Exhibit
10.4


 





[Pursuant to Item 601(a)(5) of Regulation S-K,
schedules and attachments to this exhibit have been omitted. A copy of any omitted schedule or exhibit will be furnished supplementally
to the SEC upon request.]




 


FORM
OF MASTER ASSET PURCHASE AGREEMENT


 


THIS
AGREEMENT is made as of ___________________


 


BETWEEN:


 


STRONG/MDI
SCREEN SYSTEMS, INC., a company existing under the
laws of Québec with an address at 1440 Rue Raoul-Charette, Joliette, QC J6E 8S7


 


(the
“Transferor”)


 


AND:


 


STRONG/MDI
SCREEN SYSTEMS, INC., a company incorporated under
the laws of British Columbia with its registered address at 2300 – 550 Burrard Street, Vancouver, BC V6C 2B5


 


(the
“Company”)


 


CONTEXT:


 


	A.	The
    Transferor manufactures premium projection screens and customized screen support systems, distributes cinema equipment, and provides
    technical support services to the entertainment industry (the “Entertainment Business”).
	 	 
	B.	The
    Company is a wholly owned subsidiary of the Transferor.
	 	 
	C.	Strong
    Global (as defined below), a wholly owned subsidiary of the Transferor, intends to complete an initial public offering of its Class
    A Common Voting shares (“Common Shares”) and list its Common Shares on the New York Stock Exchange
    American (the “IPO”).
	 	 
	D.	In
    connection with the IPO, Strong Global, the Transferor and the Company will enter into certain agreements, including this Agreement,
    pursuant to which, among other matters, effective on the date the IPO completes, the Company will become a wholly-owned subsidiary
    of Strong Global.
	 	 
	E.	The
    Transferor wishes to transfer to the Company, and the Company wishes to acquire, all of the Transferor’s assets that are used
    in connection with the Entertainment Business on the terms and conditions set out in this Agreement.
	 	 
	F.	The
    Transferor and the Company have agreed to make a joint election pursuant to subsection 85(1) of the Tax Act (as defined below) (and
    the equivalent provision under any provincial tax legislation) in the manner set forth herein with the intent that the transfer of
    the Entertainment Business to the Company be effected on a fully tax-deferred rollover basis.


 



    	 



    	-2-



     


THEREFORE,
in consideration of the mutual promises set out in this Agreement and other valuable consideration, the Transferor and the Company
hereby agree with each other as follows:


 


	1.	Definitions
    and Interpretation


 


	1.1	Whenever
    used in this Agreement, all capitalized terms shall have the meaning set forth herein:


 


	 	(a)	“Adjusted
    Elected Amount” has the meaning ascribed to such term in Section 7.3;
	 	 	 
	 	(b)	“Affiliate”
    means an affiliate as that term is defined in the Business Corporations Act (British Columbia);
	 	 	 
	 	(c)	“Agreement”
    means this Master Asset Purchase Agreement, including the Context, all schedules hereto, and all amendments, supplements and restatements
    hereof;
	 	 	 
	 	(d)	“Business
    Day” means any day that is not a Saturday, a Sunday or other day on which Canadian chartered banks are required or authorized
    by Law to be closed in Vancouver, British Columbia;
	 	 	 
	 	(e)	“Canada
    Life Policy” has the meaning ascribed to such term in Section 9.5;
	 	 	 
	 	(f)	“Closing
    Date” means the date on which closing occurs which will be the same date as the effective date of the IPO;
	 	 	 
	 	(g)	“Company”
    has the meaning ascribed to it on the first page of this Agreement;
	 	 	 
	 	(h)	“Company
    Portion of the Bonus” has the meaning ascribed to such term in Section 9.4;
	 	 	 
	 	(i)	“Confidential
    Information” means information that is of value to a Party, and is not generally known in the industry or to competitors
    of a Party, and includes, but is not limited to, business information, specifications, research, software, trade secrets, discoveries,
    ideas, know-how, designs, drawings, flow chart, data, computer programs, marketing plans, budget figures, and other financial and
    business information, or any such information of clients, parents affiliates, subsidiaries or agents of a party, which is disclosed
    by such party (“Disclosing Party”) whether directly in oral or material form to the other party (“Receiving Party”),
    or indirectly, by permitting the Receiving Party to observe the conduct of the Disclosing Party’s various operations or processes,
    but shall not include information that: a) is or becomes publicly available without a breach of this Agreement; or b) is already
    known to the Receiving Party at the time of its disclosure by the Disclosing Party, and is not subject to confidentiality restrictions
    imposed by the Disclosing Party; or c) following its disclosure to the Receiving Party, is received by the Receiving Party from a
    third party without obligation of confidence to the Disclosing Party; or d) is independently developed by the Receiving Party without
    reference to or use of the Disclosing Party’s Confidential Information; or e) the Disclosing Party has given its prior written
    approval to disclose;
	 	 	 
	 	(j)	“Consideration
    Shares” has the meaning ascribed to such term in Section 5.1;


 



    	 



    	-3-



     


	 	(k)	“Effective
    Time” has the meaning ascribed to such term in Section 2.1;
	 	 	 
	 	(l)	“Elected
    Amount” has the meaning ascribed to such term in Section 7.2;
	 	 	 
	 	(m)	“Entertainment
    Business” has the meaning ascribed to such term in Recital A;
	 	 	 
	 	(n)	“ETA”
    means the Excise Tax Act (Canada);
	 	 	 
