Exhibit 4.2


 


CREATIVE
REALITIES, INC.


 


SERIES
A-1 6% CONVERTIBLE PREFERRED STOCK


 


CERTIFICATE
OF DESIGNATION 


OF
PREFERENCES, RIGHTS AND LIMITATIONS


 


(Pursuant
to Minnesota Statutes, Section 302A.401, subdivision 3(b))


 


THE
UNDERSIGNED, the Chief Executive Officer of Creative Realities, Inc., a Minnesota corporation (the “Corporation”),
DOES HEREBY CERTIFY that, pursuant to the authority conferred upon the Board of Directors of the Corporation by the Articles of
Incorporation of the Corporation and in accordance with the provisions of subdivision 401(3)(b) of the Minnesota Business Corporation
Act, the Board of Directors of the Corporation as of October 15, 2015, has adopted the following resolution creating a series
of capital stock designated as the Series A-1 Convertible Preferred Stock:


 


RESOLVED:
that, pursuant to the authority vested in the Board of Directors of the Corporation, a series of convertible preferred stock,
$0.01 par value per share, to be entitled “Series A-1 Convertible Preferred Stock” of the Corporation is hereby created
and designated. The number of shares of Series A-1 Stock shall be 2,500,000. The voting powers, preferences and relative, participating,
optional and other special rights of the Series A-1 Convertible Preferred Stock, and the qualifications, limitations and restrictions
thereof, are as follows:


 


1.           Definitions.
For the purposes hereof, the following terms shall have the following meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 7(b).


 


“Beneficial
Ownership Limitation” has the meaning set forth in Section 6(e).


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Buy-In”
has the meaning set forth in Section 6(d)(iii).


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to any Purchase Agreement.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the Corporation’s common stock, par value $0.01 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.


 






     


     


    

 


“Common
Stock Equivalents” means any securities of the Corporation 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.


 


“Conversion
Date” shall have the meaning set forth in Section 6(a).


 


“Conversion
Price” shall have the meaning set forth in Section 6(c).


 


“Conversion
Shares” means, collectively, the shares of Common Stock issued and issuable upon conversion of the shares of Series
A-1 Preferred Stock in accordance with the terms hereof.


 


“Corporation
Conversion Conditions” means all of the following conditions: (a) the Corporation shall have duly honored all conversions
scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates
so requested or required, if any; (b) either (i) there is an effective Resale Registration Statement pursuant to which the Holders
are permitted to utilize the prospectus contained therein to resell all of the Underlying Shares permitted by the Commission to
be included thereunder and resold pursuant thereto or (ii) all of the Underlying Shares may be resold pursuant to Rule 144 without
volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Corporation
(the requirements of this clause (b) being determined severally on a Holder-by-Holder basis); (c) the Common Stock is trading
on a Trading Market; (d) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock
for the issuance of all of the Underlying Shares; and (e) the Common Stock shall have had a closing price on the Trading Market,
for a period of at least 20 consecutive Trading Days, a price per share equal to at least two and one-half times the Conversion
Price then in effect.


 


“Dilutive
Issuance” has the meaning set forth in Section 7(c).


 


“Dividend
Notice Period” shall have the meaning set forth in Section 3(a)(i).


 


“Dividend
Payment Date” shall have the meaning set forth in Section 3(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, and the rules and regulations thereunder.


 


“Exempt
Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, directors or consultants
of the Corporation pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of
Directors of the Corporation 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 any Purchase Agreement, (iii) any Common
Stock upon the exercise or conversion of securities that are issued and outstanding as of the date hereof, (iv) securities issued
in connection with acquisitions or strategic transactions approved by a majority of the disinterested directors of the Corporation,
(v) shares of Common Stock issued in connection with regularly scheduled dividend payments on the Series A-1 Preferred Stock
and Series A 6% Convertible 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 Corporation.


 






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“Fundamental
Transaction” shall have the meaning set forth in Section 7(b).


 


“Holder”
means the Persons who hold the Series A-1 Preferred Stock at any given time.


 


“Junior
Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities
which are explicitly senior or pari passu to the Series A-1 Preferred Stock in dividend rights or liquidation preference.


 


“Liquidation”
shall have the meaning set forth in Section 5.


