SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2021 • Creative Realities, Inc. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2021, between Creative Realities, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2022 • Creative Realities, Inc. • Services-computer integrated systems design
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 3, 2022, between Creative Realities, Inc., a Minnesota corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT Between Creative Realities, INC. And as Representative of the Several Underwriters Creative Realities, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2018 • Creative Realities, Inc. • Services-computer integrated systems design • New York
The undersigned, Creative Realities, Inc., a corporation formed under the laws of the State of Minnesota (collectively, with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Creative Realities, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2022 • Creative Realities, Inc. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 3, 2022, between Creative Realities, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CREATIVE REALITIES, INC.Sales Agreement • June 19th, 2020 • Creative Realities, Inc. • Services-computer integrated systems design • New York
Creative Realities, Inc., a Minnesota corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
COMMON STOCK PURCHASE WARRANT CREATIVE REALITIES, INC.Common Stock Purchase Warrant • October 17th, 2024 • Creative Realities, Inc. • Services-computer integrated systems design
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Slipstream Communications, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 17, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 17, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Creative Realities, Inc., a Minnesota corporation (the “Company”), up to 1,731,499 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to Section 1.9 of that certain Second Amended and Restated Loan and Security Agreement, dated as of February 17, 2022 (the “Credit Agreement”), by and between the Company, the Holder and other signatory thereto. This Warrant amends and restates the terms
CONFIDENTIALPlacement Agent Agreement • November 13th, 2009 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Minnesota
Creative Realities, Inc. 13100 Magisterial Drive, Suite 100 Louisville, Kentucky Attention: Mr. Richard Mills Dear Mr. Mills:Placement Agent Agreement • February 4th, 2022 • Creative Realities, Inc. • Services-computer integrated systems design • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Creative Realities, Inc., a Minnesota corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares of common stock of the Company, par value $0.01 per share (the “Shares”), (ii) warrants to purchase Shares (the “Common Warrants”) and (iii) pre-funded warrants to purchase Shares (the “Pre-Funded Warrants” and together with the Shares and Common Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchaser of the Securities (the “Purchaser”), and nothing herein constitutes that the Placement Agent would have the power or authority to
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2024 • Creative Realities, Inc. • Services-computer integrated systems design • Minnesota
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August 12, 2024 by and among Creative Realities, Inc., a Minnesota corporation (the “Company”), and [●] (the “Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 24th, 2010 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Colorado
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation with a loan production office located at 380 Interlocken Crescent, suite 600, Broomfield, Colorado 80021 (“Bank”), and WIRELESS RONIN TECHNOLOGIES, INC., a Minnesota corporation with offices located at 5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • June 25th, 2018 • Creative Realities, Inc. • Services-computer integrated systems design • New York
THIS CERTIFIES THAT, for value received, Slipstream Communications, LLC (including any permitted and registered assigns, the “Holder”), is entitled to purchase from Creative Realities, Inc., a Minnesota corporation (the “Company”), up to 4,313,725 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 an increase in the maximum amount permitted to by borrowed by the Company from the Holder under a Secured Revolving Promissory Note (as amended, the “Note”) pursuant to the terms and conditions of a Loan and Security Agreement by and among the Company, certain of its subsidiaries, and Slipstream Communications, LLC, dated of even date herewith (as amended, the “Loan and Security Agreement”). For purposes of this Warrant, the term “Exercise Price” shall mean $0.255 per share, subject to adjustment as provided herein, and the term “Exercise
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 5th, 2013 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 23rd, 2008 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Minnesota
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective December 17, 2008, by and between Wireless Ronin Technologies, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345 (hereinafter referred to as the “Company”), and James C. Granger, a resident of the state of Minnesota (hereinafter referred to as “Executive”).
