Exhibit
10.23


 


PRIVATE
& CONFIDENTIAL


 


LEGALLY
BINDING TERM SHEET ON SHARE EXCHANGE TRANSACTION AMONG


DSS
SECURITY SYSTEMS INC., DSS BIOHEALTH SECURITY INC., GLOBAL BIOMEDICAL PTE LTD AND IMPACT BIOMEDICAL INC.


 


This
term sheet sets out the legally binding terms for transactions among the Parties as defined hereunder (“Term Sheet”).


 


	PARTIES	 	1)	Document
    Security Systems, Inc., a New York corporation, having its office at 200 Canal View Blvd, Suite 300, Rochester, NY 14623.
    (hereinafter referred to as “DSS”)
	 	 	 	 
	 	 	2)	DSS
    BioHealth Security Inc., a Delaware corporation, having its office at 200 Canal View Blvd, Suite 300, Rochester, NY 14623.
    (hereinafter referred to as “DBHS”)
	 	 	 	 
	 	 	3)	Global
    BioMedical Pte Ltd, a Singapore corporation, company no. 201707501G having its office at 7 Temasek Boulevard #29-01B, Suntec
    Tower One, Singapore 038987. (hereinafter referred to as “GBM”)
	 	 	 	 
	 	 	4)	Impact
    BioMedical Inc., a Nevada corporation, having its office at 4800 Montgomery Lane Suite 210 Bethesda, MD 20814. (hereinafter
    referred to as “IMPACT”)
	 	 	 	 
	 	 	(DSS,
    DBHS and GBM, and IMPACT shall each be known as a “Party”, and collectively the “Parties”.)
	 	 	 
	TRANSACTION
    OVERVIEW	 	GBM
	 	 	 	 
	 	 	Owns
    100% of Impact Biomedical Inc. (“IMPACT”) Purchase Price: USD 50,000,000
	 	 	 	 
	 	 	Proposed
    Share Exchange Transaction (“Share Exchange”) Between DSS and IMPACT
	 	 	 	 
	 	 	In
    consideration of 100% of Impact, i.e. USD 50,000,000 (the “Consideration”, DSS will issue a combination
    of shares and perpetual convertible bond (PCB) as follows: 
	 	 	 	 
	 	 	-	USD
    3,132,000
	 	 	 	 
	 	 	 	By
    way of issuing 14,500,000 shares at a price of USD 0.216 per share to GBM
	 	 	 	 
	 	 	-	Balance
    of USD 46,868,000
	 	 	 	 
	 	 	 	By
    way of PCB at 0% coupon rate per annum.


 




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	 	 	Perpetual
    Convertible Bond
	 	 	 	 
	 	 	-	0
    % Coupon Rate
	 	 	 	 
	 	 	-	Conversion
    rate is at USD 0.216 per share
	 	 	 	 
	 	 	-	GBM
    has right to convert the balance amount in PCB into DSS shares in full or partially, by giving 3 days written notice (at conversion
    rate of USD 0.216 in PCB to 1 DSS share)
	 	 	 	 
	 	 	-	DSS
    has right to require GBM to convert the balance amount in PCB into DSS Shares in full or partially with 3 days written notice
    (at conversion rate of USD 0.216 in PCB to 1 DSS Share)
	 	 	 	 
	 	 	The
    100% of IMPACT will be held under DBHS after the Share Exchange. 
	 	 	 	 
	BLOCKER	 	It
    is agreed by Parties that GBM will not convert the PCB into DSS Shares to the extent where at any one point in time, GBM owns
    more than 19.9% of DSS. 
	 	 	 
	VALUATION	 	DSS
    will appoint Destum Partners (an independent third-party professional valuation firm) to conduct an updated valuation report
    for IMPACT.
	 	 	 
	 	 	The
    Parties agree that should the updated valuation report of IMPACT be higher than the agreed transaction value, GBM agrees to
    not increase the Consideration amount for IMPACT in the Share Exchange.
	 	 	 
	 	 	The
    Parties further agree that should the updated valuation report of IMPACT be lower than the agreed transaction value, GBM agrees
    to lower the Consideration amount for IMPACT accordingly and offer the same 87.16% discount given to DSS for the Share Exchange.


 




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	INITIAL
    PUBLIC OFFERING	 	It
    is the intention of IMPACT to pursue a public offering either on the New York Stock Exchange (NYSE) or Nasdaq, after the Share
    Exchange transaction.
	 	 	 
