Exhibit 4.1

COMMON STOCK PURCHASE WARRANT

CREATIVE REALITIES, INC.

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] 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 the date hereof (the “Issuance Date”) and on or prior to 5:00 p.m. (Eastern Time) on March [●], 2031 (the “Termination Date”), 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(b).

This Warrant is one of a series of similar common stock purchase warrants to purchase up to a total of 777,800 shares of Common Stock being issued pursuant to that certain Settlement Agreement and Fifth Amendment to Agreement and Plan of Merger dated as of March 14, 2025, by and among the Company, Reflect Systems, Inc., a Delaware corporation, and RSI Exit Corporation, a Texas corporation, the issuance of which is being registered pursuant to the Registration Statement (as defined below) (such common stock purchase warrants are collectively referred to herein as the “Warrants”).

Section 1.    Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (Eastern Time) to 4:02 p.m. (Eastern Time)), (b)  if the Common Stock is not then listed or quoted on a Trading Market but is then listed or quoted for trading on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Common Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Registration Statement” means the Company’s Registration Statement on Form S-3, as amended (File No. 333-272202), including the prospectus supplement dated March 14, 2025 included therein and forming a part thereof.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally chartered trust company, which serve as the current transfer agent of the Company, with a mailing address of 150 Royall Street, Canton, Massachusetts 02021, and any successor transfer agent of the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (Eastern time) to 4:00 p.m. (Eastern time)), (b) if the Common Stock is not then listed or quoted on a Trading Market but is then listed or quoted for trading on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted on a Trading Market and is not then listed or quoted for trading on OTCQB or OTCQX, and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent Bid Price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.

Section 2.    Exercise.

(a)    Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice.

The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b)    Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $3.25, subject to adjustment hereunder (the “Exercise Price”). 

(c)    Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) *(X)] by (A), where:

(A) =  the trailing VWAP for the five Trading Days immediately prior to the date on which Notice of Exercise is executed and delivered pursuant to Section 2(a) hereof;

(B) =  the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =  the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant, if such exercise were by means of a cash exercise rather than a cashless exercise. 

(d)    Mechanics of Exercise.

(i)    Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s account balance with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement registering the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and the Holder’s holding period under Rule 144 promulgated under the Securities Act is sufficient to permit resale of the Warrant Shares without restriction under such Rule (including without limitation volume or manner of sale restrictions and with regard to compliance with current public information requirements); and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, 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 Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

(ii)    Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, and notwithstanding Section 2(a), the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii)    Rescission Rights. If the Company fails to cause its Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise, in addition to being entitled to exercise all other rights granted by law.

(iv)    No Fractional Shares or Scrip. Warrants may be exercised only in whole numbers of Warrant Shares. No fractional Warrant Shares are to be issued upon the exercise of the Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

(v)    Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vi)    Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3.    Certain Adjustments.

(a)    Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)    Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (other than for the purpose of changing the Company’s name and/or the jurisdiction of incorporation of the Company or a holding company for the Company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization 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 the shares of Common Stock covered by Section 3(a) above) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock, capital stock, or other equity interests (as applicable) of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. 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. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(b).

(c)    Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(d)    Notice to Holder; Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly (but in no event more than three (3) Business Days) deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

Section 4.    Transfer of Warrant.

(a)    Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers the Assignment Form attached hereto to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. A party requesting transfer of Warrants must provide any evidence of authority that may be reasonably required by the Company, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (or successor organization).

(b)    New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial Issuance Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c)    Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 5.    Registration Statement.

The Company agrees to use commercially reasonable efforts to maintain the effectiveness of the Registration Statement until the Warrant Shares have been issued or can be resold without restriction under Rule 144.

Section 6.    Miscellaneous.

(a)    No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

(b)    Loss, Theft, Destruction, or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it that any Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity (including obtaining an open penalty bond protecting the Company) or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

(c)    Saturdays, Sundays, Holidays, etc. If the last day for taking any action or exercising any right granted herein falls on a non-Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

(d)    Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e)    Governing Law. All questions concerning the construction, validity, enforcement, and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

(f)    Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if the issuance of such Warrant Shares is not registered, will have restrictions upon resale imposed by state and federal securities laws, if any.

(g)   Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of either party hereto shall operate as a waiver of such right or otherwise prejudice such party’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company fails to comply with any provision of this Warrant, which results in any damage to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h)    Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally or sent by a nationally recognized overnight courier service, addressed to the Company, at 13100 Magisterial Drive, Suite 100, Louisville, KY 40223, Attention: Chief Executive Officer, or if consented to by the Company, by facsimile or e-mail to a facsimile number or email address provided by the Company for such purpose, or to any such address the Company may specify for such purposes by notice to the Holder. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to the Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (Eastern time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

(i)    Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(j)    Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(k)    Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall be binding upon and benefit the successors and permitted assigns of the Company and the successors, heirs, estates, personal representatives, beneficiaries and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder.

(l)    Amendment and Waiver. Except as otherwise provided herein, this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.

(m)    Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n)    Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first set forth above.

NOTICE OF EXERCISE

TO:

Creative Realities, Inc.

13100 Magisterial Drive, Suite 100

Louisville, KY

Attn: Chief Financial Officer

1.    The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the aggregate Exercise Price as set forth in subsection 2(b) in full, together with all applicable transfer taxes, if any. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the foregoing Warrant.

2.    Payment shall take the form of (check applicable box):

[  ] lawful money of the United States (cash exercise).

[  ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise the foregoing Warrant with respect to the number of Warrant Shares set forth above pursuant to the cashless exercise procedure set forth in subsection 2(c) of the foregoing Warrant.

3.    Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

[SIGNATURE OF HOLDER]

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

Exhibit 5.1   Taft Stettinius & Hollister LLP 2200 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402

March 14, 2025

Creative Realities, Inc.

13100 Magisterial Drive, Suite 100

Louisville, Kentucky 40223

Ladies and Gentlemen:

We have acted as counsel to Creative Realities, Inc., a Minnesota corporation (the “Company”), in connection with the offer and sale by the Company of (i) warrants (the “Warrants”) to purchase up to an aggregate of 777,800 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), and (ii) an aggregate of 777,800 shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and collectively with the Warrants, the “Securities”), pursuant to that certain Settlement Agreement and Fifth Amendment to Merger Agreement dated March 14, 2025 among the Company, Reflect Systems, Inc. and RSI Exit Corporation (the “Settlement Agreement”). The offering and sale of the Securities is included in a Registration Statement on Form S-3 (File No. 333-272202) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the Commission on June 6, 2023, and the prospectus supplement dated March 14, 2025 (the “Prospectus Supplement”), supplementing the prospectus dated June 6, 2023 (the “Base Prospectus”).

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined all documents, records, certificates and matters of law as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based on the foregoing, we are of the opinion that:

The opinion set forth in paragraph 1 above is subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and (ii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

We are members of the bar of the State of Minnesota and express no opinion as to the laws of any state or jurisdiction. With respect to our opinion in paragraph 1 relating to the enforceability of the Warrants, which by their terms are governed by the laws of the State of Delaware, we have assumed without investigation or review that the internal law of the State of Delaware is identical to the internal law of the State of Minnesota.

This opinion is intended solely for your use in connection with the offering and sale of the Securities and is not to be relied upon for any other purpose. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

We hereby consent to the inclusion of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on March 17, 2025 and further consent to references to us under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Exhibit 10.1

SETTLEMENT AGREEMENT AND

FIFTH AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

This Settlement Agreement and Fifth Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of March 14, 2025, by and among Reflect Systems, Inc., a Delaware corporation (the “Company” or “Surviving Corporation”), Creative Realities, Inc., a Minnesota corporation (“Parent”), and RSI Exit Corporation, a Texas corporation (“Stockholders’ Representative”).

RECITALS

A.    On November 12, 2021, the parties entered into that certain Agreement and Plan of Merger (as amended, the “Agreement”).

B.    The parties currently dispute the manner by which the Guaranteed Price, and the amount of the Guaranteed Consideration payable to Stockholders as a result thereof, should be determined, and the parties desire to settle and fully resolve such dispute and any claims related thereto pursuant to and subject to the terms and conditions set forth in this Amendment.

C.    In conjunction with such settlement, the parties desire to amend certain terms of the Agreement pursuant to Section 11.5 thereof, as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements specified in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.        Definitions. Capitalized terms used in this Amendment (including the Recitals) and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement. In addition, the following defined terms are hereby added to the Agreement:

“Additional Cash Consideration” means an aggregate amount of $3,000,000.

“Additional Promissory Note” means the Promissory Note in the original principal amount of $4,000,000 issuable by Parent and the Company to Seller Representative, as nominee for, and for the benefit of, the Eligible Stockholders, in the form of Promissory Note attached hereto as Exhibit H.

