Exhibit 10.23


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of September 18, 2015, by
and between Creative Realities, Inc., a Minnesota corporation with its principal place of business at 55 Broadway, 9th
Floor, New York, New York 10006 (the “Company”), and Richard Mills, a resident of the State of Kentucky
(“Executive”).


 


BACKGROUND


 


The
Company desires to employ the Executive as its Chief Executive Officer, and Executive desires to accept such employment. Among
other things, this Agreement provides for base compensation for Executive, a term of employment and severance payments in certain
circumstances.


 


In
consideration of the foregoing, the Company and Executive hereby agree as follows:


 


ARTICLE
1 


EMPLOYMENT


 


1.01     The Company hereby agrees to employ Executive subject to and pursuant to the terms of this Agreement, and Executive agrees to
such employment, as the Company's Chief Executive Officer, and shall hold such titles under the terms of this Agreement. The parties
anticipate that Executive will initially perform his services primarily at the Company's executive offices in [vv], but that Executive
shall also travel on business as advisable and at times work remotely, with the expectation that Executive will use his good faith
business judgment to determine the appropriate locations to effectively perform his services.


 


1.02     Executive shall generally have the authority, responsibilities, and such duties as are customarily performed by the chief executive
officer of a public company of similar size and industry. Executive shall also render such additional services and duties within
the scope of Executive's experience and expertise as may be reasonably requested of him from time to time by the Board of Directors
of the Company (the “Board”). Furthermore, the Board may from time to time in its discretion redefine the duties
and responsibilities of Executive as it determines the needs of the Company require, so long as such duties are generally consistent
with the Executive's title.


 


1.03     Executive shall report to the Board or any committee thereof as the Board shall direct, and shall generally be subject to the
direction, orders, and advice of the Board.


 


ARTICLE
2 


BEST
EFFORTS OF EXECUTIVE


 


2.01     Executive shall use his best efforts, judgment and abilities in the performance of his duties, services and responsibilities for
the Company.


 






     

     


    

 


2.02     During the term of his employment, Executive shall devote substantially all of his business time and attention (other than during
periods of vacation, illness or disability) to the business of the Company and its subsidiaries and affiliates and shall not engage
in any substantial activity inconsistent with the foregoing, whether or not such activity shall be engaged in for pecuniary gain,
unless approved by the Board. Notwithstanding the foregoing, Executive may manage his personal investments, engage in educational,
charitable or other community activities, continue to satisfy his performance obligations with regard to Expense Reduction Analysts
of Kentucky, LLC and 33 Degree Convenient Connect, LLC, and business advisory capacities as long as such activities do not pose
an actual or apparent conflict of interest and do not interfere with Executive's performance of his duties under this Agreement.
Executive represents that any outside professional activities with which he is currently involved or reasonably expects to become
involved do not conflict with the business and affairs of the Company or interfere with Executive's performance of his duties
hereunder.


 


ARTICLE
3


TERM
AND NATURE OF EMPLOYMENT


 


3.01     Executive's employment on the basis described in this Agreement shall commence September 18, 2015, and shall continue, unless
sooner terminated because of death, disability, or with or without cause (as provided in Article 6), until the two-year anniversary
of that date. Neither the Company nor Executive shall be obligated to extend the term of this Agreement. Nevertheless, the initial
two-year term shall automatically be extended for successive one-year periods unless the Company or Executive elects not to do
so by giving written notice to the other not less than 90 days prior to the end of the then-current term.


 


3.02     The
terms and conditions of this Agreement may be amended from time to time with the consent of the Company and Executive. All such
amendments shall be effective when memorialized by a written agreement between the Company and Executive, following approval by
the Board or the Board's Compensation Committee (the “Committee”). Subject to the qualifications and provisions
on Section 6.01, Executive's employment with the Company shall, after the completion of the first full year of the initial two-year
term of this Agreement, be on an "at will" basis, meaning that either Executive or the Company may terminate the employment
relationship at any time for any reason or no reason; provided, however, that Executive may be entitled to certain compensation
upon termination to the extent provided in Section 6.03 below.


 


ARTICLE
4


COMPENSATION
AND BENEFITS


 


4.01     During
the initial two year term of employment, Executive shall be paid a base salary at an annualized rate of $270,000 per year (“Base
Salary”), payable in accordance with the Company's established payroll periods, and reduced by all deductions and withholdings
required by law and as otherwise specified by Executive. The Board or Committee agrees to review Executive's performance and compensation
annually. Executive's Base Salary may be increased (but not decreased) in the sole discretion of the Board or Committee; provided,
however, that Executive's Base Salary may be reduced in connection with compensation reductions applied to all other senior executives
of the Company.


