Exhibit 10.1

CONTRACT OF SALE

THIS CONTRACT OF SALE (herein, this “Contract”) is made as of this 28^th day of January 2022 (the “Effective Date”), by Metrolina Alpharetta, LLC, a North Carolina limited liability company, of 108 Gateway Blvd., Suite 104, Mooresville, NC 28117 (“Seller”), Ballantyne Strong, Inc., a Delaware corporation with an address of 4201 Congress Street, Suite 175 Charlotte, NC 28209 (“Parent”), and Digital Ignition, LLC, a Georgia limited liability company and wholly-owned subsidiary of Parent, or its successors and/or assigns, with an address of 4201 Congress Street, Suite 175 Charlotte, NC 28209 (“Buyer”).

WHEREAS, Seller is the owner of a parcel of land with buildings and improvements situated thereon and commonly known as 190 Bluegrass Valley Parkway, Alpharetta, GA 30004 and designated as Tax Map Number 065-039, and consisting of approximately 11.63 acres more or less, with an approximately 43,524 square foot building located thereon in Forsyth County, Georgia and being more particularly described herein; and

WHEREAS, Buyer is interested in buying the above described Property and Seller is interested in selling said Property on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the Property and the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

WITNESSETH

1. Property: (a) Seller agrees to sell and convey to Buyer by limited warranty deed, and Buyer agrees to purchase from Seller all that tract or parcel of land with buildings and improvements situate thereon and commonly known as 190 Bluegrass Valley Parkway, Alpharetta, GA 30004 and designated as Tax Map Number 065-039, and consisting of approximately 11.63 acres more or less, with an approximately 43,524 square foot building located thereon in Forsyth County, Georgia and as more particularly described on Exhibit A attached hereto and made a part hereof, together with all improvements located thereon and all easements, rights of way and appurtenances running with or pertaining thereto, and together with the Lease (as defined below) and all entitlements related thereto (collectively, the “Property”). As used herein the “Lease” shall mean that certain Lease Agreement dated June 29, 2018, between Buyer and Seller affecting the same real property as described in this Section 1.

2. Purchase Price and Deposit: The purchase price (the “Purchase Price”) for the Property shall be the sum of (i) Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000.00) (the “Cash Price”), (ii) the Stock Grant, and (iii) the Stock Warrants (each as defined below), payable as follows:

(a) Within ten (10) business days of the Effective Date of this Contract, Buyer or Parent shall deposit the sum of Twenty-five Thousand Dollars ($25,000.00), with Fidelity National Title Group (the “Title Company”) (Andrew McGarry, 5565 Glenridge Connector, Suite 300, Atlanta, Georgia 30342, 678-460-2400) (the “Escrow Agent”) as a deposit to be held in escrow, which shall be credited toward the Cash Price at Closing (collectively referred to herein as the “Deposit”).

(b) The balance of the Cash Price to be paid by certified check or wire transfer to the Escrow Agent at Closing.

(c) At Closing, and in addition to the Cash Price, Parent shall grant Seller or its designated affiliate (the “Stock Grant”) shares of Parent’s common stock (“BTN Stock”) with a value equal to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000), the number of shares of BTN Stock to be determined based upon a price per share equal to the average of the closing price of BTN Stock on the NYSE American exchange for the 60 most recent Trading Days prior to the Closing Date, rounded up to the nearest whole number of shares. For purposes of this Agreement, a “Trading Day” means any day on which the New York Stock Exchange is open for trading, whether or not any of the BTN Stock is actually traded on that exchange or on that day.

(d) At Closing, and in addition to the Cash Price and the Stock Grant, Parent shall issue Seller or its designated affiliate a warrant to purchase up to 100,000 shares of BTN Stock with an exercise price per share of Three and 00/100 Dollars ($3.00) (the “Stock Warrants”), such Stock Warrants to be exercisable for a period of ten (10) years from the date of issuance, pursuant to the terms and conditions of a warrant agreement. Concurrent with the grant of the Stock Warrants, the warrants previously granted to Seller on or about June 29, 2018, shall be terminated and cancelled.

3. Contingencies: Buyer’s and Parent’s obligation to close this transaction, in addition to any other conditions contained herein, shall be subject to and contingent upon the following:

(a) No Change in Status. (i) That Seller has taken no action to modify the condition of title to the Property from the date Seller took title to the Property except for that certain Right of Way Warranty Deed and Temporary Construction Easement granted in favor of Forsyth County; and (ii) That Seller has taken no action to modify the environmental condition to the Property, such that the title to the Property and environmental condition to the Property is substantially the same as when Seller took title to the Property, except that actions by Buyer that have affected the title or environmental condition of the Property shall not cause the failure of this condition.

(b) Title Policy. Title Company shall be irrevocably committed to issuing an extended owners policy of title insurance and title policy, subject only to matters in effect at the time Seller took title to the Property, matters created by through or under Buyer and the Lease.

(c) Representations and Warranties; and Deliveries. All of Seller’s representations and warranties made in this Contract shall be true and correct in all material respects as of the date made and true and correct in all material respects as of the Closing Date; and Seller’s delivery of the items described in Section 7.

(d) Casualty. If the Property is not in substantially the same condition at Closing as of the Effective Date, reasonable wear and tear excepted, then Buyer shall have the right, exercisable by written notice to Seller, to either (i) terminate this Contract and receive a return of the Deposit or (ii) proceed to Closing whereupon Buyer shall be entitled to receive, in addition to the Property, any of the Seller’s insurance proceeds payable on account of the damage or destruction applicable to the Property.

(e) Financing Contingency. Buyer will have a forty-five (45) day financing contingency period from the Effective Date (the “Financing Period”). In the event that Buyer is unable to obtain financing acceptable to Buyer, in its sole and absolute discretion, before the expiration of the Financing Period, Buyer may terminate this Agreement by giving written notice of such termination to Seller, whereupon Escrow Agent will immediately return the Deposit to Buyer without any further consent or approval of Seller, and this Agreement shall be deemed null and void and of no further force or effect with Buyer and Seller having no further rights, obligations or liabilities hereunder, except for matters that by the terms hereof expressly survive termination.

4. Survey: Buyer may, at any time after the Effective Date, cause a survey (the “Survey”) of the Property, acceptable in form to Buyer, to be made at Buyer’s expense by a registered Georgia land surveyor. Buyer shall cause such Survey to be made prior to Closing. The legal description in Seller’s deed shall be based on the Survey.

5. Title: During the time from the Effective Date until expiration of the Financing Period, Buyer, at its expense, may conduct an examination of the title to the Property. Such examination shall show that the Seller is vested with fee simple marketable title to the Property. The title insurance binder will have no exceptions other than property taxes not yet due and payable and right of ways or encumbrances of record at the time Seller took title to the Property (except for that certain Right of Way Warranty Deed and Temporary Construction Easement granted in favor of Forsyth County) or that were consented to by Buyer or would be disclosed by an accurate survey of the Property or are apparent upon a reasonable inspection of the Property (the “Permitted Exceptions”). If, however, the title examination reveals objections to the title, other than the Permitted Exceptions, then Buyer shall deliver written notice to Seller prior to expiration of the Financing Period, with the title commitment setting forth the objections to title. Seller shall have the right, but not the obligation, to cure the title objections and if Seller fails to cure such objections prior to the Closing, then Buyer shall have the right, as its sole remedy, exercisable by written notice to Seller, to (i) cancel this Contract and have the Deposit refunded or (ii) elect to close and receive the deed required herein from Seller subject to such title objections. Seller and Buyer agree that “Monetary Encumbrances” (as hereinafter defined) shall not constitute Permitted Exceptions and Seller shall have the obligation, at or prior to Closing, to remove all Monetary Encumbrances. As used herein, the term “Monetary Encumbrances” shall mean mortgages, deeds of trust, and other encumbrances securing an obligation to pay money; provided, however, that Monetary Encumbrances shall not include property taxes (other than special assessments) for the year in which Closing occurs and common area maintenance charges, if any, which are not yet due and payable.

6. Mutual Cooperation: In the event that Seller or Buyer desire to take part in a tax-deferred like-kind exchange, the other party agrees to cooperate with the exchanging party and to execute such documents as are reasonably necessary for that purpose; provided that (i) the non-exchanging party and its representatives shall have a reasonable opportunity to review and approve any exchange documents prior to Closing; (ii) the non-exchanging party shall not be required to take legal title to any exchange property; (iii) the deed shall be executed and acknowledged by Seller; (iv) the Closing shall not be delayed to accommodate any such exchange; (v) the non-exchanging party shall not be required to incur any additional expense or liability in order to accommodate such exchange; and (vi) the exchanging party hereby indemnifies the non-exchanging party and agrees to hold the non-exchanging party free and harmless from any liability resulting from or arising in connection with such exchange.

7. Closing:

(a) Closing Date. The closing (the “Closing”) shall take place through the offices of the Escrow Agent at a mutually convenient time and date as agreed by the parties hereto, not later than fifteen (15) days after the Financing Period (the “Closing Date”).

(b) Seller’s Deliveries. Seller shall deliver to Buyer on the Closing Date the following documents (i) an assignment and assumption of the Lease prepared by Seller’s counsel, in a form satisfactory to Seller’s counsel, Buyer’s counsel and the Escrow Agent, wherein Seller assigns to Buyer all of Seller’s rights, title, and interests in the Lease; (ii) a limited warranty deed in substantially the same form as the limited warranty deed received by Seller when it took title to the Property; (iii) an owner’s affidavit on the Escrow Agent’s form attesting to the absence of mechanic’s or materialmen’s liens, boundary line disputes, proceedings involving Seller which may affect title to the Property, and parties in possession other than Seller; (iv) a Foreign Investment and Real Property Tax Act (“FIRPTA”) affidavit; (v) an affidavit of Seller’s state of organization and good standing; (vi) a Closing settlement statement; (vii) transfer of any and all manufacturer and installation warranties for any improvements on the Property including, but not limited to, roof warranties and HVAC warranties, in substantially the same form as the transfer of warranties received by Seller when it took title to the Property; (viii) a bill of sale for any personal property located upon the Property, in substantially the same form as the bill of sale received by Seller when it took title to the Property; (ix) a Seller’s affidavit regarding commercial real estate brokers in substantially the same form as received by Seller when it took title to the Property; and (x) such other instruments and documents as Buyer’s counsel or Escrow Agent may reasonably request for the purpose of confirming proper and lawful execution and delivery of Closing documents and conveyance of the Property to Buyer in accordance with this Contract and applicable provisions of Georgia law.

(c) Buyer’s Deliveries. Buyer shall deliver to Seller on the Closing Date all of the following: (i) an affidavit of Buyer’s state of organization and good standing; (ii) a Closing settlement statement; (iii) the balance of the Cash Price and the fully executed Stock Warrants and Stock Grant, all as set forth in Section 2 herein above; (iv) Seller’s affidavit regarding commercial real estate brokers in substantially the same form as received by Seller when it took title to the Property; (v) the assignment and assumption of Lease described in subsection (b) above; and (vi) such other instruments and documents as Seller’s counsel or Escrow Agent may reasonably request for the purpose of confirming proper and lawful execution and delivery of Closing documents and conveyance of the Property to Buyer in accordance with this Contract and applicable provisions of Georgia law.

(d) Possession. Possession of the Property, subject to the Lease Agreement, shall pass to Buyer at the Closing Date.

8. Costs and Expenses:

(a) Seller’s Costs. Seller shall furnish and pay the expense of preparation of the deed, any documentary or transfer tax stamps, all costs associated with providing fee simple marketable title to the Property and the fees and costs of Seller’s own attorney.

(b) Buyer’s Costs. Buyer shall pay the expense of filing the deed, the cost of the Survey, the title insurance premium and the costs of Buyer’s own attorney.

(c) Shared Costs. Seller shall provide to Buyer the most recent real property tax bill for the Property. Property taxes and assessments for the year in which the Closing occurs, insurance, utilities and other items shall be prorated on a calendar year basis as of the date of Closing, provided however, Buyer will be responsible for such taxes per the terms of the Lease. Each party shall pay one-half (1/2) of the fee of the Escrow Agent. Any other fees or charges not specifically allocated herein shall be allocated in accordance with the laws of the State of Georgia and the customary practice in Forsyth County.

(d) New Loan. Buyer shall bear its own costs and legal fees incurred in connection with the new loan obtained by Buyer.

(e) Lease. All rents receivable under the Lease attributable to the period prior to the Closing Date will be paid to or retained by Seller, and Buyer will be entitled to keep all rental or payments received by Buyer in relation to leases, contracts, or agreements entered into by Buyer (as tenant under the Lease) and other third parties, regardless of which when such payments are received or due. Rents attributable to the period beginning on the Closing Date and thereafter will be paid to Buyer. In addition, Buyer will pay to Seller all amounts due under the Lease and attributable to the period of time prior to the Closing Date, including taxes, insurance, and other expenses Buyer is required to pay to Seller under the Lease and the prepayment by Buyer (as tenant under the Lease) of any such amounts shall be returned to Buyer at the Closing. (there is no security deposit on the Lease)

9. Seller’s Representations and Warranties. Seller hereby makes the following representations and warranties to Buyer:

(a) To the best of Seller’s actual knowledge, without investigation, Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions.

(b) To the best of Seller’s actual knowledge, there are no pending, threatened or contemplated condemnation actions involving any portion of the Property and Seller has received no notice of any such action.

(c) From the execution of this Contract until the Closing, Seller shall (i) maintain the Property in substantially the same condition as presently exists, reasonable wear and tear excepted, except as otherwise provided in this Contract, and (ii) refrain from entering into any contract or agreement affecting the Property or the title thereto which would extend beyond the Closing, without the prior written consent of Buyer which may be withheld in Buyer’s sole discretion.

(d) Seller is not a ‘foreign person’ which would subject Buyer to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended, and, at Closing, under regulations promulgated pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.

(e) There are no leases, licenses, contracts or agreements of any kind whatsoever affecting the Property except for (i) the Permitted Exceptions, (ii) ordinary service contracts entered into in the ordinary course of business, (iii) certain “desk agreements”, for use of offices within the Property, and (iv) the Lease.

(f) To the best of Seller’s actual knowledge, there is no condition at, on, under or related to the Property presently or potentially posing a significant hazard to human health or the environment, whether or not in compliance with law, and Seller has not engaged in any production, use, treatment, storage, transportation or disposal of any Hazardous Materials (as hereinafter defined) on the Property, nor has there been any release or threatened release of any Hazardous Materials, pollutant or contaminant into, upon or over the Property or any property adjacent thereto or into or upon ground or surface water at the Property or any property adjacent thereto.

(g) Except for de minimis amounts of Hazardous Materials customarily used in connection with the operation of the Property, Seller has not stored any Hazardous Materials on the Property or in any underground or above ground tanks, pits or surface impoundments and Seller has not used, placed or stored any polychlorinated biphenol-containing or asbestos-containing materials on the Property or incorporated such materials into any buildings or interior improvements or equipment on the Property.