 


“New
York Courts” shall have the meaning set forth in Section 10(d).


 


“Notice
of Conversion” shall have the meaning set forth in Section 6(a).


 


“Original
Issue Date” means the date of the first issuance of any shares of the Series A-1 Preferred Stock regardless of the number
of transfers of any particular shares of Series A-1 Preferred Stock and regardless of the number of certificates which may be
issued to evidence such Series A-1 Preferred Stock (including when such certificates are issued or how they are dated).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase
Agreement” means a securities purchase agreement entered into by and between each Holder and the Corporation, including
without limitation the Agreement and Plan of Merger and Reorganization by and among Creative Realities, Inc., CXW Acquisition,
Inc., ConeXus World Global, LLC and the Member Representative of ConeXus World Global, LLC, dated as of August 11, 2015, as amended
on October 15, 2015.


 


“Redemption
Date” has the meaning specified in Section 8.


 


“Resale
Registration Statement” means one or more registration statements that registers the resale of some or all of the Underlying
Shares of the Holders, who shall be named as “selling stockholders” therein, and meets the requirements set forth
in the applicable Purchase Agreement.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such rule.


 


“Securities”
means the Series A-1 Preferred Stock and the Underlying Shares.


 


“Securities
Act” means the Securities Act of 1933, and the rules and regulations promulgated thereunder.


 






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“Series
A-1 Preferred Stock” means the Series A-1 6% Convertible Preferred Stock of the Corporation.


 


“Share
Delivery Date” shall have the meaning set forth in Section 6(d)(i).


 


“Stated
Value” shall have the meaning set forth in Section 2.


 


“Subsidiary”
means any subsidiary of the Corporation as set forth on Exhibit 21 to the Corporation’s Annual Report on Form 10-K for the
year ended December 31, 2014, and shall, where applicable, also include any direct or indirect subsidiary of the Corporation formed
or acquired after the date of a Purchase Agreement.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, the OTC Bulletin Board or the tiers of the OTC Markets (e.g., OTCQX or OTCQB), including any successors
to any of the foregoing.


 


“Transaction
Documents” means this Certificate of Designation and each Purchase Agreement, all exhibits and schedules thereto and
hereto and any other documents or agreements executed in connection with the transactions contemplated pursuant to the applicable
Purchase Agreement.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Series A-1 Preferred Stock, and
issued and issuable in lieu of the cash payment of dividends on outstanding Series A-1 Preferred Stock in accordance with the
terms of this Certificate of Designation (including Common Stock issuable upon conversion of Series A-1 Preferred Stock issued
in lieu of the cash payment of dividends).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market (other than the OTC Bulletin Board or the OTC Markets), the daily volume-weighted average
price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then
listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York
City time)), (b) if the Common Stock is then listed or quoted on the OTC Bulletin Board or the OTC Markets, the most recent bid
price per share of the Common Stock so reported, or (c) in all other cases, the fair market value of a share of Common Stock as
determined by an independent appraiser selected in good faith by the Board of Directors of the Corporation.


 


2.           Designation,
Amount and Par Value. The series of preferred stock created hereunder shall be designated as its Series A-1 6% Convertible
Preferred Stock (the “Series A-1 Preferred Stock”) and the number of shares so designated shall be 2,500,000
(which shall not be subject to increase without the written consent of the Holders of at least a majority of the then-issued and
outstanding Series A-1 Preferred Stock). Each share of Series A-1 Preferred Stock shall have a par value of $0.01 per share and
a stated value equal to $1.00 (the “Stated Value”).


 






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3.           Dividends.


 


(a)      Dividends
in Cash or in Kind. Holders shall be entitled to receive, and the Corporation shall pay, cumulative dividends at the rate
per share (as a percentage of the Stated Value per share) of 6.0% per annum. Such dividends shall be payable semi-annually on
June 30 and December 31, beginning on the first such date after the Original Issue Date and on each Conversion Date (with respect
only to Series A-1 Preferred Stock being converted) (each such date, a “Dividend Payment Date”) (if any Dividend
Payment Date is not a Trading Day, the applicable payment shall be due on the next succeeding Trading Day) (1) in cash out of
legally available funds (subject, however, to the final sentence of Section 3(b) below), or (2) at the Corporation’s option
(subject, however, to the final sentence of this Section 3(a)), in duly authorized, validly issued, fully paid and non-assessable
shares of Series A-1 Preferred Stock through the three-year anniversary of the Original Issue Date, and from and after such three-year
anniversary in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, or (3) a combination of
cash and Series A-1 Preferred Stock or Common Stock (as applicable and permitted by this Section 3). Notwithstanding the foregoing,
the Corporation shall not elect to pay dividends through the issuance of Series A-1 Preferred Stock or Common Stock in the event
that (i) its most recent quarterly report on Form 10-Q filed with the Commission evidences that in the most recent quarterly period
the Corporation had positive cash flow, and (ii) funds are legally available for the payment of dividends.