 






    	 	2	 



     


    

 


4.02     During the term of employment, and in addition to payments of Base Salary set forth above, the Board may make Executive eligible
to participate in a performance-based cash bonus or equity award plan for senior executives of the Company, at the levels agreed
upon by the Board or Committee, based upon achievement of individual and/or Company goals established by the Board or Committee.


 


4.03     During the term of employment, Executive shall be entitled to participate in employee benefit plans, policies, programs, perquisites
and arrangements, as the same may be provided and amended from time to time, that are provided generally to similarly situated
executive employees of the Company, to the extent Executive meets the eligibility and other requirements for any such plan, policy,
program, perquisite or arrangement. If Executive elects to not participate in the same health and dental insurance program of
the Company that is offered to and participated in by the Company's Chief Executive Officer, if any, then the Company will pay
to Executive in cash that portion of the amount paid by the Company for the health and dental benefits of the Chief Executive
Officer, which is equal to the proportion that Executive's then-current Base Salary bears to the then-current base salary amount
paid to the Chief Executive Officer.


 


4.04     The Company shall reimburse Executive for all reasonable business expenses incurred by Executive in carrying out Executive's duties,
services, and responsibilities under this Agreement, subject to Executive's compliance with generally applicable policies, practices
and procedures of the Company (as the same may be changed from time to time) with respect to reimbursement for, and submission
of expense reports, receipts or similar documentation of, such expenses.


 


4.05     The
Company will grant, effective as of the Grant Date (as defined below), Executive the right to receive up to 4,951,557 shares of
common stock of the Company (“Common Stock”). The Common Stock issuable under this Section is referred to as
the “Performance Shares.” The “Grant Date” will be the close of business on date on which
the following conditions subsequent (the “Initial Grant Conditions”) shall have been satisfied: (i) Circle K convenience
stores enters into a written contract with 33 Degrees; (ii) the Company or any of its subsidiaries (including Conexus World Global)
enters into a written contract with 33 Degrees relating to the installation by 33 Degrees of networks at Circle K convenience
stores; and (iii) the documented and confirmed receipt by 33 Degrees of gross financing proceeds of at least $10 million; provided,
however, that on the Grant Date only 25% of the Performance Shares will be issued/vested, and the remaining Performance Shares
will be issued (or vested) in equal one-third tranches upon the satisfaction of the following additional conditions: (x) the successful
installation of Company products and services in 1,000 Circle K store locations involving a gross margin by the Company of at
least 20%; (y) the successful installation of Company products and services in another 1,000 Circle K store locations involving
a gross margin by the Company of at least 20%; and (z) the installation of Company products and services in a final 1,000 Circle
K store locations involving a gross margin by the Company of at least 20%. The Company and Executive will work together in good
faith to facilitate, further, and document the achievement and satisfaction of the Initial Grant Conditions and the granting and
vesting of the Performance Shares in a manner that is mutually acceptable to the Company and Executive.


 






    	 	3	 



     


    

 


ARTICLE
5 


VACATION
AND LEAVE OF ABSENCE


 


5.01     Executive shall be entitled to 17 business days of paid time off (“PTO”) for each 12 months of employment, in
addition to the Company's normal holidays. PTO includes sick days in excess of three sick days per calendar year provided by the
Company's current sick leave policy, as well as leaves of absences and vacations. Unused PTO for any annual period will not be
rolled over into any subsequent year. PTO will be scheduled after taking into account the Executive's duties and obligations at
the Company. PTO and sick leave and all other leaves of absence will be taken in accordance with the Company's stated personnel
policies and upon agreement of the Board. Upon termination or expiration of the Executive's employment, Executive shall be entitled
to compensation for any accrued, unused PTO time in accordance with the Company's PTO policy as of date of termination.


 


ARTICLE
6


TERMINATION


 


6.01     During the initial two-year term, the Company may terminate Executive's employment at any time, with Cause (as defined in Section
6.07) upon written notice to Executive; provided, however, that following the completion of the first full year of the term of
this Agreement, the Company may terminate Executive's employment at any time, with or without Cause, in the event that the Company
the Initial Grant Conditions have not been met. For the purposes of this Agreement, an election by the Company not to extend employment
pursuant to Section 3.01 shall be deemed a termination without Cause.