“Hazardous Material” means any substance:

(1) the presence of which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy, or common law; or

(2) which is or prior to Closing becomes defined as a “hazardous substance”, pollutant, or contaminant under any federal, state, or local statute, regulation, rule or ordinance or any amendment to any thereof including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.); or

(3) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, or instrumentality of the United States, the State of North Carolina or any political subdivision thereof; or

(4) the presence of which on the Property causes or threatens to cause a nuisance upon the Property or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Property; or

(5) which contains, without limitation, gasoline, diesel fuel, or other petroleum hydrocarbons, polychlorinated biphenols (“PCBs”), asbestos, urea formaldehyde foam insulation, or radon gas.

(h) Seller has provided to Buyer copies of all notices, or communications of any type which Seller has received concerning the actual or potential presence of Hazardous Materials on the Property, and copies of all reports or investigations in the possession or control of Seller concerning the actual or potential presence of hazardous substances or any Hazardous Materials on the Property. Seller agrees to immediately provide to Buyer copies of all such aforementioned notices and communications received prior to Closing; and

(i) The real property taxes are paid through the current tax year. The Property is not, and has not been for the past five tax years, subject to any tax exemptions, deductions, rebates or other favorable tax treatment. There will not be any recapture or recovery of property taxes imposed with respect to periods prior to the Closing (including without limitation rollback taxes), or the imposition of any penalties by reason of any preferential assessment against the Property or any portion thereof.

(j) The Property has direct insurable access to publicly-dedicated rights-of-way, without the necessity of any private easements over or across the property of third parties.

Seller will take any and all such actions as will cause all of the foregoing representations and warranties to be true and correct as of Closing and will so certify to Buyer in writing at Closing. All of the representations and warranties made by Seller in this Contract, including but not limited to those set forth in this Section, shall be deemed material conditions of the consummation of the transaction contemplated by this Contract and shall survive Closing.

10. Intentionally Deleted.

11. Remedies on Default; Treatment of Deposit. In the event that Seller defaults in the performance of any of Seller’s obligations, or breaches any of Seller’s representations, warranties or covenants under this Contract, Buyer shall have the right of specific performance against Seller, in addition to any and all other remedies provided in this Contract or by law or in equity; provided, in the event of any action for monetary damages against Seller, in no event shall Buyer be entitled to any damages in excess of Fifty Thousand and No/100 Dollars ($50,000.00) in the aggregate. In the event that Buyer defaults in the performance of any of its obligations under this Contract, Seller shall have, as its sole and exclusive remedy hereunder, the right to retain the Deposit as full liquidated damages for such default.

12. Brokerage. Each party hereto represents to the other that it has not discussed the transactions contemplated in this Contract with any real estate broker, agent or salesman so as to create any legal right or entitlement to claim a real estate commission or similar fee with respect to the conveyance of the Property. Buyer and Seller hereby indemnify each other against, and agree to hold each other harmless from, any and all claims, loss, liability, cost, and expenses (including reasonable attorney’s fees) for a real estate brokerage commission or similar fee or compensation arising out of or in any way connected with any claimed dealings with the indemnitor and relating to this Contract or the conveyance of the Property. The foregoing indemnities shall survive the termination or consummation of this Contract.

13. Condemnation. In the event of any taking of all or any part of the Property by eminent domain proceedings, or the commencement of such proceedings prior to Closing, then Buyer shall have the right, exercisable by written notice to Seller, to terminate this Contract, whereupon Seller shall promptly refund to Buyer the Deposit and, except as expressly provided to the contrary herein, Seller and Buyer shall have no further rights, obligations or duties hereunder. If Buyer does not terminate this Contract, then they will proceed to close, with an assignment by Seller of all of Seller’s right, title and interest in and to any and all such awards and proceeds. Seller shall notify Buyer in writing of any eminent domain proceedings affecting the Property within two (2) days after Seller learns of such proceedings.

14. Notices. Any notices, requests, or other communications required or permitted to be given hereunder shall be in writing and shall be either (i) delivered by hand, (ii) mailed by United States registered mail, return receipt requested, postage prepaid, (iii) sent by a reputable, national overnight delivery service (e.g. , Federal Express, Airborne, etc.) or (iv) sent by facsimile (with the original being sent by one of the other permitted means or by regular United States mail) and addressed to each party at the applicable address set forth herein. Any such notice, request, or other communication shall be considered given or delivered, as the case may be, on the date of hand delivery (if delivered by hand), on the third (3^rd) day following deposit in the United States mail (if sent by United States registered mail), on the next business day following deposit with an overnight delivery service with instructions to deliver on the next day or on the next business day (if sent by overnight delivery service), or on the day sent by facsimile (if sent by facsimile, provided the original is sent by one of the other permitted means as provided in this Paragraph or by regular United States mail). By giving at least ten (10) days prior written notice thereof, any party hereto may, from time to time and at any time, change its mailing address hereunder.

15. Notice of Entry. Notwithstanding anything to the contrary in this Contract, Buyer agrees to provide not less than twenty-four (24) hours’ notice of any on-site inspections to Seller before entering the Property. The results of any inspections performed by or on behalf of Buyer shall be deemed Confidential Information and subject to the confidentially obligations set forth below. Such results shall be provided to Seller and Seller shall determine, in Seller’s sole discretion, which results require disclosure to any government agency and shall conduct any required communication with any government agency. The foregoing does not apply to any obligations of any third parties, consultants or engineers to report any conditions to any governmental agencies.

16. Confidentiality. Seller may furnish Buyer with confidential or proprietary information pursuant to this Contract, which information may include, but is not limited to, information about the condition of the Property, results of tests, inspections or sampling of the Property by or on behalf of Seller, Buyer or third parties (collectively, “Confidential Information”). Buyer agrees to (a) hold the Confidential Information in trust and confidence; (b) use the Confidential Information only in furtherance of the performance of Buyer’s obligations under this Contract; (c) not disclose the Confidential Information to anyone other than Buyer’s employees, consultants or agents to whom disclosure is necessary in order to fulfill Buyer’s obligations under this Contract; and (d) use reasonable efforts to prevent the disclosure of the Confidential Information. Buyer agrees to return to Seller all Confidential Information immediately upon request if Buyer elects not to purchase the Property. Buyer shall cause any employee to whom disclosure of Confidential Information is made to comply with these confidentiality terms both during and after employment.

17. Miscellaneous.

(a) Entire Contract. This Contract constitutes the entire agreement between the parties hereto with respect to the transaction contemplated herein; and it is understood and agreed that all undertakings, negotiations, representations, promises, inducements and agreements heretofore had between these parties are merged herein, including without limitation, the terms of the Letter of Intent, if any. This Contract may not be changed orally, but only by an agreement in writing signed by both Buyer and Seller; and no waiver of any of the provisions in this Contract shall be valid unless in writing and signed by the party against whom such waiver is sought to be enforced.

(b) Successors and Assigns. The provisions of this Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs and permitted successors and assigns.

(c) Presumption. No presumption shall be created in favor of or against Seller or Buyer with respect to the interpretation of any term or provision of this Contract due to the fact that this Contract was prepared by or on behalf of one of said parties.

(d) Interpretation. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural and vice versa, unless the context requires otherwise. When anything is described or has been described or referred to generally is associated with that description (whether or not following the word “including”), the examples or components shall be deemed illustrative only and shall not be construed as limiting the generality of the description or reverence in any way.

(e) Captions. The captions used in connection with the paragraphs of this Contract are for reference and convenience only and shall not be deemed to construe or limit the meaning of the language contained in this Contract or be used in interpreting the terms and provisions of this Contract.

(f) Counterparts. This Contract may be executed in two or more counterparts and shall be deemed to have become effective only when one or more of such counterparts shall have been signed by or on behalf of each of the parties hereto (although it shall not be necessary that any single counterpart be signed by or on behalf of each of the parties hereto, and all such counterparts shall be deemed to constitute but one and the same instrument), and shall have been delivered by each of the parties to the other. The execution of this Contract by facsimile or other electronic form (e.g., PDF) of signature shall be binding and enforceable as an original; provided, that any party delivering a facsimile or electronic document shall, upon the request of the other party, thereafter execute and deliver to the other party an identical original instrument, as soon as reasonably possible thereafter.

(g) Severability. If any provision of this Contract is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Contract shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Contract; and the remaining provisions of this Contract shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Contract.

(h) Governing Law. This Contract is intended to be performed in the State of Georgia and shall be construed and enforced in accordance with the laws of Georgia.

(i) Binding Effect. Each party hereto represents and warrants to the other party that the execution of this Contract and any other documents required or necessary to be executed pursuant to the provisions hereof are valid, binding obligations and are enforceable in accordance with their terms.

(j) Assignment. Buyer may freely assign this Contract without obtaining any consent from Seller so long as the assignor assumes all of Buyers obligations hereunder, and Buyer may otherwise assign this Contract upon the prior written consent of Seller, which consent shall not be unreasonably withheld.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed and delivered by persons duly empowered to bind the parties to perform their respective obligations hereunder as of the day and year first above written.

EXHIBIT A

Legal Description

All that tract or parcel of land lying and being in Land Lots 839, 890 & 891, 2nd District, 1st Section, Forsyth County, Georgia, and being more particularly described as follows:

To find the Point of Beginning, commence at the Southwest corner of Land Lot 890; thence along the Westerly line of Land Lot 890, N 01°09’49” E a distance of 552.21 feet to a point; thence S 65°57’30” W a distance of 160.11 feet to an iron pin found and the Point of Beginning; thence S 80°42’55” W a distance of 299.38 feet to an iron pin found on the Northeasterly right of way of Bluegrass Valley Parkway (right of way varies); thence along said right of way along a curve to the left, following the curvature thereof for an arc distance of 114.81 feet, said curve having a radius of 66.00 feet and being subtended by a chord of N 39°13’57” W 100.87 feet to an iron pin found; thence leaving said right of way N 00°45’13” E a distance of 682.90 feet to an iron pin found; thence S 74°34’10” E a distance of 387.04 feet to a 1 inch open top pipe found; thence N 53°07’57” E a distance of 230.56 feet to an iron pin found; thence S 61°56’45” E a distance of 68.84 feet to an iron pin found; thence N 69°36’55” E a distance of 236.28 feet to an iron pin found; thence S 03°04’24” E a distance of 135.87 feet to an iron pin found; thence S 14°17’50” W a distance of 292.83 feet to an iron pin found; thence S 03°26’58” W a distance of 194.77 feet to an iron pin found; thence S 80°30’22” W a distance of 0.14 feet to a point; thence S 65°57’30” W a distance of 451.82 feet to the Point of Beginning. Said tract contains 11.933 acres.

Together with the easements appurtenant to the subject property provided over the lands of others contained in the following:

a. Sewer Easement Agreement between Regent Land Holdings, LLC and Convergent Media Systems Corporation dated as of December 31, 2001 and recorded January 10, 2002 in Deed Book 2175, Page 199, aforesaid records; as amended by First Amendment to Easement Agreement by and between Convergent Media Systems, Corp., Legacy at Walton Bluegrass, LLC and Walton Bluegrass, LLC, dated as of May 26, 2015 and recorded June 5, 2015 in Deed Book 7401, Page 107, aforesaid records; and

b. Drainage Easement Agreement between Regent Land Holdings, LLC and Convergent Media Systems Corporation dated as of December 31, 2001 and recorded January 10, 2002 in Deed Book 2175, Page 207, aforesaid records; as amended by First Amendment to Easement Agreement by and between Convergent Media Systems, Corp and Walton Bluegrass, LLC, dated as of May 26, 2015 and recorded June 5, 2015 in Deed Book 7401, Page 122, aforesaid records.

Less-and except property conveyed by the following:

a. Right of Way Warranty Deed from Metrolina Alpharetta, LLC, to Forsyth County, dated September 20, 2018, recorded October 1, 2018, in Deed Book 8689, Page 448, aforesaid records.

b. Petition for Condemnation styled Forsyth County, Georgia versus 4.911 Acres of Fee Simple Right of way; et al., being Civil Action File No.19-CV-1584-2, filed September 11, 2019, aforesaid records; which case is pending.

Exhibit 10.2

THE SECURITIES GRANTED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

BALLANTYNE STRONG, INC.

STOCK GRANT AGREEMENT

THIS STOCK GRANT AGREEMENT (the “Agreement”) entered into to be effective as of February 1, 2022 (the “Effective Date”), by and between Ballantyne Strong, Inc., a Delaware corporation (the “Corporation”), and Metrolina Capital Investors, LLC, a North Carolina limited liability company (“Shareholder”).

R E C I T A L S

WHEREAS: Shareholder and the Corporation are parties to a Contract of Sale (the “Purchase Agreement”) whereby the Corporation is purchasing that certain parcel of land with buildings and improvements situated thereon and commonly known as 190 Bluegrass Valley Parkway, Alpharetta, GA 30004 and designated as Tax Map Number 065-039, and consisting of approximately 11.63 acres more or less, with an approximately 43,524 square foot building located thereon in Forsyth County, Georgia and being more particularly described therein, from Shareholder (the “Transaction”).

WHEREAS: As part of the consideration for the Transaction, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Shareholder and the Corporation hereby agree as follows:

A G R E E M E N T

1. Issuance. The Corporation hereby grants to Shareholder seven hundred sixty thousand six hundred fifty (760,650) shares (the “Subject Shares”) of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), effective as of the Effective Date, subject to the terms and conditions of this Agreement. The Corporation and Shareholder agree that the value of the Subject Shares is equal to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) based on a price per share equal to the average of the closing price of the Common Stock on the NYSE American exchange for the sixty (60) most recent Trading Days (as defined in the Purchase Agreement) prior to the Effective Date.

2. Consideration. The Subject Shares are issued as part of the consideration to be paid to Shareholder pursuant to the Purchase Agreement.

3. Securities Representations and Warranties.

(a) In connection with, and in consideration of, the issuance of the Subject Shares to Shareholder, Shareholder represents that Shareholder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under Securities Act of 1933, as amended (the “Securities Act”), and hereby makes the additional representations set forth on Exhibit A attached hereto to the Corporation with respect to the Subject Shares, such that the Corporation may rely on them in issuing the Subject Shares.

(b) Shareholder understands, acknowledges, and agrees that the Corporation’s grant and issuance to Shareholder of the Subject Shares has not been registered under the Securities Act because the Corporation believes, relying in part on Shareholder’s representations in this document, that an exemption from such registration requirement is available for such grant. Shareholder acknowledges and agrees that the availability of this exemption depends upon the truthfulness and accuracy of the representations Shareholder is making to the Corporation in this document.

4. Restrictions

(a) Vesting. All Subject Shares shall be fully vested upon issuance.

(b) Transfer. Except for transfers not involving a change in beneficial ownership, Shareholder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Subject Shares, or any beneficial interest therein, unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Shareholder shall have given prior written notice to the Corporation of Shareholder’s intention to make such disposition, shall have furnished the Corporation with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Corporation, shall have furnished the Corporation, at Shareholder’s expense, with an opinion of counsel, reasonably satisfactory to the Corporation, to the effect that such disposition will not require registration of the Subject Shares under the Securities Act.

(c) Legends. Shareholder understands and agrees that the Corporation shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the Subject Shares, together with any other legends that may be required by the Corporation or by applicable state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

(d) Rule 144. Shareholder understands that the Subject Shares are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Corporation in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances.

