Exhibit 10.3


 


SIXTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT


 





This SIXTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT dated as of November 6, 2019 (this “Amendment”) to the Loan and Security
Agreement dated as of August 17, 2016 (as amended by the First Amendment thereto dated as of December 12, 2016, the Second Amendment
thereto dated as of November 13, 2017 (including the Allonge dated November 13, 2017 pursuant thereto to the Revolving Note and
the Term Note), the Third Amendment dated as of January 16, 2018, the Fourth Amendment dated as of April 27, 2018, the Fifth Amendment
dated as of November 14, 2018 and a Joinder Agreement dated as of November 20, 2018 (and as it may be further amended, restated,
supplemented, modified or otherwise changed from time to time, the “Loan Agreement”), is by and among Creative
Realities, Inc., a Minnesota corporation (“CRI”), Creative Realities, LLC, a Delaware limited liability company
(“CRLLC”), Conexus World Global, LLC, a Kentucky limited liability company (“Conexus”),
and Allure Global Solutions, Inc. a Georgia corporation (“Allure”) and collectively referred to together with CRI,
CRLLC and Conexus as the “Borrower”), and Slipstream Communications, LLC, an Anguillan limited liability
company (the “Lender”). All terms used herein that are defined in the Loan Agreement and not otherwise defined
herein shall have the respective meanings assigned to them in the Loan Agreement.




 


WHEREAS,
Borrower, Broadcast International, Inc., a Utah corporation (“BII”), and the Lender are parties to the Loan Agreement,
pursuant to which, inter alia, as of the date hereof and immediately prior to the effectiveness of this Amendment, the outstanding
principal amount of the Term Loan is $3,000,000, the outstanding principal amount of the Revolving Loan is $1,000,000 and the outstanding
principal amount of the Disbursed Escrow Loan is $264,000;


 


WHEREAS,
CRI has advised the Lender that BII has been dissolved;


 


WHEREAS,
Borrower has advised Lender that Borrower’s independent public accountants will not issue an accountant’s opinion which
does not contain a “going concern qualification” unless there is a sufficient further extension of the Maturity Dates
for the Term Loan and the Revolving Loan; and


 


WHEREAS,
the Lender is willing to provide a further extension to the Maturity Dates of the Term Loan and the Revolving Loan subject to the
terms and conditions of the Loan Agreement as amended by this Amendment, and subject to the terms and conditions set forth in this
Amendment.


 






     


     


    

 


NOW
THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Borrower and the Lender, intending to be legally bound, hereby agree as follows:


 


		1.	Amendments.
                                         The Loan Agreement is hereby amended as follows:



 


		(a)	The second sentence of Section 3.3 is hereby amended
by inserting immediately after the phrase “As of the Closing Date, each Loan Document (other than the First Amendment, as
to which as of the First Amendment Effective Date and other than the Second Amendment, as to which as of the Second Amendment
Effective Date and other than the Third Amendment, as to which as of the Third Amendment Effective Date and other than the Fourth
Amendment, as to which as of the Fourth Amendment Effective Date and other than the Fifth Amendment, as to which as of the Fifth
Amendment Effective Date, and other than the Joinder, as to which as of November 20, 2018” and immediately before the closing
of the parenthetical therein, the phrase “and other than the Sixth Amendment, as to which as of the Sixth Amendment Effective
Date”; and



 


		(b)	Schedule A is hereby amended by:



 


		i)	amending the definition
of Loan Documents by inserting immediately after the phrase “and from and after November 20, 2018, the Joinder Agreement”
the phrase “and from and after the Sixth Amendment Effective Date, the Sixth Amendment”; and



 


		ii)	adding the following
definitions, in appropriate alphabetical order:



 


		(A)	“’Sixth
                                         Amendment’ means the Sixth Amendment to Loan and Security Agreement dated as
                                         of November _, 2019, among Borrower and Lender.”; and



 


		(B)	“’Sixth
                                         Amendment Effective Date’ shall have the meaning specified therefor in Section
                                         3 of the Sixth Amendment.”.