	 	(o)	“Excluded
    Assets” has the meaning ascribed to such term in Section 2.1;
	 	 	 
	 	(p)	“Governmental
    Authority” means:


 


	 	(i)	any
    federal, provincial, state, local, municipal, regional, territorial, aboriginal, or other government, governmental or public department,
    branch, ministry, or court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority
    and any subdivision of any of them exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative,
    legislative, regulatory, or taxing authority or power of any nature; and
	 	 	 
	 	(ii)	any
    quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of
    them, and any subdivision of any of them;


 


	 	(q)	“Group
    RRSP” has the meaning ascribed to such term in Section 9.6;
	 	 	 
	 	(r)	“GST/HST”
    means Goods and Services Tax (“GST”)/Harmonized Sales Tax (“HST”) levied under the ETA;
	 	 	 
	 	(s)	“Intellectual
    Property” means all intellectual property and proprietary rights of every kind and description throughout the world, including
    all Canadian and foreign:


 


	 	(i)	patents
    (including utility, utility model, design patents, and certificates of invention) and patent applications (including additions, provisional,
    national, regional and international applications, as well as original, continuation, continuation-in-part, divisional, continued
    prosecution applications, requests for continued examination, re-examinations, continuations and continuations-in-part thereof;
	 	 	 
	 	(ii)	trademarks,
    service marks, names, corporate names, trade names, domain names, logos, slogans, trade dress, design rights, and other similar designations
    of source or origin, together with the goodwill symbolized by any of the foregoing;
	 	 	 
	 	(iii)	copyrights
    and copyrightable subject-matter;
	 	 	 
	 	(iv)	computer
    programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, technology supporting
    the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing;


 



    	 



    	-4-



     


	 	(v)	trade
    secrets and all other confidential information, ideas, know-how, discoveries, inventions, proprietary processes, formulae, models,
    and methodologies;
	 	 	 
	 	(vi)	rights
    of publicity, privacy, rights to personal information;
	 	 	 
	 	(vii)	moral
    rights and rights of attribution and integrity;
	 	 	 
	 	(viii)	social
    media addresses and accounts and usernames, account names and identifiers (whether textual, graphic, pictorial or otherwise), and
    sub-domain names and personal URL’s used or acquired in connection with a third-party website;
	 	 	 
	 	(ix)	all
    rights in the foregoing and in other similar intangible assets;
	 	 	 
	 	(x)	all
    applications and registrations, and any renewals, extensions and reversions, for the foregoing; and
	 	 	 
	 	(xi)	together
    with each of the foregoing, all claims for damages by reason of past infringement thereof, with the right to sue for, and collect
    the same;


 


	 	(t)	“Law”
    or “Laws” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules,
    principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory
    judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and the terms and conditions
    of any grant of approval, permission, authority or licence of any Governmental Authority;
	 	 	 
	 	(u)	“Liability”
    or “Liabilities” means any and all indebtedness, liabilities, costs, expenses, interest, and obligations, whether
    accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, reserved or unreserved, or determined or determinable,
    including those arising under any Law, action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation,
    determination or award entered by or with any Governmental Authority and those arising under any Contract or any fines, damages or
    equitable relief which may be imposed and including all costs and expenses related thereto;
	 	 	 
	 	(v)	“Personal
    Information” means information about an individual who can be identified by the person who holds that information;
	 	 	 
	 	(w)	“Purchase
    Price” has the meaning ascribed to such term in Section 4.1;
	 	 	 
	 	(x)	“QST”
    means the Québec sales tax imposed under the QSTA;
	 	 	 
	 	(y)	“QSTA”
    means An Act respecting the Québec sales tax (Quebec);
	 	 	 
	 	(z)	“Representatives”
    means the advisors, agents, consultants, directors, officers, management, employees, subcontractors, and other representatives, including
    accountants, auditors, financial advisors, lenders, and lawyers of the Transferor or the Company, as applicable;


 



    	 



    	-5-



     


	 	(aa)	“Secondary
    Information” has the meaning ascribed to such term in Section 11.4;
	 	 	 
	 	(bb)	“Strong
    Global” mean Strong Global Entertainment Inc., a company incorporated under the Laws of British Columbia;
	 	 	 
	 	(cc)	“Tax
    Act” means the Income Tax Act (Canada);
	 	 	 
	 	(dd)	“Transferor”
    has the meaning ascribed to it on the first page of this Agreement;
	 	 	 
	 	(ee)	“Transferred
    Assets” has the meaning ascribed to such term in Section 2.1; and
	 	 	 
	 	(ff)	“Transferred
    Workforce” has the meaning ascribed to such term in Section 9.1.



 


	1.2	Schedules


 


The
following Schedules are incorporated by reference into and form part of this Agreement:


 


	Schedule
    “A”	-	Transferred
    Assets
	 	 	 
	Schedule
    “B” 	-	Excluded
    Assets
	 	 	 
	‎Schedule
    “C” 	-	Allocation
    of Purchase Price
	 	 	 
	Exhibit
    “2.3” 	-	Form
    of Assignment Agreement
	 	 	 
	Exhibit
    “10.1” 	 	Form
    of Joliette Plant Lease


 


	1.3	Headings


 


The
division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement. The Article and Section headings in this Agreement are not intended to be
full or precise descriptions of the text to which they refer and shall not be considered part of this Agreement.


 


	1.4	Gender
    and Number


 


Words
expressed in the singular include the plural and vice-versa and words in one gender include all genders.


