Exhibit 10.7


 


ASSET
TRANSFER AGREEMENT


 


THIS
AGREEMENT is made as of ___________________


 


BETWEEN:


 


BALLANTYNE
STRONG, INC., company incorporated under the laws of the State of Delaware


 


(the
“Transferor”)


 


AND:


 


STRONG
TECHNICAL SERVICES, INC., a company incorporated under the laws of the State of Nebraska


 


(the
“Company”)


 


CONTEXT:


 


	A.	The
                                            Transferor, through its wholly owned subsidiary Strong MDI Screen Systems, Inc., a company
                                            incorporated under the laws of the Province of Quebec (“Strong/MDI”),
                                            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 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 the Master Asset Purchase Agreement (the “Master Asset Purchase
                                            Agreement”) between Strong/MDI and Strong/MDI Screen Systems, Inc., a company incorporated
                                            under the laws of the Province of British Columbia (the “New Opco”), and
                                            this Agreement and certain other agreements (the “Ancillary Agreements”),
                                            pursuant to which, among other matters, effective on completion of the IPO, the Company will
                                            become a wholly-owned subsidiary of Strong Global (as defined below).



 


	E.	The
                                            Transferor wishes to transfer to the Company, and the Company wishes to acquire, the Transferor’s
                                            assets listed in Schedule A hereto, that are used by Strong/MDI in connection with the Entertainment
                                            Business.



 


	F.	The
                                            parties intend that the transactions contemplated herein shall constitute a transfer of property
                                            in exchange for stock of the Company within the meaning of Section 351(a) of the Internal
                                            Revenue Code of 1986, as amended (the “Code”).



 






    	 



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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	Unless
                                            otherwise defined herein, all capitalized terms used herein shall have the same meanings
                                            as in the Master Asset Purchase Agreement. Whenever used in this Agreement, the following
                                            capitalized terms shall have the meaning set forth herein:



 


		(a)	“Affiliate”
                                            means when used with respect to a specified Person, a Person that, directly or indirectly,
                                            through one or more intermediaries, controls, is controlled by or is under common control
                                            with such specified Person. For the purpose of this definition, “control”
                                            (including, with correlative meanings, “controlled by” and “under
                                            common control with”), when used with respect to any specified Person shall mean
                                            the possession, directly or indirectly, of the power to direct or cause the direction of
                                            the management and policies of such Person, whether through the ownership of voting securities
                                            or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise,
                                            arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed
                                            that, prior to, at and after completion of the Separation, for purposes of this Agreement,
                                            (a) no member of the Strong Entertainment Group shall be deemed to be an Affiliate of any
                                            member of the Ballantyne Group and (b) no member of the Ballantyne Group shall be deemed
                                            to be an Affiliate of any member of the Strong Entertainment Group;



 


		(b)	“Agreement”
                                            means this Asset Transfer Agreement, including the Context, all schedules hereto, and all
                                            amendments, supplements and restatements hereof;



 


		(c)	“Ballantyne
                                            Group” means Transferor and each Person that is a Subsidiary of Transferor (other
                                            than the Company and any other member of the Company Group);



 


		(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)	“Closing
                                            Date” means the date on which closing occurs which will be the same date as the
                                            effective date of the IPO;



 


		(f)	“Company”
                                            has the meaning ascribed to it on the first page of this Agreement;



 


		(g)	“Company
                                            Group” means (a) prior to the Separation, the Company and each Person that will
                                            be a Subsidiary of the Company as of immediately after the Separation, even if, prior to
                                            the Separation, such Person is not a Subsidiary of the Company; and (b) on and after the
                                            Separation, the Company and each Person that is a Subsidiary of the Company;



 


		(h)	“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;



 




    	 



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		(i)	“Consideration
                                            Shares” has the meaning ascribed to such term in Section 6.1;



 


		(j)	“Contract”
                                            means any agreement, contract, subcontract, obligation, binding understanding, note, indenture,
                                            instrument, option, lease, promise, arrangement, release, warranty, license, sublicense,
                                            insurance policy, benefit plan, purchase order or legally binding commitment or undertaking
                                            of any nature (whether written or oral and whether express or implied);



 


		(k)	“Effective
                                            Time” has the meaning ascribed to such term in Section 2.1;



 


		(l)	“Entertainment
                                            Business” has the meaning ascribed to such term in Recital A;