 


6.02     Executive's
employment will terminate as of the date of the death or Disability of the Executive. “Disability” shall
mean a determination by the Board that Executive is unable to perform the essential functions of his job under this
Agreement due to illness, injury, or other condition of a physical or psychological nature, with or without a reasonable
accommodation for a period aggregating to 90 days in any 12-month period. Such determination shall be made in good faith by
the Board, the decision of which shall be conclusive and binding. For clarity, the essential function of Executive's job
specifically include, but are not limited to, Executive's consistent performance of his obligations under Sections 1.02,
2.01, and 2.02 of this Agreement.


 


6.03     On any termination of employment, Executive will be entitled to receive:


 


	 	(a)	Base
    Salary for services performed through the date of such termination, payable on a pro-rated basis at the end of the month in
    which termination occurs;


 


	 	(b)	accrued
    and unpaid PTO in accordance with Article 5;


 


	 	(c)	any
    interest that Executive may have as a terminated employee in the Company's 401(k) plan or other plans in which he participated,
    but only as required or permitted under the terms of such plans;


 






    	 	4	 



     


    

 


	 	(d)	all
    Performance Shares for which the Initial Grant Conditions (and any other applicable vesting conditions) have been satisfied,
    or for which the Initial Grant Conditions (and any other applicable vesting conditions) become satisfied within six (6) months
    after a termination due to Death or Disability, and


 


	 	(e)	a
    pro-rated portion of any bonus otherwise due under Section 4.02 above, provided such payment is consistent with the terms
    of such bonus plan. Any such bonus will be pro-rated based upon the number of full months Executive worked in the calendar
    year in which any such bonus was earned.


 


If
(x) Executive terminates Executive's employment for Good Reason, (y) the Company terminates Executive's employment without Cause
(if permitted under Article 6), or (z) Executive is an active and full-time employee at the time of a Change in Control (as defined
in Section 6.09) and Executive's employment is terminated within 12 months after the Change in Control for any reason (including
Good Reason) other than death, Disability or Cause, then, in addition to the amounts set forth in (a), (b), (c) and (d) above,
Executive will be paid an amount equal to six months of his Base Salary, less customary withholdings; provided, however, that
Executive will be paid an amount equal to 12 months of his Base Salary, less customary withholdings, if a termination giving rise
to Executive's right to severance payments hereunder occurs after the one-year anniversary of this Agreement. Such Base Salary
will be paid in equal monthly installments, subject to Article 7 of this Agreement. In addition, if Executive is eligible to and
elects to continue medical coverage from the Company as provided by law (commonly referred to as COBRA), and continues to pay
Executive's portion of the monthly medical insurance premiums, the Company will continue to pay the Company's portion of the monthly
medical insurance premiums paid at the time of termination for COBRA coverage for Executive and his eligible dependents for a
period of one year after termination of employment.


 


Upon
a termination for any other reason, including a voluntary resignation without Good Reason or a termination for Cause, Executive
will receive only the amounts set forth in (a), (b) (c) and (d) above.


 


Notwithstanding
the foregoing, all pay and benefits to Executive upon termination will be conditioned on Executive signing and not rescinding
a conventional separation agreement and mutual release in form and substance acceptable to the Company, which agreement shall
include, at a minimum, a full and general release of all claims (including employment-related claims) to the greatest extent allowed
by applicable law, a covenant not to sue, and an agreement to be reasonably available for consultation and assistance to the Company
during any period in which severance is paid, and an agreement to return to the Company all Company property and copies thereof
in any form or media.


 


6.04     During the term of his employment and for 12 months after the date of Executive's termination of employment, (i) Executive shall
not, directly or indirectly, make or publish any disparaging statements (whether written or oral) regarding the Company or any
of its then-affiliated companies or businesses, or the affiliates, directors, officers, agents, principal shareholders or customers
of any of them and (ii) the Company's directors and officers shall not directly or indirectly, make or publish any disparaging
statements (whether written or oral) regarding Executive. Information which a Company director or officer or Executive is required
to make or disclose regarding the other to comply with laws or regulations, or makes in a pleading on the advice of litigation
counsel, and information which a Company director or officer needs to disclose for legitimate business reasons (for example disclosure
to the Company's insurers or business associates), shall not constitute a disparaging statement.


 






    	 	5	 



     


    

 


6.05     Upon any termination of Executive's employment with the Company, Executive will immediately return to the Company all equipment,
property and documents of the Company, specifically including all property and documents containing any Confidential Information
(as defined in Section 8.01).


 


6.06     Upon any termination of Executive's employment with the Company, Executive shall be deemed to have resigned from all other positions
he then holds as an officer, employee or director or other independent contractor of the Company or any of its subsidiaries or
affiliates, unless otherwise agreed by the Company and Executive in writing, and Executive will execute all documents reasonably
requested of him to confirm such resignations.