5. No Transfer of Subject Shares. Shareholder agrees to comply in all respects with the provisions of Section 4 and 5 and the restrictive legend requirements set forth on the face of this Agreement and further agrees that Shareholder shall not offer, sell or otherwise dispose of the Subject Shares except under circumstances that will not result in a violation of the Securities Act.

6. Tax Issues. The Corporation has directed Shareholder to seek independent advice regarding the Federal, state and/or local tax laws that may apply to Shareholder in connection with the issuance and receipt of the Subject Shares.

7. Representations and Warranties of Corporation. The Corporation hereby represents and warrants to Shareholder that it has the requisite corporate power and authority to execute and deliver and to carry out the terms of this Agreement and any and all related documents or agreements. This Agreement and any related documents or agreements are valid and binding agreements of the Corporation.

8. Indemnification. Shareholder and the Corporation each agree to indemnify, defend, and hold harmless the other from and against any and all loss, liability, expenses, including reasonable attorneys’ fees, or damage, of any nature, arising out of or due to a breach of any representation, warranty, or undertaking of such party contained in this Agreement.

9. General Provisions.

(a) Successors and Assigns, Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

(b) Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to that body of laws pertaining to conflict of laws.

(c) Counterparts; Execution. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or other electronic method and upon such delivery the facsimile or electronic signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

(d) Amendments and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

(e) Attorney’s Fees. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the successful party to such litigation, as determined by the Court in a final judgment or decree, shall pay the successful party or parties all costs, expenses, and reasonable attorneys’ fees incurred by the successful party or parties (including, without limitation, costs, expenses and fees on any appeals), and if the successful party recovers judgment in any such action or proceeding, such costs, expenses and attorney’s fees shall be included as part of the judgment.

(f) Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

IN WITNESS WHEREOF, this Agreement is hereby executed as of the date first written above.

EXHIBIT A

SECURITIES REPRESENTATIONS AND WARRANTIES

1. Purchasing for Own Investment; Accredited Investor. Shareholder has not been formed for the purpose of acquiring the Subject Shares and holds assets in addition to the Subject Shares. Shareholder is acquiring the Subject Shares solely for investment purposes, and not for further distribution. Shareholder’s entire legal and beneficial ownership interest in the Subject Shares is being acquired and shall be held solely for Shareholder’s account. Shareholder is not a party to, and does not presently intend to enter into, any contract or other arrangement with any other person or entity involving the resale, transfer, grant of participation with respect to or other distribution of any of the Subject Shares. Shareholder’s investment intent is not limited to Shareholder’s present intention to hold the Subject Shares for the minimum capital gains period specified under any applicable tax law, for a deferred sale, for a specified increase or decrease in the market price of the Subject Shares, or for any other fixed period in the future.

2. Ability to Protect Own Interests. Shareholder and its directors and beneficial owners are knowledgeable investors and can properly evaluate the merits and risks of an investment in the Subject Shares and can protect Shareholder’s own interests in this regard, whether by reason of Shareholder’s own business and financial expertise, the business and financial expertise of its directors, and certain professional advisors unaffiliated with the Corporation with whom Shareholder has consulted, or Shareholder’s preexisting business or personal relationship with the Corporation or any of its officers, directors or controlling persons.

3. Informed About the Corporation. Shareholder is sufficiently aware of the Corporation’s business affairs and financial condition to reach an informed and knowledgeable decision to acquire the Subject Shares. Shareholder has had opportunity to discuss the plans, operations and financial condition of the Corporation with its officers, directors or controlling persons, has reviewed the Corporation’s public filings with the Securities and Exchange Commission, and has received all information Shareholder deems appropriate for assessing the risk of an investment in the Subject Shares.

4. Economic Risk. Shareholder realizes that an investment in the Subject Shares involves a high degree of risk, and that the Corporation’s future prospects are uncertain. Shareholder is able to hold the Subject Shares indefinitely if required, and is able to bear the loss of Shareholder’s entire investment in the Subject Shares.

5. Restricted Securities. Shareholder understands that the Subject Shares are “restricted securities” in that the Corporation’s sale of the Subject Shares to Shareholder has not been registered under the Securities Act in reliance upon an exemption for non-public offerings. In this regard, Shareholder also understands and agrees that:

(a) Shareholder must hold the Subject Shares indefinitely, unless any subsequent proposed resale by Shareholder is registered under the Securities Act, or unless an exemption from registration is otherwise available (such as Rule 144);

(b) the Corporation is under no obligation to register any subsequent proposed resale of the Subject Shares by Shareholder; and

(c) the certificate evidencing the Subject Shares will be imprinted with a legend which prohibits the transfer of the Subject Shares unless such transfer is registered or such registration is not required in the opinion of counsel for the Corporation.

6. Rule 144. Shareholder is familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the Subject Shares acquired from an issuer in a non-public offering. Shareholder understands that its ability to sell the Subject Shares under Rule 144 in the future is uncertain, and will depend upon, among other things: (i) the availability of certain current public information about the Corporation; (ii) the resale occurring more than six months after Shareholder’s purchase and full payment (within the meaning of Rule 144) for the Subject Shares; and (iii) if Shareholder is an affiliate of the Corporation: (A) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker, as said term is defined under the Securities Exchange Act of 1934, as amended, (B) the amount of Subject Shares being sold during any three-month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

7. Availability of Rule 144. Shareholder understands that the requirements of Rule 144 may never be met, and that the Subject Shares may never be saleable. Shareholder further understands that at the time Shareholder wishes to sell the Subject Shares, there may be no public market for the Corporation’s stock upon which to make such a sale, or the current public information requirements of Rule 144 may not be satisfied, either of which could preclude Shareholder from selling the Subject Shares under Rule 144 even if the six-month minimum holding period had been satisfied.

8. Restrictions on Resale. Shareholder understands that in the event Rule 144 is not available to Shareholder, any future proposed sale of any of the Subject Shares by Shareholder will not be possible without prior registration under the Securities Act, compliance with some other registration exemption (which may or may not be available), or each of the following: (i) Shareholder’s written notice to the Corporation containing detailed information regarding the proposed sale, (ii) Shareholder providing an opinion of Shareholder’s counsel to the effect that such sale will not require registration, and (iii) the Corporation notifying Shareholder in writing that its counsel concurs in such opinion. Shareholder understands that neither the Corporation nor its counsel is obligated to provide Shareholder with any such opinion. Shareholder understands that although Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has stated that persons proposing to sell private placement securities other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

9. No General Solicitation. The Shareholder acknowledges that neither the Corporation nor any other person offered to sell the Subject Shares to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

10. Residence/Principal Place of Business. The address of Shareholder’s principal place of business is 108 Gateway Blvd., Suite 104, Mooresville, NC 28117.

Exhibit 10.3

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Original Issue Date: February 1, 2022

FOR VALUE RECEIVED, Ballantyne Strong, Inc., a Delaware corporation (the “Company”), hereby certifies that Metrolina Capital Investors, LLC, a North Carolina limited liability company (the “Holder”), is entitled to purchase from the Company an aggregate of one hundred thousand (100,000) duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, all subject to the terms and conditions set forth in this Warrant. Certain capitalized terms used herein are defined in Section 1.

1. Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

“Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3, multiplied by (b) the applicable Exercise Price.

“Board” means the board of directors of the Company.

“Business Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York, New York are authorized or obligated by law or executive order to close.

“Change in Control” means that the Company shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into another Person, other than if (a) the Company is the surviving or resulting entity in the merger or consolidation, (b) the merger or consolidation is effectuated with a direct or indirect subsidiary of the Company, or (c) the purpose of the merger or consolidation is to reincorporate the domicile of the Company into another state.

“Common Stock” means the Company’s common stock, par value $0.01 per share.

“Company” has the meaning set forth in the preamble.

“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, this Warrant, and the Aggregate Exercise Price.

“Exercise Notice” has the meaning set forth in Section 3(a)(i).

“Exercise Period” has the meaning set forth in Section 2.

“Exercise Price” means $3.00 per share.

“Fair Market Value” means the average of the daily volume weighted average prices per share of Common Stock for the ten (10) consecutive trading days immediately preceding the day as of which Fair Market Value is being determined, as reported on the NYSE American, or if the Common Stock is not listed on the NYSE American, as reported by the principal U.S. national or regional securities exchange or quotation system on which the Common Stock is then listed or quoted; provided, however, if the Common Stock is not listed or quoted on the NYSE American or any U.S. national or regional securities exchange or quotations system, then the “Fair Market Value” of the Common Stock shall be the fair market value per share of Common Stock as determined by the Board.

“Holder” has the meaning set forth in the preamble.

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

“Securities Act” has the meaning set forth in Section 9(a).

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Shares” means the aggregate number of shares of Common Stock then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

2. Purchase of Common Stock; Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior to 5:00 p.m., New York time, on the tenth anniversary of the date hereof or, if such day is not a Business Day, on the next preceding Business Day (the “Exercise Period”), the Holder may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder at a price per share equal to the Exercise Price.

3. Exercise of Warrant.

(a) Exercise Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, at the applicable Exercise Price, upon: (i) surrender of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction), together with a Notice of Warrant Exercise in the form attached hereto as Exhibit A (each, an “Exercise Notice”), duly completed and executed; and (ii) payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(b) Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Exercise Notice, by the following methods:

(i) by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company in the amount of such Aggregate Exercise Price;

(ii) by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price;

(iii) by surrendering to the Company (A) Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price and/or (B) other securities of the Company having a value as of the Exercise Date equal to the Aggregate Exercise Price (which value in the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest and in the case of shares of Common Stock shall be the Fair Market Value thereof); or

(iv) any combination of the foregoing.

(c) Delivery of Stock Certificates. Upon receipt by the Company of the Exercise Notice, surrender of this Warrant and payment of the Aggregate Exercise Price in accordance with Sections 3(a) and (b), the Company shall, as promptly as practicable, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as provided in Section 3(d). The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the Holder shall reasonably request in the Exercise Notice and shall be registered in the name of the Holder. This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(d) Fractional Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay to the Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date.

(e) Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3(c), upon the request of the Holder, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant. In the absence of a request from the Holder for a new Warrant pursuant to this Section 3(e), the Company shall record and maintain records of the remaining rights of the Holder to purchase unexpired and unexercised Warrant Shares pursuant to this Warrant. In the absence of manifest error, the records of the Company shall control as to the remaining rights pursuant to this Warrant.

(f) Valid Issuance of Warrant and Warrant Shares. With respect to the exercise of this Warrant, the Company hereby represents:

(i) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(ii) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, validly issued, fully paid and non-assessable and issued without violation of any preemptive or similar rights of any stockholder of the Company.

(g) Reservation of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

4. Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time after the date of issuance of this Warrant subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time after the date of issuance of this Warrant combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4 shall become effective at the close of business on the date the subdivision or combination becomes effective.

5. Restriction on Transfer of Warrant. This Warrant and all rights hereunder may not be transferred or assigned, in whole or in part, without the prior written consent of the Company and compliance with the transfer conditions referred to in the legend endorsed hereon. Any attempted transfer or assignment which is not in accordance with this Section 5 shall be null and void and the transferee or assignee shall not be entitled to exercise any of the rights of the Holder of this Warrant. The Company shall record any transfers or assignments in the books maintained for the registration and transfer of this Warrant in accordance with Section 10.

6. No Stockholder Rights; Limitations on Liability. Prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

7. Treatment of Warrant Upon a Change in Control. Upon the consummation of a Change in Control of the Company, then, to the extent this Warrant has not already been exercised in full or otherwise terminated, expired or canceled, this Warrant shall automatically terminate and be of no further force or effect. The Company shall provide the Holder with notice of any Change in Control at least fourteen (14) days prior to the consummation thereof.

8. Replacement on Loss; Division and Combination.

(a) Replacement on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, destroyed or mutilated; provided that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

(b) Division and Combination. Subject to compliance with the applicable provisions of this Warrant, including without limitation Section 5 hereof, this Warrant may be divided or, following any such division of this Warrant, combined with other Warrants upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder. Subject to compliance with the applicable provisions of this Warrant, the Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

9. Compliance with the Securities Act.

(a) Agreement to Comply with the Securities Act. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 9 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

(b) Representations of the Holder. The Holder represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

(i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and the business, properties, prospects and financial condition of the Company.

10. Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of this Warrant and any transfers thereof. The Company may deem and treat the Person in whose name this Warrant is registered on such register as the Holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

11. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11).

12. Entire Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

13. Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

14. No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

15. Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

16. Amendment; Waiver. Except as otherwise provided herein, this Warrant may only be amended or modified by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17. Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

18. Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

19. Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

20. No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date set forth above.

Exhibit A

Form of Notice of Warrant Exercise

Reference is hereby made to that certain Warrant issued by Ballantyne Strong, Inc., a Delaware corporation (the “Company”), to Metrolina Capital Investors, LLC, a North Carolina limited liability company (the “Holder”), on February 1, 2022 (the “Warrant”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.

1. Exercise of Warrant. The Holder irrevocably elects to purchase _____ Warrant Shares pursuant to the terms of the Warrant. This notice is accompanied by the original Warrant, which is hereby surrendered to the extent necessary to effect the exercise.

2. Payment of Aggregate Exercise Price. The Holder tenders herewith to the Company payment of the Aggregate Exercise Price in full by means of:

3. Warrant Shares. The Holder represents that all representations of the Holder set forth in Section 9(b) of the Warrant are true and correct as of the date hereof.

Exhibit 10.4

COMMERCIAL LOAN AGREEMENT

(Secured by Real Property)

This Commercial Loan Agreement (“Agreement”) is dated as of February 1, 2022. In this Agreement,

Borrower has applied to Lender for a loan. Lender is willing to make a loan to Borrower, but only under the terms and conditions specified in this Agreement and in the Related Documents. Borrower understands and agrees that (i) in granting, renewing, or extending the loan that is the subject of this Agreement, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; and (ii) the loan shall be and remain subject to the terms and conditions of this Agreement and the Related Documents.

Capitalized words and terms have the meanings given to them in this Agreement. Words and terms not otherwise defined in the body of this Agreement or in the section of this Agreement entitled “Definitions” shall have the meanings given to such words and terms by the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings given to them in accordance with generally accepted accounting principles (“GAAP”) as in effect on the date of this Agreement. All references to dollar amounts shall mean amounts in lawful money of the United States of America. “Will” and “shall” are used interchangeably in this Agreement; both denote an obligation. Words and terms used in the singular shall include the plural, and words and terms used in the plural shall include the singular, as the context may require.

THE LOAN, NOTE, PROJECT, AND REAL PROPERTY.

Loan. The word “Loan” as used in this Agreement means the closed-end (or straight) line of credit contemplated by this Agreement. The words “Loan Amount” mean the total amount of the Loan. The Loan Amount shall be in an amount not to exceed the principal sum of $5,250,000.00. The Loan Amount shall be subject at all times to the maximum limits and conditions set forth in this Agreement or in any of the Related Documents, including, without limitation, any limits relating to loan-to-value ratios, advance rates, and acquisition costs.