Underwriting AgreementUnderwriting Agreement • June 14th, 2007 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Minnesota
Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to the several underwriters named in Exhibit A hereto (the “Underwriters”) an aggregate of 3,000,000 shares of its common stock, $.01 par value per share (the “Common Stock”) and an additional 600,000 shares of Common Stock if and to the extent that such additional shares have been registered pursuant to a Rule 462(b) Registration Statement (as defined below) (the “Rule 462(b) Firm Shares”), and the selling shareholder identified on Exhibit B hereto (the “Selling Shareholders”) propose to sell to the Underwriters an aggregate of 1,000,000 shares of Common Stock. The 3,000,000 shares of Common Stock and any Rule 462(b) Firm Shares to be sold by the Company and the 1,000,000 shares of Common Stock to be sold by the Selling Shareholders are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 600,000 sha
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO 2006 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
THIS OPTION AGREEMENT is entered into by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), and ) _________ (the “Optionee”) pursuant to the Company’s 2006 Equity Incentive Plan, as amended to date (the “Plan”). Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.
COMMON STOCK PURCHASE WARRANT CREATIVE REALITIES, INC.Common Stock Purchase Warrant • June 12th, 2020 • Creative Realities, Inc. • Services-computer integrated systems design • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________ or [his][her][its] assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the Expiration Date (as defined in Section 2(b) below) but not thereafter, to subscribe for and purchase from Creative Realities, Inc., a Minnesota corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(a).
AGREEMENT AND PLAN OF MERGER by and among WIRELESS RONIN TECHNOLOGIES, INC. WRT ACQUISITION, LLC and CREATIVE REALITIES, LLC, Dated as of June 26, 2014Merger Agreement • June 27th, 2014 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 26, 2014, by and among Wireless Ronin Technologies, Inc., a Minnesota corporation (“Parent”), WRT Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent (“Merger Sub”), and Creative Realities, LLC, a Delaware limited liability company (the “Company”). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Exhibit A.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2017 • Creative Realities, Inc. • Services-computer integrated systems design • Minnesota
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of April 3, 2014, by and between Wireless Ronin Technologies, Inc., a Minnesota corporation with a place of business at Baker Technology Plaza, 5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345 (the “Company”), and John Walpuck, a resident of the State of California (“Executive”).
THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 4th, 2021 • Creative Realities, Inc. • Services-computer integrated systems design • New York
This THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of February 28, 2021 (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, the Eighth Amendment dated as of April 1, 2020, the Ninth Amendment dated as of September 29, 2020, the Tenth Amendment dated as of November 30, 2020, the Eleventh Amendment dated as of December 31, 2020, the Twelfth Amendment dated as of January 31, 2021, and as it may be further amended, restated,
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2016 • Creative Realities, Inc. • Services-computer integrated systems design • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of December [●], 2015, by and among (i) Creative Realities, Inc., a Minnesota corporation (the “Company”), Creative Realities, LLC, a Delaware limited liability company, Wireless Ronin Technologies Canada, Inc., a Canada corporation and Conexus World Global, LLC, a Kentucky limited liability company (such entities, together with the Company, the “Company Parties”) and (ii) those parties signatory hereto and identified on the signature page hereof as “Purchaser” (the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2009 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Minnesota
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective March 6, 2009, by and between Wireless Ronin Technologies, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345 (hereinafter referred to as the “Company”), and Darin McAreavey, a natural person residing at 18373 Smith Court, Elk River, MN 55330 (hereinafter referred to as “Executive”).
SECURITY AGREEMENTSecurity Agreement • July 2nd, 2015 • Creative Realities, Inc. • Services-computer integrated systems design • New York
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of February 18, 2015, by and between Creative Realities, Inc., a Minnesota corporation (the “Company”), those subsidiaries of the Company party hereto (collectively with the Company, the “Obligors” and each, an “Obligor”), and Mill City Ventures III, Ltd. (the “Secured Party”) under that certain Securities Purchase Agreement with the Company dated of even date herewith (the “Purchase Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement.