 


	1.5	Currency


 


Unless
otherwise indicated, all dollar amounts referred to in this Agreement are in Canadian funds.


 


	1.6	Statutory
    References


 


Any
reference to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto,
with all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect
of supplementing or superseding or re-enacting the statute so referred to or the regulations made pursuant thereto.


 



    	 



    	-6-



     


	1.7	Day
    Not a Business Day


 


In
the event that any day on or before which any action is required to be taken hereunder after the Closing Date is not a Business Day,
then such action will be required to be taken on or before the requisite time on the next succeeding Business Day.


 


	1.8	Construction


 


The
words “including” and “includes” where used in this Agreement shall be deemed to mean “including, without
limitation” and “includes, without limitation,” respectively.


 


	2.	Transfer
    of Entertainment Business


 


	2.1	The
                                            Transferor hereby transfers and assigns to the Company, as a going concern, all of the Transferor’s
                                            property and assets, including for greater certainty its Intellectual Property, real and
                                            personal and movable and immovable, wherever located, that relate to, or are used or held
                                            for use in, the Entertainment Business, including, but not limited to, those assets set out
                                            in Schedule A (collectively, the “Transferred Assets”), but excluding
                                            the property and assets set out in Schedule B, being property and assets not used
                                            in the Entertainment Business (collectively, the “Excluded Assets”), such
                                            transfer to be effective as of the beginning of the day (the “Effective Time”)
                                            on the Closing Date on the terms and conditions set out in this Agreement, free and clear
                                            of any lien, charge, and encumbrance of any nature or kind whatever.



 


	2.2	The
    transfer referred to in Section 2.1 will be effective at the Effective Time on the Closing Date and the Company will, immediately
    thereupon, be the beneficial owner of the Transferred Assets.


 


	2.3	The
    Transferor will deliver any documents or instructions reasonably required, including an executed assignment agreement in the form
    attached to this Agreement as Exhibit 2.3 or other executed agreement(s) in form and substance acceptable to Company, all with a
    view to effecting the transfer of the Transferred Assets to the Company effective as of the Effective Time on the Closing Date.


 


	2.4	Regardless
    of the date of registration of the transfer of title to any of the Transferred Assets the Company will be entitled to all income
    derived from the Transferred Assets and all proceeds in respect of the Transferred Assets effective as of the Effective Time on the
    Closing Date, and the Transferor will pay and set over to the Company all such income, proceeds, or other amounts, whether received
    by the Transferor or credited to the account of the Transferor. Pending the date of registration of the transfer of title to any
    of the Transferred Assets to the Company or any permits or consents required to carry on the Entertainment Business being obtained
    by the Company, the Transferor will, effective as of the Effective Time on the Closing Date, hold registered title in and to such
    Transferred Assets, and carry on the Entertainment Business, as required, as nominee, agent, and bare trustee for and on behalf of,
    and as directed by, the Company.
	 	 
	2.5	The
    transactions contemplated by this Agreement are conditional on the IPO being completed and becoming effective not later than December
    31, 2022.





 



    	 



    	-7-



    


 


	3.	Assumption
    of Obligations and Excluded Liabilities


 


Effective
as of the Effective Time on the Closing Date, as an inherent part of acquiring the Transferred Assets, the Company will be responsible
for all Liabilities and obligations arising out of or related to the Company’s ownership or operation of the Transferred Assets
and the Entertainment Business after the Effective Time on the Closing Date, but not any other Liabilities or obligations of the Transferor.
For greater certainty, the Company will have no obligation and will not assume, and the Transferor will retain and timely pay, perform,
defend and discharge, (i) all of the Transferor’s Liabilities that do not constitute Transferred Assets or the Liabilities, and
(ii) any obligations not expressly assumed in this Section 3, whether disclosed or undisclosed, known or unknown, direct or indirect,
absolute or contingent, secured or unsecured, liquidated or unliquidated, accrued or otherwise, including no assumption of:


 



	 	(a)	any
    Liabilities in respect of any existing, pending or threatened action or litigation arising out of, relating to, or otherwise in respect
    of, the operation of the Business or the Transferred Assets, to the extent such action relates to the operation of the Business or
    the Transferred Assets on or prior to the Closing Date;
	 	 	 
	 	(b)	any
    product Liability or similar claim for injury to a person or property which arises out of, or is based upon, any express or implied
    representation, warranty, agreement or guarantee made by the Transferor or an Affiliate of the Transferor, or by reason of the improper
    performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards
    or other related product defects, of any products at any time manufactured, distributed and/or sold or any service performed by the
    Transferor or an Affiliate of the Transferor, to the extent that such Liability relates to the distribution and/or sale of any product
    or the performance of any services, on or prior to the Closing Date; and
	 	 	 
	 	(c)	any
    recall, design defect, or similar claims of any products manufactured distributed or sold, or any service performed by, the Transferor
    or an Affiliate of the Transferor, to the extent such claims relate to any product manufactured, distributed and/or sold or the performance
    of any services, on or prior to the Closing Date.


 


	3.2	For
    greater certainty, the Transferor will indemnify and hold harmless the Company from and against all loss, costs, and/or damages that
    the Company may suffer arising from or in connection with any non-compliance and/or violation of environmental Laws and/or regulations
    applicable to the Entertainment Business relating to a period in time which is on or prior to the Closing.


 


	4.	Purchase
    Price of Transferred Assets


 


	4.1	The
    total purchase price for the Transferred Assets (the “Purchase Price”) is equal to the fair market value of the
    Transferred Assets as of the Closing Date, which, subject to Section 6.1, the Transferor and the Company have estimated to be the
    amount set out as the total Purchase Price in Schedule C.
	 	 