“Eligible Stockholder” means each Stockholder entitled to receive the Settlement Consideration in accordance with the terms and subject to the conditions contained in the Agreement, excluding for purposes of clarity any Ineligible Stockholders.

“Ineligible Stockholder” means any Stockholder that Transferred any of its Stock Consideration in advance of February 17, 2025.

“Settlement Consideration” means the Additional Cash Consideration, Additional Promissory Note and Warrants.

“Warrants” means warrants to purchase an aggregate of 777,800 shares of Parent Common Stock, in the form of the Warrant attached hereto as Exhibit I.

2.    No Obligations Regarding Guaranteed Consideration. Any obligation of Parent or Surviving Corporation to pay to any Stockholder any amounts in satisfaction of the Guaranteed Consideration, whether pursuant to Sections 1.9(d) or 1.12 of the Agreement or otherwise, is hereby terminated and released. Section 1.9(d) of the Agreement is hereby deleted and replaced with the following: “Intentionally omitted.” Section 1.12 of the Agreement is hereby deleted in its entirety and replaced as set forth in paragraph 4 below.

3.    Settlement Consideration. Section 1.9 of the Agreement is hereby amended to include subparagraphs (j), (k) and (l) as additional Merger Consideration, as follows:

(j) an aggregate amount in cash equal to the Additional Cash Consideration, plus

(k) an aggregate principal amount of $4,000,000 plus payment of interest evidenced by the Additional Promissory Note; plus

(l) the Warrants.

4.    Delivery of Settlement Consideration. Section 1.12 of the Agreement is hereby amended and replaced with the following:

Those Persons that disposed of their beneficial ownership in the Stock Consideration on or prior to February 17, 2025 are Ineligible Stockholders and are not entitled to receive any of the Settlement Consideration. Subject to the foregoing, and as set forth in Sections 1.9(j)‐–(l), Parent agrees as follows: (i) on March 17, 2025, Parent will wire to the Exchange Agent, for the ratable benefit of each Eligible Stockholder, the Additional Cash Consideration, (ii) on March 14, 2025, Parent will execute and deliver to Stockholders’ Representative, for the ratable benefit of each Eligible Stockholder, the Additional Promissory Note, and (iii) no later than March 21, 2025, or five business days after the date upon which each Eligible Stockholder satisfies any preconditions to their receipt of such Merger Consideration, Parent will issue to each Eligible Stockholder the Warrants to which they are entitled. Each of the foregoing shall occur in accordance with the terms and subject to the conditions of this Agreement. A schedule of the Settlement Consideration to which the Eligible Stockholders are entitled, subject to the conditions contained in the Agreement, is attached as Schedule 1 (the “Settlement Consideration Schedule”). Parent and the Surviving Corporation are entitled to rely on the Settlement Consideration Schedule pursuant to Section 11.2(b) of the Agreement.

5.    Exhibits. Exhibits H and I of this Amendment are hereby added to the Agreement as Exhibits H and I thereto, respectively.

6.    Releases.

(a)    Release by the Stockholders’ Representative.  Upon execution of this Amendment, the Stockholders’ Representative, for itself and on behalf of all Stockholders and their respective agents, representatives, successors, assigns, and insurers forever releases, waives, acquits, discharges and holds harmless the Parent Indemnified Persons, and their respective agents, attorneys, representatives, officers, employees, directors, direct or indirect parent companies, subsidiaries, affiliated companies, shareholders, members, direct or indirect equity holders, direct or indirect investors, direct or indirect lenders, direct or indirect noteholders, successors, assigns, and insurers (collectively, the “Released Parent Indemnified Persons”) from any and all claims, demands, judgments, liens, costs, fees, damages, attorneys’ fees, expenses, Losses and causes of action, whether in law or in equity, against the Released Parent Indemnified Persons, whether known or unknown, liquidated or unliquidated, fixed or contingent, currently existing or existing in future, or arising from or out of, any obligation to pay, the Guaranteed Consideration.

(b)    Release by the Parent Indemnified Persons.  Upon execution of this Amendment, the Parent Indemnified Persons forever release, waive, acquit, discharge and hold harmless the Stockholder Indemnified Persons and their respective agents, attorneys, representatives, officers, employees, directors, direct or indirect parent companies, subsidiaries, affiliated companies, shareholders, members, direct or indirect equity holders, direct or indirect investors, direct or indirect lenders, direct or indirect noteholders, successors, assigns, and insurers (the “Released Stockholder Parties”) from any and all claims, demands, judgments, liens, costs, fees, damages, attorneys’ fees, expenses, Losses and causes of action, whether in law or in equity, against the Released Stockholder Parties, whether known or unknown, liquidated or unliquidated, fixed or contingent, currently existing or existing in future, or arising from or out of, any obligation to pay, the Guaranteed Consideration.

7.    Representations and Warranties. Each of the parties represents and warrants that (a) it has all requisite power and authority to execute and deliver this Amendment, (b) the execution and delivery by such party of this Amendment has been duly and properly authorized, and (c) this Amendment constitutes the legal, valid and binding obligations of such party, and is enforceable against such party in accordance with its terms, except as limited by the Enforceability Exceptions.

8.    No Other Modification. Except as expressly set forth herein, the Agreement shall remain in full force and effect and shall not be modified except as set forth in this Amendment. Other than as set forth in the Agreement and this Amendment (including the attached Exhibits), there are no other agreements between the parties relating to the subject matter of this Amendment, whether oral or in writing.

9.    Governing Law. This Amendment, the rights of the parties and all Actions arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule of the State of Delaware or of any other jurisdiction that would cause the application of the laws of any other jurisdiction other than Delaware.

10.    Counterparts; Execution. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Amendment will become effective when duly executed by each party hereto. Facsimile or other electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals and shall constitute valid execution and acceptance of this Amendment by the signing/transmitting party.

Signature Page follows

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Amendment as of the date first set forth above.

EXHIBIT H

FORM OF ADDITIONAL PROMISSORY NOTE

See attached.

CREATIVE REALITIES, INC.

PROMISSORY NOTE

FOR VALUE RECEIVED, the receipt of which is hereby acknowledged CREATIVE REALITIES, INC., a Minnesota corporation (“CRI”), and Reflect Systems, Inc., a Delaware corporation (“RSI” and together with CRI, each a “Borrower” and collectively, the “Borrowers”), hereby, jointly and severally, promise to pay to the order of RSI EXIT CORPORATION, a Texas corporation, in its capacity as the representative of the Eligible Stockholders (the “Stockholders’ Representative”), the principal amount of FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00), plus interest thereon, under the terms set forth herein. This Note is issued pursuant to the terms of the Agreement and Plan of Merger (as amended, the “Agreement”) among CRI, RSI and the Stockholders’ Representative dated November 12, 2021; capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement.

1.    Interest. The outstanding principal balance of this Promissory Note (this “Note”) outstanding from time to time shall bear interest from the date hereof at the rate of fourteen percent (14%) per annum (the “Interest Rate”), and such accrued but unpaid interest shall be payable monthly in arrears in accordance with the Amortization Schedule attached hereto and made apart hereof; provided that during the continuance of an Event of Default or any non-payment of the scheduled payment under this Note as the result of the terms of the Subordination Agreement (as described in Section 3), outstanding principal balance of this Note shall bear interest from the date hereof at a rate equal to the Interest Rate plus 3% per annum (the (“Default Rate”). All interest shall be computed on the basis of the actual number of days elapsed in a year of 365 days. In no event shall interest payable by Borrowers to the Stockholders’ Representative hereunder exceed the maximum rate permitted under applicable law, and if any such provision of this Note is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law. All interest accrued in excess of the Interest Rate shall be payable on the maturity or acceleration of the Note.

2.    Payments and Prepayments.

(a)              Borrowers shall, jointly and severally, make payment of the amounts evidenced by this Note in accordance with the Amortization Schedule attached hereto and made apart hereof. Any remaining or unpaid principal and interest shall be due and payable on September 14, 2027 (the “Maturity Date”).

(b)              The principal balance of this Note (together with accrued but unpaid interest on such principal amount) may be prepaid in whole at any time or in part from time to time on or before the Maturity Date. Any such prepayment of principal shall be accompanied by the applicable Make-Whole Payment. As used in this Note,

“Make-Whole Payment” means an amount equal to the value as of the Prepayment Date of the Calculated Payments.  The calculation of the Make-Whole Payment shall be made by the Borrowers and shall, absent manifest error, be final, conclusive and binding upon the parties.

“Prepayment Date” means the date on which the applicable prepayment is made.

