Exhibit 10.10


 


SECURITY
AGREEMENT


 


THIS SECURITY
AGREEMENT (this “Agreement”) is entered into as of June 23, 2015, by and among Creative Realities, Inc., a
Minnesota corporation (the “Company”), those subsidiaries of the Company signatory hereto (collectively referred
to with the Company as the “Obligors”), and Slipstream Communications, LLC, as “Purchaser”
(such Purchaser referred to hereinafter as the “Secured Party”) under that certain Securities Purchase
Agreement by and among such Purchaser and the Creative Realities, dated of even date herewith (the “Securities Purchase
Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the
Securities Purchase Agreement.


 


NOW, THEREFORE, the Obligors
agree with Secured Party as follows:


 


1.         Definitions.
All terms defined in the Uniform Commercial Code of the State of Minnesota (the "UCC") and used herein, unless otherwise
defined herein, shall have the same definitions herein as specified in the UCC.


 


2.         Security
Interest. Each Obligor hereby grants Secured Party a security interest in its accounts receivable, whether now owned or hereafter
acquired or arising, including all proceeds of such accounts receivable (collectively, the “Receivables Collateral”),
and all property and assets and interest in the property and assets of the Debtor whether now owned or hereafter acquired or existing,
and wherever located including but not limited to the following (each of the following terms having the meanings set forth in
the UCC): all Accounts, Chattel Paper, Contracts, Goods, Deposit Accounts, Documents, Equipment, Equity Interests, Fixtures, General
Intangibles (including, without limitation, any patents and patent applications, copyrights and trademarks), Instruments, Inventory,
Investment Property and Proceeds of such Obligor (all such assets being collectively referred to, together with the Receivables
Collateral, as the “Collateral”).


 


3.         Obligations
Secured. The security interest granted in this Agreement shall secure all of the obligations of the Company under the Note
or Notes offered and sold to the Secured Party pursuant to the Securities Purchase Agreement, and all extensions, renewals or
modifications thereof.


 


4.         Authorization
to File Financing Statements. Each Obligor hereby irrevocably authorizes Secured Party at any time and from time to time to
file in such form and in such offices as the Secured Party reasonably determine appropriate to perfect the security interests
granted hereunder any initial financing statements and amendments thereto (and continuations thereof) that (a) indicate the Collateral
of the Obligor, and (b) contain any other information required by Article 9 of the UCC or its equivalent in any foreign jurisdiction.
The Obligors agree to furnish any such information to Secured Party promptly upon request.


 


5.         Ownership.
Each Obligor represents and warrants that it owns and, to the extent that the Collateral is to be acquired after the date hereof,
will own, the Collateral free from encumbrance, except any encumbrances shown on Schedule 1 (“Permitted Encumbrances”).
The Obligors will defend the Collateral against all claims of all persons at any time claiming the Collateral or any interest
in the Collateral, except Secured Party and the parties whose obligations are secured by the Permitted Encumbrances.


 






    	 



    	 



    

 


6.         Representations,
Warranties and Covenants Concerning Collateral. The Obligors represents and warrants that no
financing statement covering the Collateral is on file in any public office except those for Permitted Encumbrances. Each Obligor
further warrants that (a) its exact legal name is as stated on the signature page of this Agreement, (b) it is an organization
duly incorporated and organized in the jurisdiction indicated on the signature page of this Agreement, and (c) its place(s) of
business, its chief executive office and its mailing address, are set forth on the signature page of this Agreement. Each Obligor
agrees that it will not change its name, any place of business, any location of its collateral, its mailing address or its chief
executive office without giving at least ten days prior written notice to Secured Party. The Collateral is and will remain personal
property. Each Obligor hereby appoints Secured Party as its attorneys-in-fact to do all acts and things which Secured Party may
deem necessary to perfect and to continue perfected the security interest created hereby and to protect and to preserve the Collateral.


 


7.         Other
Actions as to Collateral. The Obligors agree to take any other action reasonably requested by Secured Party to ensure the
attachment, perfection and priority of, and the ability of Secured Party to enforce, Secured Party' security interest in any and
all of the Collateral.


 


8.         Inspection
and Taxes. The Obligors will at all reasonable times during normal business hours allow Secured Party and their agents, employees,
attorneys or accountants to examine, inspect and make extracts from the Obligors' books and other records. Each Obligor will pay
when due all taxes and assessments on the Collateral that it owns.


 


9.         Costs.
The Company agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing required
hereunder, including without limitation, any financing statements pursuant to the UCC or similar laws, continuation statements,
partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured
Party. If the Company fails to perform any of its duties hereunder, Secured Party may, but shall not be required to, do so on
the Company's behalf. If the Obligors default under this Agreement, then the Obligors will pay the costs, including the reasonable
actual attorneys' fees, of Secured Party incurred in enforcing this Agreement. Any amounts expended by Secured Party in performing
the duties of the Obligors or enforcing this Agreement shall be payable by the Obligors to Secured Party on demand.


 


10.        Default.
The Company will be in default under this Agreement upon the happening of any of the following events (each a “Default”): (a)
an Obligor's failure to perform when due any of the obligations hereunder required to be performed by it (after giving effect
to any applicable cure period); (b) the occurrence of any "Event of Default" as defined in the Notes; or (c) any representation
or warranty made by the Obligors herein or in the Securities Purchase Agreement is false or misleading in any material respect.


