Exhibit
10.4


 





 


 


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.



 


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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	 	●