Exhibit 10.31


 


FOURTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


This
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of April 27, 2018 (this “Amendment”) to the Loan
and Security Agreement dated as of August 17, 2016 (as amended by the First Amendment thereto dated as of December 12, 2016,
the Second Amendment thereto 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 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”), and Conexus World Global, LLC, a Kentucky limited liability company
(“Conexus”) and collectively referred to together with CRI and CRLLC 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,
Borrower, Broadcast International, Inc., a Utah corporation (“BII”), and the Lender are parties to the Loan Agreement,
pursuant to which, inter alia, as of the date hereof and immediately prior to the effectiveness of this Amendment, the
outstanding principal amount of the Term Loan is $3,000,000 and the outstanding principal amount of the Revolving Loan is $1,000,000;


 


WHEREAS,
CRI has advised the Lender that BII has been dissolved;


 


WHEREAS,
Borrower has requested that the Lender increase the Revolving Loan Limit from $1,000,000 to $2,100,000 and, upon the terms and
subject to the conditions set forth in this Amendment, the Lender is willing to increase the Revolving Loan Limit from $1,000,000
to $2,100,000; and


 


WHEREAS,
Slipstream Funding, LLC, a Delaware limited liability company of which the Lender is the sole member (“Funding”),
entered into a Guaranty Agreement dated in August, 2014 (the “Guaranty”), for the benefit of TFJ Audrey, LLC, the
landlord of certain premises in New Jersey leased to CRLLC (“Landlord”), and as an inducement to Landlord to enter
into a lease for said premises (the “Lease”);


 


WHEREAS,
pursuant to the Guaranty, Funding deposited $440,000 in escrow, upon which Landlord could draw under the circumstances set forth
in the Guaranty, and of which, as of the date hereof, $176,000 has been returned to Funding pursuant to the Guaranty and $264,000
remains in escrow subject to the Guaranty; and


 


WHEREAS,
CRLLC has vacated the aforesaid premises and is seeking to terminate the Lease and in connection therewith the parties hereto
expect Landlord to seize the entire remaining balance of the funds held pursuant to the Guaranty, in which case Funding would
have a right of immediate subrogation against and to recover from CRLLC an amount equal to said funds, and, upon the terms and
subject to the conditions set forth in this Amendment, Lender is willing to defer the exercise of its rights of subrogation and
recovery.


 






    


     


    

 


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
Introduction is hereby amended and restated to read in its entirety as follows:


 


“Borrower
desires to obtain the Term Loan, and from and after the First Amendment Effective Date, the Revolving Loan, and from and after
the Fourth Amendment Effective Date, the Disbursed Escrow Loan and other financial accommodations from Lender for the purpose
of (i) refinancing the obligations of Borrower owed to Allied Affiliated Lending, L.P. in connection with the Factoring Agreement,
as defined below, (ii) paying off certain obligations under settlement arrangements in effect as of the date hereof, (iii) to
obtain working capital and (iv) having a subsidiary of Lender waive certain subrogation rights and rights of recovery, and Lender
is willing to provide the Term Loan, and from and after the First Amendment Effective Date, the Revolving Loan, and from and after
the Fourth Amendment Effective Date, the Disbursed Escrow Loan, in accordance with the terms and conditions of this Agreement.
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Schedule A.”;


 


(b) Section
1.2 is hereby amended by adding a new subsection (d), which subsection shall read in its entirety as follows:


 


“(d)
At any time or from time to time upon the occurrence of a Disbursed Escrow Withdrawal, such Disbursed Escrow Withdrawal shall
automatically without any further action be treated as being and deemed to be a Disbursed Escrow Loan in the principal amount
equal to the Disbursed Escrow Guarantee Amount with respect thereto. The Disbursed Escrow Loans are to be evidenced by, and are
repayable in accordance with the terms of, the Disbursed Escrow Note and this Agreement. Each Disbursed Escrow Loan will have
a maturity date on the Disbursed Escrow Maturity Date.”;


 


(c) Section
1.4(b) is hereby amended by inserting immediately after the phrase “all then-accrued but unpaid interest shall be paid on
the Maturity Date” the phrase “with respect to the Revolving Note and the Term Note, and on the Disbursed Escrow Maturity
Date with respect to the Disbursed Escrow Note”;


 


(d) Section
1.5 is hereby amended by inserting immediately after the phrase “and second to the Term Loan” the phrase “and
third to the Disbursed Escrow Loan”;


 


(e) Section
1.6 is hereby amended and restated so that as so amended and restated it reads in its entirety as follows:


 


“Warrant.
On the Closing Date, CRI will execute and deliver to the Lender the Warrant in substantially the form attached hereto as Exhibit
B.”


 


(f) The
second sentence of Section 3.3 is hereby amended by inserting immediately after the phrase “As of the Closing Date, each
Loan Document (other than the First Amendment, as to which as of the First Amendment Effective Date and other than the Second
Amendment, as to which as of the Second Amendment Effective Date and other than the Third Amendment, as to which as of the Third
Amendment Effective Date” and immediately before the closing of the parenthetical therein, the phrase “and other than
the Fourth Amendment, as to which as of the Fourth Amendment Effective Date”;


 






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


 


		i)	“’Disbursed
                                         Escrow Advance’ means each advance of a Disbursed Escrow Loan made or deemed
                                         made pursuant to this Agreement.”;



 


		ii)	“’Disbursed
                                         Escrow Guarantee Amount’ means at any time the then aggregate amount Disbursed
                                         from the escrow under that certain Guaranty (as defined in the Fourth Amendment) to any
                                         party other than Funding.”;



 


		iii)	“’Disbursed
                                         Escrow Loan’ means at any time the then Disbursed Escrow Guarantee Amount.”;



 


		iv)	“’Disbursed
                                         Escrow Maturity Date’ means the third anniversary of the Disbursed Escrow Trigger
                                         Date.”;



 


		v)	“’Disbursed
                                         Escrow Note’ means the Disbursed Escrow Promissory Note dated as of the Disbursed
                                         Escrow Payment Date in the form of Exhibit A-1 hereto.”;



 


		vi)	“’Disbursed
                                         Escrow Trigger Date’ means the first date upon which occurs any Disbursed Escrow
                                         Withdrawal.”;



 


		vii)	“’Disbursed
                                         Escrow Withdrawal’ means the disbursement of all or any portion of the Disbursed
                                         Escrow Guarantee Amount from the escrow under the Guaranty to any party other than Funding
                                         (as defined in the Fourth Amendment).”;



 


		viii)	“’Fourth
                                         Amendment’ means the Fourth Amendment to Loan and Security Agreement dated
                                         as of April __, 2018, among Borrower and Lender.”;



 


		ix)	“’Fourth
                                         Amendment Effective Date’ shall have the meaning specified therefor in Section
                                         3 of the Fourth Amendment.”;



 


		x)	“’Fourth
                                         Amendment Warrant’ means a Warrant in the form of Exhibit A-4 hereto.”;
                                         and



 


		xi)	“’PIK’
                                         has the meaning set forth in the definition of Loan Rate.”; and



 


(h) 
Schedule A is hereby amended by:


 


		i)	amending
                                         the definition of Loan Documents by (A) inserting immediately after the phrase “and
                                         from and after the Third Amendment Effective Date, the Third Amendment and the Third
                                         Amendment Warrant (as defined in the Third Amendment)” the phrase “and from
                                         and after the Fourth Amendment Effective Date, the Fourth Amendment, the Disbursed Escrow
                                         Note and the Fourth Amendment Warrant (as defined in the Fourth Amendment)” and
                                         (B) deleting the phrase “(including any Extension Warrant)”;



 






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		ii)	Amending
                                         the defined term “Obligations” by (A) inserting immediately after the words
                                         “the Revolving Note” in both places where they appear the words “or
                                         the Disbursed Escrow Note” and (B) inserting after the phrase “the Term Loan”
                                         in both places where it appears, the phrase ” or the Revolving Loan, or after the
                                         Disbursed Escrow Maturity Date with respect to the Disbursed Escrow Loan, as the case
                                         may be”; and



 


		iii)	Deleting
                                         the defined term “Extension Warrant”;



 


		iv)	amending
                                         and restating the following definitions so in each case as so amended and restated they
                                         read in their respective entireties as follows:



 


		(A)	“‘Advance’
                                         means the Revolving Advances, the Term Loan Advance and each Disbursed Escrow Advance.”;



 