COMMERCIAL GUARANTYCommercial Guaranty • October 12th, 2006 • Wireless Ronin Technologies Inc • Services-computer integrated systems design
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents. Under this Guaranty, Guarantor’s liability is unlimited and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2014 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 18, 2014, by and among Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a “Purchaser,” and collectively the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 13th, 2012 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • New York
This subscription agreement (this “Subscription Agreement”) is made as of September 12, 2012 by and between the investor identified on the signature page hereto (“Purchaser”) and Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), and the parties hereto agree as follows:
SEPARATION AGREEMENT AND RELEASESeparation Agreement • July 9th, 2015 • Creative Realities, Inc. • Services-computer integrated systems design • New York
This Separation Agreement and Release (“Agreement”) is made by and between Paul Price (“Executive”) and Creative Realities, Inc. (the “Company”), both of whom hereby enter into this Agreement intending to be legally bound and agree as follows.
SECURITY AGREEMENTSecurity Agreement • August 14th, 2015 • Creative Realities, Inc. • Services-computer integrated systems design • New York
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.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 25th, 2018 • Creative Realities, Inc. • Services-computer integrated systems design • New York
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 th
Underwriting AgreementUnderwriting Agreement • October 30th, 2006 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Minnesota
Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to Feltl and Company, Inc., d/b/a Feltl and Company, a Minnesota corporation (the “Underwriter”) 4,500,000 shares of its common stock, $.01 par value per share (the “Common Stock”). The 4,500,000 shares of Common Stock to be sold by the Company are called the “Firm Common Shares.” In addition, the Company has granted to the Underwriter an option to purchase up to an additional 675,000 shares of Common Stock (the “Optional Common Shares”), as provided in Section 2 of this Underwriting Agreement (this “Agreement”). The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Common Shares.”
CREATIVE REALITIES, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 17th, 2022 • Creative Realities, Inc. • Services-computer integrated systems design • Kentucky
This Stock Option Agreement (this “Agreement”) is made and entered into as of June 15, 2022, by and between Richard Mills (“Optionee”), and Creative Realities, Inc., a Minnesota corporation (the “Company”).
CREATIVE REALITIES, INC. AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • June 17th, 2022 • Creative Realities, Inc. • Services-computer integrated systems design
This Amendment to Stock Option Agreement (this “Amendment”) is made and entered into as of June 15, 2022, by and between Rick Mills (“Optionee”), and Creative Realities, Inc., a Minnesota corporation (the “Company”).
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • July 2nd, 2015 • Creative Realities, Inc. • Services-computer integrated systems design • New York
THIS CERTIFIES THAT, for value received, Mill City Ventures III, Ltd. (including any permitted and registered assigns, the “Holder”), is entitled to purchase from Creative Realities, Inc., a Minnesota corporation (the “Company”), up to 1,515,152 shares of Common Stock (the “Warrant Shares”) at the Exercise Price then in effect. This Warrant to Purchase Common Stock (this “Warrant”) is issued by the Company as of the date hereof pursuant to that certain Securities Purchase Agreement dated the date hereof, by and between the Company, certain subsidiaries of the Company, and Holder (the “Agreement”). Capitalized terms used in this Warrant shall have the meanings set forth in the Agreement unless otherwise defined in the body of this Warrant or in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.38 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 5:0
EXHIBIT A-2 TO FOURTH AMENDMENT OF LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 25th, 2018 • Creative Realities, Inc. • Services-computer integrated systems design
This Second Allonge (“Allonge”), dated April 27, 2018, is to the Amended and Restated Secured Term Promissory Note, dated as of August 16, 2016 in the principal amount of $3,000,000.00 (as amended by an Allonge dated November 13, 2017, the “Note”) made by Creative Realities, Inc., a Minnesota corporation, Creative Realities, LLC, a Delaware limited liability company, and Conexus World Global, LLC, a Kentucky limited liability company, jointly and severally (each, and together herein referred to as “Maker”), payable to the order of Slipstream Communications, LLC, an Anguillan limited liability company (the “Holder”).
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • August 14th, 2015 • Creative Realities, Inc. • Services-computer integrated systems design • New York
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 commen
SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2009 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Minnesota
The undersigned (the “Investor”) hereby confirms its agreement with Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), as follows:
