SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

BALLANTYNE STRONG INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

058516105

(CUSIP Number)

D. Kyle Cerminara

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, North Carolina 28209

(704) 323-6851

With a copy to:

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 12, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 058516105			13D		Page 2 of 14 Pages
1	NAME OF REPORTING PERSON Fundamental Global Investors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 3,205,209
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 4,652,663
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,652,663
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 058516105			13D		Page 3 of 14 Pages
1	NAME OF REPORTING PERSON Fundamental Global Partners Master Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 1,133,017
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 1,133,017
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,133,017
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 058516105			13D		Page 4 of 14 Pages
1	NAME OF REPORTING PERSON Fundamental Global Holdings, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 853,619
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 853,619
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 853,619
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 058516105			13D		Page 5 of 14 Pages
1	NAME OF REPORTING PERSON FGI Global Asset Allocation Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 34,911
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 34,911
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 34,911
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 058516105			13D		Page 6 of 14 Pages
1	NAME OF REPORTING PERSON FGI Global Asset Allocation Master Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)					¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 65,739
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 65,739
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 65,739
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 058516105			13D		Page 7 of 14 Pages
1	NAME OF REPORTING PERSON Fundamental Activist Fund I, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 1,117,923
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 1,117,923
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,117,923
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 058516105			13D		Page 8 of 14 Pages
1	NAME OF REPORTING PERSON CWA Asset Management Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)					¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION FL
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 0
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 1,447,454
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,447,454
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 058516105			13D		Page 9 of 14 Pages
1	NAME OF REPORTING PERSON Joseph H. Moglia
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS PF; AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 300,861
		8		SHARED VOTING POWER 335,430
		9		SOLE DISPOSITIVE POWER 150,000
		10		SHARED DISPOSITIVE POWER 486,291
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 636,291
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 058516105			13D		Page 10 of 14 Pages
1	NAME OF REPORTING PERSON D. Kyle Cerminara
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 227,593(1)
		8		SHARED VOTING POWER  3,205,209
		9		SOLE DISPOSITIVE POWER 165,874(2)
		10		SHARED DISPOSITIVE POWER 4,652,663
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,818,537(3)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.2%
14	TYPE OF REPORTING PERSON IN

______________

(1) Includes (i) 7,540 shares held in Mr. Cerminara’s 401(k) account, (ii) 11,220 shares held by Mr. Cerminara’s wife, (iii) 4,220 shares held by Mr. Cerminara’s minor children, and (iv) 13,334 shares issued upon the vesting of restricted stock units. Does not include 26,666 shares potentially issuable to Mr. Cerminara pursuant to a grant of restricted stock units.

(2) Includes 70,000 shares purchasable pursuant to stock options that become exercisable within 60 days of the filing of this Statement. Does not include 131,719 shares beneficially owned by Mr. Cerminara (including the 11,220 shares held by Mr. Cerminara’s wife and the 4,220 shares held by Mr. Cerminara’s children) that are held in CWA customer accounts.

(3) Includes 70,000 shares purchasable pursuant to stock options that become exercisable within 60 days of the filing of this Statement.

CUSIP No. 058516105			13D		Page 11 of 14 Pages
1	NAME OF REPORTING PERSON Lewis M. Johnson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 19,090
		8		SHARED VOTING POWER  3,205,209
		9		SOLE DISPOSITIVE POWER 10,590
		10		SHARED DISPOSITIVE POWER 4,652,663
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,663,253
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 058516105 13D Page 12 of 14 Pages

This Amendment No. 10 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 10”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (this “Statement” or “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ballantyne Strong, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 10 shall have the meanings set forth in the Schedule 13D. Each percentage ownership of Common Stock set forth in this Statement is based on the 14,492,090 shares of Common Stock reported by the Company as outstanding as of March 1, 2019 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Except as amended and supplemented by this Amendment No. 10, the Schedule 13D remains unchanged.

Item 4. Purpose of Transaction.