 


(b)      Dividend
Share Matters. In the case of payment by the Corporation of dividends in the form of shares of Series A-1 Preferred Stock,
such stock shall be valued at its Stated Value. In the case of payment by the Corporation of dividends in the form of shares of
Common Stock, the Common Stock shall be valued solely for such purpose at the average of the VWAPs for the 45 consecutive Trading
Days ending on the Trading Day that is immediately prior to the applicable Dividend Payment Date or Conversion Date. Dividends
paid in cash or through the issuance of Series A-1 Preferred Stock or Common Stock shall be paid to Holders no later than five
Business Days after a Dividend Payment Date. Notwithstanding the foregoing, from the Original Issue Date through the three-year
anniversary of such date, any Holder may at its option provide the Corporation with written notice, at least 30 days prior to
a Dividend Payment Date, specifying that such Holder elects to receive dividends in the form of Series A-1 Preferred Stock, in
which case the Corporation shall satisfy its dividend-payment obligations hereunder, with respect to such Holder, only through
the issuance of Series A-1 Preferred Stock.


 


(c)      Dividend
Calculations. Dividends on the Series A-1 Preferred Stock shall be calculated on the basis of a 360-day year, consisting of
twelve 30-calendar-day periods, and shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from
such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally
available for the payment of dividends. Payment of dividends in shares of Common Stock shall otherwise occur pursuant to Section
6(d)(i) herein and, solely for purposes of the payment of dividends in shares, the Dividend Payment Date shall be deemed the Conversion
Date. Dividends shall cease to accrue with respect to any Series A-1 Preferred Stock converted, provided that the Corporation
actually delivers the Conversion Shares within the time period required by Section 6(d)(i) herein, in which case dividends shall
cease to accrue with respect to such converted Series A-1 Preferred Stock on the date the Corporation actually delivers the Conversion
Shares. Except as otherwise provided herein, if at any time the Corporation pays dividends partially in cash and partially in
shares, then such payment shall be distributed ratably among the Holders based upon the number of shares of Series A-1 Preferred
Stock held by each Holder on such Dividend Payment Date.


 






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(d)      Other
Securities. So long as any Series A-1 Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary
thereof shall directly or indirectly pay or declare any dividend or make any distribution upon (other than a dividend or distribution
described in Section 6 or dividends due and paid in the ordinary course on preferred stock of the Corporation at such times when
the Corporation is in compliance with its payment and other obligations hereunder), nor shall any distribution be made in respect
of, any Junior Securities as long as any dividends due on the Series A-1 Preferred Stock remain unpaid. The Series A-1 Preferred
Stock will be pari passu with the Corporation’s Series A 6% Convertible Preferred Stock as to dividends.


 


4.           Voting
Rights. Each outstanding share of Series A-1 Preferred Stock shall be entitled to a number of votes equal to the number of
shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible pursuant hereto as of the applicable
record date for the vote of shareholders. Each holder of outstanding shares of Series A-1 Preferred Stock shall be entitled to
notice of any shareholders’ meeting in accordance with the bylaws of the Corporation and shall vote with holders of the
Common Stock and the Company’s Series A 6% Convertible Preferred Stock, voting together as single class, upon all matters
submitted to a vote of shareholders, excluding only those matters required to be submitted to a class or series vote pursuant
to the terms hereof or by law. The Holders of shares of Series A-1 Preferred Stock shall not be entitled to cumulate their votes
in any election of directors in which they are entitled to vote; provided, however, that if the holders of any other class or
series of shares shall be entitled to cumulative voting in the election of directors then the Holders of Series A-1 Preferred
Stock shall be entitled to the same cumulative voting.