 


11.        Remedies.
At any time during the continuance of a Default, Secured Party may declare any or all monetary obligations under the Notes due
and payable, and shall have the remedies of a secured party under the Uniform Commercial Code. Secured Party may take possession
of the Collateral with or without judicial process. Secured Party may require the Obligors to assemble the Collateral and make
it available to Secured Party. Secured Party will give the Obligors reasonable notice of the time that any intended sale or disposition
of the Collateral is to be made. The requirements of reasonable notice shall be met if the notice is mailed, postage prepaid,
to the applicable Obligor at least 20 calendar days before the time of the sale or disposition.


 






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12.       No
Waivers. No waiver by Secured Party of any Default shall operate as a waiver of any other Default or of the same Default on
a future occasion. The acceptance of this Agreement will not waive or impair any other security that a Secured Party may have
or hereafter acquire for the obligations secured hereunder, nor will the taking of any additional security waive or impair the
rights granted in this Agreement. Secured Party may resort to any security they may have in any order they deems proper, and may
apply any payments made on any part of the obligations secured hereunder to any part of such obligations, despite any directions
of any Obligor to the contrary. No delay or omission of the Secured Party to exercise, and no course of dealing with respect to,
any right, power or remedy accruing upon the occurrence and during the continuance of any Default as aforesaid shall impair any
such right, power or remedy or shall be construed to be a waiver of any such Default or an acquiescence therein. The Secured Party
may waive the obligation of the Obligors to perform covenants under this Agreement, and may waive Defaults under this Agreement
(including approving forbearances).


 


13.       Governing
Law; Binding Effect. This Agreement shall be governed by the laws of the State of New York without regard to its conflicts-of-law
principles, and shall inure to the benefit of, and bind, Secured Party and the Obligors and their respective successors and assigns.
Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners,
members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Hennepin County, Minnesota.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Hennepin County,
Minnesota, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an
inconvenient venue for such proceeding, subject however, to the Consent to Jurisdiction provision of section 15 below. No provision
of this Agreement shall be amended or modified other than by a written instrument that refers to this Agreement and is signed
by or on behalf of Secured Party.


 


14.       Termination.
This Agreement shall terminate upon the indefeasible satisfaction and payment of all obligations owed to Secured Party by the
Company under the Notes, but shall automatically be reinstated with no further action by any party hereto, in the event any such
payment is or is ordered to be returned by a Secured Party for any reason whatsoever, including without limitation the insolvency,
bankruptcy or reorganization of the Company, in which case the Obligors shall sign and deliver to any Secured Party all documents,
and shall do such other acts and things, as may be necessary to reinstate and perfect such Secured Party's security interest granted
under this Agreement.


 


15.       Consent
to Jurisdiction. AT THE OPTION OF SECURED PARTY THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL OR STATE COURT SITTING IN NEW
YORK, NEW YORK, OR IN ANY OTHER JURISDICTION WHERE THE COLLATERAL IS LOCATED; AND EACH PARTY CONSENTS TO THE JURISDICTION AND
VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY PARTY COMMENCES
ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP
CREATED BY THIS AGREEMENT, SECURED PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS
AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.


 






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IN WITNESS
WHEREOF, the undersigned parties have set their hands to this Security Agreement to be effective as of the date first set forth
above.


 


	 	CREATIVE
                    REALITIES, INC.



	 	 	 
	 	By:




	/s/
                                         John Walpuck




	 		John
    Walpuck
	 	 	Chief
         Executive Officer




	 	 	 
	 	CREATIVE REALITIES, LLC
	 	 
	 	By	/s/ John
    Walpuck
	 	 	John Walpuck
	 	 	Chief  Executive Officer
	 	 	 
	 	WIRELESS
                    RONIN TECHNOLOGIES CANADA, INC.



	 	 	 
	 	By	/s/ John Walpuck
	 	 	John Walpuck
	 	 	Chief  Executive Officer






 


OBLIGOR INFORMATION:


 


	Obligor	Jurisdiction
    of Organization; Type of Organization	Address
	Creative
    Realities, Inc.	Minnesota
    (corporation)	55
    Broadway, 9th Floor New York, New York 10006
	Creative
    Realities, LLC	Delaware
    (limited liability company)	55
    Broadway, 9th Floor New York, New York 10006
	Wireless
    Ronin Technologies Canada, Inc.	Canada
    (corporation)	4510
    Rhodes Drive, Suite 800, Windsor, Ontario





 






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Schedule
1 to Security Agreement


Permitted
Encumbrances


 


UCC-1 in favor of Mill City
Ventures (Minnesota Filing No. 813237000022, filed February 23, 2015).


 


UCC-1
in favor of Dell Financial Services L.L.C. (Minnesota Filing No. 8070012801654, filed January 21, 2015).


 


Lien granted
in favor of Slipstream Communications, LLC (in relating to a five-year $465,000 subordinated secured promissory note issued on
May 20, 2015) [to be terminated by letter agreement upon the Closing].


 


 


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