SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2015 • Creative Realities, Inc. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2015, by and among (i) Creative Realities, Inc., a Minnesota corporation (the “Company”) and Creative Realities, Inc., a Utah corporation, Creative Realities, LLC, a Delaware limited liability company, and Wireless Ronin Technologies Canada, Inc., a Canada corporation (such entities, together with the Company, the “Company Parties”) and (ii) Mill City Ventures III, Ltd., a Minnesota corporation (“Purchaser”).
SECURITY AGREEMENTSecurity Agreement • February 24th, 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.
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • February 24th, 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