 


5.           Liquidation.
Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),
the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to
the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon
under this Certificate of Designation, for each share of Series A-1 Preferred Stock, before any distribution or payment shall
be made to the holders of any Junior Securities, and shall not participate with the holders of Common Stock or other Junior Securities
thereafter. The Series A-1 Preferred Stock will be pari passu with the Corporation’s Series A 6% Convertible Preferred Stock
with respect to rights to the distribution of the Corporation’s assets upon a Liquidation. If the assets of the Corporation
shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed
among the Holders (including the holders of all pari passu securities upon a Liquidation) in accordance with the respective amounts
that would be payable on such shares if all amounts payable thereon were paid in full. The Corporation shall mail written notice
of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.


 






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6.           Conversion.


 


(a)      Conversions
at Option of Holder. Each share of Series A-1 Preferred Stock and accrued but unpaid dividends thereon shall be convertible,
any time and from time to time at the option of the Holder thereof, into that number of shares of Common Stock determined by dividing
the Stated Value of such share of Series A-1 Preferred Stock (plus accrued but unpaid dividends thereon, if being converted) by
the Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached
hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number
of shares of Series A-1 Preferred Stock to be converted, the number of shares of Series A-1 Preferred Stock owned prior to the
conversion at issue, the number of shares of Series A-1 Preferred Stock owned subsequent to the conversion at issue, and the date
on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile
such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified
in a Notice of Conversion, then the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed
given hereunder. To effect conversions of shares of Series A-1 Preferred Stock, a Holder shall not be required to surrender the
certificate(s) representing the shares of Series A-1 Preferred Stock to the Corporation unless all of the shares of Series A-1
Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such
shares of Series A-1 Preferred Stock promptly following the Conversion Date at issue. Shares of Series A-1 Preferred Stock converted
into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.


 


(b)      Mandatory
Conversion.


 


(i)      At
the option of the Corporation, after all of the Corporation Conversion Conditions shall have been satisfied, each share of Series
A-1 Preferred Stock shall be convertible, at any time, into that number of shares of Common Stock determined by dividing the Stated
Value of such share of Series A-1 Preferred Stock by the Conversion Price. The Corporation shall exercise its right to mandatorily
convert the Series A-1 Preferred Stock under this Section by providing the Holders with written notice at least ten days prior
to the effective date of conversion; or


 


(ii)      Upon
the affirmative vote or written consent of the holders of at least 75% of the then-issued and outstanding shares of Series A-1
Preferred Stock, all shares of Series A-1 Preferred Stock will be converted into that number of shares of Common Stock determined
by dividing the Stated Value of such share of Series A-1 Preferred Stock by the Conversion Price.


 


(c)      Conversion
Price. The conversion price for the Series A-1 Preferred Stock (the “Conversion Price”) shall equal the
conversion price of the Corporation’s Series A 6% Convertible Preferred Stock on the date hereof, as adjusted pursuant to
the terms of the Certificate of Designation for the Series A 6% Convertible Preferred Stock. In the event that the Corporation
has no shares of Series A 6% Convertible Preferred Stock issued and outstanding or remaining designated, the Conversion Price
for the Series A-1 Preferred Stock shall thereafter be adjusted as provided in this Certificate of Designation.


 






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(d)      Mechanics
of Conversion.


 


(i)      Delivery
of Certificate Upon Conversion. Not later than three Trading Days after each Conversion Date (the “Share Delivery
Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder one or more certificate or
certificates representing the Conversion Shares. On or after the earlier of the six-month anniversary of the date of issuance
the Series A-1 Preferred Stock being converted, such certificates shall not contain a restrictive legend under the Securities
Act so long as (i) the Holder shall have delivered a representation letter to the Corporation in form and substance satisfactory
to the Corporation (which letter includes a representation by the Holder that the Conversion Shares are being sold pursuant to
Rule 144) or (ii) a Resale Registration Statement covering the resale of such Conversion Shares is then effective. On or after
the 12-month anniversary of the date of the issuance of the Series A-1 Preferred Stock being converted, the Corporation shall,
upon the request of the Holder, use commercially reasonable efforts to deliver any Conversion Shares to be delivered by the Corporation
under this Section 6 electronically through the Depository Trust Corporation or another established clearing corporation performing
similar functions.