	DIVIDEND
    OF IMPACT SHARES	 	Upon
        the completion of the transaction, DBHS, which is a 100% owned subsidiary of DSS, will own 100% of IMPACT.

         

        It
        is the intention of DBHS, upon the completion of the Share Exchange, to offer bonus of IMPACT shares to the shareholders
        of DSS (excluding the controlling shareholders of DSS and the chairman’s group of companies). The proposed bonus
        being, for every one (1) DSS share held, the shareholder will be entitled to a bonus of two (2) shares of IMPACT as determined
        at the record date of the filing. (“Bonus Shares”). (“Bonus Shares”)

	 	 	 
	RIGHT
    TO APPOINT THE BOARD OF DIRECTORS OF IMPACT	 	DSS
    shall have the right to appoint the board of IMPACT.
	 	 	 
	REPRESENTATION
    AND WARRANTIES	 	The
        Parties hereby represent and warrant that they have on behalf of their respective companies, the full legal rights and
        capacities to enter into this Term Sheet and to perform their respective obligations and that they are not in violation
        of any laws or any courts.

         

        The
        Parties acknowledge that there may be fluctuations in the Share Price of DSS prior to the signing of this Term Sheet.

	 	 	 
	COUNTERPARTS	 	This
    Term Sheet and any amendments, if any, may be executed in counterparts (including by facsimile), each of which shall be an
    original with the same effect as if the signatures thereto and hereto were part of the same instrument and shall become effective
    when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other
    Parties.


 




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	CONFIDENTIALITY	 	Save
    for any disclosure, filing or report made to any government agency, regulatory body or exchange (including but not limited
    to the NYSE and SGX-ST), or disclosures made to accountants, advisors, legal counsel or consultants, each Party shall keep
    strictly confidential the negotiations relating to this transaction, the existence of this transaction and the contents of
    this Term Sheet and shall not disclose the name to any other person with the prior written consent of the other Parties.
	 	 	 
	BINDING
    EFFECT	 	This
    Term Sheet shall be legally binding and shall also be legally enforceable in accordance with its terms in any court of competent
    jurisdiction.
	 	 	 
	DEFINITIVE
    AGREEMENT	 	The
        Parties, if mutually agreeable and as soon as practicable and in any event, no later than three (3) months from date of
        signing of this Term Sheet, strive to obtain their respective directors and shareholders’ approvals; and relevant
        stock exchanges in which they are listed with, if required.

         

        The
        Parties may elect not to enter into a Definitive Agreement, in which event, the terms and conditions in this Term Sheet
        shall prevail and have full effects as if a definitive agreement has been entered into.

	 	 	 
	COMPLETION	 	Completion
    shall take place within three (3) months from the date of signing of this Term Sheet and subject to both DSS and GBM having
    obtained approvals from their respective shareholders and relevant stock exchanges in which they are listed with, if required
    for the transactions contemplated herein.
	 	 	 
	COSTS
    AND EXPENSES	 	Each
    Party shall be responsible for its respective costs and expenses in relation to the preparation of this Term Sheet and Definitive
    Agreement, if any.
	 	 	 
	GOVERNING
    LAW AND DISPUTE RESOLUTION	 	This
    Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such
    state’s choice of law provisions which would require the application of the law of any other jurisdiction.


 




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Dated:


 


March
12, 2020


 


We
hereby accept the above terms and conditions.


 


	SIGNED
    BY:	 	SIGNED
    BY:
	 	 	 
	/s/
    Frank Heuszel	 	/s/
    Chan Heng Fai Ambrose
	Name:	FRANK
    HEUSZEL	 	Name:	CHAN
    HENG FAI AMBROSE
	Title:
    	Chief
    Executive Officer 	 	Title:	Chief
    Executive Officer 
	 	For
    and on behalf of DSS Securities Inc.	 	 	For
    and on behalf of Global BioMedical Pte Ltd
	 	 	 	 	 
	/s/
    Frank Heuszel	 	/s/
    Chan Heng Fai Ambrose
	Name:	FRANK
    HEUSZEL	 	Name:	CHAN
    HENG FAI AMBROSE
	Title:
    	Chief
    Executive Officer 	 	Title:	Chief
    Executive Officer
	 	For
    and on behalf of DSS BioHealth Security Inc.	 	 	For
    and on behalf of Impact Biomedical Inc.


 




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