Note. The word “Note” as used in this Agreement means the promissory note payable to the order of Lender for the Loan Amount that Borrower has executed or will execute to evidence Borrower’s obligation to repay the Loan upon the terms and conditions agreed upon, together with all renewals of, extensions of, modifications of, increases in, refinancings of, consolidations of, and substitutions for that promissory note. Repayment of the Note is or will be secured from time to time by various Security Instruments. The terms and conditions of the Note and Related Documents are incorporated herein by reference.

Real Property. The words “Real Property” as used in this Agreement mean any real property that secures repayment of the Loan, including but not limited to 190 Bluegrass Valley Parkway, Alpharetta, GA 30005.

TERM. This Agreement is effective as of the date of this Agreement. Except for the provisions of this Agreement that specifically provide they will survive the expiration, termination, or cancellation of this Agreement, this Agreement shall continue in full force and effect until (i) the Indebtedness is paid in full (including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges); (ii) this Agreement is terminated or canceled as provided in this Agreement; or (iii) this Agreement is terminated pursuant to a written agreement signed by the parties.

REQUESTS AND APPROVALS. Notwithstanding anything to the contrary in this Agreement, any right Lender has under this Agreement or the Related Documents to request, approve, accept, determine, decide, reserve rights, or make any judgment on any matter shall be in Lender’s sole discretion. However, Lender shall exercise any such right and administer the Loan in good faith and in a commercially reasonable manner, using commercially reasonable judgment. Lender shall not unreasonably condition, delay, or withhold any required approval, consent, determination, decision, reservation, or judgment.

LOAN PURPOSE; OVERALL LOAN-TO-VALUE LIMITATION. The purpose of the Loan is to provide funds to finance the acquisition of the Real Property by Digital Ignition, LLC, a wholly owned subsidiary of Ballantyne Strong, Inc. Lender shall not be obligated to make loan advances that exceed, in the aggregate, the lesser of (i) the Loan Amount or (ii) 65% of the lesser of the appraised value or the purchase price, of the Real Property.

REQUIREMENTS RELATING TO THE REAL PROPERTY. Unless waived by Lender in writing, Borrower shall deliver the items identified in this section to Lender at or prior to the Loan closing and at such time or times thereafter as Lender may request, all at Borrower’s expense. Items may be requested more than once. In addition, Borrower shall promptly provide Lender with any corrections, changes, or updates to the items identified in this section as soon as such corrections, changes, or updates become available to Borrower. All of the items identified in this section shall be subject to Lender’s review and approval, and the form and substance of all such items delivered to Lender must be satisfactory in all respects to Lender and Lender’s counsel. Borrower shall provide Lender with the following:

Appraisal. An appraisal of the Real Property that complies with the requirements of the Federal Institutions Reform, Recovery and Enforcement Act (“FIRREA”) (“Appraisal”). The Appraisal must satisfy all applicable regulatory standards and all of Lender’s applicable policies. The appraiser must be approved by Lender. The Appraisal shall be ordered by Lender but paid for by Borrower.

Flood Hazard Certification. A certification by Flood Data Services, Inc. as to whether the Real Property is located in a flood hazard area. The certification shall be ordered by Lender but paid for by Borrower. Flood insurance will be required if (i) any existing improvement on the Real Property is in a flood hazard area, or (ii) the Improvements are located in a flood hazard area.

Survey. A survey of the Real Property. Borrower shall bear all costs relating to each survey. Each survey must be prepared and certified by a professional engineer or registered land surveyor satisfactory to Lender. Lender may require that any survey meet the survey requirements of the American Land Title Association. Unless Lender agrees otherwise, the survey must show (i) the boundaries of the Real Property; (ii) the location of any existing improvements within the boundary lines of the Real Property; and (iii) all setback lines, easements, and other matters that may affect the Real Property. In lieu of a current survey, Lender may, in its discretion and depending on the circumstances, agree to accept an existing survey or recorded plat showing the Real Property, provided (i) the Real Property as shown on the survey or recorded plat is consistent with the legal description contained in the instrument conveying the Real Property to its current owner and in Lender’s mortgage, deed of trust, or security deed; (ii) Lender receives a satisfactory lender’s title insurance policy insuring Lender’s required lien priority on the Real Property without a general exception as to matters of survey; and (iii) any exceptions in the lender’s title insurance policy relating to matters of survey are acceptable to Lender and its counsel.

Title Insurance. With respect to each mortgage, deed of trust, and security deed that secures repayment of the Loan, an extended coverage loan policy of title insurance with such endorsements as Lender may reasonably require, issued by a title insurance company acceptable to Lender and in a form, amount, and content satisfactory to Lender. If the loan policy of title insurance is not available at closing, Lender may accept a binding commitment from the title insurance company to issue the policy upon the payment of the required premium and satisfaction of the conditions set forth in the commitment. Unless Lender agrees otherwise, the lender’s loan policy must insure (or, in the case of a commitment, agree to insure) that the title to the Real Property is marketable and that Lender’s Security Instrument encumbering the Real Property is, or will be when it is recorded, a valid first priority lien on the fee simple estate of the owner of the Real Property, free and clear of all defects, liens (including liens for work performed or materials delivered), encumbrances, and exceptions, except those specifically approved by Lender in writing. Unless Lender otherwise agrees, Lender’s first priority lien on the Real Property and in any improvements located or to be constructed on the Real Property must be insured as superior to any and all mechanics’ liens and materialmen’s liens which may be filed in the future relative to the Real Property and the improvements thereon. Borrower shall bear all costs relating to the issuance of the title insurance loan policy, including all title examination fees; title update fees; and title insurance commitment fees, premiums, and endorsement fees. Borrower shall also deliver to Lender at Borrower’s expense copies of all restrictions, easements, covenants, declarations, rights of way, and any other documents that are or will be listed as exceptions in Lender’s title insurance policy.

Soil Report. A soil report for the Real Property prepared by a registered engineer satisfactory to Lender stating that the Real Property is free from soil or other geological conditions that would preclude its use or development as contemplated without extra expense for precautionary, corrective, or remedial measures.

Zoning. Evidence satisfactory to Lender that the Real Property is duly and validly zoned for its intended use.

Utility Services. Evidence satisfactory to Lender that all utility services appropriate to the intended use of the Real Property are available at the boundaries of the Real Property.

Assessment of Property. Evidence satisfactory to Lender that the Real Property is and will continue to be assessed and taxed as an independent parcel by all relevant governmental authorities.

Compliance with Governing Authorities. Evidence satisfactory to Lender that the Real Property conforms to and complies with the requirements of all the easements, covenants, conditions, restrictions, reservations, building laws, regulations, zoning ordinances, and federal, state, and local requirements affecting the Real Property.

Leases. Copies of all leases that affect or will affect the Real Property. Unless Lender otherwise agrees, Lender’s lien on the Real Property must have priority over the rights of (i) all tenants under any lease arrangement, (ii) all parties in possession of the Real Property, and (iii) any other person or entity claiming any possessory right to any portion of the Real Property. Accordingly, prior to the Loan closing and at any time or times thereafter, Lender shall have the right to require from each such person or entity a tenant estoppel certificate and either (i) a tenant subordination agreement; or (ii) a subordination, nondisturbance, and attornment agreement. Lender reserves the right to determine which document(s) Lender will require in each situation. The terms and conditions of the documents must be satisfactory to Lender.

Environmental Property Assessment. Evidence satisfactory to Lender that the Real Property complies with all applicable Environmental Laws. Borrower and/or a consultant acceptable to Lender will be required to complete an environmental questionnaire and certification attesting to the satisfactory environmental condition of the Real Property and certifying that Borrower and, to the extent of Borrower’s knowledge, information, and belief, all current and prior occupants and owners of the Real Property, have complied with, and are complying with, all applicable Environmental Laws. Following Lender’s review of the questionnaire and certification, Lender may require additional testing at Borrower’s expense, including, but not limited to, an environmental site assessment and/or investigation. Lender shall determine the scope of any site assessment or investigation. If the Real Property contains improvements that were built before 1980 and renovation or demolition work of such improvements is proposed, an Asbestos Survey must be included in the scope of the work of the environmental assessment. Any environmental assessment completed by outside consultants must adhere to the United States Environmental Protection Agency’s then current “All Appropriate Inquiry” Rule. If the Real Property is found to contain, or suspected to contain, underground storage tanks, Lender may require verification satisfactory to Lender that all environmental requirements have been met. During the term of the Loan, Lender may require at Borrower’s expense such updated appraisals and environmental assessments as Lender deems reasonably necessary. Lender may require Borrower to execute an environmental indemnity agreement satisfactory to Lender.

ENVIRONMENTAL COVENANTS. Borrower covenants and agrees with Lender as follows:

Environmental Compliance. Borrower shall ensure that the Real Property complies with all applicable Environmental Laws during the term of the Loan. Neither Borrower nor any owner, tenant, contractor, agent, or other authorized user of any of the Real Property shall cause or permit (i) the installation, storage, treatment, generation, manufacture, or use of Hazardous Substances on, under, about, or from any of the Real Property in violation of Environmental Laws or any other applicable law, regulation, or ordinance; or (ii) the disposal, discharge, or release of Hazardous Substances on, under, about, or from any of the Real Property. The Real Property shall at all times (i) comply with all applicable Environmental Laws, (ii) remain free and clear of any liens imposed pursuant to any Environmental Laws, and (iii) comply with all required licenses and permits necessary for the Real Property to comply with all applicable Environmental Laws.

Notices. Borrower shall (i) notify Lender of any material change in the activities or operations conducted on the Real Property; (ii) give Lender prompt written and oral notice if Borrower receives any notice with regard to Hazardous Substances on, under, about, or affecting any of the Real Property; and (iii) provide to Lender, and have an ongoing obligation to provide to Lender, copies of all information in its possession, under its control, or available to it concerning the environmental condition of the Real Property and property adjacent to the Real Property.

Remediation. Borrower shall at Borrower’s expense conduct and complete (i) all investigations, sampling, and testing required by Lender; and (ii) all remedial, removal, and other actions necessary to clean up and remove all such Hazardous Substances on, under, about, or affecting any of the Real Property in accordance with all applicable Environmental Laws.

Lender’s Rights. If Lender at any time reasonably determines that there is existing or threatened contamination of the Real Property, Lender may (i) require additional or substitute Collateral for the Loan; (ii) declare the Loan in default and, subject to any obligation Lender has to give Borrower notice of default and any right Borrower has to cure the default, accelerate the Indebtedness and declare the Loan immediately due and payable in full; and/or (iii) take any other action permitted under the terms of this Agreement or the Related Documents. In addition, Lender may take any other legal or equitable action and advance such sums as it deems necessary or appropriate to prevent or remedy any activity, operation, or occurrence on or about the Real Property that constitutes or may constitute a breach of this Agreement and/or to prevent or remedy the disposal, discharge, or release or the threatened disposal, discharge, or release of Hazardous Substances on, under, about, or from the Real Property.

INSURANCE REQUIREMENTS.

Required Insurance. In addition to title insurance and unless waived by Lender in writing, Borrower shall obtain and maintain for the term of the Loan insurance policies of the kinds described in this section. Each policy must (i) be issued by an insurance company acceptable to Lender; (ii) insure against such risks, provide such coverage, include such endorsements, and be written in such amounts as Lender may reasonably require; (iii) identify Lender and its successors and assigns as an additional insured or loss payee, as Lender may require; (iv) include a stipulation that coverage will not be cancelled or diminished without at least ten (10) days prior written notice to Lender; and (v) include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission, or default of Borrower or any other person. Borrower shall provide Lender with a copy of each insurance policy or evidence thereof that is satisfactory to Lender. Lender may require that the insurance policies include the following:

Insurance Reports. At Lender’s request, Borrower shall provide Lender reports on each existing insurance policy showing such information as Lender may reasonably request, including, without limitation, the following: (i) the name of the insurer; (ii) the risks insured; (iii) the amount of the policy; (iv) the properties insured; (v) the then-current property values on the basis of which insurance has been obtained; (vi) the manner of determining those values; and (vii) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.

Failure to Maintain Required Insurance. If Lender determines at any time during the term of the Loan that any required insurance is not in force or that the policy is in an amount less than required by Lender and Borrower fails to purchase the required insurance or correct any deficiencies within forty-five (45) days after notice of the deficiency, Lender may purchase the required insurance on Borrower’s behalf and charge Borrower the cost of the premiums and fees incurred in purchasing the insurance. If Lender decides to purchase or replace insurance on Borrower’s behalf and Lender or one of Lender’s related entities sells the required insurance, the replacement insurance may be purchased by Lender from Lender or Lender’s related entity. Such lender-placed coverage may be substantially more expensive than a policy obtained by Borrower, may not cover Borrower as an insured, may not cover Borrower’s equity, and may not provide the same scope of coverage as a policy obtained by Borrower. Lender or one of Lender’s affiliates may be paid a commission for placement of the lender-placed coverage, if applicable.

DAMAGE OR DESTRUCTION; APPLICATION OF INSURANCE PROCEEDS. Subject to any different arrangement that may apply as a consequence of a subordination, nondisturbance, and attornment agreement between Lender, the owner of the Real Property, and any tenant occupying all or any portion of the Real Property, if any of the Real Property is damaged or destroyed by casualty of any nature before the Indebtedness is paid in full, then Borrower shall use funds other than Loan Proceeds to restore the Real Property promptly to the condition in which it was before such damage or destruction occurred. The Security Instruments may contain provisions that permit Lender, at its option, to receive and retain any insurance proceeds payable with respect to any loss or damage to the Real Property and to apply the insurance proceeds to the reduction of Indebtedness, the payment of any lien affecting the Real Property, or the restoration, repair, or replacement of the damaged Real Property. In the administration of this Loan, Lender agrees that, provided the insurance proceeds are paid to Lender and all of the following conditions are continuously met, the insurance proceeds shall be deposited in a special escrow account (the “Insurance Escrow Account”) under Lender’s exclusive control to be applied by Lender to the restoration, repair, or replacement of the damaged Real Property:

Any funds remaining in the Insurance Escrow Account after the restoration, repair, or replacement of the damaged Real Property may be applied by Lender toward the satisfaction of the Indebtedness (regardless of whether it is then payable) or the obligations of the owner of the Real Property under the deed of trust or other Security Instrument. The application of insurance proceeds toward the satisfaction of the Indebtedness shall not extend or postpone the due date of payments due under the terms of the Note or Related Documents, and shall also not trigger any prepayment penalties.

In the event of a foreclosure of the Security Instrument encumbering all or any portion of the Real Property, a deed in lieu of foreclosure, or any other transfer of title in satisfaction of any indebtedness or obligation secured by the Real Property, all of Borrower’s right, title, and interest in and to any insurance policies then in force with respect to the Real Property foreclosed or transferred, and any insurance proceeds resulting from loss or damage to such Real Property which occurred prior to such foreclosure or transfer, shall pass to Lender or Lender’s grantee or to the purchaser of such Real Property, as the case may be.