 


		(m)	“Governmental
                                            Entity” means any nation or government, any state, municipality or other political
                                            subdivision thereof and any entity, body, agency, commission, department, board, bureau or
                                            court, whether domestic, foreign, multinational, or supranational exercising executive, legislative,
                                            judicial, regulatory, self-regulatory or administrative functions of or pertaining to government
                                            and any executive official thereof;



 


		(n)	“Group”
                                            means either the Company Group or the Ballantyne Group, as the context requires;



 


		(o)	“Indemnifiable
                                            Loss” and “Indemnifiable Losses” means any and all damages,
                                            losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims,
                                            payments, fines, interest, costs and expenses (including the costs and expenses of any and
                                            all actions and demands, assessments, judgments, settlements and compromises relating thereto
                                            and the costs and expenses of attorneys’, accountants’, consultants’ and
                                            other professionals’ fees and expenses incurred in the investigation or defense thereof
                                            or the enforcement of rights hereunder);



 


		(p)	“Intellectual
                                            Property” means all U.S. and foreign: (i) trademarks, trade dress, service marks,
                                            certification marks, logos, slogans, design rights, names, corporate names, trade names,
                                            Internet domain names, social media accounts and addresses and other similar designations
                                            of source or origin, together with the goodwill symbolized by any of the foregoing (collectively,
                                            “Trademarks”); (ii) patents and patent applications, and any and all related
                                            national or international counterparts thereto, including any divisionals, continuations,
                                            continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (collectively,
                                            “Patents”); (iii) copyrights and copyrightable subject matter, excluding
                                            Know-How; (iv) trade secrets, and all other confidential or proprietary information, know-how,
                                            inventions, processes, formulae, models, and methodologies, excluding Patents (collectively,
                                            “Know-How”); (v) all applications and registrations for the foregoing;
                                            and (vi) all rights and remedies against past, present, and future infringement, misappropriation,
                                            or other violation thereof;



 




    	 



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		(q)	“Law”
                                            means any applicable U.S. or non-U.S. federal, national, supranational, state, provincial,
                                            local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order,
                                            requirement or rule of law (including common law) or other binding directives promulgated,
                                            issued, entered into or taken by any Governmental Entity;



 


		(r)	“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
                                            Entity 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;



 


		(s)	“Person”
                                            means any natural person, firm, individual, corporation, business trust, joint venture, association,
                                            bank, land trust, trust company, company, limited liability company, partnership, or other
                                            organization or entity, whether incorporated or unincorporated, or any Governmental Entity;



 


		(t)	“Party”
                                            or “Parties” means Transfer or the Company, individually or collectively,
                                            as the case may be;



 


		(u)	“Personal
                                            Information” means information about an individual who can be identified by the
                                            person who holds that information;



 


		(v)	“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;



 


		(w)	“Secondary
                                            Information” has the meaning ascribed to such term in Section 9.3;



 


		(x)	“Strong
                                            Global” mean Strong Global Entertainment Inc., a company incorporated under the
                                            laws of British Columbia;



 


		(y)	“Subsidiary”
                                            means with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting
                                            or capital stock of which is, as of the time in question, directly or indirectly owned by
                                            such Person and (ii) any other Person in which such Person, directly or indirectly, owns
                                            fifty percent (50%) or more of the equity or economic interest thereof or has the power to
                                            elect or direct the election of fifty percent (50%) or more of the members of the governing
                                            body of such entity;



 




    	 



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		(z)	“Transferor”
                                            has the meaning ascribed to it on the first page of this Agreement; and



 


		(aa)	“Transferred
                                            Assets” has the meaning ascribed to such term in Section 2.1.



 


	1.2	Schedules



 


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


 


‎Schedule
“A” - Transferred Assets


 


Schedule
“B” - Current Asbestos Claims


 


Exhibit
“2.3” - Form of Intellectual Property Assignment Agreement.


 


	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.


 


	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.


 




    	 



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	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 Assets




 


	2.1	The
                                            Transferor hereby transfers and assigns to the Company, all of its right title and interest
                                            in and to the property and assets set out in Schedule A hereto (collectively, the
                                            “Transferred Assets”), such transfer to be effective as of the opening
                                            of business (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/or encumbrance
                                            of any nature or kind whatever.