	4.2	The
                                            Purchase Price will be allocated among the assets purchased under this Agreement in accordance
                                            with their respective fair market values as recorded by the Transferor and the Company in
                                            Schedule C before or after the date of this Agreement. The Transferor and the Company
                                            will cooperate in preparing, completing, and filing any elections under the Tax Act and other
                                            taxation statutes that are necessary or desirable to give effect to this allocation for tax
                                            purposes.



 



    	 



    	-8-



     


	5.	Satisfaction
    of Purchase Price of Transferred Assets


 


	5.1	As
    full consideration for the transfer of the Transferred Assets to the Company pursuant to this Agreement, and in full satisfaction
    of the Purchase Price, the Company hereby:



 


	 	(a)	allots,
    and will issue to the Transferor on the Closing Date, 9,999 Common shares without par value in the Company (the “Consideration
    Shares”); and 
	 	 	 
	 	(b)	agrees
    to assume, pay when due, perform, and discharge the Liabilities and obligations of the Transferor in connection with the accounts
    payable, owing, or accruing due in connection with the Entertainment Business subject, for greater certainty, to the limitations
    on Liabilities and obligations set out in Section 3.



 


	5.2	The
    Company will allot and issue to the Transferor the Consideration Shares as fully paid and non-assessable shares in the Company and
    will cause one or more share certificates representing the Consideration Shares to be issued in the name of the Transferor as soon
    as practicable on or after the Closing Date in accordance with the Business Corporations Act (British Columbia).
	 	 
	5.3	The
    aggregate issue price for the Consideration Shares will be equal to the fair market value of the Transferred Assets before the transfer
    pursuant to this Agreement less the amount of the Liabilities and obligations assumed by the Company pursuant to Section 5.1(b).
	 	 
	5.4	The
    Company will add to its capital in respect of the Consideration Shares an amount equal to the Elected Amount, as described in Section
    7.2, plus the fair market value of any property and assets for which an election under subsection 85(1) of the Tax Act (and the equivalent
    provision under any provincial tax legislation) is not made pursuant to this Agreement, less the amount of the Liabilities and obligations
    assumed by the Company pursuant to Section 5.1(b).


 


	6.	Value
    of Transferred Assets


 


	6.1	Notwithstanding
    any provision in this Agreement to the contrary, the intention of the parties is that the Purchase Price and the aggregate fair market
    value of the Consideration Shares be equal to the fair market value of the Transferred Assets at the Closing Date. If the Company
    or the Transferor determines that the actual fair market value of the Transferred Assets as at the Closing Date may be greater or
    less than the fair market value of the consideration to be given therefor by the Company (whether such determination is based on
    an appraisal, advice from an accountant, the determination of a court of competent jurisdiction, a determination, assessment, or
    proposed assessment by a competent taxing authority, or on any other factor or evidence) then:


 


	 	(a)	the
    Transferor and the Company, acting in good faith, will agree upon a re-determination of the actual fair market value of the Transferred
    Assets as at the Closing Date (and if they are unable to agree between themselves on such fair market value, they will jointly appoint
    an arbitrator, appraiser or Canadian chartered accountant to make that determination in the same manner as referred to above); and
	 	 	 
	 	(b)	the
    Company and the Transferor will make the appropriate adjustments, including by adjusting the amount of the Purchase Price and the
    issue price for the Consideration Shares issued by the Company under Section 5.1 or otherwise as the parties see fit, such adjustments
    to be made, and to take effect, retroactively nunc pro tunc to the Closing Date.


 


	7.	Tax
    Election


 


	7.1	The
    Transferor and the Company will, each at the request of the other, jointly elect in the form, and within the time, prescribed pursuant
    to subsection 85(1) of the Tax Act (and the equivalent provision under any provincial tax legislation) in respect of the transfer
    of the Transferred Assets (to the extent the election described in subsection 85(1) of the Tax Act is available in respect of the
    Transferred Assets) to the Company pursuant to this Agreement with the intent that the transfer of the Transferred Assets will be
    on a fully tax-deferred basis to the Transferor.


 



    	 



    	-9-



     


	7.2	The
                                            amounts agreed upon by the Transferor and the Company with respect to each of the property
                                            and assets comprising the Transferred Assets for which an election under subsection 85(1)
                                            of the Tax Act (and the equivalent provision under any provincial tax legislation) will be
                                            made will be set out in the election form referred to in Section 7.1 (collectively referred
                                            to herein as the “Elected Amount”) within the limits allowed in that regard
                                            in the Tax Act.

	 	 
	7.3	If
    it is determined by the parties (whether such determination is based on advice from an accountant, the determination of a court of
    competent jurisdiction, a determination, assessment, or proposed assessment by a competent taxing authority, or on any other factor
    or evidence) that the Elected Amount will not result in the transfer of the Transferred Assets on a fully tax-deferred basis to the
    Transferor, then the Elected Amount will be adjusted to equal such amount (the “Adjusted Elected Amount”) as may
    be agreed to by the parties or, failing such agreement, such amount as may be determined by a court of competent jurisdiction or
    by a competent taxing authority. Any adjustment made pursuant to this Section will be made with retroactive effect as of the Closing
    Date and this Section may be invoked any number of times. The parties will make such further or amended elections, enter into such
    acknowledgments or agreements, and do or cause to be done such further acts and things as may be, in the opinion of counsel, reasonably
    necessary to give effect to this Agreement.


