Exhibit 10.12


 


NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. BY ACQUIRING THIS WARRANT, HOLDER AGREES TO NOT SELL OR OTHERWISE
DISPOSE OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WITHOUT REGISTRATION OR THE APPLICABILITY OF
AN EXEMPTION FROM REGISTRATION UNDER THE AFORESAID ACTS, AND THE RULES AND REGULATIONS THEREUNDER.


 


WARRANT
TO PURCHASE COMMON STOCK


 


Number
of Shares of Common Stock: 1,851,852 (subject to adjustment as provided herein)


Date
of Issuance: January 16, 2018 (“Issuance Date”)


 


This
Certifies That, for value received, Slipstream
Communications, LLC (including any permitted and registered assigns, the “Holder”), is entitled to
purchase from Creative Realities, Inc., a Minnesota corporation (the “Company”), up to 1,851,852 shares
of Common Stock of the Company (the “Warrant Shares”) at the Exercise Price hereunder then in effect.
This Warrant to Purchase Common Stock (this “Warrant”) is issued by the Company in connection with the Company’s
offer and sale to the Holder of a Secured Term Promissory Note pursuant to the terms and conditions of a Loan and Security Agreement
by and among the Company, certain of its subsidiaries, and Slipstream Communications, LLC, dated of even date herewith (the “Loan
and Security Agreement,” and the note sold thereunder, the “Note”). For purposes of this Warrant,
the term “Exercise Price” shall mean $0.27 per share, subject to adjustment as provided herein, and the term “Exercise
Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. New York time on the five-year
anniversary of the date of this Warrant.


 


1.       EXERCISE
OF WARRANT.


 


(a)       Mechanics
of Exercise. Subject to the terms and conditions hereof, including but not limited to the provisions of Section 1(c) below,
the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by
delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the
Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to
effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares
shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. On or before the third Trading Day (the “Warrant Share Delivery Date”)
following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of (i) payment
to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise
Delivery Documents”) in cash or by wire transfer of immediately available funds or (ii) notification from the Holder
that this Warrant is being exercised pursuant to a Cashless Exercise, as defined below, the Company shall issue and dispatch by
overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to
such exercise (or credit the Holder’s account through an electronic delivery of Common Stock through the DWAC system of
the Depository Trust Company, if requested). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for
all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection
with any exercise pursuant to Section 1(c) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable, and
in no event later than three business days after any exercise and at its own expense, issue a new Warrant representing the right
to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of
Warrant Shares with respect to which this Warrant is exercised.


 






     

     


    

 


(b)       No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market
value of a Warrant Share by such fraction.


 


(c)       Cashless
Exercise. The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect
instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the
following formula (a “Cashless Exercise”):


 


Net
Number = (A x B) - (A x C)


      B


 


For
purposes of the foregoing formula:


 


		A
                                         =	the
                                         total number of shares with respect to which this Warrant is then being exercised.



 


		B
                                         =	the
                                         Weighted Average Price of the shares of Common Stock for the five consecutive Trading
                                         Days ending on the date immediately preceding the date of the Exercise Notice.



 


		C
                                         =	the
                                         Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.



 






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(d)       Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares. In addition to any other rights available to the Holder, if the Company
fails to deliver (or cause its transfer agent to deliver) to the Holder the Warrant Shares pursuant to an exercise on or before
the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open-market transaction
or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of
a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue,
times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored
(in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice
indicating the amount payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity, including without limitation a decree of specific performance or other injunctive relief with respect to the Company’s
failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


2.       ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)       Subdivision
or Combination of Common Stock. If the Company at any time on or after the Issuance Date 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 on or after the Issuance Date 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, then
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 2(a) shall become effective at the close of business
on the date the subdivision or combination becomes effective.


 


(b)       Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in
each such case:


 


(i)any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Closing
Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record
date; and


 






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(ii)the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common
stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of
Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable
into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution
had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the
product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the
terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of
this clause (ii).