 


		2.	Representations and Warranties.Borrower hereby represents
                                         and warrants to Lender as follows:



 


		a)	Representations and Warranties; No Event of Default.
                                         The representations and warranties herein, in Article 3 of the Loan Agreement and in
                                         each other Loan Document, certificate or other writing delivered by or on behalf of Borrower
                                         to the Lender pursuant to this Amendment, the Loan Agreement or any other Loan Document
                                         on or prior to the Sixth Amendment Effective Date (as defined below) are true and correct
                                         in all material respects (except that such materiality qualifier shall not be applied
                                         to any representations or warranties that already are qualified or modified as to “materiality”
                                         or “Material Adverse Effect” in the text thereof, which representations and
                                         warranties shall be true and correct in all respects subject to such qualification) on
                                         and as of the Sixth Amendment Effective Date as though made on and as of such date (unless
                                         such representations or warranties (after taking into account this Amendment) are stated
                                         to relate to an earlier date, in which case such representations and warranties shall
                                         be true and correct on and as of such earlier date in all material respects (except that
                                         such materiality qualifier shall not be applicable to any representations or warranties
                                         that already are qualified or modified as to “materiality” or “Material
                                         Adverse Effect” in the text thereof, which representations and warranties shall
                                         be true and correct in all respects subject to such qualification), and no Default or
                                         Event of Default has occurred and is continuing as of the Sixth Amendment Effective Date
                                         or would result from this Amendment becoming effective in accordance with its terms.



 






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		b)	Authorization, Etc. The execution, delivery and performance
                                         by Borrower of this Amendment and the other Loan Documents being executed concurrently
                                         herewith, and the performance of the Loan Agreement, as amended hereby, and the other
                                         Loan Documents, (i) have been duly authorized by all necessary action, (ii) do not and
                                         will not contravene any of the governing documents of any Borrower or any applicable
                                         Requirement of Law, (iii) do not and will not contravene any Contractual Obligation binding
                                         on or otherwise affecting any Borrower or any of its properties (except for those the
                                         conflict with which could not reasonably be expected to result in a Material Adverse
                                         Effect), (iv) do not and will not result in or require the creation of any Lien (other
                                         than pursuant to any Loan Document) upon or with respect to any properties of any Borrower,
                                         and (v) do not and will not result in any default, noncompliance, suspension, revocation,
                                         impairment, forfeiture or non-renewal of any permit, license, authorization or approval
                                         applicable to its operations or any of its properties, except in each case to the extent
                                         that such default, noncompliance, contravention, suspension, revocation, impairment,
                                         forfeiture or non-renewal could not reasonably be expected to result in a Material Adverse
                                         Effect.



 


		c)	Enforceability of Loan Documents. This Amendment, the
                                         Loan Agreement as amended by this Amendment, and each other Loan Document to which any
                                         Borrower is or will be a party, when delivered hereunder, will be, a legal, valid and
                                         binding obligation of such Person, enforceable against such Person in accordance with
                                         its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
                                         reorganization, moratorium or other similar laws and by general principles of equity.



 


		3.	Conditions to Effectiveness. This
                                         Amendment shall become effective only upon satisfaction in full, in a manner reasonably
                                         satisfactory to the Lender and its counsel, of the following conditions precedent (the
                                         first date upon which all such conditions shall have been satisfied (or waived) being
                                         herein called the “Sixth Amendment Effective Date”):



 


		a)	Representations and Warranties. The representations
                                         and warranties contained in this Amendment and in Article 3 of the Loan Agreement and
                                         in each other Loan Document, certificate or other document delivered to Lender pursuant
                                         to this Amendment, the Loan Agreement or any other Loan Document on or prior to the Sixth
                                         Amendment Effective Date are true and correct in all material respects (except that such
                                         materiality qualifier shall not be applied to any representations or warranties that
                                         already are qualified or modified as to “materiality” or “Material
                                         Adverse Effect” in the text thereof (which representations and warranties shall
                                         be true and correct in all respects subject to such qualification), on and as of the
                                         Sixth Amendment Effective Date as though made on and as of such date, except to the extent
                                         that any such representation or warranty (after taking into account this Amendment) expressly
                                         relates solely to an earlier date (in which case such representation or warranty shall
                                         be true and correct on and as of such earlier date in all material respects (except that
                                         such materiality qualifier shall not be applicable to any representations or warranties
                                         that already are qualified or modified as to “materiality” or “Material
                                         Adverse Effect” in the text thereof, which representations and warranties shall
                                         be true and correct in all respects subject to such qualification) on and as of such
                                         earlier date).