 


6.07     Any
of the following events shall constitute “Cause”:


 


	 	(a)	any
    conviction or nolo contendere plea by Executive to a felony, gross misdemeanor, a misdemeanor involving moral
    turpitude, or any conduct by Executive that has or can reasonably be expected to     have a detrimental effect on the Company
    or its image, or the image or reputation of its management, the Company's customers,     or its employees;


 


	 	(b)	any
    act of misconduct involving dishonesty which is injurious to the Company, any willful or gross negligence in the performance
    of duties, or any breach of fiduciary or other duty with respect     to the Company;


 


	 	(c)	any
    material breach of this Agreement or of the Company's published or written rules, codes or polices; provided, however, that
    such breach shall not constitute Cause if Executive cures or remedies     such breach within 15 days after written notice to
    Executive, without material harm or loss to the Company, unless (i) such     breach is part of a pattern of chronic breaches
    of the same, which may (but shall not be required to) be evidenced by a report     or warning letter given by the Company to
    Executive; or (ii) such breach is of a nature that it is reasonably deemed by the     Board not to be curable, including
    situations where the Board reasonably determines that harm or loss to the Company has already     occurred or can reasonably
    be expected to occur and cannot be eliminated by such cure;


 


	 	(d)	any
    act of insubordination by Executive; provided, however, an act of insubordination by Executive shall not constitute Cause if
    Executive cures or remedies such insubordination within 15 days     after written notice to Executive, without material harm
    or loss to the Company, unless (i) such insubordination is a part     of a pattern of chronic insubordination,
    which may
be evidenced by a report or warning letter given by the Company to Executive; or (ii) such insubordination is of a nature that
it is reasonably deemed by the Board not to be curable, including situations where the Board reasonably determines that harm or
loss to the Company has already occurred or can reasonably be expected to occur and cannot be eliminated by such cure;


 






    	 	6	 



     


    

 


	 	(e)	any
    disclosure of any Company trade secret or Confidential Information other than for the legitimate business purposes of the
    Company or as required by law, or conduct constituting unfair competition with respect to the Company, including intentionally
    inducing a party to breach a contract with the Company; or 
	 	 	 
	 	(f)	a
    willful violation of federal or state securities laws or employment laws.




 


In
making such determination of Cause, the Board shall act in good faith and give Executive a reasonably detailed written notice
in advance of the termination. A resolution providing for the termination of Executive's employment for Cause must be approved
by a majority of the members of the Board; provided, however, that if Executive is a member of the Board, he shall not vote on
the resolution and shall not be deemed to be a member of the Board for purposes of whether a majority of its members have approved
such termination. Executive's employment shall be deemed terminated for Cause upon the approval by the Board of a resolution terminating
Executive's employment for Cause unless a later time or date is specified. For purposes of this Agreement, no act or failure by
the Executive shall be considered "willful" if such act is done by Executive in good faith in the belief that such act
is or was lawful and in the best interest of the Company or one or more of its businesses. In the event of a termination for Cause,
and not withstanding any contrary provision otherwise stated, Executive shall receive only those amounts set forth in Section
6.03(a), (b), (c) and (d).


 


6.08     Executive may terminate his employment upon 60 days prior written notice to the Company for Good Reason. For purposes of this
Agreement, “Good Reason” means any of the following events or actions taken by the Company without Cause, and
without circumstances existing that would constitute Cause:


 


	 	(a)	the
    Company or any of its subsidiaries reduces Executive's Base Salary, or otherwise changes benefits provided to Executive under
    compensation and benefit plans, arrangements, policies and procedures to be as a whole materially less favorable to Executive,
    other than reductions in Base Salary permitted under Section 4.01;


 


	 	(b)	without
    Executive's express written consent, the Company or any of its subsidiaries significantly reduces Executive's job authority
    and responsibility, except as permitted under Section 1.02;


 


	 	(c)	without
    Executive's express written consent, the Company or any of its subsidiaries requires Executive to change the location of Executive's
    job or
office, to a location more than 50 miles from the location of Executive's job or office immediately prior to such required change;


  






    	 	7	 



     


    

 





	 	(d)	a
    successor company fails or refuses to assume the Company's obligations under this Agreement; or


 


	 	(e)	the
    Company or any successor company breaches any of the material provisions of this Agreement.