 


(c)       Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2(a) or (b) but not expressly provided
for by such provisions (including without limitation the granting, on a pro rata basis to the holders of the Common Stock, of
stock-appreciation rights, phantom stock units or other shareholder rights with equity features), then the Company’s Board
of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights
of the Holder. For the avoidance of doubt, the parties agree this Section 2(c) shall not apply to (i) the issuance of Common Stock
upon the exercise of options or warrants not granted to the shareholders of the Company as a whole, or (ii) the issuance of Common
Stock, stock options, stock-appreciation rights, restricted stock units, or other forms of equity or equity-linked compensation
under the Company’s equity incentive or purchase plans duly adopted by a majority of the non-employee members of the Board
of Directors of the Company or a committee of non-employee directors established for such purpose.


 


(d)       Weighted-Average
Adjustment to Exercise Price. If the Company, at any time while this Warrant is outstanding, shall issue any Common Stock
or Common Stock Equivalents entitling any person to acquire shares of Common Stock, at an effective price per share less than
the then-current Exercise Price, as adjusted hereunder (any such issuance, other than an issuance of Common Stock or Common Stock
Equivalents in respect of an Exempt Issuance, being referred to as a “Dilutive Issuance”), then the Exercise
Price shall be adjusted in accordance with the following formula:


 


AEP
= EP * [OS + ((DIS * DIP)/EP)]


(OS
+ DIS)


 






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For
purposes of the foregoing formula:


 


		AEP	=	Adjusted Exercise Price



 


		EP	=	Exercise
Price (as in effect immediately prior to adjustment)



 


		OS	=	Total
                                         number of shares of Common Stock and Common Stock Equivalents outstanding immediately
                                         prior to the Dilutive Issuance (excluding, however, Common Stock and Common Stock Equivalents
                                         outstanding on account of Exempt Issuances)



 


		DIS	=	Total
number of shares of Common Stock and Common Stock Equivalents issued in the Dilutive Issuance



 


		DIP	=	The
per-share price at which Common Stock or Common Stock Equivalents were issued in the Dilutive Issuance



 


Any
such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued; provided, however, that (i) if
an adjustment is made on account of a Dilutive Issuance of Common Stock Equivalents, then the subsequent issuance of actual Common
Stock upon conversion or exercise of such Common Stock Equivalents will not result in a second adjustment, and (ii) notwithstanding
anything in this Warrant to the contrary, no adjustments shall be made under this Section 2(d) in respect of an Exempt Issuance.


 


(e)
Additional Loans under the Loan and Security Agreement. If at any time that an Advance (as defined in the Loan and Security
Agreement) is made under the Loan and Security Agreement and the aggregate amount of all Advances made under the Loan and Security
Agreement (whether or not outstanding) exceeds $3,000,000, then the number of Warrant Shares issuable upon exercise of this Warrant
shall be increased by the product of (the quotient of the amount of such most recent Advance divided by $0.255) multiplied by
0.5.


 


3.       FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or
into another entity and the Company is not the surviving entity, (ii) the Company effects any sale of all or substantially all
of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or
by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted
to tender or exchange their shares of Common Stock for other securities, cash or property or (iv) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered
by Section 2(a) above) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the successor or acquiring
corporation or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon
or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on
exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions,
any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent
with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.


 






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4.       NON-CIRCUMVENTION.
The Company covenants and agrees that the Company will not, by amendment of its articles of incorporation, bylaws or through any
reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, have authorized
and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant (without regard to any limitations on exercise).


 


5.       WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not
entitle the Holder to any voting rights or other rights as a shareholder of the Company. 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 shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.


 


6.       REISSUANCE
OF WARRANTS.


 


(a)       Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to
indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)       Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an Issuance Date, as indicated on the face of such new Warrant which
is the date such new Warrant is issued.


 






    	 	6	 



     


    

 


7.       TRANSFER.


 


(a)       Notice
of Transfer. The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant
or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer.
Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed
transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly
as practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose
of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered
by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates
for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory
to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act of 1933 and applicable
state securities laws; and provided further that the prospective transferee or purchaser shall execute an Assignment of Warrant
in substantially the form attached hereto as Exhibit B and such other documents and make such representations, warranties,
and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition
of the Warrant or Warrant Shares.


 


(b)       If
the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to
this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will
limit its activities in respect to such transfer or disposition as are permitted by law.


 


8.       NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Note. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment
and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata
to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder.