 


	8.	Taxes


 


	8.1	The
    Transferor will pay all taxes relating to the operation of the Entertainment Business that arise before, or are related to a period
    of time before, the Closing Date.
	 	 
	8.2	The
    Transferor and the Company will, each at the request of the other, compete and sign joint elections under subsection 156(2) of the
    ETA and under section 334 of the QSTA on or before the Closing Date to avoid the application of goods and services and harmonized
    sales tax or Québec sales tax to the purchase and sale of the Transferred Assets under this Agreement. The Company will duly
    file the elections as appropriate within the time permitted under the ETA and the QSTA.
	 	 
	8.3	The
    Company will be liable for and will pay all taxes, including all retail sales and commodity taxes, properly payable by the Company
    in connection with the transfer of the Transferred Assets to the Company pursuant to this Agreement.
	 	 
	8.4	The
    Transferor and the Company will execute and file, within the prescribed time limits, a joint election under section 22 of the Tax
    Act and a joint election under section 184 of the Taxation Act (Québec) and any corresponding provisions of any other
    applicable tax Law, and will designate in those joint elections the portion of the Purchase Price allocated to the accounts receivable
    under Section 4 as the consideration paid by the Company to the Transferor for the accounts receivable for the purposes of the elections.
	 	 
	8.5	To
    the extent applicable and if the parties agree, if the Transferor has received any amount in respect of an obligation to deliver
    goods or services, and the Company has agreed to assume that obligation under this Agreement, and Transferred Assets having a fair
    market value equal to that amount are being transferred to the Company under this Agreement as payment by the Transferor for the
    Company’s agreement to assume that obligation, the parties will file an election pursuant to subsections 20(24) and 20(25)
    of the Tax Act, and any corresponding provisions of any other applicable tax Law, within the prescribed time period.


 



    	 



    	-10-



     


	8.6	For
    U.S. federal income tax purposes, to the extent applicable, the parties agree to treat the transactions contemplated herein as a
    tax free contribution under Section 351 of the Internal Revenue Code and will report their tax returns consistent with that position.


 


	9.	Employees


 


	9.1	The
    Company will employ each employee who is employed by the Transferor in connection with the Entertainment Business immediately prior
    to the Effective Time on the Closing Date (collectively, the “Transferred Workforce”) on the same terms and conditions
    that govern the current employment relationship between the Transferor and each particular employee, and for greater certainty, but
    subject to Section 9.2 and 9.3 of this Agreement, will recognize such employee’s original date of hire by the Transferor for
    the purposes, among others, of calculating such employee’s service-based benefits and entitlements, accrued vacation time,
    and accrued vacation pay.
	 	 
	9.2	Any
    amount that becomes payable by the Company to, or in respect of, an employee included in the Transferred Workforce that is attributable
    to or accrued during a period ending before the Effective Time on the Closing Date will be for the sole account of the Transferor.
    The Transferor will promptly reimburse the Company for any such amounts paid by the Company to, or in respect of, such employee.
	 	 
	9.3	Any
    amount that becomes payable to the Company by an employee included in the Transferred Workforce that is attributable to a period
    ending before the Effective Time on the Closing Date will be the property of the Transferor, and if received by the Company, will
    be paid over promptly to the Transferor. The Company will, if the Transferor so requests and at the Transferor’s expense, use
    its reasonable best efforts to obtain and expedite the receipt of any amount payable to which the Transferor is entitled under this
    Section 9.3.
	 	 
	9.4	Any
    amount paid by the Transferor to an employee included in the Transferred Workforce on account of a bonus or similar payment that
    is attributable, in whole or in part, to a period beginning on or after the Effective Time on the Closing Date (i.e., a prepaid bonus
    paid by the Transferor) will be, only as in regard to that part of the amount attributable to the period beginning on or after the
    Effective Time on the Closing Date (the “Company Portion of the Bonus”), for the sole account of the Company.
    The Company will reimburse the Transferor for any such Company Portion of the Bonus paid by the Transferor promptly upon the employee
    meeting all vesting requirements and the amount becoming indefeasibly vested in the employee.
	 	 
	9.5	Effective
    as of the Effective Time, the Transferor will cause Group Policy No 172693 with Canada Life (the “Canada Life Policy”)
    to be transferred to the Transferee, and the Transferee shall assume the Canada Life Policy. From and after the Effective Time, all
    rights and obligations of the Transferor under or in respect of the Canada Life Policy are transferred to, and assumed by, the Transferee.
    Each employee included in the Transferred Workforce who, immediately prior to the Effective Time, has coverage under the Canada Life
    Policy shall continue to have coverage at the Effective Time under the Canada Life Policy on the same terms and conditions as immediately
    prior to the Effective Time.


 



    	 



    	-11-



     


	9.6	Effective
    as of the Effective Time, the Transferor will cause Group Policy No 99238-G with Sun Life Financial (the “Group RRSP”)
    to be transferred to the Transferee, and the Transferee shall assume the Group RRSP. From and after the Effective Time, all rights
    and obligations of the Transferor under or in respect of the Group RRSP are transferred to, and assumed by, the Transferee. Each
    employee included in the Transferred Workforce who, immediately prior to the Effective Time, is a member of the Group RRSP shall
    continue to be a member of the Group RRSP at the Effective Time on the same terms and conditions as immediately prior to the Effective
    Time.