 


If
Executive intends to terminate this Agreement for Good Reason, Executive must give not less than 60 days prior written notice
to the Company of the facts or events giving rise to Good Reason, and must give such notice within 90 days following the facts
or event alleged to give rise to Good Reason. The Company shall, within such 60-day notice period, have the right to cure or remedy
events or any action or event constituting “Good Reason” within the meaning of this Section 6.08. The failure to give
such notice shall be deemed a waiver of the right to terminate this Agreement for Good Reason based on such fact or event.


 


6.09     For
purposes of this Agreement, “Change of Control” shall mean any one of the following:


 


	 	(a)	an
    acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
    Act of 1934 (the “Exchange Act”), of 50% or more of either: (1) the then-outstanding common stock of the
    Company (the “Stock”); or (2) the combined voting power of the Company's outstanding voting securities,
    immediately after such acquisition, entitled to vote generally in the election of directors; provided, however, that the following
    acquisitions shall not constitute a Change of Control and shall be disregarded in determining whether any Change of Control
    shall have occurred: (i) any acquisition of Stock or other securities directly from the Company; (ii) any acquisition of Stock
    or other securities by the Company or any subsidiary; (iii) any acquisition of Stock or other securities by the trustee or
    other fiduciary of any employee benefit plan or trust sponsored by the Company or any subsidiary; or (iv) any acquisition
    of Stock or other securities by any corporation with respect to which, immediately after such acquisition, more than 50% of
    the Stock or other securities is beneficially owned by substantially all of the individuals and entities who were beneficial
    owners of Stock and other securities of the Company immediately prior to such acquisition in substantially similar proportions
    immediately before and after such acquisition;


 


	 	(b)	approval
    by the shareholders of the Company of a reorganization, merger, consolidation, liquidation, dissolution, sale or statutory exchange of Stock which changes the beneficial ownership of Stock
    and other securities so that after the immediately previous owners of 50% of the Stock and other voting securities do not
    own 50% of the Stock and other voting securities either legally or beneficially;


 






    	 	8	 



     


    

 


	 	(c)	the
    sale, transfer or other disposition of all or substantially all of the Company's assets in a transaction with a third party,
    other than in connection with a joint venture or similar transaction,     as reasonably determined by the Board;
    or


 


	 	(d)	a
    merger of the Company with another entity after which the pre-merger shareholders of the Company own less than 50% of the
    issued and outstanding voting securities of the surviving corporation.


 


Notwithstanding
the foregoing, a "Change of Control" shall not be deemed to occur with respect to Executive if the acquisition of a
50% or greater interest is by a group that includes Executive, nor shall it be deemed to occur if at least 50% of the voting securities
of the Company owned before the occurrence are beneficially owned subsequent to the occurrence by a group that includes Executive.


 


6.10     The provisions of Sections 6.04, 6.05 and 6.06 shall survive the termination of this Agreement.


 


ARTICLE
7 


SEVERANCE
PAYMENT


LIMITATIONS
UNDER CODE SECTION 409A


 


7.01     Notwithstanding
any other provision of this Agreement, the Company and Executive intend that any payments, benefits or other provisions applicable
to this Agreement comply with the payout and other limitations and restrictions imposed under Section 409A of the Internal Revenue
Code (“Section 409A”), as clarified or modified by guidance from the U.S. Department of Treasury or the Internal
Revenue Service—in each case if and to the extent Section 409A is otherwise applicable to this Agreement and such compliance
is necessary to avoid the penalties otherwise imposed under Section 409A. In this regard, the Company and Executive agree that
the payments, benefits and other provisions applicable to this Agreement, and the terms of any deferral and other rights regarding
this Agreement, shall be deemed modified if and to the extent necessary to comply with the payout and other limitations and restrictions
imposed under Section 409A, as clarified or supplemented by guidance from the U.S. Department of Treasury or the Internal Revenue
Service—in each case if and to the extent Section 409A is otherwise applicable to this Agreement and such compliance is
necessary to avoid the penalties otherwise imposed under Section 409A.


 


7.02     The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes, and other amounts
required by applicable law to be withheld by the Company.


 


7.03     The provisions of this Article 7 will be deemed to survive the termination of this Agreement for the purposes of satisfying the
obligations of the Company and Executive hereunder.


 


7.04     Notwithstanding any provision in this Agreement to the contrary, the total severance benefit payable to the Executive during the
first six months following the Executive's termination of employment shall not exceed the lesser of two times the Executive's
annual compensation or the amount specified in Section 409A. Any amounts that cannot be paid because of this limitation shall
be paid in a lump sum on the first day of the seventh month following the Executive's termination of employment. The remaining
amount shall be paid in installments for the duration of the non-compete period. Notwithstanding the above, if Executive terminates
employment for Good Reason, and such termination of employment does not constitute an "involuntary termination of employment"
under Section 409A, then no payment shall be made until the first day of the seventh month following the Executive's termination
of employment. Any amounts that cannot be paid because of this limitation shall be paid in a lump sum on the first day of the
seventh month following Executive's termination of employment.