“Calculated Payments” means the aggregate monthly payments of interest that would be due after the Prepayment Date through the Maturity Date on the principal amount of the Note being prepaid on the Prepayment Date, assuming an interest rate per annum in the percentage, if any, by which the Interest Rate exceeds the Yield Maintenance Treasury Rate.

“Yield Maintenance Treasury Rate” means the rate published as “Treasury Constant Maturities” as of 5:00 p.m., New York time, for the date a prepayment subject to a Make-Whole Premium is made, as shown at https://www.federalreserve.gov/releases/h15/ (or any successor publication) published by the Board of Governors of the Federal Reserve System, for 1-year obligations.

“Change of Control” means any one of the following: (a) an acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, of 50% or more of either: (1) the then-outstanding common stock of CRI (the “Stock”); or (2) the combined voting power of CRI’s outstanding voting securities, immediately after such acquisition, entitled to vote generally in the election of directors; (b) approval by the shareholders of CRI of a reorganization, merger, consolidation, liquidation, dissolution, sale or statutory exchange of Stock which changes the beneficial ownership of Stock and other securities so that after the immediately previous owners of 50% of the Stock and other voting securities do not own 50% of the Stock and other voting securities either legally or beneficially; (c) the sale, transfer or other disposition of all or substantially all of CRI’s assets in a transaction with a third party; or (d) a merger of CRI with another entity after which the pre-merger shareholders of CRI own less than 50% of the issued and outstanding voting securities of the surviving corporation.

(c)              Any and all amounts payable by Borrowers under this Note shall be made to Computershare Trust Company, N.A. and Computershare Inc. (collectively, the “Agent”) for distribution pursuant to the terms of, and subject to the condition set forth in, that certain Exchange Agent Agreement dated February 17, 2022 by and between CRI and the Agent.

3.    Subordination. This Note is subject to a Subordination Agreement dated of even date herewith between the First Merchants Bank, an Indiana bank (“Senior Lender”), and Stockholders’ Representative, as the same may be amended, restated, supplemented or otherwise modified from time to time.

4.    Unsecured Obligations. This Note is unsecured in all respects.

5.    Representations and Warranties. CRI is duly formed and validly existing and in good standing under the laws of the State of Minnesota, with the power and authority to own its properties and conduct its business as now conducted and proposed to be conducted. RSI is duly formed and validly existing and in good standing under the laws of the State of Delaware, with the power and authority to own its properties and conduct its business as now conducted and proposed to be conducted. Each Borrower has the full legal power, right and authority to enter into this Note. This Note has been duly executed and delivered by the Borrowers and constitutes the valid and binding obligations of the Borrowers, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

6.    Event of Default. Any of the following shall constitute an “Event of Default”:

(i)                           A default in the payment in full of any amounts due and owing under this Note on or prior to the due date therefor as specified in Section 1 above, subject to Borrower’s ability cure such default within ten (10) days of such due date;

(ii)                           If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), the Borrower shall (A) commence a voluntary case or proceeding; (B) consent to the entry of an order for relief against it in an involuntary case; (C) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; or (D) make an assignment for the benefit of its creditors;

(iii)                          If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against either Borrower in an involuntary case, (B) appoints a trustee, receiver, assignee, liquidator or similar official for either Borrower or substantially all of either Borrower’s properties, or (C) orders the liquidation of either Borrower, and in each case the order or decree is not dismissed within ninety (90) days; or

(iv)                           The occurrence of a Change of Control.

Upon the occurrence of an Event of Default, then the Stockholders’ Representative may by notice in writing to the Borrowers, declare this Note to be forthwith due and payable and thereupon this Note will be and become due and payable, together with interest accrued thereon (provided that if an Event of Default results from the filing of a voluntary or involuntary petition in any bankruptcy proceeding in which any Borrower is the debtor, the Note thereupon will immediately become due and payable, with interest accrued thereon, without any notice from the Stockholders’ Representative of the Note or otherwise), and may take any action or proceeding at law for the protection of the collective interest of the Stockholders’ Representative of the Note to collect and enforce payment, and the Borrowers will pay all expenses, court costs and reasonable attorneys’ fees incurred in connection with or arising out of any default hereunder. The Borrowers shall be responsible for the Stockholders’ Representative’s costs reasonably incurred in the collection of amounts owing under this Note (as set forth in Section 8(g) below), and if any such costs are incurred, then amounts received from Borrowers under this Note shall first be applied to costs of collection, then to the principal balance under this Note.

7.    Notices. All notices under this Note must be in writing and will be deemed to have been duly given when delivered in accordance with Section 11.1 of that certain Agreement and Plan of Merger, dated as of November 12, 2021, as amended, by and among Borrowers, Stockholders’ Representative, and CRI Acquisition Corporation, a Delaware corporation.

8.    General Provisions.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be executed and delivered by its duly authorized representative as of the date indicated above.

Acknowledged and Agreed:

AMORTIZATION SCHEDULE

EXHIBIT I

FORM OF WARRANT

See attached.

Exhibit 4.1

COMMON STOCK PURCHASE WARRANT

CREATIVE REALITIES, INC.

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] 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 the date hereof (the “Issuance Date”) and on or prior to 5:00 p.m. (Eastern Time) on March [●], 2031 (the “Termination Date”), 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(b).

This Warrant is one of a series of similar common stock purchase warrants to purchase up to a total of 777,800 shares of Common Stock being issued pursuant to that certain Settlement Agreement and Fifth Amendment to Agreement and Plan of Merger dated as of March 14, 2025, by and among the Company, Reflect Systems, Inc., a Delaware corporation, and RSI Exit Corporation, a Texas corporation, the issuance of which is being registered pursuant to the Registration Statement (as defined below) (such common stock purchase warrants are collectively referred to herein as the “Warrants”).

Section 1.    Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (Eastern Time) to 4:02 p.m. (Eastern Time)), (b)  if the Common Stock is not then listed or quoted on a Trading Market but is then listed or quoted for trading on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Common Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Registration Statement” means the Company’s Registration Statement on Form S-3, as amended (File No. 333-272202), including the prospectus supplement dated March 14, 2025 included therein and forming a part thereof.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally chartered trust company, which serve as the current transfer agent of the Company, with a mailing address of 150 Royall Street, Canton, Massachusetts 02021, and any successor transfer agent of the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (Eastern time) to 4:00 p.m. (Eastern time)), (b) if the Common Stock is not then listed or quoted on a Trading Market but is then listed or quoted for trading on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted on a Trading Market and is not then listed or quoted for trading on OTCQB or OTCQX, and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent Bid Price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.

Section 2.    Exercise.

(a)    Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice.

The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b)    Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $3.25, subject to adjustment hereunder (the “Exercise Price”). 

(c)    Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) *(X)] by (A), where:

(A) =  the trailing VWAP for the five Trading Days immediately prior to the date on which Notice of Exercise is executed and delivered pursuant to Section 2(a) hereof;

(B) =  the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =  the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant, if such exercise were by means of a cash exercise rather than a cashless exercise. 

(d)    Mechanics of Exercise.

(i)    Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s account balance with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement registering the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and the Holder’s holding period under Rule 144 promulgated under the Securities Act is sufficient to permit resale of the Warrant Shares without restriction under such Rule (including without limitation volume or manner of sale restrictions and with regard to compliance with current public information requirements); and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, 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 Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

(ii)    Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, and notwithstanding Section 2(a), the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii)    Rescission Rights. If the Company fails to cause its Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise, in addition to being entitled to exercise all other rights granted by law.

(iv)    No Fractional Shares or Scrip. Warrants may be exercised only in whole numbers of Warrant Shares. No fractional Warrant Shares are to be issued upon the exercise of the Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

(v)    Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vi)    Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3.    Certain Adjustments.

(a)    Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)    Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (other than for the purpose of changing the Company’s name and/or the jurisdiction of incorporation of the Company or a holding company for the Company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization 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 the shares of Common Stock covered by Section 3(a) above) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock, capital stock, or other equity interests (as applicable) of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. 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. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(b).

(c)    Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(d)    Notice to Holder; Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly (but in no event more than three (3) Business Days) deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

Section 4.    Transfer of Warrant.

(a)    Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers the Assignment Form attached hereto to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. A party requesting transfer of Warrants must provide any evidence of authority that may be reasonably required by the Company, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (or successor organization).

(b)    New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial Issuance Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c)    Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 5.    Registration Statement.

The Company agrees to use commercially reasonable efforts to maintain the effectiveness of the Registration Statement until the Warrant Shares have been issued or can be resold without restriction under Rule 144.

Section 6.    Miscellaneous.