LIMITATION OF LENDER’S RESPONSIBILITY. Each survey, inspection, report, and appraisal requested or required by Lender under this Agreement or made by, on behalf of, or for the benefit of Lender in connection with the Loan shall be solely for Lender’s own use and protection and not for the benefit or the protection of Borrower or any other person or entity, unless the same is certified to Borrower. Borrower acknowledges and agrees that (i) Lender makes no warranty or representation as to the accuracy, completeness, or sufficiency of any such survey, inspection, report, or appraisal; (ii) no other person or entity may rely upon any such survey, inspection, report, or appraisal; and (iii) Borrower will not rely upon any such survey, inspection, report, or appraisal, unless the same is certified to Borrower. Such surveys, inspections, reports, and appraisals do not constitute any assurance or representation to Borrower or to any other person or entity as to (i) the value or condition of any property; (ii) the quality or quantity of work performed, materials used, or construction completed; or (iii) compliance with plans, specifications, Environmental Laws, building restrictions, ordinances, restrictive covenants, building codes, zoning laws, or other legal requirements.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender that (i) as of the date of this Agreement; (ii) as of the date of any renewal, extension, or modification of the Loan; and (iii) at all times any Indebtedness exists:

Authority to Do Business. Ballantyne Strong, Inc. is duly incorporated in Delaware, validly existing, in good standing, and duly authorized to transact business in Delaware, and in each other state in which Borrower is doing business, except where failure to do so would not have a material adverse effect on its business, having made all necessary filings and obtained all necessary governmental licenses, permits, and approvals, except where failure to do so would not have a material adverse effect on its business. Digital Ignition, LLC is duly organized in Georgia, validly existing, in good standing, and duly authorized to transact business in Georgia, and in each other state in which Borrower is doing business, except where failure to do so would not have a material adverse effect on its business, having made all necessary filings and obtained all necessary governmental licenses, permits, and approvals, except where failure to do so would not have a material adverse effect on its business. Each Borrower has the full power and authority to own Borrower’s assets and to transact all businesses in which Borrower is presently engaged or presently proposes to engage.

Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. If Borrower currently operates or does business under any assumed name, the following is a complete list of the assumed business names under which Borrower currently does business: NONE.

Authorization. Borrower’s execution, delivery, and performance of this Agreement and all of the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under any provision of (i) Borrower’s organizational documents, if Borrower is an entity; (ii) any documents that govern, regulate, or limit Borrower’s business activities or affairs; (iii) any agreement or other instrument binding upon Borrower; (iv) any applicable law or governmental regulation; or (v) any court decree or order applicable to Borrower or to Borrower’s assets.

Financial Information. Each of Borrower’s financial statements supplied to Lender truly and completely discloses Borrower’s financial condition in all material respects as of the date of each such statement, and there has been no material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.

Assets. Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender and approved by Lender in writing, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to the Collateral free and clear of all liens and Security Interests and has not executed any security documents or financing statements relating to such assets. All of Borrower’s assets are titled in Borrower’s legal name, and Borrower has not used, or been named as a “debtor” in any financing statement under, any other name within the last five (5) years.

Hazardous Substances. Except as previously disclosed to and approved by Lender in writing, Borrower, to Borrower’s actual knowledge, represents and warrants that (i) during the period of Borrower’s ownership or occupancy of the Real Property, there has been no use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any Hazardous Substance by any person on, under, about, or from any of the Real Property in violation of applicable Environmental Laws; (ii) Borrower has no knowledge of, or reason to believe that there has been, any violation of any Environmental Laws or any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any Hazardous Substance on, under, about, or from the Real Property by any current or prior occupant or owner of any of the Real Property in violation of applicable Environmental Laws; and (iii) Borrower has no knowledge of, or reason to believe that there exists, any threatened or pending claim, action, investigation, or proceeding seeking to enforce any right or remedy against Borrower, the Real Property, or any current or prior occupant or owner of any of the Real Property under any Environmental Laws. The representations and warranties contained in this section are based on Borrower’s due diligence in investigating the Real Property for hazardous waste and Hazardous Substances.

Litigation and Claims. Other than as has been previously disclosed to and approved by Lender in writing, no litigation, claim, investigation, administrative proceeding, or similar action (including those for unpaid taxes) against Borrower is pending or threatened in writing which may have a material effect on Borrower’s financial condition to perform under the Loan, and no other event has occurred which may have a material adverse effect on Borrower’s ability to perform under the Loan.

Taxes. To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments, and other governmental charges have been paid in full, except those which are presently being, or are going to be, contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

Lien Priority. Except as previously disclosed to and approved by Lender in writing, Borrower has not entered into or granted any Security Instruments or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral that would be prior to, or that may in any way be superior to, Lender’s Security Interests and rights in and to the Collateral.

Binding Effect. This Agreement, the Note, and all Related Documents are binding upon the signers thereof and their respective successors, representatives, and assigns, and are legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, until the Indebtedness is paid in full, Borrower will:

Evidence of Authority. Provide to Lender such properly certified resolutions, authorizations, documents, and instruments as Lender may reasonably request from time to time, including, for example, resolutions that (i) authorize the acquisition of the Real Property, the obtaining of the Loan, the encumbrance of Borrower’s assets to secure the Loan, and the execution of this Agreement, the Note, and the other Related Documents; (ii) designate those persons authorized to sign and deliver this Agreement, the Note, and the Related Documents on behalf of Borrower; and (iii) ratify and confirm actions previously taken by or on behalf of Borrower.

Loan Fees and Expenses. Pay upon demand (i) all Loan closing costs; (ii) all Loan fees; (iii) all title examination fees, title insurance premiums, appraisal fees, survey costs, inspection fees, filing and recording fees, and filing and recording taxes (including recordation, intangible, mortgage, and documentary stamp taxes); and (iv) all out-of-pocket expenses incurred by Lender in connection with the preparation of Loan documents, the making of the Loan, and the management and oversight of the Loan, including Lender’s reasonable attorneys’ fees for Lender’s outside counsel.

Taxes, Liens, and Claims of Lien. Pay and discharge when due and before they become delinquent all of Borrower’s indebtedness and obligations of every kind and nature, including, without limitation, all taxes, assessments, governmental charges, levies, and claims that, if not paid, are or might become a lien, claim of lien, or charge upon all or any portion of the Collateral, the Real Property, the Improvements, Borrower’s Funds, or any of Borrower’s assets, income, or profits. If the indebtedness, obligation, tax, assessment, charge, levy, or claim does become a lien, claim of lien, or charge upon all or any portion of the Collateral, the Real Property, the Improvements, Borrower’s Funds, or any of Borrower’s assets, income, or profits, then Lender may demand that Borrower take such action or actions as may be necessary to remove or satisfy the lien, claim of lien, or charge if Lender reasonably believes that the lien, claim of lien, or charge has or may have (i) priority over Lender’s Security Interest in any Collateral, or (ii) an adverse effect on Lender’s orderly administration of the Loan. If Borrower fails to remove any such lien, claim of lien, or charge within thirty (30) days thereafter, then Lender may (i) pay such lien, claim of lien, or charge from funds deposited by Borrower with Lender as provided in this section; (ii) pay such lien, claim of lien, or charge as an expense on Borrower’s behalf, in which case the payment will be considered an expense paid by Lender that is subject to the section of this Agreement entitled “Lender’s Expenditures”; (iii) contest the validity of the lien, claim of lien, or charge, in which case Borrower shall pay all costs and expenses of such contest, including Lender’s reasonable attorneys’ fees; or (iv) take or refrain from taking such other actions as Lender believes to be in Lender’s interest.

Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any such agreement.

Compliance Certificates. If requested in writing by Lender, provide Lender (no more than quarterly) with a compliance certificate signed by Borrower’s chief financial officer or some other officer or person acceptable to Lender. The compliance certificate shall certify that the representations and warranties set forth in this Agreement and the Related Documents are true and correct as of the date of the certificate and that, as of the date of the certificate, no Event of Default exists under this Agreement or the Related Documents.

Notices of Claims and Litigation. Promptly inform Lender in writing of (i) all material adverse changes in Borrower’s financial condition; and (ii) all existing and all threatened litigation, claims, investigations, administrative proceedings, or similar actions affecting the Real Property, any Collateral, Borrower, or the owner of any Collateral which could have a material adverse effect on the Real Property, any Collateral, or the financial condition of Borrower.

Additional Assurances. Make, execute, and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, corrective instruments, documents, and other agreements as Lender or its counsel may reasonably request to evidence and secure the Loan, to perfect all Security Interests in the Collateral and Improvements, and to correct any deficiencies or errors in this Agreement or the Related Documents.

COVENANTS REGARDING FINANCIAL INFORMATION. Borrower covenants and agrees with Lender that, until the Indebtedness is paid in full, Borrower will:

Financial Records. Maintain Borrower’s books and records in accordance with GAAP, applied on a consistent basis (except as may be disclosed therein or in the notes thereto), and permit Lender to examine and audit Borrower’s books and records upon prior notice and at all reasonable times.

Financial Statements and Related Information. Furnish Lender with such financial statements and other related information at such frequencies and in such detail as Lender may reasonably request, including, but not limited to, the following:

Annual Financial Statements of Borrower. A full and complete signed copy of financial statements, prepared by certified public accountants reasonably acceptable to Bank, which shall include a balance sheet of the Borrower, as at the end of such year, and statement of profit and loss of the Borrower reflecting the results of its operations during such year, bearing the opinion of such certified public accountants and prepared on a compiled basis in accordance with generally accepted accounting principles, consistently applied (except as may be disclosed therein or in the notes thereto), which obligation shall be deemed satisfied upon the public filing of Ballantyne Strong, Inc.’s Annual Report on Form 10-K through the EDGAR system maintained by the SEC;

Borrower’s Rent Roll. Borrower shall deliver to the Bank at such times as the Bank shall request a rent roll for the Real Property, in form acceptable to the Bank, listing all tenants and occupants and describing all of the Leases;

Tax Returns of Borrower. Promptly after filing with the IRS (taking into account any extensions filed), a full and complete signed copy of all federal and other governmental tax returns and all schedules relating thereto, for Borrower.

Additional Information and Statements. Such additional information and statements, lists of assets and liabilities, aging of receivables and payables, inventory schedules, budgets, forecasts, tax returns, and other reports with respect to Borrower’s financial condition and business operations as Lender may reasonably request from time to time.

All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis (except as may be disclosed therein or in the notes thereto), and certified by Borrower as being true and correct.

FINANCIAL COVENANTS AND RATIOS. Borrower covenants and agrees with Lender that, until the Indebtedness is paid in full, Borrower will comply with the following financial covenants and ratios:

Ballantyne Strong Inc.’s Maximum Debt/Tangible Net Worth Ratio. Ballantyne Strong Inc. shall maintain a ratio of debt/tangible net worth that does not exceed 3.00 to 1.00. The ratio “debt/tangible net worth” means total liabilities divided by tangible net worth. “Tangible net worth” means the book value of total assets, (i) minus the book value of all intangible assets (i.e., goodwill, trademarks, patents, copyrights, organizational expenses, and similar intangible items) other than leaseholds and leasehold improvements, and (ii) minus total liabilities. This ratio will be evaluated no less frequently than annually.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that, until the Indebtedness is paid in full, Borrower will not do any of the following without first obtaining Lender’s prior written consent:

Continuity of Operations. (i) convert to a different kind of business entity; or (ii) cease operations, liquidate, or dissolve.

Sale, Transfer, or Lease of Collateral. Sell, transfer, or lease any Collateral, except for the sale or lease of inventory in the ordinary course of business.

Liens on Collateral. Create, or allow to be created, any lien or charge upon the Collateral or the Improvements, other than Permitted Liens.

Change of Ownership. Have any material change in the ownership of Borrower. A change in ownership is “material” if it involves, in the aggregate, the sale, transfer, or conveyance without Lender’s prior written consent of more than twenty-five percent (25%) of the voting stock, partnership interests, or limited liability company interests, as the case may be, of a corporation (other than a publicly traded corporation), partnership, limited partnership, or limited liability company.

Agreements. Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower’s obligations under this Agreement or in connection herewith.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender shall have a right of setoff with respect to all of Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower may open in the future. However, this does not include any IRA, Keogh, or trust accounts for which setoff is prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this section. Borrower further authorizes Lender to exercise its right of setoff one or more times to collect any past due payment, any sums then payable, or the entire unpaid outstanding balance of the Indebtedness if the Loan is then due and payable in full. However, Lender shall not exercise its right of setoff under this section unless and until an Event of Default shall have occurred.

INCREASE IN INTEREST RATE IF DEPOSIT ACCOUNT RELATIONSHIPS NOT ESTABLISHED AND MAINTAINED. The interest rate for the Loan is a competitive rate based, at least in part, on Borrower’s assurance and Lender’s expectation that Digital Ignition, LLC, will establish and maintain its primary business deposit account with Lender. Only Digital Ignition, LLC is required to establish and maintain its primary business deposit account with Lender. Borrower warrants and represents to Lender that Digital Ignition, LLC (i) either currently maintains its primary business deposit account with Lender or will establish its primary business deposit account with Lender before Lender funds the Loan, and (ii) will continuously maintain its primary business deposit account with Lender, at least until the Indebtedness is paid in full. If Digital Ignition, LLC ceases for any reason to establish and continuously maintain its primary business deposit account with Lender as required by this section, Lender will, after first giving Borrower at least ten days prior written notice (during which ten day period Borrower may remedy the oversight), increase the rate that interest will accrue on the outstanding principal balance of the Loan to a higher interest rate by adding 300 basis points (3.00 percentage points) to the interest rate that would otherwise apply to the Loan from time to time. In addition, if the interest rate is increased pursuant to the previous sentence, then Lender may increase the required periodic payment amount during such time in which an increased interest rate is in effect in order to maintain a substantially similar amortization schedule. In the absence of manifest error or bad faith, Lender’s determination of the following shall be conclusive: (i) whether Digital Ignition, LLC has established its primary business deposit account with Lender and thereafter continuously maintained its primary business deposit account with Lender, (ii) the interest rate that will apply to the Loan if Digital Ignition, LLC fails to establish and continuously maintain its primary business deposit account with Lender, and (iii) the required periodic payment amount following any increase in the interest rate.

Digital Ignition, LLC shall deposit One Million Five Hundred Thousand Dollars ($1,500,000) into the business deposit account on or before the date of this Agreement.

DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:

Payment Default. The Loan or the Indebtedness is not paid and performed within 10 days after due or is otherwise in default.

Default under Related Documents. The occurrence of an event or condition that constitutes a default under the terms of the Note, any of the Security Instruments, or any of the other Related Documents.

Default under Other Loan. Borrower defaults under any other loan, extension of credit, or obligation owed to Lender.

Other Defaults. Borrower fails to keep, perform, observe, or comply with any covenant, agreement, term, or condition that Borrower is required to keep, perform, observe, or comply with under provisions of this Agreement, any of the Related Documents, or any other agreement between Lender and Borrower.

Default in an Obligation Owed to a Third Party. Borrower or any owner of Collateral defaults under any loan, extension of credit, security instrument, guaranty, purchase or sales agreement, or any other agreement in favor of any other creditor or person that may have a material adverse effect on (i) Borrower’s ability to repay the Loan; (ii) the financial condition of Borrower or the owner of any Collateral; (iii) the ability of Borrower or any owner of Collateral to perform their respective obligations under this Agreement or any of the Related Documents; or (iv) any of the Collateral.