 






    	 	9	 



     


    

 


ARTICLE
8 


NONDISCLOSURE
AND INVENTIONS


 


8.01     Except
as permitted or directed by the Company or as may be required in the proper discharge of Executive's employment hereunder, Executive
shall not, during his employment or at any time thereafter, divulge, furnish or make accessible to anyone or use in any way any
Confidential Information. “Confidential Information” means any information or compilation of information regarding
the Company or its subsidiaries or affiliates that the Executive learns or develops during the course of his/her employment that
is not generally known by persons outside the Company (whether or not conceived, originated, discovered, or developed in whole
or in part by Executive). “Confidential Information” includes but is not limited to the following types of information
and other information of a similar nature (whether or not reduced to writing), all of which Executive agrees constitutes the valuable
trade secrets: research, designs, development, know how, computer programs and processes, marketing plans and techniques, existing
and contemplated products and services, potential and actual customer and product names and related information, prices, sales,
inventory, personnel, computer programs and related documentation, technical and strategic plans, and finances. “Confidential
Information” also includes any information of the foregoing nature that the Company treats as proprietary or designates as
Confidential Information, whether or not owned or developed by the Company. “Confidential Information” does not include
information that (a) is or becomes generally available to the public through no fault of Executive, (b) was known to Executive
prior to its disclosure by the Company, as demonstrated by files in existence at the time of the disclosure, (c) becomes known
to Executive, without restriction, from a source other than the Company, without breach of this Agreement by Executive and otherwise
not in violation of the Company's rights, or (d) is explicitly approved for release by written authorization of the Company.


 


8.02     Executive acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, trade secrets,
analyses, drawings, reports and all similar related information (whether or not patentable) which relate to the Company's or any
of its subsidiaries' actual or anticipated business, research and development or existing products or services and which are conceived,
developed or made by Executive while employed by the Company or any of its subsidiaries (“Work Product”) belong
to the Company or such subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company's expense,
perform all actions reasonably requested by the Board (whether during or after employment by the Company) to establish and confirm
such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). For purposes
of this Agreement, any Work Product or other discoveries relating to the business of the Company or any subsidiaries on which
Executive files or claims a copyright or files a patent application, during the Term of this Agreement, shall be presumed to be
Work Product conceived or developed by Executive in whole or in part during the term of his employment with the Company, subject
to proof to the contrary by good faith, written and duly corroborated records establishing that such Work Product was conceived
and made following termination of employment.


 






    	 	10	 



     


    

 


Notwithstanding
the foregoing, the Company advises Executive, and Executive understands and agrees, that the foregoing does not apply to inventions
or other discoveries for which no equipment, supplies, facility or trade secret information of the Company was used and that was
developed entirely on Executive's own time, and (a) that does not relate (i) directly to the Company's business or (ii) to the
Company's actual or demonstrably anticipated business research or development, or (b) that does not result from any work performed
by Executive for the Company.


 


8.03     In the event of a breach or threatened breach by Executive of the provisions of this Article 8, the Company shall be entitled
to an injunction restraining Executive from directly or indirectly disclosing, disseminating, lecturing upon, publishing or using
such confidential, trade secret or proprietary information (whether in whole or in part) and restraining Executive from rendering
any services or participating with any person, firm, corporation, association or other entity to whom such knowledge or information
(whether in whole or in part) has been disclosed, without the posting of a bond or other security. Nothing herein shall be construed
as prohibiting the Company from pursuing any other equitable or legal remedies available to it for such breach or threatened breach,
including the recovery of damages from Executive.


 


8.04     Executive agrees that all notes, data, reference materials, documents, business plans, business and financial records, computer
programs, and other materials that in any way incorporate, embody, or reflect any of the Confidential Information, whether prepared
by Executive or others, are the exclusive property of the Company, and Executive agrees to forthwith deliver to the Company all
such materials, including all copies or memorializations thereof, in Executive's possession or control, whenever requested to
do so by the Company, and in any event, upon termination of Executive's employment with the Company.


 


8.05     The Executive understands and agrees that any violation of this Article 8 while employed by the Company may result in immediate
disciplinary action by the Company, including termination of employment for Cause.


