Exhibit 10.3


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, OR THE SECURITIES LAWS OF ANY 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 OPINION OF
COUNSEL, IN FORM AND SUBSTANCE ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED.


 


SECURED TERM PROMISSORY NOTE


 


	Issuance Date: August ____, 2016	$4,000,000




 


FOR VALUE RECEIVED, Creative Realities, Inc., a Minnesota
corporation (“CRI”), Creative Realities, LLC, a Delaware limited liability company (“CRLLC”),
Broadcast International, Inc., a Utah corporation (“BII”) and Conexus World Global, LLC, a Kentucky limited liability
company (“Conexus,” and collectively referred to together with CRI, CRLLC and BII 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 $4,000,000 (USD), or such lesser amount as
shall have been actually advanced pursuant to that certain Loan and Security Agreement by and between Maker and initial Holder
dated of even date herewith (the “Loan and Security Agreement”), on or prior to [●], 2017 (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 Agreement. This Secured Term Promissory Note is hereinafter referred to as the “Note.”
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
October 1, 2016 (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 execution and delivery to Slipstream Communications, LLC or its
designee of the Extension Warrants; provided however Maker may not extend the Maturity Date if at the time of the giving of such
notice or at the initial Maturity Date there is an Event of Default. 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 Maker 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 or transferee may request; provided, however, that this Note may not be transferred by Holder to any Person other than Holder’s
affiliates without the prior written consent of Maker. Maker shall be entitled to regard the registered Holder of this Note as
the 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 REMEDIES


 


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.


 



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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.


 


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.


 


* * * * * * *


 




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


 


MAKER:


 





	CREATIVE
    REALITIES, INC.	 
	 	 	 
	By:		 
	 	Rick
    Mills	 
	 	Chief
    Executive Officer	 
	 	 	 
	CREATIVE
    REALITIES, LLC	 
	 	 	 
	By:		 
	 	Rick
    Mills	 
	 	Chief
    Executive Officer	 
	 	 	 
	BROADCAST
    INTERNATIONAL, INC.	 
	 	 	 
	By:		 
	 	Rick
    Mills	 
	 	Chief
    Executive Officer	 
	 	 	 
	CONEXUS
    WORLD GLOBAL, LLC	 
	 	 	 
	By:		 
	 	Rick
    Mills	 
	 	Chief
    Executive Officer 	 




 


 


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