False Statements. Any warranty, representation, or statement made or furnished to Lender by or on behalf of Borrower or the owner of any Collateral under this Agreement or the Related Documents (i) is false or misleading in any material respect, either now or at the time made or furnished, or (ii) becomes false or misleading in any material respect at any time thereafter.

Ineffectiveness of Agreements; Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any Security Instrument to create a valid and perfected Security Interest possessing the priority required by this Agreement or the Related Documents) at any time or for any reason.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession, or any other method, by any creditor or any governmental agency against any Collateral, or the garnishment of any account Borrower maintains with Lender or any of Lender’s subsidiaries or affiliates, including any deposit account or securities account. However, this Event of Default shall not apply if (i) there is a good faith dispute as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding, and (ii) Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond protecting Lender from any claim or loss resulting from the creditor or forfeiture proceeding in an amount determined by Lender as being an adequate reserve or bond for the dispute.

Actual or Threatened Contamination. The actual or threatened (i) installation, storage, treatment, generation, manufacture, or use of Hazardous Substances on, under, or about any of the Real Property in violation of Environmental Laws or any other applicable law, regulation, or ordinance; or (ii) disposal, discharge, or release of Hazardous Substances on, under, about, or from any of the Real Property.

EFFECT OF AN EVENT OF DEFAULT; NOTICE AND OPPORTUNITY TO CURE. In the administration of the Loan and the enforcement of the Related Documents, the following provisions will apply notwithstanding contrary provisions in this Agreement or the Related Documents:

Remedies. Upon the occurrence of any Event of Default that remain uncured beyond the appliable cure periods and at any time thereafter until the cure thereof, Lender may, at its option, but without any obligation to do so, and in addition to any other rights Lender may have, do any one or more of the following: (i) cancel this Agreement; (ii) institute appropriate proceedings to enforce the performance of this Agreement; (iii) withhold further disbursements of Loan Proceeds; (iv) expend funds necessary to remedy the default; (v) accelerate the maturity of the Note and/or Indebtedness and demand payment of all sums due under the Note and/or Indebtedness; (vi) bring an action on the Note and/or Indebtedness; (vii) foreclose Lender’s Security Instruments, if any, in any manner available under law; and (viii) exercise any other right or remedy which it has under this Agreement, the Note, or other Related Documents, or which is otherwise available at law or in equity or by statute.

Interest after Default. If an Event of Default occurs under this Agreement or any of the Related Documents, Lender’s risk of not being paid what Lender is owed increases. To compensate Lender for this risk and to discourage default, the Note may include a provision (a “Default Rate Provision”) that permits Lender to increase the interest rate on the Note following the occurrence of an Event of Default. In the interpretation and application of each such Default Rate Provision, Lender may increase the interest rate one or more times to a rate or rates (each a “Default Rate”) that Lender determines, not to exceed the lesser of (i) the maximum Default Rate permitted under the terms of the Default Rate Provision, or (ii) the maximum rate allowed by applicable law. However, Lender will not increase the interest rate to a Default Rate without first giving Borrower at least ten (10) days prior written notice of the occurrence of the Event of Default and of Lender’s intent to increase the interest rate pursuant to the Default Rate Provision, during which ten (10) day period Borrower may cure the default and thereby avoid an increase in the interest rate to Default Rate. Notwithstanding, if Borrower cures the event of default, the interest rate will revert to the rate described in Section 1 above.

Notice and Opportunity to Cure before Acceleration. If an Event of Default occurs under this Agreement or any of the Related Documents, Lender will not accelerate the Indebtedness and demand payment of the Loan in full without first giving such notice of default and opportunity to cure as is provided for in the Note or as is otherwise required by law. Notwithstanding the foregoing, following the occurrence of an Event of Default, Lender may take actions other than accelerating the Indebtedness in order to protect its interests without first giving notice or the opportunity to cure, including, but not limited to, requiring tenants to make rental payments directly to Lender, and/or exercising Lender’s right of setoff one or more times to collect delinquent Loan payments.

Relationship to State Law. Notwithstanding the foregoing or any other provision of this Agreement and/or the Related Documents, if any provision of applicable law requires that Borrower be granted a longer notice period or a greater opportunity to cure, that provision of law shall control; provided, however, that the applicable notice period set forth in this Agreement or the Related Documents shall run concurrently with the notice period required by law.

LENDER’S EXPENDITURES. If (i) any action or proceeding is commenced or any lien or claim of lien is asserted that could materially affect Lender’s interest in any of the Collateral, or (ii) Borrower fails to comply with any provision of this Agreement or any Related Document, including, but not limited to, Borrower’s failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Document, then Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender reasonably deems appropriate, including, but not limited to, discharging or paying all taxes, liens, claims of lien, security interests, encumbrances, and other claims at any time levied or placed on any Collateral and paying all costs for insuring, maintaining, and preserving any Collateral. All such reasonable expenses actually incurred or paid by Lender will (i) be considered expenses incurred for the preservation of the Collateral, (iii) become part of the Indebtedness, (iii) bear interest at the rate charged under the Note from and including the date incurred or paid by Lender to the date of repayment by Borrower, and (iv) be secured by the Security Instruments. All such expenses incurred or paid by Lender will, at Lender’s option, (i) be payable on demand, (ii) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due over the remaining term of the Note, or (iii) be added to the balance of the Note and be treated as a balloon payment which will be due and payable at the Note’s maturity.

INDEMNIFICATION OF LENDER. Borrower agrees to indemnify, defend, and hold Lender and its officers, directors, employees, and agents harmless from and against any and all claims, suits, obligations, damages, losses, costs, expenses (including, without limitation, reasonable attorneys’, architect’s, and engineering fees), demands, liabilities, penalties, fines, and forfeitures of any nature whatsoever and whenever made that may be asserted against or incurred by Lender or its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by, (i) this Agreement or the Related Documents; (ii) a breach by Borrower of this Agreement or the Related Documents; (iii) the exercise of the rights and remedies granted Lender under this Agreement or the Related Documents; or (iv) the use, generation, manufacture, storage, disposal, release, or threatened release of a Hazardous Substance on, under, about, or from the Real Property in violation of applicable law. Borrower releases and waives any future claims against Lender and its officers, directors, employees, and agents for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any Environmental Law for the use, generation, manufacture, storage, disposal, release, or threatened release of a Hazardous Substance on, under, about, or from the Real Property. Lender shall have the right (i) to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the parties to this Agreement, or the Related Documents; and (ii) to appear in any action or proceeding to defend itself against such claims. Lender shall be entitled to settle or compromise any asserted claims against it, and such settlement shall be binding upon Borrower for purposes of this section. All related costs and expenses incurred by Lender (including reasonable attorneys’ fees incurred by Lender) shall be paid by Borrower to Lender. The provisions of this section of the Agreement shall survive the payment of the Indebtedness and the expiration, cancellation, or termination of this Agreement, and shall not be affected by Lender’s acquisition of any interest in any of the Real Property, whether by foreclosure or otherwise. However, in interpreting and applying this provision or any similar provision contained in any of the Related Documents that requires a Borrower to indemnify Lender and hold Lender harmless, the indemnity and hold harmless provision shall not be construed so as to require any Borrower to indemnify Lender or hold Lender harmless from or against Lender’s own gross negligence, willful misconduct, or wrongful acts.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

Amendments. This Agreement, together with the Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Force Majeure. If either Lender or Borrower is delayed, hindered, or prevented from performing any act required under this Agreement by reason of pandemic, war, governmental restrictions, civil commotion, shortage of labor or materials, strikes, fire, or any other reason beyond the control of the party obligated to perform, the performance of such act shall be excused for the period of delay, and the period for performance of any such act shall be extended one (1) day for each day in the period of delay. However, the provisions of this section shall not apply to Borrower’s obligations to pay make payments on the Loan or any other sums, monies, costs, charges, or expenses required by this Agreement or the Related Documents.

Attorneys’ Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s reasonable costs and expenses actually incurred in connection with the enforcement of this Agreement or the Related Documents, whether or not an action or claim is filed. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Lender’s costs and expenses include Lender’s reasonable attorneys’ fees and legal expenses incurred in connection with litigation, alternative dispute resolution proceedings, bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. However, to the extent this Agreement or the Related Documents require any Borrower to pay Lender’s attorneys’ fees following the occurrence of an Event of Default, Lender will be permitted to recover its attorneys’ fees only to the extent they are reasonable in amount and are actually incurred by Lender, without regard to any statutory presumption as to the amount of such attorneys’ fees or any percentage amount specified in the Related Documents.

Notices. Unless specifically provided otherwise in this Agreement or by law, any notice required or permitted by or in connection with this Agreement shall be in writing and shall be given by (i) hand delivery, (ii) prepaid overnight delivery service by any nationally recognized overnight courier, or (iii) certified or registered mail, return receipt requested, postage prepaid. Any notice to Borrower shall be addressed to Borrower at the Borrower’s address for notice purposes stated at the beginning of this Agreement, to Borrower’s most recent address as appears in Lender’s records, or to such other address as may hereafter be specified in a written notice from Borrower to Lender. Notice delivered to any one Borrower will be deemed delivery to each Borrower. Any notice to Lender shall be addressed to Lender at the Lender’s address for notice purposes stated at the beginning of this Agreement or to such other address as may be hereafter specified in a written notice from Borrower to Grantor. Any party may change its notification address by notifying the other party in writing of the new address. Notice shall be considered given and delivered as of the date of the hand delivery, one (1) business day after delivery to the overnight delivery service, or three (3) business days after the date of mailing, independent of the date of actual delivery or whether delivery is ever in fact made, as the case may be, provided the giver of notice can establish that notice was given as provided herein. A “business day” is any day other than a Saturday, Sunday, or a federal legal holiday.

Authority to File Notices. Borrower appoints and designates Lender as its attorney-in-fact to file for the record any notice that Lender deems necessary to protect its interest under this Agreement. This power shall be deemed coupled with an interest and shall be irrevocable while any sum or performance remains due and owing under this Agreement or any of the Related Documents.

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Governing Law. This Agreement will be governed by federal law and, to the extent not preempted by federal law, the laws of the state of North Carolina, without regard to its conflicts of law provisions.

Consent to Loan Sale/Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of the Loan or participation interests in the Loan to purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of the Loan or any participation interests in the Loan, as well as all notices of any repurchase of the Loan or such participation interests. Borrower also agrees that the purchasers of the Loan or any participation interests in the Loan will be considered as the absolute owners of their respective interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of the Loan or such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of the Loan or such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of the Loan or any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Collateral owner, shall constitute a waiver of any of Lender’s rights or of any of Borrower’s or any Collateral owner’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required.

Marshalling of Assets. To the extent permitted by law, Borrower waives the benefits of (i) all existing and future appraisal, homestead, valuation, stay, extension, reinstatement, and redemption laws relating to the Collateral; and (ii) any legal or equitable doctrine or principle of marshalling.

Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid, and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity, or enforceability of any other provision of this Agreement.

Successors and Assigns. All representations, warranties, covenants, and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower’s rights or obligations under this Agreement without Lender’s prior written consent.

No Fiduciary Relationship. The relationship between Lender and Borrower is solely that of lender and borrower. The Lender has no fiduciary or other special relationship with or duty to Borrower, and none is created by this Agreement or the Related Documents. Lender has no right to control the business, property, management, or operations of Borrower except as expressly provided in this Agreement and the Related Documents.

No Third-Party Beneficiaries. This Agreement is for the sole protection and benefit of Lender and Borrower. No other person or persons shall have any right of action on the basis of this Agreement or any right to the Loan Proceeds. Lender is not and shall not be obligated to exercise any right or power Lender has upon Borrower’s default under the terms of this Agreement or the Related Documents.

Survival of Warranties and Representations. Borrower understands and agrees that, in making the Loan, Lender is relying on all representations, warranties, covenants, and agreements made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further understands and agrees that regardless of any investigation made by Lender, all such representations, warranties, covenants, and agreements will survive the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as the Indebtedness is paid in full, or until this Agreement is terminated in the manner provided above, whichever is the last to occur.

Relationship to Related Documents. This Agreement is intended to supplement the Related Documents and should be construed, to the extent both reasonable and possible, in a manner consistent with the Related Documents. To the extent the provisions of this Agreement conflict with, and cannot be reconciled with, the provisions of the Related Documents (other than the Note), the provisions of this Agreement shall control. To the extent the provisions of this Agreement conflict with, and cannot be reconciled with, the provisions of the Note, the provisions of the Note shall control.

Interpretation. This Agreement is the result of negotiations between Borrower and Lender and their respective counsel. This Agreement shall not be applied, interpreted, or construed more strictly against a party because that party or that party’s counsel drafted this Agreement.

Execution in Counterparts. This Agreement and the Related Documents may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement, and in making proof of this Agreement or any Loan Document, it shall not be necessary to produce or account for more than one such counterpart.

Time is of the Essence. Time is of the essence in the performance of this Agreement.

DEFINITIONS. As used in this Agreement:

Agreement. The word “Agreement” means this Commercial Loan Agreement, as this Agreement may be amended or modified from time to time, together with all exhibits and schedules attached from time to time to this Agreement.

Borrower. The word “Borrower” means, collectively, the Borrowers identified at the beginning of this Agreement and, in addition, all other co-signers and co-makers who sign or assume the Note and all of their respective successors and assigns. Borrowers hereunder are jointly and severally liable for the Note and Loan.

Collateral. The word “Collateral” means all property and assets granted by Digital Ignition, LLC, as collateral security for the Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and regardless of the form in which it is granted. For the avoidance of doubt, “Collateral” shall not include any property or assets of Ballantyne Strong, Inc., or any of its subsidiaries other than Digital Ignition, LLC.

EBITDA. The word “EBITDA” means earnings before interest, tax, depreciation, and amortization.

Environmental Laws. The words “Environmental Laws” mean any and all state, federal, and local statutes, regulations, and ordinances relating to the protection of human health or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

Event of Default. The words “Event of Default” mean any of the events of default set forth in the section of this Agreement entitled “Default.”

Hazardous Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration, or physical, chemical, or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported, or otherwise handled. The words “Hazardous Substances” are used in their very broadest sense and include, without limitation, any and all hazardous or toxic substances, materials, or waste as defined by or listed under the Environmental Laws. The words “Hazardous Substances” also include, without limitation, petroleum and petroleum by-products or any fraction thereof, asbestos, and all flammable, explosive, or radioactive materials.

Improvements. The word “Improvements” means all buildings, structures, facilities, fixtures, additions, and similar construction on the Real Property, including, without limitation, grading, paving, landscaping, and all other work necessary to make the Real Property usable and complete for its intended purposes.

Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents (including all principal and interest), together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.

Lender. The word “Lender” means Community First Bank, and its successors and assigns.

Loan Proceeds. The words “Loan Proceeds” mean all disbursements of Loan principal made by Lender pursuant to this Agreement and the Related Documents.