 


	2.2	The
                                            transfer referred to in Section 2.1 above 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
                                            Intellectual Property Assignment Agreement in the form attached to this Agreement as Exhibit
                                            2.3, or other executed agreement(s) in form and substance acceptable to the 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.



 


	3.	Assumption of Obligations




 


Effective
as of the Effective Time on the Closing Date, the Company will assume, pay when due, perform, and discharge: all expenses, costs, liabilities
and obligations accruing or due after the Effective Time on the Closing Date under or with respect to the Transferred Assets, but not
any other liabilities or obligations of the Transferor, except as otherwise provided for in this Agreement or specifically agreed to
in writing by the Transferor and the Company.


 


The
Company shall have no obligation and will not assume, and Transferor shall retain and timely pay, perform, defend and discharge, any
of Transferor’s Liabilities that do not constitute Transferred Assets under this Agreement, either disclosed or undisclosed, known
or unknown, direct or indirect, absolute or contingent, secured or unsecured, liquidated or unliquidated, accrued or otherwise, including
but not limited to (i) any Liabilities in respect of any existing, pending or threatened action or litigation arising out of, relating
to or otherwise in respect of the Transferred Assets to the extent such action relates to Transferor’s acts of omissions prior
to the Closing Date, (ii) 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 guaranty made by 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 Transferor, and (iii) any
recall, design defect or similar claims of any products manufactured distributed and/or sold or any service performed by Transferor.


 




    	 



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	4.	Indemnity




 


	4.1	The
                                            Company hereby acknowledges and accepts that the consideration given by the Company to the
                                            Transferor and the other terms and conditions set out in this Agreement take into consideration
                                            certain claims and litigation proceedings which have been made or commenced against the Transferor
                                            (and others) as of the date of this Agreement and are set out in Schedule B (the “Current
                                            Asbestos Claims”).



 


	4.2	The
                                            Company hereby agrees to indemnify, defend, and hold harmless the Transferor from and against
                                            any and all Indemnifiable Losses of the Transferor to the extent based upon, related to,
                                            arising out of or otherwise in connection with the Current Asbestos Claims.



 


	4.3	In
                                            addition, each Party shall indemnify, defend, and hold harmless the other Party from and
                                            against any and all Indemnifiable Losses of such other Party and its Subsidiaries and Affiliates
                                            (each an “Indemnified Party” and together the “Indemnified Parties”),
                                            to the extent based upon, related to, arising out of or otherwise in connection with such
                                            Party’s breach of this Agreement, except to the extent that such Indemnifiable Losses
                                            are based upon, related to, result from or arise out of such Indemnified Party’s (i)
                                            breach of this Agreement, (ii) violation of Laws, or (iii) gross negligence, recklessness
                                            or willful misconduct.



 


	4.4	The
                                            provisions of Section 4.2 and Section 4.3 shall, to the maximum extent permitted
                                            by applicable Law, be the sole and exclusive remedies of the Parties hereto and the Indemnified
                                            Parties, as applicable, for any Indemnifiable Losses, whether arising from statute, principle
                                            of common or civil law, principles of strict liability, tort, contract or otherwise under
                                            this Agreement.



 


	5. 	Taxes




 


	5.1	The
                                            Transferor will pay all taxes relating to the Transferred Assets that arise before, or are
                                            related to a period of time before, the Closing Date. The Company will pay all taxes relating
                                            to the Transferred Assets that arise after the Closing Date. In the case of taxes that are
                                            payable with respect to a taxable period that begins prior to the Closing Date and ends after
                                            the Closing Date (a “Straddle Period”), the portion of any such taxes that shall
                                            be allocated to the Transferor shall be: (a) in the case of taxes (i) based upon, or related
                                            to income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with
                                            the sale, transfer or assignment of property or (iii) required to be withheld, the amount
                                            of taxes which would be payable if the taxable year ended on the closing Date; and (b) in
                                            the case of other taxes, the amount of such taxes for the entire period multiplied by a fraction,
                                            the numerator of which is the number of days in the period ending on the Closing Date and
                                            the denominator of which is the number of days in the entire period. All taxes with respect
                                            to a Straddle Period that are not allocated to the Transferor pursuant shall be allocated
                                            to the Company.