(a)    No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

(b)    Loss, Theft, Destruction, or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it that any Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity (including obtaining an open penalty bond protecting the Company) or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

(c)    Saturdays, Sundays, Holidays, etc. If the last day for taking any action or exercising any right granted herein falls on a non-Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

(d)    Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e)    Governing Law. All questions concerning the construction, validity, enforcement, and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

(f)    Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if the issuance of such Warrant Shares is not registered, will have restrictions upon resale imposed by state and federal securities laws, if any.

(g)   Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of either party hereto shall operate as a waiver of such right or otherwise prejudice such party’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company fails to comply with any provision of this Warrant, which results in any damage to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h)    Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally or sent by a nationally recognized overnight courier service, addressed to the Company, at 13100 Magisterial Drive, Suite 100, Louisville, KY 40223, Attention: Chief Executive Officer, or if consented to by the Company, by facsimile or e-mail to a facsimile number or email address provided by the Company for such purpose, or to any such address the Company may specify for such purposes by notice to the Holder. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to the Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (Eastern time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

(i)    Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(j)    Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(k)    Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall be binding upon and benefit the successors and permitted assigns of the Company and the successors, heirs, estates, personal representatives, beneficiaries and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder.

(l)    Amendment and Waiver. Except as otherwise provided herein, this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.

(m)    Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n)    Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first set forth above.

NOTICE OF EXERCISE

TO:

Creative Realities, Inc.

13100 Magisterial Drive, Suite 100

Louisville, KY

Attn: Chief Financial Officer

1.    The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the aggregate Exercise Price as set forth in subsection 2(b) in full, together with all applicable transfer taxes, if any. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the foregoing Warrant.

2.    Payment shall take the form of (check applicable box):

[  ] lawful money of the United States (cash exercise).

[  ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise the foregoing Warrant with respect to the number of Warrant Shares set forth above pursuant to the cashless exercise procedure set forth in subsection 2(c) of the foregoing Warrant.

3.    Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

[SIGNATURE OF HOLDER]

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

Exhibit 10.2

CREATIVE REALITIES, INC.

PROMISSORY NOTE

FOR VALUE RECEIVED, the receipt of which is hereby acknowledged CREATIVE REALITIES, INC., a Minnesota corporation (“CRI”), and Reflect Systems, Inc., a Delaware corporation (“RSI” and together with CRI, each a “Borrower” and collectively, the “Borrowers”), hereby, jointly and severally, promise to pay to the order of RSI EXIT CORPORATION, a Texas corporation, in its capacity as the representative of the Eligible Stockholders (the “Stockholders’ Representative”), the principal amount of FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00), plus interest thereon, under the terms set forth herein. This Note is issued pursuant to the terms of the Agreement and Plan of Merger (as amended, the “Agreement”) among CRI, RSI and the Stockholders’ Representative dated November 12, 2021; capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement.

1.    Interest. The outstanding principal balance of this Promissory Note (this “Note”) outstanding from time to time shall bear interest from the date hereof at the rate of fourteen percent (14%) per annum (the “Interest Rate”), and such accrued but unpaid interest shall be payable monthly in arrears in accordance with the Amortization Schedule attached hereto and made apart hereof; provided that during the continuance of an Event of Default or any non-payment of the scheduled payment under this Note as the result of the terms of the Subordination Agreement (as described in Section 3), outstanding principal balance of this Note shall bear interest from the date hereof at a rate equal to the Interest Rate plus 3% per annum (the (“Default Rate”). All interest shall be computed on the basis of the actual number of days elapsed in a year of 365 days. In no event shall interest payable by Borrowers to the Stockholders’ Representative hereunder exceed the maximum rate permitted under applicable law, and if any such provision of this Note is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law. All interest accrued in excess of the Interest Rate shall be payable on the maturity or acceleration of the Note.

2.    Payments and Prepayments.

(a)    Borrowers shall, jointly and severally, make payment of the amounts evidenced by this Note in accordance with the Amortization Schedule attached hereto and made apart hereof. Any remaining or unpaid principal and interest shall be due and payable on September 14, 2027 (the “Maturity Date”).

(b)    The principal balance of this Note (together with accrued but unpaid interest on such principal amount) may be prepaid in whole at any time or in part from time to time on or before the Maturity Date. Any such prepayment of principal shall be accompanied by the applicable Make-Whole Payment. As used in this Note,

“Make-Whole Payment” means an amount equal to the value as of the Prepayment Date of the Calculated Payments.  The calculation of the Make-Whole Payment shall be made by the Borrowers and shall, absent manifest error, be final, conclusive and binding upon the parties.

“Prepayment Date” means the date on which the applicable prepayment is made.

“Calculated Payments” means the aggregate monthly payments of interest that would be due after the Prepayment Date through the Maturity Date on the principal amount of the Note being prepaid on the Prepayment Date, assuming an interest rate per annum in the percentage, if any, by which the Interest Rate exceeds the Yield Maintenance Treasury Rate.

“Yield Maintenance Treasury Rate” means the rate published as “Treasury Constant Maturities” as of 5:00 p.m., New York time, for the date a prepayment subject to a Make-Whole Premium is made, as shown at https://www.federalreserve.gov/releases/h15/ (or any successor publication) published by the Board of Governors of the Federal Reserve System, for 1-year obligations.

“Change of Control” means any one of the following: (a) an acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, of 50% or more of either: (1) the then-outstanding common stock of CRI (the “Stock”); or (2) the combined voting power of CRI’s outstanding voting securities, immediately after such acquisition, entitled to vote generally in the election of directors; (b) approval by the shareholders of CRI of a reorganization, merger, consolidation, liquidation, dissolution, sale or statutory exchange of Stock which changes the beneficial ownership of Stock and other securities so that after the immediately previous owners of 50% of the Stock and other voting securities do not own 50% of the Stock and other voting securities either legally or beneficially; (c) the sale, transfer or other disposition of all or substantially all of CRI’s assets in a transaction with a third party; or (d) a merger of CRI with another entity after which the pre-merger shareholders of CRI own less than 50% of the issued and outstanding voting securities of the surviving corporation.

(c)    Any and all amounts payable by Borrowers under this Note shall be made to Computershare Trust Company, N.A. and Computershare Inc. (collectively, the “Agent”) for distribution pursuant to the terms of, and subject to the condition set forth in, that certain Exchange Agent Agreement dated February 17, 2022 by and between CRI and the Agent.

3.    Subordination. This Note is subject to a Subordination Agreement dated of even date herewith between the First Merchants Bank, an Indiana bank (“Senior Lender”), and Stockholders’ Representative, as the same may be amended, restated, supplemented or otherwise modified from time to time.

4.    Unsecured Obligations. This Note is unsecured in all respects.

5.    Representations and Warranties. CRI is duly formed and validly existing and in good standing under the laws of the State of Minnesota, with the power and authority to own its properties and conduct its business as now conducted and proposed to be conducted. RSI is duly formed and validly existing and in good standing under the laws of the State of Delaware, with the power and authority to own its properties and conduct its business as now conducted and proposed to be conducted. Each Borrower has the full legal power, right and authority to enter into this Note. This Note has been duly executed and delivered by the Borrowers and constitutes the valid and binding obligations of the Borrowers, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

6.    Event of Default. Any of the following shall constitute an “Event of Default”:

(i)    A default in the payment in full of any amounts due and owing under this Note on or prior to the due date therefor as specified in Section 1 above, subject to Borrower’s ability cure such default within ten (10) days of such due date;

(ii)    If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), the Borrower shall (A) commence a voluntary case or proceeding; (B) consent to the entry of an order for relief against it in an involuntary case; (C) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; or (D) make an assignment for the benefit of its creditors;

(iii)    If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against either Borrower in an involuntary case, (B) appoints a trustee, receiver, assignee, liquidator or similar official for either Borrower or substantially all of either Borrower’s properties, or (C) orders the liquidation of either Borrower, and in each case the order or decree is not dismissed within ninety (90) days; or

(iv)    The occurrence of a Change of Control.

Upon the occurrence of an Event of Default, then the Stockholders’ Representative may by notice in writing to the Borrowers, declare this Note to be forthwith due and payable and thereupon this Note will be and become due and payable, together with interest accrued thereon (provided that if an Event of Default results from the filing of a voluntary or involuntary petition in any bankruptcy proceeding in which any Borrower is the debtor, the Note thereupon will immediately become due and payable, with interest accrued thereon, without any notice from the Stockholders’ Representative of the Note or otherwise), and may take any action or proceeding at law for the protection of the collective interest of the Stockholders’ Representative of the Note to collect and enforce payment, and the Borrowers will pay all expenses, court costs and reasonable attorneys’ fees incurred in connection with or arising out of any default hereunder. The Borrowers shall be responsible for the Stockholders’ Representative’s costs reasonably incurred in the collection of amounts owing under this Note (as set forth in Section 8(g) below), and if any such costs are incurred, then amounts received from Borrowers under this Note shall first be applied to costs of collection, then to the principal balance under this Note.

