Exhibit
10.5


 


GWLG
Draft


January
26, 2022


 


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 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
                                            completion of the IPO, 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.



 


	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) 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.



 




    	 



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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	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;



 




    	 



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		(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;



 




    	 



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		(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)	“QSTA”
                                            means An Act respecting the Quebec sales tax (Quebec);



 


		(y)	“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;



 


		(z)	“Secondary
                                            Information” has the meaning ascribed to such term in Section 11.4;



 




    	 



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



 


		(bb)	“Tax
                                            Act” means the Income Tax Act (Canada);



 


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



 


		(dd)	“Transferred
                                            Assets” has the meaning ascribed to such term in Section 2.1; and



 


		(ee)	“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.


 




    	 



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	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 (collectively, the “Excluded
                                            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 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.



 


	3.	Assumption of Obligations
  and Excluded Liabilities




 


Effective
as of the Effective Time on the Closing Date, the Company will assume, pay when due, perform, and discharge:


 


		(a)	the
                                            Liabilities and obligations of the Transferor in connection with the accounts payable, owing,
                                            or accruing due in connection with the Entertainment Business; and



 




    	 



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		(b)	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:


 


		(c)	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;



 


		(d)	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



 


		(e)	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 the provisions listed in Schedule C. 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.



 




    	 



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	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 allots,
                                            and will issue to the Transferor on the Closing Date, 9,999 Common shares without par value
                                            in the Company (the “Consideration Shares”).



 


	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.



 


	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.



 


	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 in respect of
                                            the transfer 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.



 




    	 



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	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 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 compete and sign joint elections under subsection 167(1)
                                            of the ETA and under section 75 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 3 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.



 




    	 



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	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.



 




    	 



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	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 its
                                            registration number is ●. 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.



 


	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 its registration
                                            number is ●.



 


	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]


 




    	 



    	- 14 -



    

 


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


 


N/A


 


Trademarks


 


	 	●	STRONG
    MDI SCREENS
	 	 	 
	 	●	
	 	 	 
	 	●	domain
    name: StrongMDI.com


 


Software


 


		●	[NTD:
                                            please insert the MDI software list here]



 


Open
Source Component(s)


 


		●	RabbitMQ
                                            (messaging service used to send and receive information collected from the cinema and signage
                                            devices monitored) subject to Mozilla Public License Version 2 (MPLv2).



 


		●	For
                                            greater certainty, the Transferor hereby assigns its ownership , if any, in any modifications
                                            of RabbitMQ to the Company.



 


Know-How


 


		●	Know-how
                                            in relation to (i) the manufacture of premium projection screens and customized screen support
                                            systems, (ii) the distribution of cinema equipment, and (iii) technical knowledge of the
                                            entertainment industry



 




    	 



    	 



    

 


Other
Intellectual Property


 


		●	[NTD:
                                            please identify other IP assets to be transferred from the Transferor to the Company]

                                            




 


	(ii).	Permits
                                            and Licenses



 


		●	Certificate
                                            of authorization dated October 26, 2018, (ministerial authorization) issued by the Minister
                                            of Environment and Fight against the Climate Change to the Transferor for the installation
                                            and operation for the installation and operation of equipment that treats atmospheric pollution



 


		●	Certificate
                                            of authorization dated October 26, 2018, (ministerial authorization) issued by the Minister
                                            of Environment and Fight against the Climate Change to the Transferor for the addition and
                                            operation of paint manufacturing workshop



 


	(iii).	Employee
                                            Benefit Plans



 


		●	Group
                                            Benefit Plan provided by Canada Life to Transferor



 


		●	RRSP
                                            Plan provided by Sun Life Financial to Transferor



 


	(iv).	Property,
                                            Plant and Equipment



 


		●	Insurance
                                            Policy (Commercial) dated March 10, 2021 between Travelers Insurance and Transferor



 


		●	Ink
                                            Cartridge Supply Agreement dated September 14, [●] between Infolaser and Transferor



 