 


	10.	Other
    Covenants


 


	10.1	The
    Transferor and the Company covenant to enter into a long term lease agreement in respect of the property currently owned and occupied
    by the Transferor and located at 1440 Rue Raoul-Charette, Joliette, Québec, J6E 8S7, for a fifteen year term, with the option
    of the Company to renew such lease for five (5) consecutive periods of five (5) years each, save and except for the last period,
    which shall be of five (5) years less one (1) day, such options to renew to be exercisable by the Company upon written notice 12
    months prior to the expiry of the then current term at market rates. Under the lease, the Company shall also have a right of first
    refusal to purchase the property in the event that the Transferor wishes to sell the property to a third party in the future. The
    lease shall be substantially in the form attached hereto as Schedule 10.1.


 


	11.	Confidential
    Information


 


	11.1	The
    Company acknowledges that the Company is receiving the Transferor’s Confidential Information on a confidential basis and the
    Transferor shall remain its exclusive owner of all Intellectual Property therein.
	 	 
	11.2	Until
    the Effective Time on the Closing Date or, if this Agreement is terminated in accordance with Section 14.1, then perpetually, the
    Company will, subject to Section 12.3, keep confidential and not disclose or use, and the Company will not allow any of its Representatives
    to disclose or use, any of the Transferor’s Confidential Information, for any purpose, except as contemplated by this Agreement.
    If this Agreement is terminated, all of the Transferor’s Confidential Information obtained by the Company, including all copies,
    whether in written form or stored electronically, will be returned to the Transferor promptly after that termination. On and after
    the Effective Time on the Closing Date, the Transferor will keep perpetually confidential and not disclose or use, and the Transferor
    will not allow any of its Representatives to disclose or use, any Confidential Information transferred to Company pursuant to Section
    2.1 without the prior written consent of the Company.
	 	 
	11.3	The
    obligation of the Company under Section 12.2 to keep confidential and not disclose or use any Confidential Information does not apply
    to any Confidential Information that the Company is required to disclose by any applicable Law, by any rule or regulation of any
    court or government agency of competent jurisdiction, or pursuant to legal process, provided that the Company provides the Transferor
    with prompt written notice of the requirements to disclose, reasonable assistance in the opposing or limiting of such disclosure,
    and limits such disclosure to that strictly required by such court, government agency or legal process.


 



    	 



    	-12-



     


	11.4	The
    Transferor and the Company acknowledge that the computers and data storage and retrieval systems or network of the Company and, if
    applicable, its Representatives, may automatically back up both Parties’ Confidential Information stored in electronic form.
    The Transferor and the Company agree that to the extent that those back-up procedures automatically create electronic copies of Confidential
    Information (“Secondary Information”), each of the Company and, if applicable, its Representatives, may, despite
    any requirement under this Agreement to return or destroy the Transferor’s Confidential Information, retain Secondary Information
    in its archival storage for the period that it would normally archive electronic data, provided that those data are periodically
    and systematically overwritten or otherwise destroyed. Secondary Information will be subject to the provisions of this Agreement
    until destroyed and may not be accessed by the Company or any of its Representatives during its period of archival storage.


 


	12.	Personal
    Information – Post-Closing


 


Following
the Closing, the Company will:


 


	 	(a)	use
    and disclose the Personal Information transferred to it under the terms of this Agreement solely for the purposes for which that
    Personal Information was collected or permitted to be used or disclosed before the transaction was completed;
	 	 	 
	 	(b)	neither
    use nor disclose any of that Personal Information for any purpose that does not relate directly to the Business; and
	 	 	 
	 	(c)	notify
    the employees, customers, directors, officers, and shareholders whose Personal Information is disclosed that the transactions contemplated
    by this Agreement have taken place.


 


	13.	Representations
    and Warranties


 


	13.1	The
    Transferor represents and warrants to the Company that:


 


	 	(a)	the
    Transferor has full right, power, and authority to enter into this Agreement and to sell, transfer, assign, and convey the Transferred
    Assets to the Company free and clear of all liens, charges, and encumbrances;
	 	 	 
	 	(b)	the
    Transferor has obtained any consent, authorization or approval, if any, that the Transferor is required to obtain from a third party
    under any obligation, contractual or otherwise in connection with the execution, delivery, or performance by the Transferor of this
    Agreement or the completion of any of the transactions contemplated herein;
	 	 	 
	 	(c)	the
    Transferor owns and operates the Entertainment Business and owns, possesses, and has good and marketable title to all of the Transferred
    Assets to be transferred to the Company under this Agreement, free and clear of all liens, charges, and encumbrances (other than
    liens for current taxes not yet due) and, as of the Closing Date, the Transferor will have the absolute and exclusive right to transfer
    the Transferred Assets to the Company as contemplated by this Agreement;
	 	 	 
	 	(d)	the
    Transferor is resident in Canada within the meaning of the Tax Act; and


 



    	 



    	-13-



     


	 	(e)	the
    Transferor is registered under subdivision d of Division V of Part IX of the ETA and under Division I of Chapter VIII the QSTA and
    its registration numbers are XXXX and XXXX, respectively. The Transferor will provide an invoice or other documentation in
    a form requested by the Company to support an input tax credit claim for GST/HST payable under this Agreement and any input tax refund
    claim for QST payable under this Agreement.