		(B)	“‘Loan
                                         Rate’ means eight percent (8.0%) per annum; provided however at all times when
                                         the aggregate outstanding principal amount of the Term Loan and the Revolving Loan (excluding
                                         the additional principal added pursuant to this proviso) exceeds $4,000,000 then the
                                         Loan Rate shall be ten percent (10%), of which eight percent (8%) shall be payable in
                                         cash and two percent (2%) shall be paid by the issuance of and treated as additional
                                         principal of the Term Loan (the “PIK”); provided, further, however, that
                                         the Loan Rate with respect to the Disbursed Escrow Loan shall be zero percent (0%).”;



 


		(C)	“‘Loans’
                                         means the Revolving Loan, the Term Loan and the Disbursed Escrow Loan.”; and



 


		(D)	“‘Notes’
                                         means the Revolving Note, the Term Note and the Disbursed Escrow Note.”.



 


		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 Fourth 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 Fourth 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 Fourth Amendment Effective Date or would result from this Amendment
                                         becoming effective in accordance with its terms.



 






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		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 “Fourth 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 Fourth 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 Fourth 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).



 


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



 






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



 


		i)	this
                                         Amendment, duly executed by each Borrower;



 


		ii)	Second
                                         Allonge to the Term Note in the form of Exhibit A-3, duly executed by each Borrower;



 


		iii)	Second
                                         Allonge to the Revolving Note in the form of Exhibit A-2, duly executed by each Borrower



 


		iv)	the
                                         Disbursed Escrow Note, duly executed by each Borrower;



 


		v)	the
                                         Fourth Amendment Warrant, duly executed by CRI; and



 


		vi)	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 Fourth 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.



 






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		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 Fourth Amendment Effective Date.



 


		6.	Miscellaneous.



 


		a)	Borrower
                                         will pay on demand all reasonable and documented out-of-pocket fees, costs and expenses
                                         of the Lender, including, without limitation, fees, costs and expenses of the Office
                                         of Andrew Ross, counsel to the Lender, in connection with the structuring, preparation,
                                         negotiation, execution and delivery of this Amendment and the transactions and all documents
                                         contemplated herein, 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.



 






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		f)	Lender,
                                         on behalf of itself and Funding, hereby forebears from exercising any right of subrogation
                                         or other right of recovery against CRLLC with respect to the disbursement of any funds
                                         under the Guaranty to any party other than Funding so long as any such disbursement is
                                         used in calculating a Disbursed Escrow Loan pursuant to the Loan and Security Agreement
                                         as amended hereby and the Borrowers treat it as such and no Borrower, any trustee in
                                         bankruptcy or any other party challenges its treatment as such or seeks to recover any
                                         payment of or with respect to any Disbursed Escrow Loan, including interest paid thereon.



 


		7.	Covenant
                                         by Borrower. Borrower covenants and agrees that at any time upon the request of Lender,
                                         Borrower will cause Wireless Ronin Technologies, Corp., 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.



 


		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 ANY ACTION 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
	 	 	 	 	         
	By:	/s/ Rick Mills	 	By:	/s/ Alec Machiels
	 	Rick Mills, Chief Executive Officer	 	Name:	Alec Machiels
	 	 	 	Title:	Manager
	 	 	 	 	 
	CREATIVE REALITIES, LLC	 	Address for Notice:
	 	 	 	850 3rd Avenue, 18th Floor
	By:	/s/ Rick Mills	 	New York, NY 10022
	 	Rick Mills, Chief Executive Officer	 	Attn: Mr. Alec Machiels
	 	 	 	 	 
	CONEXUS WORLD GLOBAL, LLC	 	 	 
	 	 	 	 	 
	By:	/s/ Rick Mills	 	 	 
	 	Rick Mills, Chief Executive Officer	 	 	 
	 	 	 	 	 
	Address for Notice (for all Borrowers):	 	 	 
	Creative Realities, Inc.	 	 	 
	Attention:  Chief Financial Officer	 	 	 
	22 Audrey Place	 	 	 
	Fairfield, NJ 07004	 	 	 




 






    


     


    

 


Exhibit
A-1


Form
of Disbursed Escrow Note


 


 


 






    


     


    

 


Exhibit
A-2


Form
of Second Allonge to Revolving Note


 


 


 






    


     


    

 


Exhibit
A-3


Form
of Second Allonge to Term Note


 


 


 






    


     


    

 


Exhibit
A-4


Form
of Fourth Amendment Warrant