7.    Notices. All notices under this Note must be in writing and will be deemed to have been duly given when delivered in accordance with Section 11.1 of that certain Agreement and Plan of Merger, dated as of November 12, 2021, as amended, by and among Borrowers, Stockholders’ Representative, and CRI Acquisition Corporation, a Delaware corporation.

.

8.    General Provisions.

(a)    Upon receipt of evidence reasonably satisfactory to the Borrowers of the loss, theft, destruction or mutilation of this Note, the Borrowers shall execute and deliver, in lieu of this Note, a new Note executed in the same manner as this Note, in the same principal amount as the unpaid principal and interest amount of this Note.

(b)    Any provision of this Note may be amended, waived or modified upon the written agreement of the Borrowers and the Stockholders’ Representative. Any waiver of any provision of this Note shall be effective only in the specific instance and for the specific purpose for which given.

(c)    The rights and obligations of the Borrowers and the Stockholders’ Representative of this Note shall be binding upon and benefit their respective successors, assigns, heirs, administrators and transferees.

(d)    This Note shall be governed by and construed under the laws of the State of Delaware, without regard to its conflicts-of-law provisions.

(e)    No delay or failure on the part of the Stockholders’ Representative to collect amounts owing under this Note or to exercise any rights or remedies hereunder or under applicable law shall operate as a waiver thereof.

(f)    Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

(g)    The Borrowers shall, jointly and severally, pay all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel actually incurred at standard hourly rates) incurred by the Stockholders’ Representative, its successors and permitted assigns in connection with the enforcement or protection of its rights in connection with this Note.

(h)    This Note may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Note may be transmitted by facsimile or email PDF and such facsimile or email PDF will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be executed and delivered by its duly authorized representative as of the date indicated above.

Acknowledged and Agreed:

AMORTIZATION SCHEDULE

Exhibit 10.3

SUBORDINATION AGREEMENT

This Subordination Agreement (this “Agreement”) is made and entered into effective as of March 14, 2025, by and among Creative Realities, Inc., a Minnesota corporation (“CRI”), and Reflect Systems, Inc., a Delaware corporation (“RSI” and together with CRI, each a “Borrower” and collectively, the “Borrowers”), each with address of 13100 Magisterial Drive, Suite 100, Louisville, Kentucky 40223 (the “Borrower”), First Merchants Bank, an Indiana bank, with address of 8711 River Crossing Blvd., Indianapolis, Indiana 46240 (the “Senior Creditor”), and RSI Exit Corporation, a Texas corporation with an address of 1413 Teaberry Court, Plano, Texas 75093, Attention: William E. Warren (the “Subordinated Creditor”). All capitalized terms used herein but not otherwise defined herein shall be given the same meaning assigned to such terms in the Senior Loan Agreement (as defined below).

BACKGROUND

Borrowers along with certain of its affiliates (collectively, the “CRI Borrowers”) has obtained a loan from Senior Creditor in the face principal amount of Twenty-Seven Million One Hundred Thousand and No/100 Dollars ($27,100,000.00), pursuant to the terms of that certain Credit Agreement, dated effective as of May 23, 2024, by and among Senior Creditor and CRI Borrowers (as amended and/or modified from time to time, the “Senior Loan Agreement”), and as evidenced by the Note (as amended and/or modified from time to time, collectively, the “Senior Note”). The payment and performance of all of Borrowers’ obligations to Senior Creditor, including, without limitation, indebtedness arising under the Senior Loan Agreement and the Senior Note, is secured by the Collateral and as more particularly described in the Security Documents (collectively, the “Senior Security Documents”). The Senior Loan Agreement, the Senior Note, the Senior Security Documents and the other Loan Documents (as defined in the Senior Loan Agreement), and any other documents, agreements, instruments and certificates given by Borrowers to Senior Creditor in connection with the transactions contemplated thereunder or collateral to the Senior Note, including any renewals, amendments or restatements thereof, are hereinafter referred to as the “Senior Loan Documents”.

Borrowers are currently indebted to Subordinated Creditor in the amount of Four Million and No/100 Dollars ($4,000,000.00) pursuant to that certain Promissory Note, dated March 14, 2025, in the principal amount of Four Million and No/100 Dollars ($4,000,000.00) made by Borrowers in favor of Subordinated Creditor (the “Subordinated Note”).

It is a condition precedent to Senior Creditor continuing to extend the loan evidenced by the Senior Note and consenting to the issuance of the Subordinated Note that Subordinated Creditor enter into this Agreement.

NOW, THEREFORE, to induce Senior Creditor to continue to extend the loan evidenced by the Senior Note and consent to the issuance of the Subordinated Note, and to induce Senior Creditor from time to time, to make or agree to make loans, advances or other financial accommodations (including, without limitation, renewals or extensions of any loans or advances hereafter made) to Borrowers, and for other valuable consideration, receipt of which is hereby acknowledged, Subordinated Creditor, intending to be legally bound hereby, agrees as follows:

1.    All obligations of Borrowers, howsoever created, arising or evidenced, whether as principal obligor, guarantor, surety, accommodation party, or otherwise, direct or indirect, absolute or contingent or now or hereafter existing or due or to become due are hereinafter called “Liabilities”. All Liabilities to Senior Creditor, including, without limitation, those Liabilities arising pursuant to (a) the Senior Loan Agreement, (b) the Senior Note, and (c) the other Senior Loan Documents, are hereinafter called “Senior Liabilities”; and all Liabilities to Subordinated Creditor arising under or pursuant to the Subordinated Note are hereinafter called “Junior Liabilities”; it being expressly understood and agreed that the term “Senior Liabilities”, as used herein, shall include, without limitation, any and all interest accruing on any of the Senior Liabilities after the commencement of any proceedings referred to in Section 3, notwithstanding any provision or rule of law which might restrict the rights of Senior Creditor, as against Borrowers or anyone else, to collect such interest.

2.    (a)    So long as no Event of Default exists under the Senior Loan Documents, Borrowers may make regularly scheduled payments due to Subordinated Creditor in accordance with the Subordinated Note. Except as expressly provided for in this Agreement or as Senior Creditor may hereafter otherwise expressly consent in writing, the payment of all Junior Liabilities shall be absolutely and unconditionally postponed and subordinated to the indefeasible payment in full of all Senior Liabilities, and no payments or other distributions whatsoever in respect of any Junior Liabilities shall be made, directly or indirectly, nor shall any property or assets of Borrowers be applied to the purchase or other acquisition or retirement of any Junior Liabilities.

(b)    Notwithstanding the date, manner or order of creation, attachment or perfection of those security interests, liens, mortgages, and other encumbrances in favor of Subordinated Creditor now or hereafter existing in the Collateral, and notwithstanding any provisions of the Uniform Commercial Code of the State of Indiana or other applicable law or of any agreement(s) granting such security interests, liens, mortgages, deeds of trust and other encumbrances to Subordinated Creditor and Senior Creditor, the security interests, liens, mortgages, and other encumbrances held by Subordinated Creditor in the Collateral, if any, shall be, in all respects, and at all times, unconditionally subject to and subordinate to the security interests, liens, mortgages, deeds of trust and other encumbrances of Senior Creditor in the Collateral, to the full extent of the Senior Liabilities secured thereby.

3.    In the event of any dissolution, winding up, liquidation, readjustment, reorganization or other similar proceedings relating to a Borrower or to its creditors, as such, or to its property (whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency, or receivership, or upon an assignment for the benefit of creditors, or any other marshalling of the assets and liabilities of a Borrower, or any sale of all or substantially all of the assets of a Borrower, or otherwise), the Senior Liabilities shall first be fully and indefeasibly paid, satisfied and discharged before Subordinated Creditor shall be entitled to receive and to retain any payment or distribution in respect of the Junior Liabilities, and, in order to implement the foregoing (a) all payments and distributions of any kind or character in respect of the Junior Liabilities to which Subordinated Creditor would be entitled if the Junior Liabilities were not subordinated, until the Senior Liabilities are fully and indefeasibly paid, satisfied and discharged, pursuant to this Agreement shall be made directly to Senior Creditor, (b) Subordinated Creditor shall promptly file a claim or claims, in the form required in such proceedings, for the full outstanding amount of the Junior Liabilities, and shall cause said claim or claims to be approved and all payments and other distributions in respect thereof to be made directly to Senior Creditor until the Senior Liabilities are fully and indefeasibly paid, satisfied and discharged, and (c) Subordinated Creditor hereby irrevocably agrees that Senior Creditor may, at its sole discretion, in the name of Subordinated Creditor or otherwise, demand, sue for, collect and receive any and all such payments or distributions until the Senior Liabilities are fully and indefeasibly paid, satisfied and discharged.