 


9.       AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder.


 


10.       GOVERNING
LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to the conflicts-of-law principles thereof.


 






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11.       DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, or the arithmetic
calculation of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or
arithmetic calculations via email or facsimile (a) within two business days after receipt of the applicable notice giving rise
to such dispute to the Company or the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after
the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such
determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days of such
disputed determination or arithmetic calculation being submitted to the Company or the Holder, as the case may be, then the Company
shall, within two business days thereafter submit via facsimile or email (x) the disputed determination of the Exercise Price
or Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (y) the
disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall
cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than ten business days from the time it receives the disputed determinations
or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be
binding upon all parties absent manifest error.


 


12.       ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


13.       CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)       “Bloomberg”
means Bloomberg Financial Markets.


 


(b)       “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal
Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg,
or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security
as reported by Bloomberg, or (iii) if no last trade price is reported for such security by Bloomberg, the average of the bid and
ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall
be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c)       “Common
Stock” means (i) the Company’s common stock, par value $0.01 per share, and (ii) any share capital into which
such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(d)       “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time
Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 






    	 	8	 



     


    

 


(e)       “Exempt
Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, directors or unaffiliated
consultants of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the
Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose,
(ii) any securities upon the exercise or conversion of any securities issued pursuant to the this Warrant or other warrants issued
under the Loan and Security Agreement, (iii) any Common Stock upon the exercise or conversion of securities that are issued and
outstanding as of the Issuance Date, (iv) securities issued pursuant to or in connection with acquisitions or strategic transactions
approved by a majority of the disinterested directors of the Company, (v) shares of Common Stock issued or issuable in connection
with regularly scheduled dividend payments on the Company’s Series A Preferred Stock or Series A-1 Preferred Stock, and
(vi) shares of Common Stock issued pursuant to any loan or leasing arrangement, real property leasing arrangement, or debt financing
from a bank approved by the Board of Directors of the Company.


 


(f)       “Principal
Market” means the primary national securities exchange on which the Common Stock is then traded.


 


(g)       “SEC”
means the U.S. Securities and Exchange Commission.


 


(h)       “Trading
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the
Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on
any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any business day.


 


(i)       “Weighted
Average Price” means, for any security as of any date, (i) the dollar-volume weighted-average price for such security
on the Principal Market during the period beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York City time,
as reported by Bloomberg or (ii) if the foregoing does not apply, the dollar-volume weighted-average price of such security in
the over-the-counter market for such security during the period beginning at 9:30 a.m., New York City time, and ending at 4:00
p.m., New York City time, as reported by Bloomberg, or (iii) if no dollar-volume weighted-average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in OTC Markets. If the Weighted Average Price cannot be calculated for such security on such
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 11 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any share
dividend, share split or other similar transaction during such period.


 






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14.       REGISTRATION
RIGHTS.


 


(a)       Demand
Registration. The Company shall file, within 45 days after written demand therefor by the Holder, and thereafter use its commercially
reasonable efforts to effect, registration under the Securities Act for the resale of the Warrant Shares; provided, however, that
(i) the Company shall not be obligated to take any action to effect any such registration if the Holder fails to reasonably cooperate
in providing the Company with all information reasonably required to be included in the applicable registration statement or otherwise
required to be obtained by the Company for purposes of preparing and filing the registration statement and any amendments thereto,
and (ii) the obligations of the Company upon any such demand shall be subject to the provisions of paragraph (c) below. Once declared
effective by the SEC, the Company shall use its best efforts to keep the applicable registration statement effective until the
earliest of (A) such time as all of the Warrant Shares shall have been sold or (B) at least three years have passed since the
Issuance Date (as applicable, the “Registration Expiration”).


 


(b)       Piggyback
Registration.


 


(i)       If,
but without any obligation under this Agreement to do so, the Company proposes to register, including for this purpose a registration
effected by the Company for holders of Company securities other than the Holder, any of its securities under the Securities Act,
other than a registration relating solely to the sale of securities to participants in an equity incentive plan on Form S-8, or
a registration on Form S-4 relating solely to a transaction pursuant to the SEC’s Rule 145 (or any successors to such forms),
the Company shall at such time promptly give the Holder written notice of such proposed registration. Upon the written request
of the Holder given within 20 business days after the giving of notice by the Company, the Company shall, subject to the provisions
of paragraph (c) below, cause to be registered under the Securities Act all of the Warrant Shares that the Holder shall have requested
to be registered; provided, however, that the Company shall not be obligated to take any action to effect any such registration
if the Holder fails to reasonably cooperate in providing the Company with all information reasonably required to be included in
the applicable registration statement or otherwise required to be obtained by the Company for purposes of preparing and filing
that registration statement and any amendments thereto.