The information set forth in Item 6 below relating to the 10b5-1 Plan (as defined below) is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On March 12, 2019, Fundamental Global Investors, LLC, on behalf of the funds managed by it, entered into, effective as of March 14, 2019, a stock trading plan with Northern Trust Securities, Inc. in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “10b5-1 Plan”), for the purchase of up to 1.5 million shares of Common Stock, subject to the terms specified in the 10b5-1 Plan. The 10b5-1 Plan becomes effective on April 1, 2019 and will terminate April 1, 2020 or such earlier date as set forth in the 10b5-1 Plan. A copy of the 10b5-1 Plan is filed as Exhibit 99.1 to this Statement and is hereby incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 10, which agreement is set forth on the signature page to this Statement.

Item 7. Material to Be Filed as Exhibits.

99.1 10b5-1 Purchase Plan, entered into as of March 12, 2019 and effective as of March 14, 2019, between Fundamental Global Investors, LLC, on behalf of the funds managed by it, and Northern Trust Securities, Inc.

CUSIP No. 058516105 13D Page 13 of 14 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

Dated: March 13, 2019

FUNDAMENTAL GLOBAL INVESTORS, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer, Partner and Manager

FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,

by FG Partners GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FUNDAMENTAL GLOBAL HOLDINGS, LP,

by FGI Holdings GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI GLOBAL ASSET ALLOCATION FUND, LTD.

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Director

FGI GLOBAL ASSET ALLOCATION MASTER FUND, LP,

by FGI Global Asset Allocation GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

CUSIP No. 058516105 13D Page 14 of 14 Pages

FUNDAMENTAL ACTIVIST FUND I, LP,

by Fundamental Activist Fund I GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI INTERNATIONAL USVI, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI FUNDS MANAGEMENT, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

CWA ASSET MANAGEMENT GROUP, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Co-Chief Investment Officer

JOSEPH MOGLIA

/s/ Joseph H. Moglia

D. KYLE CERMINARA

/s/ D. Kyle Cerminara

LEWIS M. JOHNSON

/s/ Lewis M. Johnson

EX-99.1

Exhibit 99.1

10B5-1 Purchase Plan

Purchase Plan, dated March 14, 2019, (the “Purchase Plan”), between Fundamental Global Investors, LLC, on behalf of the funds managed by it (“Client”), and Northern Trust Securities, Inc. (“Northern”).

RECITALS

WHEREAS, Client desires to establish this Purchase Plan to purchase common shares (the “Stock”) of Ballantyne Strong, Inc., a Delaware corporation (NYSE American: BTN) (the “Issuer”); and

WHEREAS, Client desires to purchase a total of up to 1,500,000 shares of Stock (the “Total Plan Shares”); and

WHEREAS, Client desires to engage Northern to effect purchases of shares of Stock in accordance with the Purchase Plan;

NOW, THEREFORE, Client and Northern hereby agree as follows:

A.       IMPLEMENTATION OF THE PURCHASE PLAN

1.        Purchases may be made in the open market or through privately negotiated transactions. Northern shall comply with the applicable requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with purchases of Stock in the open market pursuant to this Purchase Plan.

2.        Purchases shall be made in accordance with the trading parameters laid out in Schedule A – Trading Parameters, of this Purchase Plan.

3.       Northern will charge its reasonable and customary commissions of $.005 per share, for the purchase of Stock under this Purchase Plan.

4.       This Purchase Plan shall become effective on April 1, 2019 (“Effective Date”), and shall terminate on the earlier of (i) the purchase of the Total Plan Shares, (ii) the public announcement of a tender or exchange offer for the Stock or of a merger, acquisition, recapitalization or other similar business combination or transaction as a result of which Stock would be exchanged for or converted into cash, securities or other property, or (iii) April 1, 2020.

5.       Client acknowledges and agrees that Client does not have authority, influence or control over any purchases of Stock effected by Northern pursuant to this Purchase Plan, and will not attempt to exercise any authority, influence or control over such purchases. Northern agrees not to seek advice from Client with respect to the manner in which it effects purchases under this Purchase Plan. Client understands that Northern shall have no discretion as to the timing of the purchases of Stock.

6.       Client will be notified of all transactions pursuant to customary trade confirmations that are provided in the normal course of business.

7.       Client understands that Northern may not be able to effect a purchase due to a market disruption or a legal, regulatory or contractual restriction applicable to Northern. If any purchase cannot be executed as required by Paragraph A.1. due to a market disruption, a legal, regulatory or contractual restriction applicable to Northern or any other such event, Northern shall effect such purchase as promptly as practical after the cessation or termination of such market disruption, applicable restriction or other event.