4.    Notwithstanding anything herein to the contrary, Subordinated Creditor will forbear from taking any action against (a) Borrowers or (b) the Collateral, until such time as the Senior Liabilities have been fully and indefeasibly paid, satisfied and discharged; provided that the foregoing restriction shall not prevent or restrict (i) the accrual of interest at the Default Rate as provided in the Subordinated Note, (ii) the acceleration of the obligations under the Subordinated Note upon an event of default thereunder, or (iii) the filing of any lawsuit upon a failure to pay the Subordinated Note if necessary to prevent the expiration of any applicable statute of limitation for the collection of the Subordinated Note. Subordinated Creditor agrees to satisfy, release or otherwise terminate its security interests and liens upon the Collateral (excluding its rights if any, to the proceeds thereof), which Collateral may be sold or otherwise disposed of either by Senior Creditor or its agents, or by Borrowers with Senior Creditor’s consent, whether in the ordinary course of business or after the declaration of an Event of Default, promptly upon Senior Creditor’s request, and to promptly deliver Uniform Commercial Code financing statements or termination statements and such other documents as Senior Creditor may reasonably require in connection therewith. Without limitation of the foregoing, while any of the Senior Liabilities are outstanding, Subordinated Creditor shall not:

(a)    take possession of the Collateral or exercise any similar self-help remedies with respect thereto;

(b)    assert any rights or exercise any remedies of any kind whatsoever with respect to any portion of the Collateral;

(c)    challenge in any manner, whether by legal proceedings or otherwise, the priority of the lien of or the validity of any of the Senior Loan Documents;

(d)    institute any legal proceedings of any kind whatsoever against a Borrower’s interest in the Collateral arising in any manner out of the Junior Liabilities including, without limitation, an action in mortgage foreclosure and/or under power of sale;

(e)    assert any rights or exercise any remedies of any kind whatsoever with respect to any portion of the Collateral;

(f)    institute an action of receivership, insolvency, liquidation or similar action with respect to the Collateral;

(g)    answer, object to or file any responsive pleading to any action of mortgage foreclosure and/or under power of sale, or other remedial action instituted by Senior Creditor, nor take any action to stay or otherwise delay or hinder such action by Senior Creditor;

(h)    exercise any right to require any assets to be marshaled or to require that Senior Creditor proceed against any collateral securing, or party liable for, all or any part of the Senior Liabilities prior to any other collateral or party; or

(i)    exercise any other similar rights available to Subordinated Creditor under the Subordinated Note which would affect Senior Creditor’s rights and interests in and to any of the Collateral.

5.    In the event that Subordinated Creditor receives any payment or other distribution of any kind or character from a Borrower or from any other source whatsoever in respect of any of the Junior Liabilities, other than as expressly permitted by the terms of this Agreement, such payment or other distribution shall be received in trust for Senior Creditor and promptly turned over by Subordinated Creditor to Senior Creditor, together with all necessary and appropriate endorsements thereto. Subordinated Creditor and Borrowers will mark their respective books and records so as to clearly indicate that the Junior Liabilities are subordinated in accordance with the terms of this Agreement, and will cause to be clearly inserted in any promissory note or other instrument which at any time evidences any of the Junior Liabilities a statement to the effect that the payment thereof is subordinated in accordance with the terms of this Agreement. Subordinated Creditor will execute such further documents or instruments and take such further action as Senior Creditor may reasonably from time-to-time request in order to carry out the intent of this Agreement.

6.    All payments and distributions received by Senior Creditor in respect of the Junior Liabilities, to the extent received in or converted into cash, may be applied by Senior Creditor first to the payment of any and all expenses (including attorneys’ fees and legal expenses) paid or incurred by Senior Creditor in enforcing this Agreement or in endeavoring to collect or realize upon any of the Junior Liabilities or any security therefor, and any balance thereof shall, solely as between the undersigned and Senior Creditor, be applied by Senior Creditor, in such order of application as Senior Creditor may from time-to-time select, toward the payment of the Senior Liabilities remaining unpaid; but, as between each Borrower and its creditors, no such payments or distributions of any kind or character shall be deemed to be payments or distributions in respect of the Senior Liabilities; and, notwithstanding any such payments or distributions received by Senior Creditor in respect of the Junior Liabilities and so applied by Senior Creditor toward the payment of the Senior Liabilities, Subordinated Creditor shall be subrogated to the then existing rights of Senior Creditor, if any, in respect of the Senior Liabilities only at such time as this Agreement shall have been discontinued and Senior Creditor shall have received payment of the full amount of the Senior Liabilities, as provided for in Section 9.

7.    Subordinated Creditor hereby waives (a) notice of acceptance by Senior Creditor of this Agreement; (b) notice of the existence or creation of all or any of the Senior Liabilities; and (c) all diligence in collection or protection of or realization upon any of the Senior Liabilities or any security therefor.

8.    Subordinated Creditor will not, without the prior written consent of Senior Creditor (a) take any additional collateral security for any Junior Liabilities or (b) amend, replace, supplement or extend the terms of the Subordinated Note if the effect thereof is to change the amount of the Junior Liabilities, change the payment terms of the Subordinated Note or make such other change which is inconsistent with the terms of this Agreement.

9.    This Agreement shall in all respects be a continuing agreement and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of Subordinated Creditor) until the indefeasible payment, satisfaction and discharge in full of the Senior Note and the other Senior Loan Documents, at which time this Agreement shall terminate.

10.    Senior Creditor may, from time to time, whether before or after any discontinuance of this Agreement, at its sole discretion and without notice to Subordinated Creditor, take any or all of the following actions, without affecting the relative priority of the security interests, mortgages, deeds of trust and liens held by Senior Creditor and without incurring responsibility or liability to Subordinated Creditor or affecting the subordination of the Junior Liabilities or the obligations of Subordinated Creditor as provided in this Agreement and without otherwise affecting their rights hereunder: (a) retain or obtain a security interest, deed of trust and/or mortgage in any collateral to secure any of the Senior Liabilities, (b) retain or obtain the primary or secondary obligation of any other obligor or obligors with respect to any of the Senior Liabilities, (c) amend, modify, restate or supplement the Senior Loan Agreement, the Senior Note, the other Senior Loan Documents and any document collateral thereto, including, without limitation, an increase in the amount of the Senior Liabilities or the loan evidenced by the Senior Note, a change in any interest rate and/or an extension of the term of such loan, (d) alter or exchange any of the Senior Liabilities, or release or compromise any obligation of any nature of any obligor with respect to any of the Senior Liabilities, (e) take such actions as it shall deem necessary or desirable to protect its rights in any security interest, mortgage or in any collateral securing any of the Senior Liabilities, including, without limitation, the making of additional advances under the Senior Note, the other Senior Loan Documents or other documents relating thereto, (f) grant any extension or indulgence with respect to the payment or performance of the Senior Liabilities, (g) enter into any agreement of forbearance with respect to the Senior Liabilities or any part thereof, (h) release, surrender, exchange or compromise any Collateral or other security or collateral held for the Senior Liabilities or any part thereof or for any obligations thereunder, (i) release any Person who is a guarantor or surety of all or any part of the Senior Liabilities or amend any guaranty agreement delivered by any such Person and (j) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of the Collateral or any collateral securing the Senior Liabilities, or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to the Collateral or any other collateral securing the Senior Liabilities.

11.    Senior Creditor may, from time to time, whether before or after any discontinuance of this Agreement, without notice to Subordinated Creditor, assign or transfer any or all of the Senior Liabilities or any interest therein; and, notwithstanding any such assignment or transfer thereof, such Senior Liabilities shall be and remain Senior Liabilities for the purposes of this Agreement, and every immediate and successive assignee or transferee of any of the Senior Liabilities or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Senior Liabilities, be entitled to the benefits of this Agreement to the same extent as if such assignee or transferee were Senior Creditor; provided, however, that, unless Senior Creditor shall otherwise consent in writing, Senior Creditor shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Agreement, for the benefit of Senior Creditor, as to those of the Senior Liabilities which Senior Creditor has not assigned or transferred. Furthermore, in the event the Senior Liabilities are satisfied or are proposed to be satisfied with loan proceeds from another lender other than in connection with a transaction resulting in a Change of Control, Subordinated Creditor agrees to promptly execute a Subordination Agreement in favor of the new lender in form and substance substantially similar to this Agreement. For purposes of this Agreement, “Change of Control” shall mean any one of the following: (a) an acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, of 50% or more of either: (1) the then-outstanding common stock of CRI (the “Stock”); or (2) the combined voting power of CRI's outstanding voting securities, immediately after such acquisition, entitled to vote generally in the election of directors; (b) approval by the shareholders of CRI of a reorganization, merger, consolidation, liquidation, dissolution, sale or statutory exchange of Stock which changes the beneficial ownership of Stock and other securities so that after the immediately previous owners of 50% of the Stock and other voting securities do not own 50% of the Stock and other voting securities either legally or beneficially; (c) the sale, transfer or other disposition of all or substantially all of CRI’s assets in a transaction with a third party; or (d) a merger of CRI with another entity after which the pre-merger shareholders of CRI own less than 50% of the issued and outstanding voting securities of the surviving corporation.