 


	13.2	The
    Company represents and warrants to the Transferor that:


 


	 	(a)	the
    Company has full right, power, and authority to enter into this Agreement;


 


	 	(b)	the
    Company has obtained any consent, authorization or approval, if any, that the Company is required to obtain from a third party under
    any obligation, contractual or otherwise in connection with the execution, delivery, or performance by the Company of this Agreement
    or the completion of any of the transactions contemplated herein;
	 	 	 
	 	(c)	the
    Company is a taxable Canadian corporation within the meaning of the Tax Act; and
	 	 	 
	 	(d)	the
    Company is registered under subdivision d of Division V of Part IX of the ETA and under Division I of Chapter VIII the QSTA and its
    registration numbers are XXXX and XXXX, respectively.


 


	13.3	The
    representations and warranties of the Transferor and the Company set out in this Agreement, and all covenants of the Transferor and
    the Company set out in this Agreement will survive the completion of the transfer of the Transferred Assets provided for in this
    Agreement and, notwithstanding such completion, will continue in full force and effect for the benefit of the Company or the Transferor,
    as the case may be, in accordance with the terms thereof.


 


	14.	General
    Contract Provisions


 


	14.1	This
    Agreement may be terminated at any time before the Effective Time by mutual written consent of the Transferor and the Company.
	 	 
	14.2	From
    time to time, the Company and the Transferor will each execute and deliver all such further documents, certificates, deeds, conveyances,
    transfers, assignments, declarations, affidavits, and other documents necessary or desirable to give effect to the full intent of
    this Agreement, including the transfer of the Transferred Assets and the Company’s employment of each employee included in
    the Transferred Workforce.
	 	 
	14.3	This
    Agreement will enure to the benefit of, and be binding upon, the respective successors and permitted assigns of the Transferor and
    the Company.
	 	 
	14.4	Whenever
    the singular or masculine is used in this Agreement, it will be construed as meaning the plural or the feminine or neuter, and vice
    versa, where the context or the parties so require.
	 	 
	14.5	The
    term “Agreement” means the agreement between the Transferor and the Company evidenced by this document, as amended
    from time to time, together with the Schedules.
	 	 
	14.6	This
    Agreement and all matters arising hereunder will be governed by and construed in accordance with the Laws of British Columbia.
	 	 
	14.7	Time
    will be of the essence in this Agreement.
	 	 
	14.8	No
    failure or delay on the part of either party in exercising any right, power or privilege under this Agreement will operate as a waiver
    thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof
    or the exercise of any other right, power or privilege. Except as may be limited herein, either party may, in its sole discretion,
    exercise any and all rights, powers, remedies and recourses available to it under this Agreement or any other remedy available to
    it and such rights, powers, remedies and recourses may be exercised concurrently or individually without the necessity of making
    any election.
	 	 
	14.9	This
    Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which
    taken together constitute one and the same instrument.
	 	 
	14.10	This
    Agreement and each counterpart may be created, executed, signed, retained, or otherwise dealt with in digital or other intangible
    form of any format (including PDF), and may be delivered, transmitted, or otherwise dealt with by any digital or other intangible
    means (including by email, facsimile, or otherwise). Each digital or other intangible form of this Agreement or counterpart, and
    each copy and printout thereof, is hereby declared and agreed to be as valid and effective as a manually signed document.


 


[signature
page follows]


 



    	 



    	 



     


BY
SIGNING BELOW the Transferor and the Company each confirms that this document sets out the agreement reached by them and each of
them acknowledges its intention to be bound by this contract.


 


	 	STRONG/MDI
    SCREEN SYSTEMS, INC. 
	 	(Québec)
	 	 	 
	 	Per:	 
	 	 	Authorized
    Signatory


 


	 	STRONG/MDI
    SCREEN SYSTEMS, INC.
	 	(British
    Columbia)
	 	 	 
	 	Per:	 
	 	 	Authorized
    Signatory 


 



    	 



    	 



     


SCHEDULE
A


 


TRANSFERRED
ASSETS


 


Strong/MDI
Screen Systems, Inc. (Québec) (“Transferor”) property and assets, real and personal and movable and immovable, wherever
located, that relate to, or are used or held for use in, the Entertainment Business:


 





	(i).	Intellectual
    Property and Intangibles
	 	 
	 	Patents
	 	 
	 	[***]
	 	 
	 	Trademarks
	 	 
	 	[***]
	 	 
	 	Software
	 	 
	 	[***]
	 	 
	 	Open
    Source Component(s)
	 	 
	 	[***]
	 	 
	 	Know-How
	 	 
	 	[***]
	 	 
	 	Other
    Intellectual Property
	 	 
	 	[***]
    
	 	 
	(ii).	Permits
    and Licenses 
	 	 
	 	[***]
	 	 
	(iii).	Employee
    Benefit Plans
	 	 
	 	[***]
	 	 
	(iv).	Property,
    Plant and Equipment
	 	 
	 	[***]
	 	 
	(v).	Financing
    Agreements
	 	 
	 	[***]





 






    	 



    	 



     


	(vi).	Sales
    and Marketing Agreements 


 


	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]


 


	(vii).	Government
    Contract 


 


	 	●	[***]


 


	(viii).	Material
    and other Contracts


 


	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]
	 	 	 
	 	●	[***]


 






    	 



    	 



    

 


SCHEDULE
B


 


EXCLUDED
ASSETS


 


The
following are the “Excluded Assets” referred to in the within Agreement:


 





	 	(a)	[***]
	 	 	 
	 	(b)	[***]
	 	 	 
	 	(c)	[***]





 



    	 



    	 



     


EXHIBIT
2.3


 





CONFIRMATORY
OF OWNERSHIP AND OWNERSHIP ASSIGNMENT OF INTELLECTUAL PROPERTY


 


