Exhibit 10.9


 


NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. BY ACQUIRING THIS WARRANT, HOLDER AGREES TO NOT SELL OR OTHERWISE
DISPOSE OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WITHOUT REGISTRATION OR THE APPLICABILITY OF
AN EXEMPTION FROM REGISTRATION UNDER THE AFORESAID ACTS, AND THE RULES AND REGULATIONS THEREUNDER.


 


WARRANT
TO PURCHASE COMMON STOCK


 


Number of Shares of Common Stock: 640,000


Date of Issuance: June 23, 2015 (“Issuance Date”)


 


This
Certifies That, for value received, Equity Trust Company, custodian
FBO Leonid Frenkel IRA (including any permitted and registered assigns, the “Holder”), is entitled to purchase
from Creative Realities, Inc., a Minnesota corporation (the “Company”), up to 640,000 shares of Common Stock of the
Company (the “Warrant Shares”) at the Exercise Price hereunder then in effect. This Warrant to Purchase Common
Stock (this “Warrant”) is issued by the Company in connection with the Company’s offer and sale to the
Holder of a Secured Convertible Promissory Note pursuant to the terms and conditions of a Securities Purchase Agreement by and
among the Company, Holder and other purchasers of such notes, dated of even date herewith (the “Securities Purchase Agreement,”
and such notes sold thereunder, the “Notes”). For purposes of this Warrant, the term “Exercise Price”
shall mean $0.30 per share, subject to adjustment as provided herein, and the term “Exercise Period” shall
mean the period commencing on the Issuance Date and ending on 5:00 p.m. New York time on the five-year anniversary of the date
of this Warrant.


 


	 	1.	EXERCISE OF WARRANT.




 


(a)            Mechanics
of Exercise. Subject to the terms and conditions hereof, including but not
limited to the provisions of Section 1(c) below, the rights represented by this Warrant may be exercised in whole or in part at
any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all
of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares. On or before the third Trading Day following the date on which the
Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal
to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash
or by wire transfer of immediately available funds, the Company shall issue and dispatch by overnight courier to the address as
specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or
its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery
of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares.


 






    	 



    	 



    

 


(b)            No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market
value of a Warrant Share by such fraction.


 


(c)            Beneficial
Ownership Restrictions. In no event shall the Holder be entitled to exercise any portion of this Warrant if the number of
shares of Common Stock to be issued pursuant to such exercise, when aggregated with all other shares of Common Stock beneficially
owned, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder (collectively,
the “Exchange Act”), by the Holder at such time, would result in the Holder beneficially owning, as determined
in accordance with Section 13(d) of the Exchange Act, in excess of 9.99% of the then-issued and outstanding shares of Common Stock;
provided, however, that upon the Holder providing the Company with at least 61 days prior notice (the “Waiver Notice”),
that the Holder elects to waive this Section 1(c) with regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 1(c) shall be of no force or effect with regard to those shares of Common Stock referenced in the Waiver
Notice.


 


2.
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)           Subdivision
or Combination of Common Stock. If the Company at any time on or after the date of the Note subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time on or after the date of the Note combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant
Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business
on the date the subdivision or combination becomes effective.


 


(b)           Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in
each such case:


 


(i)             any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Closing
Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record
date; and










 






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(ii)             the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common
stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of
Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable
into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution
had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the
product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the
terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of
this clause (ii).


 


(c)             Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by
such provisions (including without limitation the granting, on a pro rata basis to the holders of the Common Stock, of stock-appreciation
rights, phantom stock units or other shareholder rights with equity features), then the Company’s Board of Directors will
make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder.
For the avoidance of doubt, the parties agree this Section 2(c) shall not apply to (i) the issuance of Common Stock upon the exercise
of options or warrants not granted to the shareholders of the Company as a whole, or (ii) the issuance of Common Stock, stock
options, stock-appreciation rights, restricted stock units, or other forms of equity or equity-linked compensation under the Company’s
equity incentive or purchase plans.


 






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3.             FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with
or into another entity and the Company is not the surviving entity, (ii) the Company effects any sale of all or substantially
all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the
Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property or (iv) the
Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or
combination of shares of Common Stock covered by Section 2(a) above) (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to
receive the number of shares of Common Stock of the successor or acquiring corporation or of the Company and any additional
consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein
solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary
to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to
exercise such warrant into Alternate Consideration.


 


4.             NON-CIRCUMVENTION.
The Company covenants and agrees that the Company will not, by amendment of its articles of incorporation, bylaws or through any
reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, have authorized
and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant (without regard to any limitations on exercise).


