Exhibit 10.1


 





EIGHTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT


 


 


This EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


dated as of April 1. 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 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,
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 immediately upon the effectiveness of this Amendment, as of April 1, 2020
the outstanding principal amount of the Term Loan shall be $$3,020,000, the outstanding principal amount of the Revolving Loan
is $1,000,000, and immediately upon the effectiveness of this Amendment, as of April 1, 2020 the outstanding principal amount of
the Revolving Loan shall be $1,006,666.67, the outstanding principal amount of the Disbursed Escrow Loan is $264,000 and the outstanding
principal amount of the Special Loan is $2,009,961.84, and immediately upon the effectiveness of this Amendment, as of April 1,
2020 the outstanding principal amount of the Special Loan shall be $2,020,011.59;


 


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


 


WHEREAS,
Borrower has requested that the Lender amend the definition of Loan Rate so as to reduce for a specified portion of time the percentage
of interest payable by the Borrower which is to be paid in cash, and to convert the portion of the interest for the month of March,
2020 payable in cash into payment by the issuance of PIK (SLPIK in the case of the Special Loan), and upon the terms and subject
to the conditions set forth in this Amendment, the Lender is willing to agree to the foregoing.


 


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 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 other than
the Fourth Amendment, as to which as of the Fourth Amendment Date, and other than the Fifth Amendment, as to which as of the Fifth
Amendment Effective Date, and other than the Joinder, as to which as of November 20, 2018 and other than the Sixth Amendment, as
to which as of the Sixth Amendment Effective Date and other than the Seventh Amendment, as to which as of the Seventh Amendment
Effective Date” and immediately before the closing of the parenthetical therein, the phrase “and other than the Eighth
Amendment, as to which as of the Eighth Amendment Effective Date”;



 


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



 


		i)	“’Eighth Amendment’ means the Eighth Amendment to
Loan and Security Agreement dated as of April 1, 2020, among Borrower and the Lender.”; and



 


		ii)	"’Eighth Amendment Effective Date” shall have the
meaning specified therefor in Section 3 of the Eighth Amendment.”.



		c)	Schedule A is hereby amended by:



		i)	amending the definition of Loan Documents by inserting immediately after
the phrase “and from and after the Seventh Amendment Effective Date, the Seventh Amendment” the phrase “and from
and after the Eighth Amendment Effective Date, the Eighth Amendment”; and



		ii)	amending and restating the following definition so as so amended and restated
it reads in its entirety as follows:



“’Loan
Rate’ means, (I) for periods between the Seventh Amendment Effective Date and the Eighth Amendment Effective Date, with
respect to the Term Loan and the Revolving Loan, 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 exceeds $4,100,000 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%); and provided, further, however, that the Loan Rate with respect to the Special
Loan shall be eight percent (8%) of which six percent (6%) shall be payable in cash and two percent (2%) shall be paid by the issuance
of and treated as additional principal of the Special Loan (the “SLPIK”); provided, further, however, that notwithstanding
anything in the preceding provisions of this definition to the contrary, with respect to interest which accrues in March 2020 and
but for this proviso is to be paid in cash, said interest shall be paid by the issuance of PIK in the case of the Term Loan and
the Revolving Loan; and (II) from and after the Eighth Amendment Effective Date, with respect to (A) the Term Loan and the Revolving
Loan, ten percent (10%), all of which (i) from and after April 1, 2020 to December 31, 2020, shall be paid by the issuance of PIK,
and (ii) from and after January 1, 2021 shall be payable in cash; (B) the Special Loan, ten percent (10%), all of which from and
after April 1, 2020 shall be paid by the issuance of SLPIK; and (C) the Disbursed Escrow Loan, shall be zero percent (0%).”
..


 



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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 Eighth 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 Eighth 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 Eighth 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.



 


 



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		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 "Eighth
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 Eighth 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 Eighth 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 Eighth 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 Eighth Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Lender and, unless
indicated otherwise, dated the Eighth 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 Eighth 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 Eighth
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 Law 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 therein, and related transactions, and
all documents with respect thereto.



 






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		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.



 


		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.



 






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		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	 
	 	Richard C. Mills	 	Name:  	Brian Friedman	 
	 	 	 	 	 	 
	Title:  	Chief Executive Officer	 	Title:  	General Counsel & Secretary	 
	 	 	 	 	 	 
	Address for Notice (for all Borrowers):	 	Address for Notice:	 
	Creative Realities, Inc.	 	850 3rd Avenue, 18th Floor	 
	Attention:  Chief Financial Officer	 	New York, NY 10022	 
	13100 Magisterial Drive, Ste 100	 	Attn: Mr. Brian Friedman	 
	Louisville, KY 40223	 	 	 	 
	 	 	 	 	 	 




 


  


Signature
Page to Eighth Amendment to Loan and Security Agreement