 


8.06     The provisions of this Article 8 shall survive termination of this Agreement indefinitely.


 






    	 	11	 



     


    

 


ARTICLE
9


NON-COMPETITION,
NON-INTERFERENCE AND NON-SOLICITATION


 


9.01     In further consideration of the compensation and benefits that have been provided to Executive and will be provided to Executive
hereunder, Executive acknowledges that in the course of his employment with the Company he will become familiar with Confidential
Information and that his services have been and will be of a special, unique and extraordinary value to the Company, and therefore,
Executive agrees that, during the period of his employment, and for a period of one year following the termination of Executive's
employment with the Company, he shall not directly or indirectly own any interest in, manage, control, participate in, consult
with, render services for, or in any manner engage in any business competing with the business of the Company, its subsidiaries
or affiliates, as defined below, and as such businesses exist or are developing during the period of his employment, within any
geographical area in which the Company or its subsidiaries or affiliates engage or have defined plans to engage in such businesses.
Nothing herein shall prevent Executive from being a passive owner of not more than 2% of the outstanding stock of any class of
a corporation which is publicly traded, so long as Executive has no participation in the business of such corporation nor from
continuing to satisfy his performance obligations with regard to Expense Reduction Analysts of Kentucky, LLC and 33 Degree Convenient
Connect, LLC. For the purposes of this Agreement, "business" or "business of the Company" means, with respect
to and including the Company and its subsidiaries or affiliates, the design, development, marketing and sale of digital signage
products and solutions, excluding those companies specifically identified in this Section.


 


9.02     Executive agrees that during the term of his employment and for a period of one year after the termination of Executive's employment
he will not directly or indirectly (i) in any way interfere or attempt to interfere with the Company's relationships with any
of its current or potential customers, vendors, investors, business partners, or (ii) employ or attempt to employ any of the Company's
employees, including those who were employees at the Company during the 12 months prior to Employee's termination at the Company,
on behalf of any other entity, whether or not such entity competes with the Company.


 


9.03     Executive agrees that breach by him of the provisions of this Article 9 will cause the Company irreparable harm that is not fully
remedied by monetary damages. In the event of a breach or threatened breach by Executive of the provisions of this Article 9,
the Company shall be entitled to an injunction restraining Executive from directly or indirectly competing or recruiting as prohibited
herein, without posting a bond or other security, and, if the Company is successful in establishing a breach, to its reasonable
attorneys' fees and costs, all to the greatest extent permitted by law. Nothing herein shall be construed as prohibiting the Company
from pursuing any other equitable or legal remedies available to it for such breach or threatened breach, including the recovery
of damages from Executive.


 


9.04     Executive understands and agrees that any violation of this Article 9 while employed by the Company may result in immediate disciplinary
action by the Company, including termination of employment for Cause.


 






    	 	12	 



     


    

 


9.05     Executive acknowledges that the covenants in this Article 9 have been conditions of, and were incidents to, his initial employment,
and that these covenants are supported by additional and adequate consideration and are fully enforceable in accordance with their
terms.


 


9.06     The obligations contained in this Article 9 shall survive the termination of this Agreement as described in this Article 9.


 


ARTICLE
10


GENERAL
PROVISIONS


 


10.01     This Agreement shall be governed and construed according to the laws of the State of New York without regard to conflicts-of-law
provisions. The Company and Executive agree that if any action is brought pursuant to this Agreement that is not otherwise required
to be resolved by arbitration pursuant to Section 10.06, such dispute shall be resolved only in the federal or state courts located
in New York, New York, and each party hereto unconditionally (a) submits for itself in any proceeding relating to this Agreement,
or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the such courts, and agrees
that all claims in respect to any such proceeding shall be heard and determined in such state courts or, to the extent permitted
by law, in such federal courts, (b) consents that any such proceeding may and shall be brought in such courts and waives any objection
that it may now or thereafter have to the venue or jurisdiction of any such proceeding in any such court or that such proceeding
was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any proceeding
(whether based on contract, tort or otherwise) arising out of or relating to this Agreement, or its performance under or the enforcement
of this Agreement; (d) agrees that service of process in any such proceeding may be effected by mailing a copy of such process
by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as
provided in Section 10.08; and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in
any other manner permitted by the laws of the State of New York.


 


10.02     This Agreement is personal to Executive and Executive may not assign or transfer any part of his rights or duties hereunder, or
any compensation due to him hereunder, to any other person or entity. This Agreement may be assigned by the Company. The Company
shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, of all or
substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company's
obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no
such succession or assignment had taken place. In such event, the term "Company," as used in this Agreement, shall mean
the Company as defined above and any successor or assignee to its business or assets that by reason hereof becomes bound by the
terms and provisions of this Agreement.


