jurisdiction that any release, waiver or covenant contained in this Supplemental Release is void, illegal or unenforceable, each Party agrees promptly to execute a release, waiver or covenant that is legal and enforceable and no more expansive or restrictive than this Supplemental Release or the Departure Agreement.

12.    Michigan law and applicable federal law shall govern the enforceability and construction of this Supplemental Release.

THIS IS A SUPPLEMENTAL RELEASE PURSUANT TO THE

CHANGE OF CONTROL SEVERANCE AGREEMENT

** READ BEFORE SIGNING **

Each Party signs below to certify her or its agreement to and understanding of the terms set forth in this Supplemental Release.

OWBPA/ADEA DISCLOSURES

SPAR Group, Inc. (hereinafter sometimes referred to as “Employer”) is providing the following information to Kori Belzer (“Employee”) in accordance with Section 7(f)(1)(H) of the Older Workers Benefit Protection Act:

1.    Decisional Unit. The decisional unit for the Group Termination Program is the Chief Operating Officer and the Chief Commercial Officer.

2.    Eligibility Factors. Employer selected all employees in the Decisional Unit to participate in the Group Termination Program.

None