Permitted Liens. The words “Permitted Liens” mean (i) liens and security interests in favor of Lender; (ii) liens for taxes, assessments, or similar charges either not yet delinquent or being contested in good faith; (iii) liens of materialmen, mechanics, warehousemen, or carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not yet delinquent and that do not become delinquent; (iv) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business; (v) liens and security interests to secure obligations incurred by an individual Borrower for personal, family, or household purposes; (vi) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by Lender in writing; and (vii) liens and security interests on Borrower’s assets (other than assets that constitute Collateral) which, in the aggregate, constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.

Related Documents. The words “Related Documents” mean all promissory notes (including the Note), loan agreements, Security Instruments, guaranties, indemnity agreements, environmental agreements, affidavits, verifications, and all other instruments, agreements, and documents executed in connection with the Loan, whether currently existing or created and executed in the future.

Security Instrument. The words “Security Instrument” mean and include, without limitation, any agreement, promise, pledge, assignment, covenant, arrangement, understanding, or other agreement, whether created by law, contract, or otherwise, that evidences, governs, represents, or creates a Security Interest. The words “Security Instrument” include, without limitation, security agreements, financing statements, mortgages, deeds of trust, security deeds, deeds to secure debt, assignments, pledges, negative pledge agreements, crop pledges, chattel mortgages, collateral chattel mortgages, chattel trusts, factor’s liens, equipment trusts, conditional sales, trust receipts, lien or title retention contracts, leases or consignments intended as security devices, or any other instrument that creates a security or lien interest.

Security Interest. The words “Security Interest” mean any interest in real or personal property that secures payment of the Indebtedness and/or performance under this Agreement and the Related Documents, whether created by law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand or caused this Agreement to be signed in its name by a person or persons duly authorized, all as of the date of this Agreement.

Exhibit 10.5

PROMISSORY NOTE

Community First Bank Loan # 501751

THIS PROMISSORY NOTE (this “Note”) is dated as of February 1, 2022. In this Note:

FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender, in collected funds or U.S. legal tender, the sum specified above as the Face Amount of this Note, together with interest accrued from the date hereof on the unpaid principal balance at the interest rate or rates per annum specified below, until paid in full. Borrower also promises to pay (i) late charges, prepayment penalties, and other fees and charges as specified herein, and (ii) the cost of all fees paid or to be paid to public officials for recording, perfecting, maintaining, canceling and/or releasing any security interest in any Collateral securing this Note. Interest is to be accrued and principal and interest are to be paid as follows:

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by a person or persons duly authorized, all as of the date of this Note.

Exhibit 10.6

SPACE ABOVE RESERVED FOR RECORDING INFORMATION

Return to: J. Michael Fields, Esq., Ward and Smith, P.A., PO Box 8088, Greenville, NC 27835-8088

DEED TO SECURE DEBT

THIS DEED TO SECURE DEBT dated February 1, 2022, is made and executed by Digital Ignition, LLC, a Georgia limited liability company, whose address for notice purposes is 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209 (“Grantor”); to Community First Bank, a state chartered bank whose address for notice purposes is 800 East Arrowood Road, Charlotte, NC 28217 (“Lender”).

GRANT OF DEED TO SECURE DEBT. FOR AND IN CONSIDERATION of the indulgence of Lender with respect to a certain past due debt of one or more of Borrowers and with respect to an additional extension of credit to Borrowers, and in order to further secure those obligations, Grantor hereby grants, bargains, conveys, transfers, assigns and sells to Lender all of Grantor’s right, title, and interest in and to the following described real property (the “Real Property”):

All that tract or parcel of land lying and being in Land Lots 839, 890 & 891, 2nd District, 1st Section, Forsyth County, Georgia, and being more particularly described as follows:

To find the point of beginning, commence at the southwest corner of Land Lot 890; thence along the Westerly line of Land Lot 890, N 01°09’49” E a distance of 552.21 feet to a point; thence S 65°57’30” W a distance of 160.11 feet to an iron pin found and the POINT OF BEGINNING; thence S 80°42’55” W a distance of 299.38 feet to an iron pin found on the Northeasterly right of way of Bluegrass Valley Parkway (right of way varies); thence along said right of way along a curve to the left, following the curvature thereof for an arc distance of 114.81 feet, said curve having a radius of 66.00 feet and being subtended by a chord of N 39°13’57” W 100.87 feet to an iron pin found; thence leaving said right of way N 00°45’13” E a distance of 682.90 feet to an iron pin found; thence S 74°34’10” E a distance of 387.04 feet to a 1 inch open top pipe found; thence N 53°07’57” E a distance of 230.56 feet to an iron pin found; thence S 61°56’45 E a distance of 68.84 feet to an iron pin found; thence N 69°36’55” E a distance of 236.28 feet to an iron pin found; thence S 03°04’24” E a distance of 135.87 feet to an iron pin found; thence S 14°17’50” W a distance of 292.83 feet to an iron pin found; thence S 03°26’58” W a distance of 194.77 feet to an iron pin found; thence S 80°30’22” W a distance of 0.14 feet to a point; thence S 65°57’30” W a distance of 291.71 feet to the POINT OF BEGINNING. Said tract contains 11.933 acres.

Together with the easements appurtenant to the subject property provided over the lands of others contained in the following:

a. Sewer Easement Agreement between Regent Land Holdings, LLC and Convergent Media Systems Corporation dated as of December 31, 2001 and recorded January 10, 2002 in Deed Book 2175, Page 199, aforesaid records; as amended by First Amendment to Easement Agreement by and between Convergent Media Systems, Corp., Legacy at Walton Bluegrass, LLC and Walton Bluegrass, LLC, dated as of May 26, 2015 and recorded June 5, 2015 in Deed Book 7401, Page 107, aforesaid records; and

b. Drainage Easement Agreement between Regent Land Holdings, LLC and Convergent Media Systems Corporation dated as of December 31, 2001 and recorded January 10, 2002 in Deed Book 2175, Page 207, aforesaid records; as amended by First Amendment to Easement Agreement by and between Convergent Media Systems, Corp and Walton Bluegrass, LLC dated as of May 26, 2015 and recorded June 5, 2015 in Deed Book 7401, Page 122; aforesaid records.

Less and except property conveyed by the following:

a.        Right of Way Warranty Deed from Metrolina Alpharetta, LLC, to Forsyth County, dated September 20, 2018, recorded October 1, 2018, in Deed Book 8689, Page 448, aforesaid records.

b. Petition for Condemnation styled Forsythe County, Georgia versus 4.911 Acres of Fee Simple Right of way; et al., being Civil Action File No. 19-CV-1584-2, filed September 11, 2019, aforesaid records, which case is pending.

TOGETHER WITH ANY AND ALL of the following: (i) all buildings, structures, irrigation systems/irrigation equipment and Improvements now or hereafter located on the real property or on any part or parcel thereof and all fixtures affixed or attached, actually or constructively, thereto; (ii) all and singular the tenements, hereditaments, easements and appurtenances belonging thereunto or in any wise appertaining thereto and the reversion and reversions, remainder or remainders thereof; (iii) all Rents accruing therefrom, whether now or hereafter due; (iv) all accounts and contract rights now or hereafter arising in connection with any part or parcel thereof or any buildings, structures or improvements now or hereafter located thereon, including without limitation all accounts and contract rights in and to all leases or undertakings to lease now or hereafter affecting the land or any buildings, structures, or improvements thereon; (v) all agricultural allotments and bases assigned to the real property or any part or parcel thereof under the programs of the U.S. Government, mineral and water rights in and to the real property or any part or parcel thereof, well water pumping permits pertaining to the real property or any part or parcel thereof, and all minerals, flowers, crops, trees, timber, shrubbery and other emblements now or hereafter located thereon or thereunder or on or under any part or parcel thereof; (vi) all estates, rights, title and interest therein, or in any part or parcel thereof; and (vii) all building materials, supplies, goods and equipment delivered thereto and placed thereon for the purpose of being affixed to or installed or incorporated or otherwise used in the buildings, structures or other improvements now or hereafter located thereon or any part or parcel thereof.

THIS DEED TO SECURE DEBT, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS, AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE WHICH HAS THE MATURITY DATE OF FEBRUARY 2, 2027 AND THIS DEED TO SECURE DEBT. IT IS THE INTENTION OF GRANTOR AND LENDER TO CREATE A PERPETUAL OR INDEFINITE SECURITY INTEREST IN THE REAL PROPERTY DESCRIBED IN THIS DEED TO SECURE DEBT PURSUANT TO O.C.G.A. 44-14-80 AND TO AGREE THAT TITLE SHALL NOT REVERT TO GRANTOR FOR A PERIOD OF TWENTY (20) YEARS FROM THE DATE OF THIS DEED TO SECURE DEBT. IN ADDITION TO ALL OTHER CONVEYANCES HEREIN, THE PERPETUAL OR INDEFINITE INTEREST HEREIN ESTABLISHED ALSO SECURES ALL LOANS, ACCOUNTS AND DEBTS, WHENEVER MADE AND IN WHATEVER FORM MADE, INCIDENT TO THE OPEN-END CLAUSE IN THIS DEED TO SECURE DEBT. HOWEVER, NOTHING IN THIS PARAGRAPH WILL IMPAIR LENDER’S RIGHTS TO COLLECTION OF THE INDEBTEDNESS AND FORECLOSURE OF THE SECURITY INTEREST IF THE INDEBTEDNESS IS NOT REPAID WHEN DUE.

THIS DEED TO SECURE DEBT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:

PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed to Secure Debt, Borrowers shall pay to Lender all amounts secured by this Deed to Secure Debt as they become due, Grantor shall strictly perform all of Grantor’s obligations under this Deed to Secure Debt, and Borrowers and Grantor shall strictly perform all of their respective obligations under the Related Documents.

POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor’s possession and use of the Property shall be governed by the following provisions:

Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents.

Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value.

Compliance with Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor’s ownership of the Property to Grantor’s actual knowledge, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no actual knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property in violation of any Environmental Laws; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor’s expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed to Secure Debt. Any inspections or tests made by Lender shall be for Lender’s purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor’s due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed to Secure Debt or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor’s ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Deed to Secure Debt, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed to Secure Debt and shall not be affected by Lender’s acquisition of any interest in the Property, whether by foreclosure or otherwise.

Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender’s prior written consent.

Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property that materially affect the value of the Real Property without Lender’s prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value.

Lender’s Right to Enter. Lender and Lender’s agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender’s interests and to inspect the Real Property for purposes of Grantor’s compliance with the terms and conditions of this Deed to Secure Debt.

Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans with Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender’s sole opinion, Lender’s interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.

Duty to Protect. Grantor agrees neither to abandon nor leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property.

DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender’s option, declare immediately due and payable all sums secured by this Deed to Secure Debt upon the future sale or transfer, without Lender’s prior written consent, of all or any part of the Property, or any interest in the Property. A “sale or transfer” means the conveyance of Property or any right, title or interest in the Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Property, or by any other method of conveyance of an interest in the Property. If any Grantor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Grantor. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Georgia law.

TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed to Secure Debt:

Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Deed to Secure Debt, except for those liens specifically agreed to in writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph.

Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender’s interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys’ fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.

Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property.

Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic’s lien, materialmen’s lien, or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements.

PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed to Secure Debt:

Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of thirty (30) days’ prior written notice to Lender and not containing any disclaimer of the insurer’s liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan.

Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender’s security is impaired, Lender may, at Lender’s election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Deed to Secure Debt. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed to Secure Debt, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness, and receipt of such payment shall not trigger any prepayment penalties. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor’s interests may appear.

Grantor’s Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property.

LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Property or if Grantor fails to comply with any provision of this Deed to Secure Debt or any Related Documents, including but not limited to Grantor’s failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Deed to Secure Debt or any Related Documents, Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity. The Deed to Secure Debt also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default.

WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed to Secure Debt:

Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, and (b) Grantor has the full right, power, and authority to execute and deliver this Deed to Secure Debt to Lender.

Defense of Title. Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor’s title or the interest of Lender under this Deed to Secure Debt, Grantor shall defend the action at Grantor’s expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender’s own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation.

Compliance with Laws. Grantor warrants that, to Grantor’s actual knowledge, the Property and Grantor’s use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities.

Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Deed to Secure Debt shall survive the execution and delivery of this Deed to Secure Debt, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor’s Indebtedness shall be paid in full.

CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed to Secure Debt:

Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation.

Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property, and receipt of such payment shall not trigger any prepayment penalties. The net proceeds of the award shall mean the award after payment of all reasonable attorneys’ fees and costs and expenses, including court costs that are incurred by Lender in connection with the condemnation.

IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed to Secure Debt:

Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Deed to Secure Debt and take whatever other action is requested by Lender to perfect and continue Lender’s security interest on the Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed to Secure Debt, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed to Secure Debt.

Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed to Secure Debt or upon all or any part of the Indebtedness secured by this Deed to Secure Debt; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed to Secure Debt; (3) a tax on this type of Deed to Secure Debt chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor.

Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed to Secure Debt, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender.

SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed to Secure Debt as a security agreement are a part of this Deed to Secure Debt:

Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time.

Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender’s security interest in the Rents and the Additional Collateral. In addition to recording this Deed to Secure Debt in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Deed to Secure Debt as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Additional Collateral from the Property. Upon default, Grantor shall assemble any Additional Collateral not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law.

Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Deed to Secure Debt may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed to Secure Debt.

FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed to Secure Debt:

Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender’s designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, Deed to Secure Debts, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor’s obligations under the Note and this Deed to Secure Debt, and (2) the liens and security interests created by this Deed to Secure Debt as liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph.

Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor’s expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor’s attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender’s sole opinion, to accomplish the matters referred to in the preceding paragraph.

FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Deed to Secure Debt, Lender shall execute and deliver to Grantor a suitable satisfaction of this Deed to Secure Debt and suitable statements of termination of any financing statement on file evidencing Lender’s security interest in the Rents and the Additional Collateral. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to time.

EVENTS OF DEFAULT. Each of the following, at Lender’s option, shall constitute an Event of Default under this Deed to Secure Debt:

Payment Default. Borrowers or Grantor fail to make any payment within 10 days after due under the Indebtedness.

Default on Other Payments. Failure of Grantor within the time required by this Deed to Secure Debt to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien.

Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Deed to Secure Debt, Borrowers or Grantor fail to comply with or to perform any other term obligation, covenant or condition contained in any of the Related Documents, or Borrowers or Grantor fail to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrowers or Grantor, respectively.

Default in Favor of Third Parties. Should Borrowers or Grantor default under any loan, account, debt, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrowers’ or Grantor’s property or Borrowers’ ability to repay the Indebtedness or Borrowers’ or Grantor’s ability to perform Borrowers’ or Grantor’s respective obligations under this Deed to Secure Debt or in any of the Related Documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrowers or Grantor or on Borrowers’ or Grantor’s behalf under this Deed to Secure Debt or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Defective Collateralization. This Deed to Secure Debt or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

Insolvency. The dissolution or termination of Borrowers’ or Grantor’s existence as a going business, the insolvency of Borrowers or Grantor, the appointment of a receiver for any part of Borrowers’ or Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrowers or Grantor.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrowers or Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Borrowers’ or Grantor’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrowers or Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrowers or Grantor give Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Breach of Other Agreement. Any breach by Borrowers or Grantor under the terms of any other agreement between Borrowers or Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Borrowers or Grantor to Lender, whether existing now or later.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

LENDER’S REMEDIES AND POWER OF SALE. Upon the occurrence of an Event of Default, Lender shall have the following rights, powers, and remedies:

Accelerate Indebtedness. Lender, at Lender’s option and election and without notice to Grantor, may declare all or any portion of the Indebtedness to be immediately due and payable, whereupon the same shall be and shall become due and payable forthwith without presentment demand, protest or notice of any kind, all of which are expressly waived by Grantor.

