Exhibit 10.1


 


TENTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


This TENTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT dated as of November 30, 2020 (this “Amendment”) to the Loan and Security Agreement dated as of August
17, 2016 (as amended by the First Amendment dated as of December 12, 2016, the Second Amendment dated as of November 13, 2017 (including
the Allonge dated November 13, 2017 pursuant thereto to the Revolving Note and the Term Note), the Third Amendment dated as of
January 16, 2018, the Fourth Amendment dated as of April 27, 2018, the Fifth Amendment dated as of November 14, 2018 and a Joinder
Agreement dated as of November 20, 2018, the Sixth Amendment dated as of November 6, 2019, the Seventh Amendment dated as of December
17, 2019, the Eighth Amendment dated as of April 1, 2020, the Ninth Amendment dated as of September 29, 2020 and as it may be further
amended, restated, supplemented, modified or otherwise changed from time to time, the “Loan Agreement”), is
by and among Creative Realities, Inc., a Minnesota corporation (“CRI”), Creative Realities, LLC, a Delaware
limited liability company (“CRLLC”), Conexus World Global, LLC, a Kentucky limited liability company (“Conexus”),
and Allure Global Solutions, Inc. a Georgia corporation (“Allure” and collectively referred to together with
CRI, CRLLC and Conexus as the “Borrower”), and Slipstream Communications, LLC, an Anguillan limited liability
company (the “Lender”). All terms used herein that are defined in the Loan Agreement and not otherwise defined
herein shall have the respective meanings assigned to them in the Loan Agreement.


 


WHEREAS, Lender is the holder of that certain
Secured Convertible Special Loan Promissory Note issued on December 30, 2019 (the “Special Loan”) by the Borrower;


 


WHEREAS, the Special Loan automatically
converts to New Preferred (as defined in the Loan Agreement) on November 30, 2020 and the Lender and Borrower desire to extend
the conversion date as set forth herein.


 


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


 


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


 


a) The first
sentence of Section 1.7 is hereby amended to replace “November 30, 2020” with “December 31, 2020”.


 


b) Schedule A
is hereby amended by adding the following definitions, in appropriate alphabetical order:


 


i)
“Tenth Amendment’ means the Tenth Amendment to Loan and Security Agreement dated as of November 30, 2020,
among Borrower and the Lender.”; and


 


ii)
“Tenth Amendment Effective Date” shall have the meaning specified therefor in Section 3 of the Tenth
Amendment.”.


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


ii) a certificate of an
authorized officer of each Borrower, certifying as to the matters set forth in subsections (a) and (b) of this Section 3.


 


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


 


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


 






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6. Miscellaneous.


 


a) Borrower
will pay on demand all reasonable and documented out-of-pocket fees, costs and expenses of the Lender in connection with the structuring,
preparation, negotiation, execution and delivery of this Amendment and the transactions and all documents contemplated herein and
therein, and related transactions, and all documents with respect thereto.


 


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


 


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


 


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


 


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


 


f) In
the case of any conflict between the terms of this Amendment and any Loan Document (including any promissory notes and allonges),
the terms of this Amendment shall control.


 


7. Covenant by Borrower. Borrower
covenants and agrees that at any time upon the request of Lender, Borrower will cause Creative Realities Canada, Inc., a Canadian
company and subsidiary of CRI to become a party to the Agreement.


 


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


 


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


 






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10. Submission To Jurisdiction; Waiver Of Jury Trial.


 


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


 


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


 


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


 


	BORROWER:	 	LENDER:
	 	 	 
	CREATIVE REALITIES, INC. 	 	SLIPSTREAM COMMUNICATIONS, LLC
	CREATIVE REALITIES, LLC 	 	 
	CONEXUS WORLD GLOBAL, LLC	 	 
	ALLURE GLOBAL SOLUTIONS, INC.	 	 
	 	 	 
	By:	/s/ Richard C. Mills	 	By:	/s/ Brian Friedman
	Name:	RICHARD C. MILLS	 	Name:	BRIAN FRIEDMAN
	Title:	Chief Executive Officer	 	Title: 	General Counsel & Secretary
	 	 	 
	Address for Notice (for all Borrowers): Creative

 Realities, Inc.	 	Address for Notice:

750 E. Main St., Suite 600
	Attention: Chief Financial Officer 13100 Magisterial

 Drive, Ste 100	 	Stamford, CT 06902 Attn: Mr. Brian Friedman
	Louisville, KY 40223	 	


 


Signature Page to Tenth Amendment to
Loan and Security Agreement