 


5.             WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not
entitle the Holder to any voting rights or other rights as a shareholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.


 


	 	6.	REISSUANCE OF WARRANTS.




 


(a)            Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed,
the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated
or destroyed.


 






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(b)           Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 


		7.	TRANSFER.




 


(a)           Notice
of Transfer. The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant
or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer.
Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed
transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly
as practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose
of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered
by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates
for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory
to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act of 1933 and applicable
state securities laws; and provided further that the prospective transferee or purchaser shall execute an Assignment of Warrant
in substantially the form attached hereto as Exhibit B and such other documents and make such representations, warranties,
and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition
of the Warrant or Warrant Shares.


 


(b)           If
the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to
this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will
limit its activities in respect to such transfer or disposition as are permitted by law.


 


8.             NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Note. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment
and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata
to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder.


 


9.             AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder.


 






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10.           GOVERNING
LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to the conflicts-of-law principles thereof.


 


11.           DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, or the arithmetic
calculation of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or
arithmetic calculations via facsimile (a) within two business days after receipt of the applicable notice giving rise to such
dispute to the Company or the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the
Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination
or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days of such disputed determination
or arithmetic calculation being submitted to the Company or the Holder, as the case may be, then the Company shall, within two
business days thereafter submit via facsimile (x) the disputed determination of the Exercise Price or Closing Sale Price to an
independent, reputable investment bank selected by the Company and approved by the Holder or (y) the disputed arithmetic calculation
of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment
bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder
of the results no later than ten business days from the time it receives the disputed determinations or calculations. Such investment
bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent
manifest error.


 


12.           ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


13.           CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)            “Bloomberg”
means Bloomberg Financial Markets.


 


(b)            “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal
Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg,
or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security
as reported by Bloomberg, or (iii) if no last trade price is reported for such security by Bloomberg, the average of the bid and
ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall
be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c)            “Common
Stock” means (i) the Company’s common stock, par value $0.01 per share, and (ii) any share capital into which
such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 






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(d)           “Principal
Market” means the primary national securities exchange on which the Common Stock is then traded.


 


(e)            “SEC”
means the U.S. Securities and Exchange Commission.


 


(f)            “Trading
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the
Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on
any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any business day.


 


(g)           “Weighted
Average Price” means, for any security as of any date, (i) the dollar-volume weighted-average price for such security
on the Principal Market during the period beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York City time,
as reported by Bloomberg or (ii) if the foregoing does not apply, the dollar-volume weighted-average price of such security in
the over-the-counter market for such security during the period beginning at 9:30 a.m., New York City time, and ending at 4:00
p.m., New York City time, as reported by Bloomberg, or (iii) if no dollar-volume weighted-average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in OTC Markets. If the Weighted Average Price cannot be calculated for such security on such
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any share
dividend, share split or other similar transaction during such period.


 


*   *   *   *   *   *   *


 



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In
Witness Whereof, the Company has caused this Warrant to Purchase
Common Stock to be duly executed as of the date indicated above.


 


	 	CREATIVE
    REALITIES, INC.
	 	 
	 	/s/ John
    Walpuck
	 	John
    Walpuck
	 	Chief Executive
    Officer


 




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EXHIBIT
A


 


FORM
OF


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Warrant to Purchase Common Stock)


 


The
Undersigned holder hereby exercises the right to purchase ________________
of the shares of Common Stock (“Warrant Shares”) of Creative Realities, Inc., a Minnesota corporation (the “Company”),
evidenced by the attached copy of the Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


		1.	Payment
                                         of Exercise Price. In the event that the holder has elected to exercise some or all
                                         of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate
                                         Exercise Price in the sum
                                         of $____________________ to the Company in accordance with the terms of the Warrant.



 


	 	2.	Delivery of Warrant Shares.
    The Company shall deliver to the holder ____________________ Warrant Shares in accordance with the terms of the
    Warrant.




 


Date: ___________________


 


	 	 
	 	(Print
    Name of Registered Holder)
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    	 



    	 



    

 


EXHIBIT
B


 


FORM OF


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


For
Value Received, the undersigned hereby sells, assigns, and transfers
unto ____________________ the right to purchase________________ shares of common stock of Creative Realities, Inc., to which the
within Warrant to Purchase Common Stock relates and appoints ____________________, as attorney-in-fact, to transfer said right
on the books of Creative Realities, Inc. with full power of substitution and re-substitution in the premises. By accepting such
transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


Date: ___________________


 


	 	 
	 	(Signature) *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social Security
    or Tax Ident. No.)


 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Warrant to Purchase Common
Stock in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.