 


(ii)       In
connection with any offering involving an underwriting of the Company’s common securities, the Company shall not be required
under this Section 14(b) to include any of Holder’s Warrant Shares in such underwriting unless the Holder accepts the terms
of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled
to select the underwriters).


 


(iii)       No
incidental right under this Section 14(b) shall be construed to limit any registration required under Section 14(a). The piggyback
registration rights in this Section 14(b) shall continue until the Registration Expiration.


 


(c)       Cut-Back
Provision. With respect to any registration under Section 14(b), but not any registration under Section 14(a), if, for any
reason, the SEC, (in consultation with Company counsel, and based on existing written SEC guidance or applicable rules), or one
of the lead underwriters participating in an underwritten primary offering, requires that the number of Warrant Shares to be registered
for resale pursuant to the applicable registration statement be reduced (in order to comply with SEC rules or guidance, or in
order to facilitate the success of the offering as determined by the lead underwriters), then such reduction shall be allocated
pro rata among all holders whose shares (but not limited to Warrant Shares) have been included (or are eligible for inclusion)
for resale under the registration statement until the reduction so required shall have been effected.


 


(d)       Registration
Expenses. All expenses incurred by the Company in complying with Section 14, including without limitation all registration
and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the
Company, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.”
The Company will pay all Registration Expenses in connection with any registration hereunder.


 


*
* * * * * *


 






    	 	10	 



     


    

 





In
Witness Whereof, the Company has caused this
Warrant to Purchase Common Stock to be duly executed as of the date indicated above.


 





	 	 	CREATIVE REALITIES, INC.
	 	 	 
	 	 	/s/
    John Walpuck
	 	 	John Walpuck
	 	 	Chief Financial Officer / Chief Operating
    Officer



 






    	 	11	 



     


    

 





EXHIBIT
A


 


FORM
OF

EXERCISE NOTICE


 


(To
be executed by the registered holder to exercise this Warrant to Purchase Common Stock)


 


The
Undersigned holder hereby exercises the right
to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Creative Realities, Inc., a Minnesota
corporation (the “Company”), evidenced by the attached copy of the Warrant to Purchase Common Stock (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


		1.	Form
                                         of Exercise Price. The Holder intends that payment of the Exercise Price shall be
                                         made as (check one):



 


☐a
cash exercise with respect to _________________ Warrant Shares; and/or


 


☐a
“Cashless Exercise” with respect to _______________ Warrant Shares.


 


		2.	Payment
                                         of Exercise Price. In the event that the holder has elected to exercise some or all
                                         of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate
                                         Exercise Price in the sum of $___________________ to the Company in accordance with the
                                         terms of the Warrant.



 


		3.	Delivery
                                         of Warrant Shares. The Company shall deliver to the holder __________________ Warrant
                                         Shares in accordance with the terms of the Warrant.



 


Date:
______________


 


	 	(Print Name of Registered Holder)
	 	 	 
	 	By:	
	 	Name: 	
	 	Title: 	



 






     

     


    

 


EXHIBIT
B


 


FORM
OF 

ASSIGNMENT OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


For
Value Received, the undersigned hereby sells,
assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of Creative Realities,
Inc., to which the within Warrant to Purchase Common Stock relates and appoints ____________________, as attorney-in-fact, to
transfer said right on the books of Creative Realities, Inc. with full power of substitution and re-substitution in the premises.
By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


Dated:
__________________


 


	 	 	
	 	 	(Signature) *
	 	 	 
	 	 	
	 	 	(Name)
	 	 	 
	 	 	
	 	 	(Address)
	 	 	 
	 	 	
	 	 	(Social Security or Tax Ident. No.)






 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Warrant to Purchase Common
Stock in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.