Exhibit 10.1


 


Promissory Note


 


	Date	 	 	Loan Amount	 	 	Interest Rate after

 Deferment Period	 	 	Deferment Period	 
	4/27/2020	 	 	$	1,551,800.00	 	 	 	1.00	%	 	 	6 months	 



 


PROMISE TO PAY. CREATIVE REALITIES,
INC. (“Borrower”) promises to pay to OLD NATIONAL BANK (“Lender”), or order, in lawful money of the United
States of America, the principal amount of One Million Five Hundred Fifty-one Thousand Eight Hundred & 00/100 Dollars ($1,551,800.00),
together with interest on the unpaid principal balance from April 27, 2020, calculated as described in the “INTEREST CALCULATION
METHOD” paragraph using an interest rate of 1.000%, until paid in full. The interest rate may change under the terms and conditions
of the “INTEREST AFTER DEFAULT” section. 


 


PAYMENT. Borrower will pay this loan
in 18 payments of $87,330.62 each payment. Borrower’s first payment is due November 27, 2020, and all subsequent payments are due
on the same day of each month after that. Borrower’s final payment will be due on April 27, 2022, and will be for all principal
and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable
law, payments will be applied first to any accrued unpaid interest; then to principal; then to any escrow or reserve account payments
as required under any mortgage, deed of trust, or other security instrument or security agreement securing this Note; and then
to any unpaid collection costs. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate
in writing. 


 


INTEREST CALCULATION METHOD. Interest
on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number
of days in a year (365 for all years, including leap years), multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.



 


PREPAYMENT; MINIMUM INTEREST CHARGE.
In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge
of $95.00. Other than Borrower’s obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion
of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Lender payments marked “paid in
full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing
any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes
“payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount must be mailed or delivered to: OLD NATIONAL BANK, 111 - Paycheck Protection Program, 1 MAIN ST, EVANSVILLE,
IN 47708. 


 


INTEREST AFTER DEFAULT. Upon default,
including failure to pay upon final maturity, the interest rate on this Note shall be increased by 3.000 percentage points. However,
in no event will the interest rate exceed the maximum interest rate limitations under applicable law.


 






     


     


    

 


DEFAULT. Each of the following shall
constitute an event of default (“Event of Default”) under this Note:


 


Payment Default. Borrower
fails to make any payment when due under this Note.


 


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related
documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between
Lender and Borrower.


 


Default in Favor of Third
Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement,
or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s
ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related
documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading
at any time thereafter.


 


Insolvency. The dissolution
or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part
of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Borrower.


 


Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method,
by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment
of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there
is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies
or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness
or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the indebtedness evidenced by this Note.


 


Change In Ownership. Any
change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse Change. A material
adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of this Note
is impaired.


 


Cure Provisions. If any
default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision
of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower
demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


 


LENDER’S RIGHTS. Upon default, Lender
may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower
will pay that amount. Under all circumstances, the Indebtedness will be repaid without relief from any Indiana or other valuation
and appraisement laws.


 






    2


     


    

 


ATTORNEYS’ FEES; EXPENSES. Lender
may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes,
subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is a lawsuit,
including without limitation all attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs,
in addition to all other sums provided by law.


 


JURY WAIVER. Lender and Borrower hereby
waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.


 


GOVERNING LAW. This Note will be governed
by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Indiana without regard
to its conflicts of law provisions. This Note has been accepted by Lender in the State of Indiana. 


 


CHOICE OF VENUE. If there is a lawsuit,
Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of VANDERBURGH County, State of Indiana.


 


DISHONORED ITEM FEE. Borrower will
pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized charge with which Borrower
pays is later dishonored.


 


RIGHT OF SETOFF. To the extent permitted
by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some
other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower
authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all
such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge
and setoff rights provided in this paragraph.


 


ADDITIONAL TERMS (RE: EXCESSIVE EROSION).
Borrower further agrees that the loan(s) secured by this instrument will be in default should any loan proceeds be used for a purpose
that will contribute to excessive erosion of highly erodible land or to the conversion of wetlands to produce or make possible
the production of an agricultural commodity, as further explained in 7 CFR Part 1940, Subpart G, Exhibit M.


 


SBA NOTE. When SBA is the holder,
this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures
for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does
not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim
or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.


 


CAPITALIZATION OF LATE CHARGES.
Borrower understands and agrees that any late charges imposed under this Note may be added by Lender to the principal amount due
under this loan and shall bear interest at the rate then applicable under the terms of this Note.


 






    3


     


    

 


FINANCIAL RECORDS. In absence of
a more specific agreement, requirement or covenant with regard to the preparation and delivery of financial statements and additional
information which may be contained in a Business Loan Agreement between Borrower and Lender, Borrower agrees to furnish Lender
with, as soon as available, but in no event later than ninety (90) days after the end of each fiscal year of Borrower, Borrower’s
balance sheet and income statement for the year ended. Borrower further agrees to furnish Lender with, as soon as available, but
in no event later than thirty (30) days after direction to do so from Lender, current interim financial statements, lists of assets
and liabilities, agings of receivables and payables, inventory schedules, budgets, forecasts, tax returns, and other reports with
respect to Borrower’s financial condition and business operations. All financial reports required to be provided by Borrower shall
be prepared in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by an authorized
officer of Borrower as being true and correct. Borrower also agrees to cause all guarantors of this Note to furnish financial statements
and federal income tax returns within thirty (30) days after direction to do so by the Lender. If the required financial statements
or financial information required by this Note or any Business Loan Agreement between Borrower and Lender is not delivered to Lender
within fifteen days after the date required to do so, in addition to its other rights and remedies hereunder, Lender shall be entitled
to increase Borrower’s interest rate on this Note 3.00 percentage points above the interest rate which would otherwise apply until
such time as all of the required financial information is provided to the Lender.


 


SUCCESSOR INTERESTS. The terms of
this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall
inure to the benefit of Lender and its successors and assigns.


 


GENERAL PROVISIONS. If any part
of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its
rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note,
to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this
Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation
maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for
any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s
security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with
whom the modification is made. The obligations under this Note are joint and several.


 


PRIOR TO SIGNING THIS NOTE, BORROWER
READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. 


 


BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THIS PROMISSORY NOTE. 


 


BORROWER: 


 


CREATIVE REALITIES, INC.


 


	By:	/s/ Richard C. Mills	 
	 	RICHARD C. MILLS, 

CEO of CREATIVE REALITIES, INC.	 


 


4