 






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		b)	No Default; Event of Default. No Default or Event of
                                         Default shall have occurred and be continuing on the Sixth Amendment Effective Date or
                                         result from this Amendment becoming effective in accordance with its terms.



 


		c)	Delivery of Documents. The Lender shall have received
                                         on or before the Sixth Amendment Effective Date the following, each in form and substance
                                         reasonably satisfactory to the Lender and, unless indicated otherwise, dated the Sixth
                                         Amendment Effective Date:



 


		i)	this Amendment, duly executed by each Borrower; and



 


		ii)	the Fourth Allonge to the Revolving Note in the form of Exhibit A hereto, duly executed by each Borrower; and



 


		iii)	the Fourth Allonge to the Term Note in the form of Exhibit B hereto, duly executed by each Borrower.



 


		4.	Continued Effectiveness of the Loan
                                         Agreement and Other Loan Documents. Each Borrower hereby (i) confirms and agrees
                                         that the Loan Agreement and each other Loan Document to which it is a party is, and shall
                                         continue to be, in full force and effect and is hereby ratified and confirmed in all
                                         respects except that on and after the Sixth Amendment Effective Date all references in
                                         any such Loan Document to “the Loan Agreement,” the “Agreement,”
                                         “thereto,” “thereof,” “thereunder” or words of like
                                         import referring to the Loan Agreement shall mean the Loan Agreement as amended by this
                                         Amendment, and (ii) confirms and agrees that to the extent that any Loan Document purports
                                         to assign or pledge to the Lender, or to grant to the Lender a security interest in or
                                         Lien on, any Collateral as security for the Obligations of any Borrower from time to
                                         time existing in respect of the Loan Agreement (as amended hereby) and the other Loan
                                         Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby
                                         ratified and confirmed in all respects. This Amendment does not and shall not affect
                                         any of the obligations of any Borrower, other than as expressly provided herein, including,
                                         without limitation, the Borrower’s obligations to repay the Loans in accordance
                                         with the terms of the Loan Agreement, or the obligations of any Borrower under any Loan
                                         Document to which it is a party, all of which obligations shall remain in full force
                                         and effect. Except as expressly provided herein, the execution, delivery and effectiveness
                                         of this Amendment shall not operate as a waiver of any right, power or remedy of the
                                         Lender under the Loan Agreement or any other Loan Document, nor constitute a waiver of
                                         any provision of the Loan Agreement or any other Loan Document.



 






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		5.	Release. (a) Each Borrower hereby acknowledges and
agrees that: (i) no Borrower has any claim or cause of action against the Lender (or any of its Affiliates or its or their officers,
directors, employees, managers, members, partner, shareholders, attorneys or consultants) in connection with the Loan Documents
and (ii) the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrower under
the Loan Agreement and the other Loan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding
the foregoing, the Lender wishes (and Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions,
events or circumstances would impair or otherwise adversely affect any of the Lender’s rights, interests, security and/or
remedies under the Loan Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained
in this Amendment and other good and valuable consideration, each Borrower (for itself and each other Borrower and the successors,
assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully,
finally, unconditionally and irrevocably release and forever discharge Lender and each of its Affiliates and its and their managers,
members, partners, officers, directors, employees, shareholders attorneys and consultants in their capacities as or for the Lender
(collectively, the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’
fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent
or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute
or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason
of any act, omission or thing whatsoever done or omitted to be done directly arising out of, connected with or related to this
Amendment, the Loan Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the
agreements of the Lender contained therein, or the possession, use, operation or control of any of the assets of any Borrower,
or the making of any Loans or other Advances, or the management of such Loans or Advances or the Collateral, in each case, solely
to the extent arising from any act, omission or thing whatsoever done or omitted to be done on or prior to the Sixth Amendment
Effective Date.