12.    Senior Creditor shall not be prejudiced in its right under this Agreement by any act or failure to act of a Borrower or Subordinated Creditor, or any noncompliance of a Borrower or Subordinated Creditor with any agreement or obligation, regardless of any knowledge thereof which Senior Creditor may have or with which Senior Creditor may be charged; and no action of Senior Creditor permitted hereunder shall in any way affect or impair the rights of Senior Creditor and the obligations of Subordinated Creditor under this Agreement.

13.    No delay on the part of Senior Creditor in the exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Agreement be binding upon Senior Creditor except as expressly set forth in a writing duly signed and delivered on behalf of Senior Creditor. For the purposes of this Agreement, Senior Liabilities shall include all obligations of a Borrower to Senior Creditor, notwithstanding any right or power of a Borrower or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the agreements and obligations of Subordinated Creditor hereunder.

14.    Subordinated Creditor agrees that Senior Creditor shall be entitled to manage and supervise the Senior Liabilities in accordance with applicable law and its usual practices, modified from time to time as it deems appropriate, without regard to the existence of any rights that Subordinated Creditor may now or hereafter have, and that Senior Creditor shall have no liability to Subordinated Creditor for, and Subordinated Creditor waives any claim which Subordinated Creditor may now or hereafter have against Senior Creditor arising out of (a) any action taken, waiver granted or forbearance taken by Senior Creditor as set forth in Section 10 above, (b) any and all actions which Senior Creditor takes or omits to take (including, without limitation, actions with respect to the creation, perfection, or continuation of liens or security interests in the Collateral or any additional collateral to secure the Senior Liabilities, actions with respect to the occurrence of an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon the Collateral or any other collateral securing the Senior Liabilities and actions with respect to the collection of any claim for all or any part of the Senior Liabilities from a Borrower, any guarantor or any other party) with respect to the Senior Note or any other agreement related thereto or to the collection of the Senior Liabilities or the valuation, use, protection, or release of the Collateral or any other collateral securing the Senior Liabilities, (c) Senior Creditor’s election, in any proceeding instituted under Chapter 11 of the United States Bankruptcy Code of the application of Section 1111 (b)(ii) of the Bankruptcy Code, and/or (d) any borrowing of, or grant of a security interest under Section 364 of the Bankruptcy Code to a Borrower as debtor in possession or any use of cash collateral under Section 363 of the Bankruptcy Code by a Borrower as debtor in possession.

15.    Subordinated Creditor shall not have any right to participate in the adjustment of any proceeds of insurance payable as the result of any casualty to the Collateral, nor to any condemnation proceeds or payments in lieu thereof, nor to participate in any manner whatsoever in activities relating to restoration or reconstruction until the Senior Liabilities are satisfied in full and all of the related agreements, documents and instruments to the Senior Note placed of record are satisfied or discharged. Senior Creditor shall have the right to receive, administer and apply all such proceeds as set forth in the Senior Note. Subordinated Creditor hereby assigns and releases to Senior Creditor all of its right, title, interest in, or claim to (a) proceeds of all policies of insurance covering the Collateral, and (b) all awards or other compensation payable as the result of a taking or threatened taking of all or any part of the Collateral, which sums may be applied in the sole and absolute discretion of Senior Creditor pursuant to the Senior Note. Notwithstanding the foregoing, however, in the event that all Senior Liabilities shall have been fully and indefeasibly paid, satisfied and discharged, Senior Creditor shall release any claim to the balance of any insurance or condemnation proceeds which may be in its possession.

16.    Subordinated Creditor, Senior Creditor and Borrowers shall execute, acknowledge and deliver, at any time or from time to time, any and all further documents, instruments or assurances in recordable form, including UCC-3s, as may be reasonably required for carrying out the purpose and intent of this Agreement.

17.    Subordinated Creditor agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any marshaling, appraisal, valuation or other similar right that may otherwise be available under applicable law or any other similar rights a subordinated creditor may have under applicable law.

18.    The provisions of this Agreement are solely for the purposes of defining the relative rights of the holder of Junior Liabilities and the holders of Senior Liabilities. Nothing contained in this Agreement is intended to or shall impair, as between a Borrower and the holder of the Junior Liabilities, the obligation of a Borrower to pay the Junior Liabilities as and when the same shall become due and payable in accordance with their terms, nor shall anything herein prevent the holder of the Junior Liabilities from exercising all remedies otherwise permitted by applicable law or under or with respect to the Junior Liabilities upon default, subject to the restrictions set forth in this Agreement and the rights, if any, under this Agreement of the holders of Senior Liabilities in respect of cash, property, or securities of a Borrower received upon the exercise of any such remedy.

19.    This Agreement shall be binding upon Subordinated Creditor and upon its successors and assigns and shall benefit Senior Creditor and its successors and assigns. None of the Junior Liabilities or collateral held by Subordinated Creditor pursuant to this Agreement or the Subordinated Note may be assigned or transferred by Subordinated Creditor unless Subordinated Creditor has first supplied to the assignee a copy of this Agreement and has received from the assignee and delivered to Senior Creditor a written acknowledgement by such assignee of receipt of a copy of this Agreement, accompanied by a consent by such assignee to be bound by the terms of this Agreement.

Subordinated Creditor further acknowledges that this Agreement will inure to the benefit of any third person who refinances or succeeds to or replaces any or all of the Senior Liabilities, whether such successor financing or replacement occurs by transfer, assignment or repayment without the necessity of any further writing; provided, however, Subordinated Creditor agrees, upon the request of such third person, to execute and deliver an agreement with such person containing terms substantially identical to those contained herein (subject to changing names of parties, documents and addresses, as appropriate).

20.    This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana (without regard to its conflicts of laws principles). Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be enjoined by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

21.    Subordinated Creditor will give Senior Creditor (at the address listed above) written notice of any default by Borrowers under the Subordinated Note contemporaneously with the giving of such notice to Borrowers.

22.    Borrowers agree to pay all of Senior Creditor’s reasonable costs and expenses, including reasonable attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, including all such reasonable costs and expenses which may be incurred by Senior Creditor in any legal action, reference, mediation or arbitration proceeding.

23.    This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or other electronic means (including .pdf format) shall be effective as delivery of a manually executed counterpart of this Agreement, and any party delivering such an executed counterpart of the signature page to this Agreement by facsimile or other electronic means (including .pdf format) to any other party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.

24.    IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING HEREUNDER OR IN CONNECTION WITH THE SENIOR LIABILITIES, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

25.    The parties agree that the sole proper venue for the determination of any litigation commenced by Senior Creditor against Subordinated Creditor or by Subordinated Creditor against Senior Creditor on any basis shall be in a court of competent jurisdiction which is located in Marion County, Indiana, and the parties hereby expressly declare that any other venue shall be improper and Subordinated Creditor expressly waive any right to a determination of any such litigation against Senior Creditor by a court in any other venue. Subordinated Creditor further acknowledges that by virtue of its execution hereof, it is transacting business within the State of Indiana and submit to the personal and subject matter jurisdiction of the courts of the State of Indiana, and specifically, the Marion County, Indiana Circuit Court, and the United States District Court for the Southern District of Indiana, Indianapolis division, and agrees that service of process by any judicial officer or by registered or certified United States mail or via the Indiana Secretary of State as statutory agent for Subordinated Creditor and shall establish personal jurisdiction over Subordinated Creditor, who waives any rights under the laws of any state to object to jurisdiction within the State of Indiana or service of process as set forth above. Provided, however, nothing contained in this section shall prevent Senior Creditor from bringing any action or exercising any rights against any security or against Subordinated Creditor within any other state or other venue where proper jurisdiction exists. Initiating such proceedings or taking such action in any other state or venue shall in no event constitute a waiver of the agreement contained herein that the laws of the State of Indiana shall govern the rights and obligations of the parties hereunder or of the submission herein made by Subordinated Creditor to personal jurisdiction within the State of Indiana. The aforesaid means of obtaining personal jurisdiction and perfecting service of process on Subordinated Creditor and Impact are not intended to be exclusive, but are cumulative and in addition to all other means of obtaining personal jurisdiction and perfecting service of process now or hereafter provided by the laws of the State of Indiana or by any other state in an action brought by Senior Creditor in such state.

