Exhibit 10.25


 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF AY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED FOR SALE
OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES
LAWS; OR AN OPINOIN OF COUNSEL, IN FORM AND SUBSTANCE ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED.


  


SECURED
REVOLVING PROMISSORY NOTE


 


	Issuance Date:January 16, 2018	$1,000,000



 


FOR VALUE RECEIVED,
Creative Realities, Inc., a Minnesota corporation (“CRI”), Creative Realities, LLC, a Delaware limited liability
company (“CRLLC”), and Conexus World Global, LLC, a Kentucky limited liability company (“Conexus,”
and collectively referred to together with CRI and CRLLC as the “Maker”), hereby promises to pay to the order
of Slipstream Communications, LLC, an Anguillan limited liability company, or its successors or assigns (as applicable, the “Holder”),
the principal amount of $1,000,000 (USD), or such lesser amount as actually advanced as a Revolving Loan pursuant to that certain
Loan and Security Agreement by and between Maker and initial Holder dated as of August 17, 2016 (as amended, modified, restated,
waived or supplemented, the “Loan and Security Agreement”) on or prior to January 16, 2019 (subject to the right
of extension set forth in Section 1(b) below, the “Maturity Date”), in accordance with the terms hereof and
the Loan and Security. This Secured Revolving Promissory Note is hereinafter referred to as the “Note” and is
the Revolving Note referred to in the Loan and Security Agreement. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Loan and Security Agreement.


 


1. INTEREST AND PAYMENTS


 


(a) Interest.
The principal amount of this Note will bear simple interest (calculated in the manner provided in the Loan and Security
Agreement) at the rate of eight percent (8.0%) per annum, subject to increase as provided in the Loan and Security Agreement.
Interest will be payable in cash on a monthly basis in arrears on the first Business Day of each month, with the first
interest payment due on February 1, 2018 (or the first business day thereafter).


 


(b) Term
and Payment; Application. The principal amount of this Note, together with all accrued but unpaid interest and any other sums
owed hereunder, shall be due and payable at the close of business on the Maturity Date; provided, however, that Maker, by written
notice thereof to the Holder delivered at least 30 days prior to the Maturity Date, may elect to extend the Maturity Date for
up to one additional one-year period subject only to Maker’s extension of the Term Loan for the same period in strict compliance
with the terms of the Term Note, including execution and delivery to Slipstream Communication, LLC or its designee of the Extension
Warrants. All payments and prepayments shall be applied first to any costs payable under this Note or the Loan and Security Agreement,
second to accrued but unpaid interest, and third to principal.


 


(c) Prepayment.
Maker may at its option prepay all principal and interest owed under this Note, in whole or in part, at any time and from
time to time, without penalty or premium.


 






      

     


    

 


2. TRANSFER, EXCHANGE AND REPLACEMENT


 


(a) Transfer
or Exchange. This Note has not been and is not being registered under the provisions of the Securities Act of 1933 (the
“Securities Act”) or any state securities laws and this Note may not be transferred prior to the end of the
holding period applicable to sales under Rule 144 unless in accordance with applicable law and unless: (1) the transferee is
an “accredited investor” (as defined in Regulation D under the Securities Act) and (2) the Holder shall have
delivered to Maker an opinion of counsel, reasonably satisfactory in form, scope and substance to Maker, to the effect that
this Note may be sold or transferred without registration under the Securities Act. Upon surrender of any note for
registration of transfer or for exchange to CRI at its principal office, Maker at its sole expense will execute and deliver
in exchange therefor a new Note or Notes, as the case may be, as requested by the Holder or transferee, which aggregate
principal amount is equal the unpaid principal amount of such Note, registered as such Holder of the Note so registered for
all purposes until Maker or its agent, as applicable, is required to record a transfer of this Note on its register.


 


(b) Replacement.
Upon notice to Maker of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or
destruction, of an indemnification undertaking by the Holder to Maker in a form reasonably acceptable to Maker and, in the
case of mutilation, upon surrender and cancellation of the Note, Maker shall execute and deliver a new Note of like tenor and
date and in substantially the same form as this Note.


 


3. DEFAULTS AND REMDIES


 


An Event of Default
shall occur when and as provided in the Loan and Security Agreement and, upon any such default, the Holder shall have the remedies
described in the Loan and Security Agreement.


 


4. AMENDMENT AND WAIVER


 


The provisions of this
Note may not be modified, amended or waived, and Maker may not take any action herein prohibited, or omit to perform any act herein
required to be performed by it, without the written consent of the Holder.


 


5. MAKER’S WAIVER OF NOTICE


 


To the extent permitted
by law, Maker hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, except as may be set forth in the Loan and Security Agreement.


 


6. GOVERNING LAW


 


This Note shall be
construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance
of this Note shall be governed by, the laws of the State of New York, without giving effect to provisions thereof regarding conflict
of laws.


 


7. INDEMNITY AND EXPENSES


 


Maker agrees to pay
and reimburse the Holder upon demand for all reasonable costs and expenses (including without limitation reasonable attorneys’
fees and expenses) that the Holder may incur in enforcing its rights under this Note (including but not limited to collection).


 


8. NO WAIVER OF ENFORCEMENT
RIGHTS


 


No failure or delay
on the part of this Note in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


 






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9. NOTICE


 


Notices shall be given
at the address for Maker or Holder, as applicable, indicated in the Loan and Security Agreement. Notice shall be deemed to have
been given as described in the Loan and Security Agreement.


 


10. JOINT AND SEVERAL


 


All obligations of
Maker under this Note shall be joint and several.


 


* * * * * * *


 


IN WITNESS WHEREOF, the
undersigned have set their hands to this Secured Revolving Promissory Note as of the date first set forth above.


 


	BORROWER:	 	LENDER:
	 	 	 	 	 
	CREATIVE REALITIES, INC.	 	SLIPSTREAM COMMUNICATIONS, LLC
	 	 	 	 	 
	By:	/s/ Richard Mills	 	By:	/s/ Alec Machiels
	 	Rick Mills, Chief Executive Officer	 	Name:	Alec Machiels
	 	 	 	Title:	Manager
	 	 	 	 	 
	CREATIVE REALITIES, LLC	 	Address for Notice:
	 	 	 	850 3rd Avenue, 18th Floor
	By:	/s/ Richard Mills	 	New York, NY 10022
		Rick Mills, Chief Executive Officer	 	Attn: Mr. Alec Machiels
	 	 	 	 	 
	CONEXUS WORLD GLOBAL, LLC	 	 	 
	 	 	 	 	 
	By:	/s/ Richard Mills	 	 	 
	 	Rick Mills, Chief Executive Officer	 	 	 





 


Address for Notice (for all Borrowers):


Creative Realities, Inc.


Attention: Chief Financial Officer


13100 Magisterial Drive, Suite 100


Louisville, KY 40223


 


 


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