8.       It is the intent of the parties that this Purchase Plan comply with the requirements of Rule 10b5-1(c)(1) and Rule 10b-18 under the Exchange Act, and this Purchase Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c) and Rule 10b-18.

B.       REPRESENTATIONS AND AGREEMENTS OF CLIENT

1.       Client represents and warrants that as of the time of execution of this Purchase Plan, Client: (a) is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and, (b) is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or other applicable securities laws.

2.       Client agrees to make all filings, if any, required under and monitor Client’s compliance with Sections 13(d), 13(g) and 16 of the Exchange Act.

3        Client understands that this Plan in no way alters Client’s obligations and responsibilities under Section 16, including those prohibitions against short swing profits.

5.       Client acknowledges and agrees that Northern has not provided Client with any tax, accounting or legal advice. Client understands that he should seek the advice of counsel regarding this Purchase Plan and the various securities and tax law issues related thereto.

6.       Client agrees to notify Northern immediately in the event of trading restrictions being imposed as the result of any lock up event restricting purchases, such as a stock offering, tender offer or acquisition transaction.

7.       Client represents and warrants that Client is able to purchase shares of Stock, as contemplated by this Purchase Plan, in accordance with the Issuer’s insider trading policies and Client has obtained the acknowledgement of the Issuer to enter into this Purchase Plan.

2

C.      INDEMNIFICATION AND LIMITATION ON LIABILITY

1.       Client agrees to indemnify and hold harmless Northern and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to Northern’s actions taken or not taken in compliance with this Purchase Plan or arising out of or attributable to any breach by Client of this Purchase Plan (including Client’s representations and warranties hereunder) or any violation by Client of applicable laws or regulations. Client will not be liable under the foregoing sentence to the extent that any claim, loss, damage or liability is found in a final judgement by a court to have resulted from the bad faith, gross negligence or willful misconduct of Northern or its directors, officers, employees or affiliates or Northern’s breach of this Purchase Agreement. This indemnification shall survive termination of this Purchase Plan.

2.       Notwithstanding any other provision hereof, Northern shall not be liable to Client for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

D.      GENERAL

1.       This Purchase Plan shall be governed by and construed in accordance with the laws of the State of Delaware without reference to choice of law principles and may be modified or amended only by a writing signed by the parties hereto and acknowledged by the Issuer.

2.       This Purchase Plan shall be subject to all terms and conditions governing Client’s Account, including the Northern Account Agreement.

3.       Notwithstanding anything to the contrary herein, Client and/or Issuer may notify Northern to terminate this Purchase Plan. Client may also notify Northern to modify purchases under this Purchase Plan; provided, however, that such modification shall not be effective until 30 days after the notification thereof. Any such modification or termination shall be made in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule l0b5-1 or other applicable securities laws. Client agrees that he will not modify this Purchase Plan at any time that Client is aware of any material non-public information about the Issuer and/or the Stock.

4.       All notices to Northern under this Purchase Plan shall be given to Northern’s office by facsimile at (312) 444-5478, by certified mail at Northern Trust Securities, Inc., 50 S. LaSalle Street, B-12, Chicago, Illinois 60603; Attention: Leonor Gil, or by e-mail at the e-mail address set forth in Schedule B to this Purchase Agreement. Upon termination or suspension of this Purchase Plan, Northern will send notice to Client and Issuer to the address provided in Schedule B to this Purchase Agreement.

5.       Client’s rights and obligations under this Purchase Plan may not be assigned or delegated without the written permission of Northern.

6.       This Purchase Plan shall not be effective until executed by Client and Northern, and acknowledged by Issuer. This Purchase Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.

3

IN WITNESS THREOF, the undersigned have executed this Purchase Plan as of the date first set forth above.

FUNDAMENTAL GLOBAL INVESTORS, LLC

By:/s/ D. Kyle Cerminara                    

Name: D. Kyle Cerminara

Title: Chief Executive Officer, Partner and Manager

NORTHERN TRUST SECURITIES, INC.

By:/s/ Anna M. Ranaldi                    

Name: Anna M. Ranaldi

Title: President

Acknowledged by:

BALLANTYNE STRONG, INC.

By:/s/ Mark D. Roberson                    

Name: Mark D. Roberson

Title: Chief Financial Officer

4