		●	Purchase
                                            Order for Vending Machines dated February 24, 2020 between Fastenal and Transferor



 


	(v).	Financing
                                            Agreements



 


		●	Credit
                                            Facility renewal dated May 31 2021 between CIBC and Transferor



 


	(vi).	Sales
                                            and Marketing Agreements



 


		●	Audio
                                            Associates Sales Representative Agreement dated August 15, 2016 between Audio Associates
                                            and Transferor



 


		●	Bernard
                                            Collard Sales Representative Agreement dated October 31, 2019 between Bernard Collard and
                                            Transferor



 


		●	DL
                                            Henderson Sales Representative Agreement dated September 1, 2017 between DL Henderson Co.
                                            Inc. and Transferor



 


		●	Jim
                                            Murray Sales Representative Agreement dated February 1, 2016 between Jim Murray and Transferor



 




    	 



    	 



    

 


		●	Nicole
                                            Wang Sales Representative Agreement dated June 1, 2016 between Nicole Wang and Transferor



 


		●	Northmar
                                            Sales Representative Agreement dated June 21, 2016 between Northmar, Inc. and Transferor



 


		●	Ron
                                            Tunks Sales, Inc. Representative amended Agreement dated May 1, 2020 between Ron Tunks Sales,
                                            Inc. and Transferor



 


		●	AVITECH
                                            Plus Representative Agreement dated May 7, 2020 between AVITECH Plus LLC and Transferor



 


		●	Yuji
                                            Motomatsu Manufacturers Representative Agreement dated July 1, 2020 between Yuji Motomatsu
                                            and Transferor



 


	(vii).	Government
                                            Contract



 


		●	Subcontractor
                                            Agreement dated May 21, 2021 between 3D Perception, Inc. and Transferor



 


	(viii).	Material
                                            and other Contracts



 


		●	Exclusive
                                            Supply Agreement dated October 5, 2020 between Cinemark USA, Inc. and Transferor



 


		●	Supply
                                            – Sale Agreement dated January 1, 2017 between Promotora Comercial Trece, S.A. de C.V.,
                                            and/or Tenedora de Cines, S.A. de C.V., and/or Importadora y Exportadora Michoacana S.A.
                                            de C.V.; Inversiones de Cinema Costa Rica S.A., Cinepolis El Salvador S.A. de C.V., Operadora
                                            Hondurena de Cines S.A. de C.V., Inversiones Cinematograficas de Guatemala S.A., Operadora
                                            Colombiana de Cines S.A., Operadora Peruana de Cines S.A.C., Cine Hoyts SPA, Cinepolis Operadora
                                            de Cinemas Do Brazil LTDA, California Cinema Investments LLC and Transferor



 


		●	Amended
                                            and Restated Supply Agreement dated July 18, 2016 between IMAX Corporation and Transferor



 


		●	Consultancy
                                            Agreement effective October 1, 2019 between Changzhou Plusrite Specialty Lighting Co., Ltd.
                                            and Transferor



 


		●	Consultancy
                                            Agreement dated December 1, 2021 between Changzhou Plusrite Specialty Lighting Co., Ltd.
                                            and Transferor



 




    	 



    	 



    

 


SCHEDULE
B


 


EXCLUDED
ASSETS


 


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


 


		(a)	the
                                            ● common shares of GreenFirst Forest Products Inc. registered in the name of the Transferor;



 


		(b)	the
                                            intercompany debt in the amount of [US$34,600,000] owing to the Transferor by Ballantyne
                                            Strong, Inc.; and



 


		(c)	the
                                            real property and building located at 1440, Raoul-Charette, Joliette (lot numbers 3°764°572,
                                            3°764°573 and 3°326°855).



 




    	 



    	 



    

 


EXHIBIT
2.3


 


CONFIRMATORY
OF OWNERSHIP AND OWNERSHIP ASSIGNMENT OF INTELLECTUAL PROPERTY





 




    	 



    	 



    

 


SCHEDULE
C


 


ALLOCATION
OF PURCHASE PRICE