 


(ii)      Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to
or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to
the Corporation at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which
event the Corporation shall promptly return to the Holder any original Series A-1 Preferred Stock certificate delivered to the
Corporation, if any, and the Holder shall promptly return to the Corporation the Common Stock certificates issued to such Holder
pursuant to the rescinded Conversion Notice.


 


(iii)    Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares. In addition to any other rights available to the Holder, if the
Corporation fails for any reason to deliver to a Holder the applicable certificate or certificates within three Trading Days after
the Share Delivery Date pursuant to Section 6(d)(i), and if after such date such Holder is required by its brokerage firm 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 such Holder of the Conversion Shares such Holder was entitled to receive upon the conversion
relating to such Share Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder
the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions) for the Common
Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled
to receive from the conversion at issue and that were sold, multiplied by (2) the actual sale price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option of such Holder, either reissue (if surrendered) the shares
of Series A-1 Preferred Stock equal to the number of shares of Series A-1 Preferred Stock submitted for conversion (in which case,
such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been
issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example, if a Holder purchases
shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares
of Series A-1 Preferred Stock with respect to which the actual sale price of the Conversion Shares giving rise to such purchase
obligation was a total of $10,000, under clause (A) of the immediately preceding sentence, the Corporation shall be required to
pay such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder
in respect of the Buy-In and, upon request of the Corporation, 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 Corporation’s failure to timely deliver
shares of Common Stock upon conversion of the shares of Series A-1 Preferred Stock as required pursuant to the terms hereof.


 






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(iv)      Reservation
of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of
its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A-1 Preferred
Stock and payment of dividends on the Series A-1 Preferred Stock, each as herein provided, free from preemptive rights or any
other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Series A-1 Preferred Stock),
not less than 110% of such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth
in the applicable Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the
conversion of the then-outstanding shares of Series A-1 Preferred. The Corporation covenants that all shares of Common Stock that
shall be so issuable shall upon issue be duly authorized, validly issued, fully paid and non-assessable and, if the Resale Registration
Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Resale Registration
Statement.


 


(v)      Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series A-1
Preferred Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion,
the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Conversion Price or round up to the next whole share.


 


(vi)     Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Series A-1 Preferred
Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of
the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable
in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than
that of the Holders of such shares of Series A-1 Preferred Stock and the Corporation shall not be required to issue or deliver
such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the
amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The Corporation
shall pay all transfer agent fees required for processing of any Notice of Conversion.


 


(e)      Beneficial
Ownership Limitations. The Corporation shall not effect any conversion of the Series A-1 Preferred Stock, and a Holder shall
not have the right to convert any portion of the Series A-1 Preferred Stock, to the extent that, after giving effect to the conversion
set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s “affiliates,” as
such term is defined in Rule 405 under the Securities Act, and any Persons acting as a group together with such Holder or any
of such Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, as defined below.
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates
shall include the number of shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock with respect to
which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion
of the remaining unconverted Stated Value of Series A-1 Preferred Stock beneficially owned by such Holder or any of its affiliates
and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation that are
subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder
or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act. To ensure compliance with this restriction, each Holder will
be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not
violated the restrictions set forth in this Section and the Corporation shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act.


 






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For
purposes of this Section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic
or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii)
a more recent written notice by the Corporation or the transfer agent setting forth the number of shares of Common Stock outstanding.
Upon the written or oral request of a Holder, the Corporation shall within two Trading Days confirm to such Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Corporation, including the Series A-1 Preferred Stock,
by such Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The
“Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of Conversion Shares upon conversion of Series A-1 Preferred Stock by the applicable Holder.
Upon no fewer than 61 days’ prior written notice to the Corporation, a Holder may increase or decrease the Beneficial Ownership
Limitation provisions of this Section applicable to its Series A-1 Preferred Stock, provided that the Beneficial Ownership Limitation
in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of Conversion Shares upon conversion of this Series A-1 Preferred Stock held by such Holder and the provisions of this Section
shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered
to the Corporation and shall only apply to such Holder and no other Holder. The limitations contained in this paragraph shall
apply to a successor holder of Series A-1 Preferred Stock.


