Exhibit
4.1


 


DESCRIPTION
OF THE SECURITIES OF BALLANTYNE STRONG, INC.


REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


The
following summarizes the terms and provisions of the securities of Ballantyne Strong, Inc., a Delaware corporation (the “Company”).
The common stock of the Company is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The following summary does not purport to be complete and is qualified in its entirety by reference to the Company’s
Certificate of Incorporation and Bylaws, each as amended, which the Company has previously filed with the Securities and Exchange
Commission, and applicable Delaware law.


 


Authorized
Capital


 


The
Company’s authorized capital stock consists of 25,000,000 shares of common stock, $0.01 par value per share (the
“Common Stock”), and 1,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred
Stock”).


 


Under
Delaware law, stockholders generally are not personally liable for a corporation’s acts or debts.


 


Exchange
and Trading Symbol


 


The
Common Stock is listed for trading on the NYSE American under the trading symbol “BTN.”


 


Rights
and Preferences


 


All
outstanding shares of Common Stock are duly authorized, fully paid and nonassessable. Holders of shares of Common Stock have no
conversion, preemptive or subscription rights, and there are no redemption or sinking fund provisions applicable to the Common
Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by,
the rights of the holders of shares of any series of Preferred Stock that the Company may designate and issue in the future.


 


In
the event of the Company’s liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably
in the assets legally available for distribution to stockholders after the payment of all of the Company’s known debts and
liabilities and after adequate provision has been made for each class of stock having preference over the Common Stock, if any.


 


Voting
Rights


 


Holders
of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the stockholders. There
is no cumulative voting with respect to the election of directors. Directors are elected by a plurality of the votes cast by the
holders of Common Stock. Except as otherwise required by law, all other matters brought to a vote of the holders of Common Stock
are determined by a majority of the votes cast and, except as may be provided with respect to any other outstanding class or series
of the Company’s stock, the holders of shares of Common Stock possess the exclusive voting power.


 


Dividends


 


Subject
to preferences that may be applicable to any then outstanding shares of Preferred Stock, the holders of Common Stock are entitled
to receive dividends, if any, as may be declared from time to time by the Company’s Board of Directors out of legally available
funds.


 


Preferred
Stock


 


The
Board of Directors of the Company is authorized, subject to any limitations prescribed by applicable law and without further approval
or action by the holders of Common Stock, to issue shares of Preferred Stock in one or more series. The Board of Directors may
fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking
fund terms. The Company has no outstanding shares of Preferred Stock.


 


The
rights of the holders of Common Stock will generally be subject to the prior rights of the holders of any outstanding shares of
Preferred Stock with respect to dividends, liquidation preferences and other matters.


 




    	 



    	 



    

 


Anti-Takeover
Effects of Provisions of Delaware Law and the Company’s Certificate of Incorporation and Bylaws


 


Delaware
Anti-Takeover Law


 


The
Company is subject to Section 203 of the Delaware General Corporation Law (“Section 203”). Section 203 generally prohibits
a public Delaware corporation from engaging in a “business combination” with an “interested stockholder”
for a period of three years after the date of the transaction in which the person became an interested stockholder unless:


 


	 	●	prior
    to the date of the transaction, the board of directors of the corporation approved either the business combination or the
    transaction which resulted in the stockholder becoming an interested stockholder;
	 	●	upon
                                                                              consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested
                                                                              stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced,
                                                                              excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the
                                                                              interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans
                                                                              in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will
                                                                              be tendered in a tender or exchange offer; or

	 	●	at
                                                                              or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or
                                                                              special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding
                                                                              voting stock which is not owned by the interested stockholder.



 


Section
203 defines a “business combination” to generally include:


 


	 	●	any
    merger or consolidation of the corporation or any direct or indirect majority-owned subsidiary of the corporation with the
    interested stockholder;
	 	●	any
        sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series

        of
        transactions), except proportionately as a stockholder of such corporation, to or with the interested stockholder of assets
        of the corporation or of any direct or indirect majority-owned subsidiary of the corporation which assets have an aggregate
        market value equal to 10% or more of either the aggregate market value of all the assets of the corporation determined
        on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;

	 	●	subject
        to certain exceptions, any transaction which results in the issuance or transfer by the corporation

        or
        by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or of such subsidiary
        to the interested stockholder;

	 	●	subject
        to certain exceptions, any transaction involving the corporation or any direct or indirect majority-

        owned
        subsidiary of the corporation that has the effect, directly or indirectly, of increasing the interested stockholder’s
        proportionate share of the stock of any class or series of securities, or securities convertible into the stock of any
        class or series, of the corporation or of any such subsidiary; and

	 	●	any
        receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as

        a
        stockholder of such corporation), of any loans, advances, guarantees, pledges or other financial benefits provided by
        or through the corporation or any direct or indirect majority-owned subsidiary.



 


In
general, Section 203 defines an interested stockholder as any entity or person that (i) is the owner of 15% or more of the outstanding
voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the
outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it
is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person.


 


Certificate
of Incorporation and Bylaws


 


The
Company’s Certificate of Incorporation and Bylaws include anti-takeover provisions that:


 


	 	●	authorize
    the Board of Directors, without further action by the stockholders, to issue shares of Preferred Stock in one or more series,
    and with respect to each series, to fix the number of shares constituting that series, and establish the rights and terms
    of that series;
	 	●	establish
                                                         advance notice procedures for stockholders to submit nominations of candidates for election to the Board of Directors to be
                                                         brought before a stockholders meeting;

	 	●	allow
                                                         the Company’s directors to establish the size of the Board of Directors and fill vacancies on the Board created by an
                                                         increase in the number of directors (subject to the rights of the holders of any series of Preferred Stock to elect
                                                         additional directors under specified circumstances);




 






    	 



    	 



    

 


	 	●	require
    the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then- outstanding shares of capital
    stock of the Company entitled to vote generally in the election of directors in order to remove a director or the entire Board
    of Directors for cause;
	 	●	do
    not provide stockholders cumulative voting rights with respect to director elections; and
	 	●	provide
                                                         that the Company’s Bylaws may be amended by the Board of Directors without stockholder approval; provided, however,
                                                         that the stockholders may amend the Bylaws only with the affirmative vote of the holders of at least 66 2/3% of the voting
                                                         power of all of the then-outstanding shares of capital stock of the Company entitled to vote generally in the election of
                                                         directors.



 


Provisions
of the Company’s Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential
change in the Company’s control or change in the Company’s Board of Directors or management, including transactions
in which stockholders might otherwise receive a premium for their shares or transactions that the Company’s stockholders
might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of the Common
Stock.


 


Authorized
and Unissued Shares


 


The
Company’s authorized and unissued shares of Common Stock are available for future issuance without stockholder approval
except as may otherwise be required by applicable stock exchange rules or Delaware law. The Company may issue additional shares
for a variety of purposes, including future offerings to raise additional capital, to fund acquisitions and as employee and consultant
compensation. The existence of authorized but unissued shares of Common Stock could render more difficult, or discourage an attempt,
to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.


 


The
issuance of shares of Preferred Stock by the Company could have certain anti-takeover effects under certain circumstances, and
could enable the Board of Directors to render more difficult or discourage an attempt to obtain control of the Company by means
of a merger, tender offer, or other business combination transaction directed at the Company by, among other things, placing shares
of Preferred Stock with investors who might align themselves with the Board of Directors.