 




    	 



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	5.2	The
                                            Company will be liable for and will pay, when due, all transfer, documentary, sales, use,
                                            stamp, registration, value added and other such taxes and fees (including any penalties and
                                            interest) incurred in connection with the transfer of the Transferred Assets to the Company
                                            pursuant to this Agreement.



 


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



 


	6. 	Confidential Information



 


	6.1	Until
                                            the Closing Date or, if this Agreement is terminated in accordance with Section 11.1, then
                                            perpetually, the Company will, subject to Section 9.2 hereof, keep confidential and not disclose
                                            or use, and the Company will not allow any of its Representatives to disclose or use, any
                                            Confidential Information, for any purpose, except as contemplated by this Agreement. If this
                                            Agreement is terminated, all Confidential Information obtained by the Company in connection
                                            with this Agreement, including all copies, whether in written form or stored electronically,
                                            will be returned to the Transferor promptly after that termination.



 


	6.2	The
                                            obligation of the Company under Section 9.1 above, to keep confidential and not disclose
                                            or use any Confidential Information, does not apply to information that:



 


		(a)	is
                                            generally available to or known by the public, other than as a result of improper disclosure
                                            by the Company or any of its Representatives;



 


		(b)	was
                                            available to the Company on a non-confidential basis before its disclosure by the Transferor
                                            or any Representative of the Transferor;



 


		(c)	is
                                            or was obtained by the Company from a source other than the Transferor or any Representative
                                            of the Transferor, if that source is not bound by a confidentiality agreement with the Transferor;
                                            or



 


		(d)	the
                                            Company or any Representative of the Company is required by law to disclose.



 


	6.3	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 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 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.



 




    	 



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	7. 	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.



 


	8. 	Representations
and Warranties



 





	8.1	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 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;



 


	8.2	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;



 


	8.3	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.



 




    	 



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	9. 	General
Contract Provisions




 


	9.1	This
                                            Agreement may be terminated at any time before the Effective Time by mutual written consent
                                            of the Transferor and the Company.



 


	9.2	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.



 


	9.3	This
                                            Agreement will enure to the benefit of, and be binding upon, the respective successors and
                                            permitted assigns of the Transferor and the Company.



 


	9.4	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.



 


	9.5	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.



 


	9.6	This
                                            Agreement, including the schedules, and the Master Asset Purchase Agreement and the Ancillary
                                            Agreements shall constitute the entire agreement between the Parties with respect to the
                                            subject matter hereof and shall supersede all previous negotiations, commitments, course
                                            of dealings and writings with respect to such subject matter. In the event of any inconsistency
                                            between this Agreement and any schedule hereto, the schedule shall prevail.



 


	9.7	No
                                            amendment or other modification of this Agreement or any schedule hereto shall be effective
                                            unless in a writing signed and delivered by both Parties hereto. Any consent or waiver required
                                            or permitted to be given by any Party to the other Party under this Agreement shall be in
                                            writing and signed by the Party giving such consent or waiver and shall be effective only
                                            against such Party (and its Group).



 


	9.8	This
                                            Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party
                                            hereto without the prior written consent of the other Party (not to be unreasonably withheld
                                            or delayed), and any attempt to assign any rights or obligations arising under this Agreement
                                            without such consent shall be void.



 


	9.9	This
                                            Agreement is solely for the benefit of the Parties and should not be deemed to confer upon
                                            third parties any remedy, claim, Liability, reimbursement, claim of Action or other right
                                            in excess of those existing without reference to this Agreement.



 


	9.10	This
                                            Agreement and any dispute arising out of, in connection with or relating to this Agreement
                                            shall be governed by and construed in accordance with the laws of the State of New York,
                                            without giving effect to the conflicts of laws principles thereof.



 


	9.11	EACH
                                            OF THE PARTIES HERETO, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PERSON
                                            MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
                                            OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT
                                            (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY TO THIS AGREEMENT HAS REPRESENTED,
                                            EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY TO THIS AGREEMENT WOULD NOT, IN THE EVENT OF
                                            LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH OF THE PARTIES HERETO UNDERSTANDS
                                            AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH OF THE PARTIES HERETO MAKES
                                            THIS WAIVER VOLUNTARILY AND (IV) EACH OF PARTIES HERETO HAS BEEN INDUCED TO ENTER INTO THIS
                                            AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
                                            12.11.