 


7.           Certain
Adjustments and Covenants; Notices Required.


 


(a)      Stock
Dividends and Stock Splits. If the Corporation, at any time while this Series A-1 Preferred Stock is outstanding: (i) pays
a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock
or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the
Corporation upon conversion of, or payment of a dividend on, this Series A-1 Preferred Stock), (ii) subdivides outstanding shares
of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares
of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock,
any shares of capital stock of the Corporation, then in each case the Conversion Price shall be multiplied by a fraction, the
numerator of which fraction shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding
immediately before such event, and the denominator of which fraction shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record
date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or reclassification.


 






    	 	10	 



     


    

 


(b)      Fundamental
Transaction. Subject to the ultimate sentence in this paragraph, if, at any time while this Series A-1 Preferred Stock is
outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation
of the Corporation with or into another Person, (ii) the Corporation, directly or indirectly, effects any sale, lease, license,
assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related
transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another
Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other
securities, cash or property and such offer been accepted by the holders of 50% or more of the outstanding Common Stock, (iv)
the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
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 a reclassification under Section 7(a) above), or (v) the Corporation, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including without limitation a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group
of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the
other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, at the option of a Holder:


 


(i)      the
Holder may elect, by written notice to the Corporation given prior to the consummation of the Fundamental Transaction, to treat
the occurrence of a Fundamental Transaction as if it were a Liquidation under Section 4 above and receive payment of the proceeds
payable on account of such Holder’s Series A-1 Preferred Stock as provided therein; or


 


(ii)      absent
an election as described under clause (i) above, upon any subsequent conversion of this Series A-1 Preferred Stock, the Holder
shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior
to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock of the successor
or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (collectively,
the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the
number of shares of Common Stock for which this Series A-1 Preferred Stock is convertible immediately prior to such Fundamental
Transaction. For purposes of any such conversion, the determination of the Conversion 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 Corporation shall apportion the Conversion 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 conversion of this Series A-1 Preferred
Stock following such Fundamental Transaction.


 






    	 	11	 



     


    

 


Notwithstanding
anything above to the contrary, the consummation of the contemplated merger transactions with ConeXus World Global, LLC and CXW
Acquisition, Inc., substantially as described in the Corporation’s current and periodic reports filed with the Commission,
shall not be deemed a Fundamental Transaction for purposes of this Section 7(b).


 


(c)      Anti-Dilution
Adjustment to Conversion Price. If the Corporation, at any time while any shares of Series A-1 Preferred Stock are 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 Conversion 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 Conversion Price shall be adjusted to match the lowest price per share at which such Common Stock was issued or may be
acquired pursuant to such Common Stock Equivalents in the Dilutive Issuance.


 


(d)      Calculations.
All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.


 


(e)      Required
Notices to Holders.


 


(i)      Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation
shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.


 


(ii)      Notice
to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Corporation shall declare a special non-recurring cash dividend on the Common Stock, (C) the Corporation
shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any shareholders of the Corporation shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer
of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Corporation shall authorize the Liquidation of the Corporation or a Fundamental
Transaction, then, in each case, the Corporation shall cause to be filed at each office or agency maintained for the purpose of
conversion of this Series A-1 Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall
appear upon the stock books of the Corporation, at least ten calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights
or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action
required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall file such notice with the Commission
pursuant to a Current Report on Form 8-K within one Trading Day.


 






    	 	12	 



     


    

 