 


10.03     The waiver by the Company of the breach or nonperformance of any provision of this Agreement by Executive will not operate or
be construed as a waiver of any future breach or nonperformance under any such provision or any other provision of this Agreement
or any similar agreement with any other Executive.


 






    	 	13	 



     


    

 


10.04     This Agreement supersedes, revokes and replaces any and all prior oral or written understandings, if any, between the parties
relating to the subject matter of this Agreement. The parties agree that this Agreement: (a) is the entire understanding and agreement
between the parties; and (b) is the complete and exclusive statement of the terms and conditions thereof, and there are no other
written or oral agreements in regard to the subject matter of this Agreement. Except for modifications described in Section 1.02,
3.01 and 4.01, this Agreement shall not be changed or modified except by a written document signed by the parties hereto.


 


10.05     To the extent that any provision of this Agreement shall be determined to be invalid or unenforceable as written, the validity
and enforceability of the remainder of such provision and of this Agreement shall be unaffected. If any particular provision of
this Agreement shall be adjudicated to be invalid or unenforceable, the Company and Executive specifically authorize the tribunal
making such determination to edit the invalid or unenforceable provision to allow this Agreement, and the provisions thereof,
to be valid and enforceable to the fullest extent allowed by law or public policy.


 


10.06     Any dispute, claim or controversy arising under this Agreement shall, at the request of any party hereto be resolved by binding
arbitration in New York, New York, by a single arbitrator selected by the Company and Executive, with arbitration governed by
The United States Arbitration Act (Title 9, U.S. Code); provided, however, that a dispute, claim or controversy shall be subject
to adjudication by a court in any proceeding against the Company or Executive involving third parties (in addition to the Company
or Executive). Such arbitrator shall be a disinterested person who is either an attorney, retired judge or labor relations arbitrator.
In the event the Company and Executive are unable to agree upon such arbitrator, the arbitrator shall, upon petition by either
the Company or Executive, be designated by a court of competent jurisdiction in accordance with Section 10.01. The arbitrator
shall have the authority to make awards of damages as would any court in New York having jurisdiction over a dispute between employer
and Executive, except that the arbitrator may not make an award of exemplary damages or consequential damages. In addition, the
Company and Executive agree that all other matters arising out of Executive's employment relationship with the Company shall be
arbitrable, unless otherwise restricted by law.


 


	 	(a)	In
    any arbitration proceeding, each party shall pay the fees and expenses of its or his own legal counsel.


 


	 	(b)	The
    arbitrator, in his or her discretion, shall award legal fees and expenses and costs of the arbitration, including the
    arbitrator's fee, to a party who substantially prevails in its claims in such     proceeding.


 


	 	(c)	Notwithstanding
    this Section 10.06, in the event of alleged noncompliance or violation, as the case may be, of Articles 8 or 9 of this Agreement, the Company may, at its discretion, alternatively
    apply to a court of competent jurisdiction for a temporary restraining order, injunctive and/or such other legal and equitable
    remedies as may be appropriate.


 


10.07     If any contest or dispute shall arise between the Company and Executive regarding any provision of this Agreement, and such dispute
results in court proceedings or arbitration, a party that prevails with respect to a claim brought and pursued in connection with
such dispute shall be entitled to recover its legal fees and expenses reasonably incurred in connection with such dispute. Such
reimbursement shall be made as soon as practicable following the resolution of the dispute (whether or not appealed) to the extent
a party receives documented evidence of such fees and expenses.


 






    	 	14	 



     


    

 


10.08     For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed
to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed
to Executive at his residence address appearing on the records of the Company and to the Company at its then-current executive
offices to the attention of the Chief Executive Officer or Board. All notices and communications shall be deemed to have been
received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change
of address shall be effective only upon actual receipt. No objection to the method of delivery may be made if the written notice
or other communication is actually received.


 


10.09     The
provisions of this Article 10 shall survive the termination of this Agreement, indefinitely.


 


 


*  *  *  *  *  *  *


 






    	 	15	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Executive Employment Agreement to be effective as of the date first set forth
above.


 


	 	CREATIVE
    REALITIES, INC.:
	 	 
	 	 
	 	John
    Walpuck
	 	Chief
    Financial Officer and Chief Operating Officer
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/
 Richard Mills
	 	Richard
Mills


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature
Page — Executive Employment Agreement


(Richard
Mills)