Entry and Possession. Lender may enter upon the Property, or any part thereof, and take possession of the Property, excluding therefrom Grantor and all agents, employees and representatives of Grantor; employ a manager of the Property or any part thereof; hold, store, use, operate, manage, control, maintain and lease the Property or any part thereof; conduct business thereon; make all necessary and appropriate repairs, renewals, and replacements; keep the Property insured; and carry out or enter into agreements of any kind with respect to the Property.

Collection of Rents. Lender may collect and receive all Rents from the Property and apply the same to the Indebtedness, after deducting therefrom all costs, charges, and expenses of taking, holding, managing, and operating the Property, including the fees and expenses of Lender’s attorneys, and agents.

Payments. Lender may pay any sum or sums deemed necessary or appropriate by Lender to protect the Property or any part of the Property or Lender’s interest in the Property.

Other Remedies. Lender may exercise all rights and remedies contained in any of the Related Documents, heretofore, concurrently herewith or in the future executed by Grantor in favor of Lender in connection with the transactions resulting in the Indebtedness or any part thereof.

Appointment of Receiver. Lender may make application to any court and be entitled to the appointment of a receiver to take charge of the Property or any part thereof without alleging or proving, or having any consideration given to, the insolvency of Grantor, the value of the Property as security for the Indebtedness, or any other matter usually incident to the appointment of a receiver.

UCC Remedies. With respect to the Additional Collateral in which a security interest is herein granted, Lender may exercise any or all of the rights accruing to a secured party under this Deed to Secure Debt, the Uniform Commercial Code (Sections 11-9-101 et. seq. of the Ga. Code Annotated) and any other applicable law. Grantor shall, if Lender requests, assemble all such Additional Collateral and make it available to Lender at a place or places to be designated by Lender, which shall be reasonably convenient to Grantor and Lender. Any notice required to be given by Lender of a public or private sale, lease or other disposition of the Additional Collateral or any other intended action by Lender may be delivered personally to Grantor or may be deposited in the United States mail with postage prepaid duly addressed to Grantor at the address of Grantor last known to Lender at least five (5) business days prior to such proposed action, and shall constitute reasonable and fair notice to Grantor of any such action.

Power of Attorney; Power of Sale. Lender may sell the Property, or any part thereof or any interest therein, separately, at Lender’s discretion, with or without taking possession thereof, at public sale before the courthouse door of the county in which the Property, or any part thereof, is located, to the highest bidder for cash, after first giving notice of the time, place and terms of such sale by advertisement, published once a week for four weeks (without regard for the number of days) in a newspaper in which advertisements of sheriff’s sales are published in such county. The advertisement so published shall be notice to Grantor, and Grantor hereby waives all other notices. Lender may bid and purchase at any such sale, and Lender may execute and deliver to the purchaser or purchasers at any such sale a sufficient conveyance of the Property, or the part thereof or interest therein sold. Lender’s conveyance may contain recitals as to the occurrence of an Event of Default, under this Deed to Secure Debt, which recitals shall be presumptive evidence that all preliminary acts prerequisite to such sale and conveyance were in all things duly complied with. The recitals made by Lender shall be binding and conclusive upon Grantor, and the sale and conveyance made by Lender shall divest Grantor of all right, title, interest and equity that Grantor may have had in, to and under the Property, or the part thereof or interest therein sold, and shall vest the same in the purchaser or purchasers at such sale. Lender may hold one or more sales hereunder until the Indebtedness has been satisfied in full. Grantor hereby constitutes and appoints Lender as Grantor’s agent and attorney-in-fact to make such sale, to execute and deliver such conveyance and to make such recitals, and Grantor hereby ratifies and confirms all of the acts and doings of Lender as Grantor’s agent and attorney-in-fact hereunder. Lender’s agency and power as attorney-in-fact hereunder are coupled with an interest, cannot be revoked by insolvency, incompetency, death or otherwise, and shall not be exhausted until the Indebtedness has been satisfied in full. The proceeds of each sale by Lender hereunder shall be applied first to the costs and expenses of the sale and of all proceedings in connection therewith, including attorneys’ fees if applicable, then to payment of the Indebtedness, and the remainder, if any, shall be paid to Grantor. If the proceeds of any sale are not sufficient to pay the Indebtedness in full, Lender shall determine, at Lender’s option and in Lender’s discretion, the portions of the Indebtedness to which the proceeds (after deducting therefrom the costs and expenses of the sale and all proceedings in connection therewith) shall be applied and in what order the proceeds shall be so applied. Grantor covenants and agrees that, in the event of any sale pursuant to the agency and power herein granted, Grantor shall be and become a tenant holding over and shall deliver possession of the Property, or the part thereof or interest therein sold, to the purchaser or purchasers at the sale or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over.

Cumulative Remedies. All rights and remedies set forth in this Deed to Secure Debt are cumulative and in addition to any right or remedy provided for by statute, or now or hereafter existing at law or in equity, including without limitation the right of Lender to collect or enforce the Indebtedness with or without taking action with respect to the Property. Lender may, at Lender’s election and at Lender’s discretion, exercise each and every such right and remedy concurrently or separately. Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this Deed to Secure Debt or by any other writing, shall be cumulative and may be exercised singularly or concurrently.

Attorneys’ Fees; Expenses. If any part of the Indebtedness is collected by or with any assistance from or consultation with an attorney at law, Grantor shall pay to Lender Lender’s attorneys’ fees incurred in such collection. Whether or not any court action is involved, and to the extent not prohibited by law, all attorneys’ fees and all reasonable expenses Lender incurs that in Lender’s opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses whether or not there is a lawsuit, including attorneys’ fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors’ reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law.

NOTICES. Any notice required to be given under this Deed to Secure Debt, including without limitation any notice of default and any notice of sale shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Deed to Secure Debt. All copies of notices of foreclosure from the holder of any prior security interest which has priority over this Deed to Secure Debt shall be sent to Lender’s address, as shown near the beginning of this Deed to Secure Debt. Any party may change its address for notices under this Deed to Secure Debt by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor’s current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.

ADDITIONAL COLLATERAL; SECURITY AGREEMENT. Grantor hereby grants and conveys to Lender a Uniform Commercial Code security interest in the following additional collateral (collectively, the “Additional Collateral”), whether now owned or hereafter acquired by Grantor: (a) all Rents, (b) all building materials, supplies, inventory, equipment, fixtures, furnishings and/or other goods (but excluding any household goods) intended for use or used or usable in the construction, repair, renovation, operation or maintenance of improvements constructed or to be constructed on the Real Property, (c) all construction, engineering, and architectural contracts and all plans, drawings and specifications relating to the construction, repair or renovation of improvements on the Real Property, and (d) all attachments, accessories and accessions to any of the foregoing and all replacements of and proceeds from the foregoing. This instrument shall constitute a Security Agreement as to the Additional Collateral, and Lender shall have all of the rights with respect thereto of a secured party under the Uniform Commercial Code as enacted and amended from time to time in the state in which the Real Property is located. Lender is authorized to file at Grantor’s expense such financing statements and other filings as Lender shall deem appropriate to perfect and continue Lender’s security interest in the Additional Collateral. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach any Additional Collateral from the Real Property, and Grantor shall assemble all Additional Collateral not affixed to the Real Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three days after receipt of written demand from Lender to the extent permitted by applicable law. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this instrument may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Mortgage. This provision is in addition to (and does not supersede) any other provision of this Mortgage granting Lender a security interest in personal property.

CHANGES. The terms of the Note or other instrument evidencing the Indebtedness or any other obligation secured by this instrument may be changed from time to time by agreement between the holder(s) thereof and the parties obligated thereon as maker(s). Such changes may include, without limitation, the renewal, extension, modification, amendment, refinancing, restatement and/or increase of the obligation. For example, the holder(s) and maker(s) may agree to (a) increase or decrease the interest rate, (b) convert the obligation to or from a fixed interest rate obligation or an adjustable interest rate obligation, (c) increase or decrease the payment amount, (d) change the payment schedule, (e) amortize a balloon payment, (f) extend or shorten the maturity date, and/or (g) any combination of the foregoing. To the extent permitted by law, the obligation as so changed from time to time shall be and continue to be secured by this instrument with a priority as of the date this instrument is recorded, regardless of whether any record of such change is filed or recorded or when funds are advanced.

RIGHT TO CURE. Prior to accelerating the Indebtedness secured by this instrument, Lender shall give such notice and opportunity to cure as may be required by the Note secured by this instrument. The provisions of this section shall not supersede or limit the application of any controlling provisions of state law concerning notice of default, the right to cure, or the right to reinstate, and nothing in this instrument shall be deemed a waiver of those provisions; provided, however, that the provisions of the Note and any such state law requirements shall run concurrently.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed to Secure Debt:

Amendments. This Deed to Secure Debt, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed to Secure Debt. No alteration of or amendment to this Deed to Secure Debt shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Caption Headings. Caption headings in this Deed to Secure Debt are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed to Secure Debt.

Governing Law. This Deed to Secure Debt will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Georgia without regard to its conflicts of law provisions. This Deed to Secure Debt has been accepted by Lender in the State of Georgia.

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed to Secure Debt unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Deed to Secure Debt shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Deed to Secure Debt. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Deed to Secure Debt, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Severability. If a court of competent jurisdiction finds any provision of this Deed to Secure Debt to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed to Secure Debt. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Deed to Secure Debt shall not affect the legality, validity or enforceability of any other provision of this Deed to Secure Debt.

Merger. There shall be no merger of the interest or estate created by this Deed to Secure Debt with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender.

Successors and Assigns. Subject to any limitations stated in this Deed to Secure Debt on transfer of Grantor’s interest, this Deed to Secure Debt shall be binding upon and inure to the benefit of the parties, their heirs, personal representatives, successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Deed to Secure Debt and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed to Secure Debt or liability under the Indebtedness.

Time is of the Essence. Time is of the essence in the performance of this Deed to Secure Debt.

Waiver of Notice and Hearing and Homestead Exemption. Grantor expressly waives: (1) any right Grantor may have under the Constitution of the State of Georgia or the Constitution of the United States of America to notice or to a judicial hearing prior to the exercise of any right or remedy provided to Lender by this Deed to Secure Debt and Grantor waives Grantor’s rights, if any, to set aside or invalidate any sale under power duly consummated in accordance with the provisions of this Deed to Secure Debt on the ground (if such be the case) that the sale was consummated without prior notice or judicial hearing or both; and (2) all homestead exemption rights, if any, which Grantor or Grantor’s family may have pursuant to the Constitution and laws of the United States, the State of Georgia or any other State of the United States, in and to the Property as against the collection of the Indebtedness, or any part of the Indebtedness. All waivers by Grantor in this provision have been made voluntarily, intelligently and knowingly by Grantor, after Grantor has been afforded an opportunity to be informed by counsel of Grantor’s choice as to possible alternative rights. Grantor’s execution of this Deed to Secure Debt shall be conclusive evidence of the making of such waivers and that such waivers have been voluntarily, intelligently and knowingly made.

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Deed to Secure Debt. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed to Secure Debt shall have the meanings attributed to such terms in the Uniform Commercial Code:

Additional Collateral. The words “Additional Collateral” mean the Additional Collateral set forth in this Deed to Secure Debt in the section titled “Additional Collateral; Security Agreement.”

Borrowers. The word “Borrowers” means, collectively, Ballantyne Strong, Inc., a Delaware corporation, and Digital Ignition, LLC, a Georgia limited liability company; any and all other signers, co-signers, makers, and co-makers of the Note, and all their respective heirs, personal representatives, successors and assigns, jointly and severally.

Deed to Secure Debt. The words “Deed to Secure Debt” mean this Deed to Secure Debt made and given by Grantor to Lender, and includes without limitation all assignments and security interest provision relating to the Additional Collateral.

Default. The word “Default” means the Default set forth in this Deed to Secure Debt in the section titled “Default.”

Environmental Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

Event of Default. The words “Event of Default” mean any of the events of default set forth in this Deed to Secure Debt in the events of default section of this Deed to Secure Debt.

Grantor. The word “Grantor” means Digital Ignition, LLC, a Georgia limited liability company.

Guaranty. The word “Guaranty” means, collectively, the guaranty from each and every guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note.

Hazardous Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.

Improvements. The word “Improvements” means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property.

Indebtedness. The word “Indebtedness” means, collectively, (i) all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all indulgences of, renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor’s obligations or expenses incurred by Lender to enforce Grantor’s obligations under this Deed to Secure Debt, together with any amounts expended to preserve and protect the Property and together with interest on such amounts as provided in this Deed to Secure Debt, (ii) the attorneys’ fees and expenses incurred by Lender in conducting title searches, obtaining title insurance, and negotiating, preparing, and recording this Deed to Secure Debt, including but not limited to the recording fees and intangible taxes associated with this Deed to Secure Debt, and (iii) any and all other debts, liabilities and obligations of every type and description which Borrowers (or any one or more of them) may now or at any time hereafter owe to Lender, whether or not reasonably contemplated by the parties hereto as of the date hereof, and whether as sole debtor, joint promisor, endorser, guarantor, or otherwise, whether individually and separately or jointly with others (and whether or not such others are parties hereto). For clarification, the term includes but is not limited to any and all amounts paid by Lender to a third party lender with respect to Borrowers’ accounts with such third party lender and any and all debts, liabilities and obligations owed by Borrowers to a third party lender which are subsequently assigned or reassigned to Lender.

Lender. The word “Lender” means Community First Bank, its successors and assigns.

Note. The word “Note” means, collectively, (i) the Promissory Note dated February 1, 2022, from Borrower to the order of Lender in the original amount of $5,250,000.00; and (ii) all renewals, extensions, modifications, refinancings, consolidations, indulgences, forbearances, and substitutions of the foregoing. The maturity date of the Note is February 1, 2027. The Note remains outstanding.

Property. The word “Property” means collectively the Real Property and the Additional Collateral.

Real Property. The words “Real Property” mean the real property, interests and rights, as further described in this Deed to Secure Debt less and except the Additional Collateral.

Related Documents. The words “Related Documents” mean all promissory notes, credit applications, credit agreements, Commercial Loan Agreement entered into between Borrower and Lender, and dated as of February 1, 2022, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, deeds to secure debt, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

Rents. The word “Rents” means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property.

[Signatures are on the following pages.]

IN WITNESS WHEREOF, THIS DEED TO SECURE DEBT HAS BEEN SIGNED BY THE UNDERSIGNED WHO ACKNOWLEDGE A COMPLETED COPY HEREOF. THIS DEED TO SECURE DEBT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DEED TO SECURE DEBT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.