8.           Redemption.
From and after the three-year anniversary of the date of the applicable Purchase Agreement, the Corporation will have the right
(but not the obligation), upon at least 30 days prior written notice, to call some or all of the Series A-1 Preferred Stock for
redemption at any time after the Common Stock shall have had a closing price on the Trading Market, for a period of at least 15
consecutive days (all of which must be after the three-year anniversary date of the date hereof), equal to at least one and one-half
times (i.e., 150%) the then-current Conversion Price. The written notice shall specify the date for the purchase and sale of the
Series A-1 Preferred Stock called for redemption (the “Redemption Date”), on which date the Corporation
shall pay to the Holder, in immediately available funds, the Stated Value of each share of Series A-1 Preferred Stock being redeemed
plus accrued but unpaid dividends thereon. At the closing, the Holder shall execute and deliver a standard stock power or other
instrument of conveyance in customary form, assigning title to the shares being redeemed to the Corporation, and the Corporation
shall pay the above-described purchase price for such shares. For clarity, a Holder whose shares of Series A-1 Preferred Stock
are called for redemption under this Section shall retain, through the date immediately prior to the Redemption Date, all of his,
her or its rights with respect to those shares, specifically including the right to convert those shares into Conversion Shares
pursuant hereto. The Series A 6% Convertible Preferred Stock will be pari passu to the Corporation’s Series A-1 Preferred
Stock as to redemptions by the Corporation. If the Corporation elects to redeem shares of Series A-1 Preferred Stock, it will
redeem the Corporation’s Series A 6% Convertible Preferred Stock ratably among all holders of all shares eligible for redemption
(i.e. shares of Series A 6% Convertible Preferred Stock issued and outstanding for at least three years).


 


9.           Negative
Covenants. So long as any shares of Series A-1 Preferred Stock are outstanding, the Corporation shall not take any of the
following corporate actions (whether by merger, consolidation or otherwise), without first obtaining the approval (whether at
a meeting called for such purpose or through written action or consent) of the holders of at least 75% of the voting power of
the Series A-1 Preferred Stock: (i) alter or change the rights, preferences or privileges of the Series A-1 Preferred Stock, or
increase the authorized number of shares of Series A-1 Preferred Stock; (ii) alter or change the rights, preferences or privileges
of any then-outstanding shares of capital stock of the Corporation in any manner that materially and adversely affects the Series
A-1 Preferred Stock; (iii) authorize or create any class of capital stock ranking as to dividends, redemption or distribution
of assets upon a Liquidation senior to, or otherwise pari passu with, the Series A-1 Preferred Stock; (iv) incur any additional
debt for borrowed money (other than (1) financing obtained to extend, supplement, renew or replace then-existing credit facilities
or (2) borrowing for working capital purposes); or (v) enter into any contract, written or oral, with any directors, officers,
or holders of more than 10% of the voting power of the Corporation (calculated in accordance with Section 13(d) of the Exchange
Act), or any affiliates of the foregoing; provided, however, that the restriction contained in clause (v) of this section will
not apply to compensation agreements and arrangements with officers and directors of the Corporation that are approved by a majority
of disinterested directors.


 






    	 	13	 



     


    

 


10.          General
Provisions.


 


(a)      Giving
of Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including without
limitation any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized
overnight courier service, addressed to the Corporation, at 22 Audrey Place, Fairfield, New Jersey 07004, Attention: Chief Financial
Officer, facsimile number (973)-244-1535, or such other facsimile number or address as the Corporation may specify for such purposes
by notice to the Holders delivered in accordance with this Section 10(a). Any and all notices or other communications or deliveries
to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the
books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal
place of business of such Holder, as set forth in the Holder’s Purchase Agreement. Any notice or other communication or
deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date,
(ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (iii) the third Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to be given.


 


(b)      Lost
or Mutilated Series A-1 Preferred Stock Certificate. If a Holder’s Series A-1 Preferred Stock certificate shall be mutilated,
lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of
a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the
shares of Series A-1 Convertible Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of
such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.


 


(c)      Transfers.
Shares of Series A-1 Preferred Stock may be transferred on the Corporation’s books and records only (i) pursuant to a written
assignment or stock power, or other suitable instrument of conveyance, in form and substance satisfactory to the Corporation in
its reasonable discretion (a form of which stock power is attached hereto as Annex B), and (ii) after the Corporation’s
receipt of a legal opinion, in form and substance satisfactory to the Corporation in its reasonable discretion, that such transfer
will be conducted either pursuant to an effective registration thereof under the Securities Act or pursuant to an applicable exemption
from the such registration requirements (including the registration or qualification requirements of any applicable state securities
laws). Absent compliance with the provisions of this Section 10(c), the Corporation shall not be obligated to recognize any transfer
of Series A-1 Preferred Stock.


 






    	 	14	 



     


    

 


(d)      Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to conflicts-of-law principles thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement
and defense of the transactions contemplated by any of the Transaction Documents shall be commenced in the state and federal courts
sitting in the City of New York, New York (the “New York Courts”). By purchasing or accepting any shares of
Series A-1 Preferred Stock, each Holder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.
Each Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such Person at the address in effect for notices to it as specified herein, and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by applicable law. Each Holder hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of
Designation or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions
of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party
for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such
action or proceeding.