 


		6.	Miscellaneous.



 


		a)	Borrower will pay on demand all reasonable and documented out-of-pocket fees, costs and expenses of the Lender, including,
without limitation, fees, costs and expenses of the Office of Andrew Ross, counsel to the Lender, in connection with the structuring,
preparation, negotiation, execution and delivery of this Amendment and the transactions and all documents contemplated herein,
and related transactions, and all documents with respect thereto.



 


		b)	Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.



 






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		c)	Borrower hereby acknowledges and agrees that this Amendment constitutes a “Loan Document” under the Loan Agreement.
Accordingly, it shall be an Event of Default under the Loan Agreement if (i) any representation or warranty made by a Borrower
under or in connection with this Amendment shall have been incorrect in any material respect when made, or (ii) any Borrower shall
fail to perform or observe any term, covenant or agreement contained in this Amendment.



 


		d)	All representations, warranties, acknowledgements, agreements and other covenants of the Borrowers in this Amendment are made
on a joint and several basis and are made by each Borrower with respect to itself and all other Borrowers.



 


		e)	Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.



 


		7.	Covenant by Borrower. Borrower covenants and agrees that
                                         at any time upon the request of Lender, Borrower will cause Wireless Ronin Technologies,
                                         Corp., a Canadian company and subsidiary of CRI to become a party to the Loan Agreement.



 


		8.	Counterparts. This Amendment may be entered into in any
                                         number of separate counterparts by any one or more of the parties hereto, and all of
                                         said counterparts taken together shall constitute one and the same instrument. Valid
                                         and binding signatures to this Amendment may be delivered in original ink, by facsimile
                                         or by email or other means of electronic transmission.



 


		9.	Governing Law. This Amendment and the obligations arising
                                         hereunder shall be governed by, and construed and enforced in accordance with, the laws
                                         of the State of New York applicable to contracts made and performed in such state, without
                                         regard to the principles thereof regarding conflicts of laws.



 


		10.	Submission To Jurisdiction; Waiver Of Jury Trial.



 


		a)	BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK CITY, NEW YORK, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND THE LENDER PERTAINING TO THIS AMENDMENT OR ANY OF
THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED,
HOWEVER, THAT NOTHING IN THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE LENDER FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER. BORROWER EXPRESSLY SUBMITS
AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY
OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.



 


		b)	THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LENDER AND BORROWER ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO
OR THERETO.



 


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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed and delivered as of the date set forth on the first page hereof.


 


	BORROWER:	 	LENDER:
	 	 	 
	CREATIVE REALITIES, INC.	 	SLIPSTREAM COMMUNICATIONS, LLC
	CREATIVE REALITIES, LLC	 	By:  BCOM Holdings LP, its managing member
	CONEXUS WORLD GLOBAL, LLC	 	By:  BCOM GP, LLC, its general partner
	ALLURE GLOBAL SOLUTIONS, INC.	 	 


 


	By:	/s/ Richard Mills	 	By: 	/s/ Brian Friedman
	 	Richard Mills	 	Name:  	Brian Friedman
	 	Chief Executive Officer	 	Title:    	General Counsel


 


	Address for Notice (for all Borrowers):	 	Address for Notice:
	Creative Realities, Inc.	 	850 3rd Avenue, 18th Floor
	Attention:  Chief Financial Officer	 	New York, NY 10022
	13100 Magisterial Drive, Ste. 100	 	Attn: Mr. Anuj Kamdar
	Louisville, KY 40223	 	 


 






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Exhibit
A


Fourth
Allonge to Revolving Note


 




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Exhibit
B


Fourth
Allonge to Term Note


 




 


9