Stipulation of Dismissal respecting C.A. No. 2018-0687-MTZ (Robert G. Brown versus Lorrence T. Kellar, Christiaan M. Olivier, Arthur B. Drogue, Jack W. Partridge, and R. Eric McCarthey), as filed with the Court of Chancery of the State of Delaware on January 18, 2018 (as )

Exhibit 10.3

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

STIPULATION AND [PROPOSED] ORDER OF DISMISSAL

WHEREAS, on September 18, 2018, Robert G. Brown (“Plaintiff”) filed a Verified Complaint in this action pursuant to 8 Del. C. § 225 seeking, among other things, a declaration that Lorrence T. Kellar was validly removed as a director of SPAR Group, Inc. (“SGRP” or the “Company”) and Jeffrey Mayer was validly elected as a director of the Company;

WHEREAS, since the filing of the action, the Board of SGRP, including Defendants, have accepted the resignation of Mr. Kellar as a director, acknowledged that Mr. Mayer was validly elected as a director and adopted, approved and authorized the resolutions in support thereof;

WHEREAS, each of the directors has tendered to SGRP certain letters of retirement and resignation, which would be effective as and when, and effective upon, such person failing to be re-elected by the required majority vote at any future meeting of stockholders at which such person is subject to re-election;

WHEREAS, the parties have conferred and agreed to the mutual limited release of certain claims and causes of action asserted in this matter;

WHEREAS, counsel for Plaintiff has been or will be provided with a reasonable opportunity to review and comment on the form of disclosure, to be included in any Form 8-K, press release or other public disclosure filed or issued by SGRP, announcing the settlement, provided, however, that the Company retains full discretion regarding the content of any such disclosure;

WHEREAS, the parties hereby respectfully request that the Court vacate the Status Quo Order entered on November 20, 2018 [Tr. Id. No. 62685783] (the “Status Quo Order”);

IT IS HEREBY STIPULATED AND AGREED by and between the parties hereto that:

1.     This action shall be dismissed without prejudice and with each party to bear their own costs and expenses pursuant to Court of Chancery Rule 41(a)(1)(ii).

2.     The Status Quo Order is hereby vacated.

IT IS HEREBY ORDERED that the Status Quo Order is vacated. 

3