 


(e)      Waiver.
Other than the restrictions set forth in Section 6(e), which can be waived, as to a particular original purchaser of Series A-1
Preferred Stock and its affiliates, pursuant to a writing signed by the Corporation and such original purchaser of Series A-1
Preferred Stock and delivered prior to the consummation of a purchase of the Series A-1 Preferred Stock, no provision of this
Certificate of Designation may be waived, modified, supplemented or amended except in a written instrument signed by the Corporation
and approved by the Holders of a majority of the then-outstanding shares of Series A-1 Preferred Stock. Any waiver by the Corporation
or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by
any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate
of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right
thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion.


 


(f)      Severability.
If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation
shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable
to all other Persons and circumstances.


 






    	 	15	 



     


    

 


(g)      Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


(h)      Headings.
The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall
not be deemed to limit or affect any of the provisions hereof.


 


(i)      Status
of Converted or Redeemed Series A-1 Preferred Stock. Shares of Series A-1 Preferred Stock may only be issued pursuant to a
Purchase Agreement. If any shares of Series A-1 Preferred Stock shall be converted, redeemed or reacquired by the Corporation,
such shares shall resume the status of authorized but undesignated and unissued shares of preferred stock and shall no longer
be designated as Series A-1 Preferred Stock.


 


*
* * * * * *


 




    	 	16	 



     


    

 


IN
WITNESS WHEREOF, the undersigned as executed this Certificate of Designation as of this 15th day of October, 2015.


 


	 	CREATIVE
    REALITIES, INC.
	 	 
	 	 
	 	John
    Walpuck, 

Chief Financial Officer


 




    	 	17	 



     


    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


(TO
BE EXECUTED BY THE REGISTERED HOLDER


IN
ORDER TO CONVERT SHARES OF SERIES A-1 PREFERRED STOCK)


 


The
undersigned hereby irrevocably elects to convert the number of shares of Series A 6% Convertible Preferred Stock indicated below
into shares of common stock, par value $0.01 per share, of Creative Realities, Inc., a Minnesota corporation (the “Corporation”),
according to the conditions hereof, as of the date written below. If shares of common stock are to be issued in the name of a
Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement. No fee
will be charged to the Holders for any conversion, except for any such transfer taxes.


 


The
undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933.


 


Conversion
calculations: ________________________________________________________________________________________________


 


Conversion
Date: ______________________________________________________________________________________________________


 





Number
of shares of Series A-1 Preferred Stock owned prior to Conversion: ________________________________________________________


 


Number
of shares of Series A-1 Preferred Stock to be Converted: ________________________________________________________________


 


Stated
Value of shares of Series A-1 Preferred Stock to be Converted: _____________________________________________________________


 


Number
of Conversion Shares to be Issued: __________________________________________________________________________________


 


Conversion
Price: _______________________________________________________________________________________________________


 


Number
of shares of Series A-1 Preferred Stock owned after Conversion: __________________________________________________________


 


Address
for Delivery: ____________________________________________________________________________________________________


 


or


 


DWAC
Instructions:


Broker
no: ________________


Account
no: _______________


 


	 	SIGNATURE
    of HOLDER:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


ANNEX
B


 


FORM
OF STOCK POWER


 


FOR
VALUE RECEIVED, the undersigned does hereby assign, sell and transfer unto ________________________________________, a ________________________,
an aggregate of _____________________________________________________ (_____________) shares of Series A-1 6% Convertible Preferred
Stock of Creative Realities, Inc., a Minnesota corporation (the “Corporation”), represented by Certificate No(s).
_________ (the “Stock”), legally and beneficially owned by the undersigned and standing in the name of the undersigned
on the Corporation’s books and records. The undersigned hereby irrevocably appoints _____________________________________,
as his or her true and lawful attorney-in-fact to transfer the Stock on the Corporation’s books and records, with full power
of substitution and re-substitution in the premises.


 


Dated:
________________


 


	 	 
	 	Signature
	 	 
	 	 
	 	Printed
    Name