WHEAEAS
STRONG/MDI SCREEN SYSTEMS,
INC., a company existing under the laws of Québec
with an address at 1440 Rue Raoul-Charette, Joliette, QC J6E 8S7 (the Assignor”), is or was the
owner of all right, title and interest in and to certain intellectual property (the “Intellectual Property”) consisting of
and including:


 


a.
inventions or improvements or designs, or other innovations, including trade secrets and confidential information (the “Inventions”),





b.
trademarks, tradenames, domain names, social media handles and/or other indicia of goodwill (the “Trademarks”), and/or 





c.
certain works (the “Works”),





as
summarized in Schedule “A”;



 


AND
WHEREAS, STRONG/MDI SCREEN
SYSTEMS, INC., a company incorporated under the
laws of British Columbia with its registered address at 2300 – 550 Burrard Street, Vancouver, BC V6C 2B5 (the
“Assignee”), has acquired from Assignor the entire right, title and interest in and to the Intellectual Property;


 


NOW
THEREFORE, for sufficient, good, and valuable consideration, the receipt of which is hereby acknowledged, the Assignor confirms that
it has and, for greater certainty, to the full extent that it has not done so previously, it does hereby sell, assign, transfer, and
set over to the Assignee the entire right, title, and interest in and to the Intellectual Property, including:


 


●
the Inventions; 


 


●
the Trademarks, including the goodwill of the business symbolized by the Trademarks;


 


●
the Works, including all portions of the Works, all literary, dramatic, musical and/or artistic works embodied in the Works and all portions
of the Works, and all copyright in the Works and all portions of the Works and any tangible copies of the Works;


 


●
all patent, design, trademark, copyright, utility model, petty patent or other applications for registration of intellectual property
rights that may be filed for the Inventions, the Trademarks or the Works (the “Applications”), including the applications
listed in Schedule “A”;


 


●
all national phase applications arising from the Applications;


 


●
all continuations, divisions, renewals of, or substitutes for the Applications;


 


●
the right to file counterparts to the Applications in all countries and regions; 


 


●the
right to claim priority from the Applications in all countries and regions;


 


●
each and every additional application that claims any part of the Inventions;


 


●
each and every additional application that is in any way based on or claims priority from or corresponds to the Applications;


 


●
all patents, design registrations, copyright registrations, trademark registrations, or registrations of other recognized form of intellectual
property, including utility models, petty patents, or innovation patents, which may be granted on or as a result thereof (the “IP
Registrations”), including the registrations listed in Schedule “A”; 


 


●
any reissue or reissues of any Applications for patents; and 


 


●
all causes of action and rights to bring suit for past, present, and future infringement of rights in the Inventions, the Trademarks
and the Works, including the Applications and the IP Registrations, and all claims for and rights to collect damages, profits, and all
other remedies and relief in respect thereof, including other compensation in respect of pre-grant activities; the same to be owned by
the Assignee, the Assignee’s successors, assigns, nominees, or legal representatives, for the full term or terms of the patents
entirely as the same would have been owned by the Assignor, had this Assignment, sale, and transfer not been made.


 




    	 



    	 



    

 


The
Assignor hereby covenants that at the request of the Assignee, the Assignor will:


 


●
promptly execute any further proper documents that may be required or expedient to give effect to this Assignment in any country or region;
and


 


●
exercise the Assignor’s rights in relation to the inventor(s) of the Inventions or the author(s) of the Works to secure their cooperation
in executing any proper documents that the Assignee may reasonably request for the purpose of securing or enforcing intellectual property
protection for the Inventions or the Works in any countries or regions and/or giving effect to this Assignment.


 


The
Assignor hereby covenants that the Assignor has full right to convey the entire interest herein assigned; and has not executed and will
not execute any agreement to transfer any rights in the Inventions, the Works, the Applications and/or the IP Registrations to anyone
other than the Assignee or that is otherwise in conflict herewith.


 


The
Assignor hereby authorizes and requests any official of any country or countries whose duty it is to issue registered forms of intellectual
property protection to issue to the Assignee, the Assignee’s successors, assigns, nominees, or legal representatives all IP Registrations
based on the Applications in accordance with the terms of this Assignment.


 


The
terms of the Assignment shall enure to the benefit of and be binding upon the parties, their heirs, estates, executors, administrators,
legal representatives, successors and assigns.


 


This
Assignment may be executed in counterparts, each of which will be deemed to be an original and all of which will together constitute
one instrument. Signatures affixed by electronic means or transmitted by electronic means such as facsimile or email will be deemed to
be original signatures and fully binding.


 


EXECUTED
at _______________________________ (place of execution) on ________(date).


 


	 	 	 	STRONG/MDI
    SCREEN SYSTEMS, INC.(the
                                   Assignor)

	Witnessed
    by:	 	 	
	 	 	 	 
	 	 	 	By:	                        
	Printed
    Name:	                 	 	Title:	 






	Date:	 	 	Date:	 


 



    	 



    	 



     


STATEMENT
OF ACCEPTANCE


 


The
foregoing Assignment is hereby accepted by the Assignee. 


 


	 	STRONG/MDI
    SCREEN SYSTEMS, INC. 
	 	(the
    Assignee)
	 	 	 
	 	By:	 
	 	Title:	 
	 	Date:	                         



 










 





Schedule
“A”


 




    	 



    	 



    

 


SCHEDULE
C


 


ALLOCATION
OF PURCHASE PRICE


 





[***]