 




    	 



    	- 11 -



    

 


	9.12	In
                                            the event any one or more of the provisions contained in this Agreement should be held invalid,
                                            illegal or unenforceable in any respect, the validity, legality and enforceability of the
                                            remaining provisions contained herein and therein shall not in any way be affected or impaired
                                            thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal
                                            or unenforceable provisions with valid provisions, the economic effect of which comes as
                                            close as possible to that of the invalid, illegal or unenforceable provisions.



 


	9.13	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.



 


	9.14	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.



 


	9.15	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]


 




    	 



    	- 12 -



    

 


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.


 


	 	BALLANTYNE
    STRONG, INC.
	 	  
	 	By:	            
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STRONG
    TECHNICAL SERVICES, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


SCHEDULE
A


 


TRANSFERRED
ASSETS


 


		(i)	Property,
                                            Plant and Equipment



 


		●	Office
                                            Lease Agreement for 1 Miracle Hills (Omaha Office Lease), by and between Ballantyne and CGCMT
                                            2006-C5 9 Property Portfolio, LLC.



 


		(ii)	Sales
                                            and Marketing Agreements 



 


		●	Authorized
                                            Reseller Agreement, dated January 21, 2010, by and between Ballantyne and NEC Display Solutions
                                            of America.



 


		(iii)	Material
                                            and other Contracts



 


		●	Insurance
                                            Policy (Nebraska), dated March 8, 2021, issued to Ballantyne by CNA Financial (covering the
                                            Omaha Office).



 


		(iv)	Intellectual
                                            Property



 


		●	Patent/Invention
                                            Assignment Agreement and Royalty Agreement, dated April 6, 2018, by and between Ballantyne
                                            and Dustin Small.



 




    	 



     


    

 


SCHEDULE
B


 


CURRENT
ASBESTOS CLAIMS


 


		1.	Richard
                                            LAROCCA vs. Ballantyne Strong, Inc. et al., filed on May 10, 2019 (Index No. 190404/2018)
                                            before the New York City Asbestos Litigation Court (“NYCAL”);



 


		2.	Barry
                                            ETHERIDGE vs. Ballantyne Strong, Inc. et al., filed on October 21, 2019 (NC19C-03-123 ASB)
                                            before the Supreme Court of the State of Delaware;



 


		3.	James
                                            E. WITTE vs. Ballantyne Strong, Inc. et al., filed on January 23, 2020 (Index No. 190011/2020)
                                            before the NYCAL;



 


		4.	Michael
                                            SAVIANESO vs. Ballantyne Strong, Inc. et al., filed on March 6, 2020 (Index No. 190040/2020)
                                            before the NYCAL;



 


		5.	Donald
                                            DAVIDSON vs. Ballantyne Strong, Inc. et al., filed on March 6, 2020 (Index No. 190043/2020)
                                            before the NYCAL;



 


		6.	Ted
                                            Anthony INFERRERA vs. Ballantyne Strong, Inc. et al., filed on May 7, 2019 (20STCV12435)
                                            before the California Superior Court, Los Angeles County;



 


		7.	Frederick
                                            McKINNON vs. Ballantyne Strong, Inc. et al., filed on November 9, 2020 (Index No. 190231/2020)
                                            before the NYCAL;



 


		8.	Jay
                                            TURNER vs. Ballantyne Strong, Inc. et al., filed on February 23, 2021 (Index No. 190028/2021)
                                            before the NYCAL;



 


		9.	Martin
                                            & Ilana RAKITIN vs. Ballantyne Strong, Inc. et al., filed on February 24, 2021 (Index
                                            No. 190024/2021) before the NYCAL;



 


		10.	David
                                            RODY vs. Ballantyne Strong, Inc. et al., filed on July 1, 2021 (21STCV24675) before the California
                                            Superior Court, Los Angeles County;



 


		11.	Thelma
                                            MASSESY vs. Ballantyne Strong, Inc. et al., filed on March 1, 2021 (56-2021-00552204-CU-AS-VTA)
                                            before the California Superior Court, Ventura County;



 


		12.	Steven
                                            SCHWAN vs. Ballantyne Strong, Inc. et al., filed on August 4, 2021 (EFCA2021-001259) before
                                            the Supreme Court of the State of New York, Oneida County;



 




    	 



     


    

 


EXHIBIT
2.3


 


FORM
OF INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT