Exhibit
10.3


 


FORM
OF iNDEMNITY Agreement


 


BETWEEN


 


STRONG
GLOBAL ENTERTAINMENT INC.


 


–
and –


 


[Director
/ SENIOR OFFICER]


 


[date]


 



    	 



     


     


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT is dated as of ●


 


BETWEEN:


 


STRONG
GLOBAL ENTERTAINMENT, INC., a company incorporated under the laws of British Columbia


 


(the
“Company”)


 


-
and -


 


●,
of ●


 


(the
“Indemnified Party”)


 


Context


 


	A.	The Company is a company
    governed by the Act.
	 	 
	B.	The Indemnified Party has,
    at the request of the Company, accepted the position of [director][INSERT SENIOR OFFICER TITLE] of the Company and
    may, at the request of the Company, accept the position of officer of the Company or act as a director or officer, or act in an equivalent
    capacity, of one or more Associated Corporations.
	 	 
	C.	The articles of the Company
    provide that the Company will indemnify a director or officer in certain circumstances.


 


THEREFORE,
the Parties agree as follows:


 


	1.	Definitions


 


In
this Agreement, the following terms have the following meanings:


 


	1.1	“Act”
    means the Business Corporations Act (British Columbia).
	 	 
	1.2	“Agreement”
    means this agreement, as it may be confirmed, amended, modified, supplemented or restated by written agreement between the Parties.
	 	 
	1.3	“Associated Corporation”
    means:


 


	 	1.3.1	a corporation of which
    the Indemnified Party is or was a director or officer at a time when that corporation is or was an affiliate of the Company;
	 	 	 
	 	1.3.2	any other corporation of
    which the Indemnified Party is or was a director or officer at the request of the Company; and
	 	 	 
	 	1.3.3	any other partnership,
    trust, joint venture or other unincorporated entity for which the Indemnified Party is or was a director or officer, or holds or
    held a position equivalent to director or officer, at the request of the Company.


 


	1.4	“Business Day”
    means any day other than a Saturday, Sunday or statutory holiday in the Province of British Columbia.


 



    	 



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	1.5	“Company”
    is defined in the recital of the Parties above.
	 	 
	1.6	“Derivative Action”
    means an Eligible Proceeding by or on behalf of the Company or any Associated Corporation brought against the Indemnified Party.
	 	 
	1.7	“Eligible Penalty”
    means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an Eligible Proceeding.
	 	 
	1.8	“Eligible Proceeding”
    means any legal proceeding or investigative action, whether current, threatened, pending or completed, in which the Indemnified Party
    or any of the heirs and personal or other legal representatives of the Indemnified Party:


 


	 	1.8.1	is or may be joined as
    a party; or
	 	 	 
	 	1.8.2	is or may be liable for
    or in respect of a judgment, penalty or fine in, or expenses related to, that legal proceeding or investigative action,


 


by
reason of the Indemnified Party being or having been a director or officer of, or holding or having held a position equivalent to that
of a director or officer of, the Company or any Associated Corporation, and includes any action to establish a right to indemnification
under this Agreement.


 


	1.9	“Expenses”
    includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts
    paid in settlement of a proceeding.


 


	1.10	“Indemnified Party”
    is defined in the recital of the Parties above.


 


	1.11	“Parties”
    means the Company and the Indemnified Party collectively, and “Party” means any one of them.


 


	2.	General Indemnity


 


Subject
to Sections 3, 5, and 8, the Company, to the extent permitted by law, indemnifies the Indemnified Party from and against all Eligible
Penalties and all Expenses actually and reasonably incurred by the Indemnified Party in respect of any Eligible Proceeding.


 


	3.	Indemnification in Derivative
    Actions


 


In
respect of any Derivative Action, the Company will, at the Indemnified Party’s request, apply to a court of competent jurisdiction
for approval to indemnify the Indemnified Party against all Eligible Penalties and all Expenses actually and reasonably incurred by the
Indemnified Party in connection with that Derivative Action, as well as for approval to advance money to the Indemnified Party under
Section 4.


 


	4.	Advance of Expenses


 


Subject
to Sections 5 and 8, the Company will, prior to the final disposition of an Eligible Proceeding, advance moneys to the Indemnified Party:


 


	4.1	for the Expenses referred
    to in Section 2, provided that at the time of the advance of those Expenses, the Company does not have reasonable grounds to believe
    that the Indemnified Party has not met the conditions of Section 5.1; and


 



    	 



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	4.2	for the Expenses referred
    to in Section 3, provided the Company receives the approval of a court of competent jurisdiction as contemplated by Section 3.


 


	5.	Limitation


 


	5.1	The Company
    will not indemnify the Indemnified Party under this Agreement unless the Indemnified Party:
	 	 
	 	5.1.1	in relation to the subject
    matter of the Eligible Proceeding, acted honestly and in good faith with a view to the best interests of the Company or of the Associated
    Corporation, as the case may be; and
	 	 	 
	 	5.1.2	in the case of an Eligible
    Proceeding other than a civil proceeding, had reasonable grounds for believing that the Indemnified Party’s conduct in respect
    of which the Eligible Proceeding was brought was lawful.


 


	5.2	The Company will not
    indemnify the Indemnified Party under this Agreement for:


 


	 	5.2.1	any Eligible Penalties
    or Expenses incurred in the course of any action or other proceeding initiated by the Indemnified Party with respect to any claim
    the Indemnified Party has against the Company or any Associated Corporation, unless such action or other proceeding is brought to
    establish or enforce any right under this Agreement;
	 	 	 
	 	5.2.2	any Eligible Penalties
    or Expenses related to any action or proceeding initiated by the Indemnified Party against any director or officer (or an individual
    holding a similar capacity) of the Company or an Associated Corporation unless the Company or Associated Corporation, as the case
    may be, has joined with the Indemnified Party in, or consented to, the initiation of that action or proceeding;
	 	 	 
	 	5.2.3	any Eligible Penalties
    or Expenses related to any action or proceeding initiated by the Indemnified Party against any other person or entity, unless it
    is a counterclaim; or
	 	 	 
	 	5.2.4	any Eligible Penalties
    or Expenses related to claims by the Company or Associated Corporation for the forfeiture and recovery by the Company or Associated
    Corporation, as applicable, of bonuses or other compensation received by the Indemnified Party from the Company or Associated Corporation
    due to the Indemnified Party’s violation of applicable securities laws or other laws.


 


	6.	Assumption of Defence


 


	 	6.1	The Company may participate,
    at its expense, in the defence of any Eligible Proceeding, other than a Derivative Action, brought against the Indemnified Party
    and may elect, by notice in writing to the Indemnified Party given no later than 30 days after receipt of the Indemnified Party’s
    notice under Section 9.1, to assume control of the negotiation, settlement or defence of that Eligible Proceeding with counsel reasonably
    satisfactory to the Indemnified Party, unless at any time:
	 	 	 
	 	6.1.1	the Indemnified Party
    determines in good faith, where the Company is also a party to the Eligible Proceeding, that joint representation would be inappropriate
    given the actual or potential differing interests between them; or


 



    	 



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	 	6.1.2	the Indemnified Party
    determines in good faith that the Eligible Proceeding may adversely affect it other than as a result of monetary damages for which
    it would be entitled to indemnification under this Agreement.


 


	6.2	Upon assumption of control
    by the Company of the defence of an Eligible Proceeding in accordance with Section 6.1:


 


	 	6.2.1	the Company will actively
    and diligently proceed with the defence, negotiation or settlement of the Eligible Proceeding at the Company’s sole cost and
    expense;
	 	 	 
	 	6.2.2	the Company will keep
    the Indemnified Party fully advised with respect to the defence, negotiation or settlement of the Eligible Proceeding;
	 	 	 
	 	6.2.3	the Indemnified Party
    and the Company will cooperate fully with each other and their respective counsel in the investigation and defence of the Eligible
    Proceeding, and will make available to each other all relevant books, records, documents and files, in electronic form or as hard
    copies when available, and will otherwise make their respective best efforts to assist counsel in the proper and adequate defence
    of the Eligible Proceeding; and
	 	 	 
	 	6.2.4	the Company may, in
    the name of the Indemnified Party or otherwise, file any pleadings or other documents and take any proceedings as may reasonably
    be required, in the opinion of the Company, to effectively make out a defence.


 


	7.	Right to Independent
    Counsel


 


	7.1	Where the Company has
    assumed control of the defence of an Eligible Proceeding in accordance with Section 6.1:


 


	 	7.1.1	if the Indemnified Party
    is named as a party or a witness to the Eligible Proceeding, or the Indemnified Party is questioned or any of the Indemnified Party’s
    actions, omissions or activities are in any way investigated, reviewed or examined in connection with or in anticipation of an actual
    or potential Eligible Proceeding, the Indemnified Party will be entitled to retain independent legal counsel at the Company’s
    expense to act on the Indemnified Party’s behalf to provide the Indemnified Party with an initial assessment of the appropriate
    course of action for the Indemnified Party; and
	 	 	 
	 	7.1.2	the Indemnified Party
    entitled under Section 7.1.1 to independent legal counsel will be entitled to continued representation by independent counsel at
    the Company’s expense unless the Parties agree that there are no actual or potential differing interests between them that
    require the independent representation of the Indemnified Party.


 


	8.	Repayment of Indemnification
    Payments


 


	 	8.1	If, at the conclusion
    of any Eligible Proceeding with respect to which indemnification is provided under this Agreement:
	 	 	 
	 	8.1.1	there is a final judicial
    or quasi-judicial determination establishing that the Indemnified Party has not fulfilled the conditions of Section 5.1 in respect
    of any amounts advanced or paid by the Company; or


 



    	 



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	 	8.1.2	the payment of any amounts
    advanced or paid by the Company is otherwise prohibited by section 163 of the Act;


 


the
Indemnified Party undertakes to repay, and will repay, those amounts to the Company.


 


	8.2	If the Indemnified Party
    receives indemnification or reimbursement from a source other than the Company for all or part of any Eligible Penalties or Expenses
    already advanced or paid by the Company to the Indemnified Party, then the amount received by the Indemnified Party from that other
    source will be paid by the Indemnified Party to the Company.
	 	 
	8.3	The Indemnified Party
    will repay to the Company all advances of Eligible Penalties or Expenses under this Agreement not actually required or used by the
    Indemnified Party.
	 	 
	8.4	All amounts payable
    by the Indemnified Party to the Company under this Agreement will be paid within 30 Business Days of the Company’s written
    request for payment and will bear interest after their due date until paid in full at the variable annual interest rate announced
    and adjusted from time to time by the Canadian Imperial Bank of Commerce as its reference rate for determining interest rates on
    Canadian dollar commercial loans made by it in Canada, and which it may refer to as its “prime rate” or “prime
    lending rate”.


 


	9.	General


 


Entire
Agreement. This Agreement, and any other agreements and documents to be delivered under this Agreement, constitutes the entire agreement
between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the Parties, and there are no representations, warranties or other agreements between the
Parties, express or implied, in connection with the subject matter of this Agreement except as specifically set out in this Agreement,
or in any other agreements and documents delivered under this Agreement. No Party has been induced to enter into this Agreement in reliance
on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice
or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement, or in any other agreements
and documents delivered under this Agreement.


 


	9.1	Notice of a Claim. Promptly,
    and in any event no later than ten Business Days after receipt by the Indemnified Party of a written notice of a claim or threatened
    claim against it which may result in a demand for indemnification under this Agreement, the Indemnified Party will give written notice
    to the Company of the claim or threatened claim. A notice delivered under this Section will include a description of the claim or
    threatened claim, a summary of the facts giving rise to the claim or threatened claim and, if possible, an estimate of any potential
    liability arising under the claim or threatened claim. Failure by the Indemnified Party to notify the Company of any claim or threatened
    claim will not relieve the Company from its obligations under this Agreement or otherwise limit its liability, except to the extent
    that the claim includes legal proceedings and the failure of the Indemnified Party to notify the Company within the required time
    limits prejudices the defence of the claim.


 



    	 



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	9.2	Notices. Any notice
    or other communication required or permitted by this agreement to be given or made to a party must be in writing and either delivered
    personally or by courier, sent by prepaid registered mail, or transmitted by e-mail to that party addressed as follows:


 


to
the Company at:


 


Strong
Global Entertainment, Inc.

4201 Congress Street, Suite 175

Charlotte, NC 28209


 


	 	Attention:	Mark Roberson
	 	E-mail:	Mark.Roberson@btn-inc.com


 


with
a copy to


 


Gowling
WLG (Canada) LLP

2300 – 550 Burrard Street

Vancouver, BC V6C 2B5


 


	 	Attention:	Cyndi D. Laval
	 	E-mail:	Cyndi.Laval@gowlingwlg.com


 


to
the Indemnified Party at:


 


●


●


 


	 	E-mail:	●


 


or
at any other address as any party may at any time advise the other by notice in writing given in accordance with this Section 9.2. Any
notice or other communication delivered to the party to whom it is addressed will be deemed to have been given and received on the day
it is delivered at that party’s address, provided that if that day is not a Business Day or if it is received after 4:00 p.m. (local
time of the recipient) then the notice or other communication will be deemed to have been given and received on the next Business Day.
Any notice or other communication sent by prepaid registered mail will be deemed to have been given and received on the fifth Business
Day after which it is mailed. If a strike or lockout of postal employees is then in effect, or generally known to be impending, every
notice or other communication must be delivered personally, by courier or transmitted by e-mail. Any notice or communication transmitted
by e-mail will be deemed to have been given and received on the day on which it is transmitted; but if the notice or communication is
transmitted on a day which is not a Business Day or after 4:00 p.m. (local time of the recipient), it will be deemed to have been given
and received on the next Business Day.


 


	9.3	Headings. The division
    of this Agreement into sections and subsections and the insertion of headings are for convenience of reference only and will not
    affect the construction or interpretation of this Agreement.
	 	 
	9.4	References. References
    in this Agreement to a section, subsection or paragraph are to be construed as references to a section, subsection or paragraph of
    this Agreement unless the context requires otherwise.
	 	 
	9.5	Successors and Assigns.
    This Agreement and the rights and obligations under it are not assignable by either Party without the prior written consent of the
    other Party.
	 	 
	9.6	Enurement. This Agreement
    will enure to the benefit of and be binding upon the Parties and their respective heirs, legal representatives, successors and permitted
    assigns.


 



    	 



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	9.7	Severability. Any provision
    of this Agreement which is prohibited or unenforceable in any jurisdiction will not invalidate the remaining provisions of this Agreement,
    and any such invalid or unenforceable provision will be deemed to be severed. The prohibition against or unenforceability of a provision
    in one jurisdiction will not invalidate that provision or render it unenforceable in any other jurisdiction.
	 	 
	9.8	Further Assurances.
    The Parties will, with reasonable diligence, do all things and provide all reasonable assurances as may be required to, and each
    Party will provide any further documents or instruments required by the other Party as may be reasonably necessary or desirable to,
    give effect to this Agreement and carry out its provisions.
	 	 
	9.9	Governing Law. This
    Agreement is governed by, and is to be construed in accordance with, the laws of the Province of British Columbia and the laws of
    Canada applicable in that Province.
	 	 
	9.10	Electronic Signatures
    and Delivery. This Agreement and any counterpart of it may be:


 


	 	9.10.1	signed by manual, digital
    or other electronic signatures; and
	 	 	 
	 	9.10.2	delivered or transmitted
    by any digital, electronic or other intangible means, including by e-mail or other functionally equivalent electronic means of transmission,


 


and
that execution, delivery and transmission will be valid and legally effective to create a valid and binding agreement between the Parties.


 


	9.11	Counterparts. This Agreement
    may be signed and delivered by the Parties in counterparts, with the same effect as if each of the Parties had signed and delivered
    the same document, and that execution and delivery will be valid and legally effective.
	 	 
	9.12	Acknowledgement—Independent
    Legal Advice. Each Party acknowledges that it has:


 


	 	9.12.1	received or had the opportunity to receive independent
    legal advice from its own lawyer[s] with respect to the terms of this Agreement before its execution;
	 	 	 
	 	9.12.2	read this Agreement, understands it, and agrees
    to be bound by its terms and conditions; and
	 	 	 
	 	9.12.3	received a copy of this Agreement.


 


[THE
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Each
of the Parties has executed and delivered this Agreement as of the date noted at the beginning of the Agreement.


 


	 	STRONG GLOBAL ENTERTAINMENT, INC.
	 	 
	 	Per:	 
	 	 	Authorized Signatory


 


	 	 	 
	Witness	 	●