26.    The words "execution," "signed," "signature," and words of similar import in this Agreement shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.) or any other similar state laws based on the Uniform Electronic Transactions Act.

27.    In this Agreement, the word “person” includes any individual, company, trust or other legal entity of any kind. If this Agreement is executed by more than one Person on behalf of Subordinated Creditor, the words “Subordinated Creditor” shall include all such Persons. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.” When the context and construction so require, all words used in the singular shall be deemed to have been used in the plural and vice versa.

28.    In the event that any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Each party hereto acknowledges that such party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

29.    This Agreement constitutes the entire agreement and the understanding between the parties with respect to the subject matter hereof and this Agreement supersedes all previous and contemporaneous negotiations and agreements between the parties related to the subject matter hereof and no parole evidence of any prior or other agreements shall be permitted to contradict or vary the terms hereof.

[Signature Page Immediately Follows]

IN WITNESS WHEREOF, this Agreement has been made and delivered on the date first above written.

“Borrowers”

“Subordinated Creditor”

“Senior Creditor”

Exhibit 10.4

CONSENT AGREEMENT

This Consent Agreement (this “Agreement”) is entered into effective as of March 14, 2025, by and among First Merchants Bank, an Indiana bank, with address of 8711 River Crossing Blvd., Indianapolis, Indiana 46240 (the “Bank”); and Allure Global Solutions, Inc., a Georgia corporation (“AGS”), Creative Realities, Inc., a Minnesota corporation (“CRI”), and Reflect Systems, Inc., a Delaware corporation (“RS”) each with address of 13100 Magisterial Drive, Suite 100, Louisville, Kentucky 40223 (AGS, CRI and RS, collectively, the “Borrowers”, and each a “Borrower”). All capitalized terms used herein but not otherwise defined herein shall be given the same meaning assigned to such capitalized terms in the Loan Agreement (as defined below).

In consideration of their mutual covenants, the financial accommodations extended to Borrowers and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

A.         The Bank has extended a credit facility to Borrowers pursuant to that certain Credit Agreement dated effective as of May 23, 2024 by and among the Bank and the Borrowers (as amended, the “Loan Agreement”) and the other Loan Documents. Each capitalized term used herein but not otherwise defined herein shall be given the same meaning assigned to such capitalized term in the Loan Agreement.

B.         CRI, RS and RSI Exit Corporation, a Texas corporation (the “Stockholders’ Representative”) are parties to that certain Agreement and Plan of Merger dated November 12, 2021 (as amended on February 8, 2022, February 11, 2023, February 17, 2025 and February 23, 2025, the “Merger Agreement”). CRI, RS and RSI Exit Corporation currently dispute the manner by which the “Guaranteed Price,” and the amount of the “Guaranteed Consideration” (each as defined in the Merger Agreement) payable as a result thereof, should be determined, and such parties desire to settle and fully resolve such dispute and any claims related thereto pursuant to and subject to the terms and conditions set forth in the Settlement Agreement and Fifth Amendment to Agreement and Plan of Merger in the form attached hereto as Exhibit A, including the form of Promissory Note (the “Note”) and form of Warrants (the “Warrants”) attached thereto as “Exhibit H” and “Exhibit I”, respectively (collectively, the “Settlement Documents”). The transactions contemplated by the Settlement Documents are collectively referred to as the “Settlement Transaction.”

C.         Subject to the Bank’s receipt of a signed Subordination Agreement from the Stockholder Representative substantially in the form attached hereto as Exhibit B, the Bank hereby:

(i)    consents to the Settlement Documents and to the Settlement Transaction;

(ii)    agrees that the debt obligations evidenced by the Note constitute Subordinated Debt and are permitted under the Loan Agreement and the other Loan Documents;

(iii)    agrees that all payments made and Warrants issued in connection with the Settlement Transaction, whether in the form of cash or other consideration, will not be considered Debt or Distributions under the Loan Agreement and other Loan Documents;

(iv)    agrees that the Note and any payments thereunder will be considered Debt but will not be considered Distributions under the Loan Agreement and other Loan Documents;

(v)    agrees that, upon execution of the Settlement Documents, the Guaranteed Consideration shall be deemed to have been paid in full and fully discharged; and

(vi)    confirms that the Special Reserve shall equal $0.00 after the date hereof.

D.          Each Borrower acknowledges and agrees that such Borrower has no claim or cause of action against Bank (or any of Bank’s directors, officers, employees, or agents), in each case whether sounding in contract or tort or otherwise, (a) arising from the transactions evidenced by or related to the Loan Agreement, the other Loan Documents and transactions related to any of the foregoing (collectively, the “Loan Transactions”), or (b) in any way connected with or related or incidental to the dealings of the parties hereto with respect to such Loan Transactions. Each Borrower, on behalf of itself and all of its successors and assigns and any and all other entities and persons claiming rights through such Borrower, unconditionally releases, acquits, and forever discharges Bank and its affiliated entities and parties, and all of its current and former directors, officers, agents, employees, shareholders, and attorneys, and their successors and assigns (collectively, the “Dischargees”) from (a) any and all liabilities, obligations, duties, or indebtedness of any of the Dischargees to such Borrower, whether known or unknown, arising prior to the date hereof based on the Loan Transactions, and (b) any and all claims, offsets, causes of action, suits, or defenses, whether known or unknown, which such Borrower might otherwise have against any of the Dischargees on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance, or matter of any kind which existed, arose or occurred at any time prior to the date hereof based on the Loan Transactions.

E.         The consent provided by the Bank in this Agreement, either alone or together with other consents or waivers which Bank may give from time to time, shall not, by course of dealing, implication or otherwise, obligate Bank to consent to or waive any of its rights under the Loan Agreement or reduce, restrict or in any way affect the discretion of Bank in considering any future consent or waiver requested by a Borrower. Bank will continue to require strict compliance by the Borrowers of all provisions of the Loan Agreement and other Loan Documents, each as amended by the terms of this Agreement, and as may be further amended from time-to-time. This Agreement shall constitute a Loan Document.

F.         This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana (without regard to its conflicts of laws principles). This Agreement and all agreements relating to the subject matter hereof are the product of negotiation and preparation by and among each party and its respective attorneys, and any uncertainty or ambiguity shall not be interpreted against any one party. Each Borrower shall pay all out of pocket expenses, including, but not limited to, the fees and expenses (including reasonable attorneys fees) of the Bank, incurred by the Bank in enforcing the Bank’s rights hereunder.

G.         This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any party delivering such an executed counterpart of the signature page to this Agreement by facsimile to any other party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first set forth above.

“Bank”

“Borrowers”

EXHIBIT A

Settlement Documents

See attached.

SETTLEMENT AGREEMENT AND

FIFTH AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

This Settlement Agreement and Fifth Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of March 14, 2025, by and among Reflect Systems, Inc., a Delaware corporation (the “Company” or “Surviving Corporation”), Creative Realities, Inc., a Minnesota corporation (“Parent”), and RSI Exit Corporation, a Texas corporation (“Stockholders’ Representative”).

RECITALS

A.    On November 12, 2021, the parties entered into that certain Agreement and Plan of Merger (as amended, the “Agreement”).

B.    The parties currently dispute the manner by which the Guaranteed Price, and the amount of the Guaranteed Consideration payable to Stockholders as a result thereof, should be determined, and the parties desire to settle and fully resolve such dispute and any claims related thereto pursuant to and subject to the terms and conditions set forth in this Amendment.

C.    In conjunction with such settlement, the parties desire to amend certain terms of the Agreement pursuant to Section 11.5 thereof, as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements specified in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.        Definitions. Capitalized terms used in this Amendment (including the Recitals) and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement. In addition, the following defined terms are hereby added to the Agreement:

“Additional Cash Consideration” means an aggregate amount of $3,000,000.

“Additional Promissory Note” means the Promissory Note in the original principal amount of $4,000,000 issuable by Parent and the Company to Seller Representative, as nominee for, and for the benefit of, the Eligible Stockholders, in the form of Promissory Note attached hereto as Exhibit H.

“Eligible Stockholder” means each Stockholder entitled to receive the Settlement Consideration in accordance with the terms and subject to the conditions contained in the Agreement, excluding for purposes of clarity any Ineligible Stockholders.

“Ineligible Stockholder” means any Stockholder that Transferred any of its Stock Consideration in advance of February 17, 2025.

“Settlement Consideration” means the Additional Cash Consideration, Additional Promissory Note and Warrants.

“Warrants” means warrants to purchase an aggregate of 777,800 shares of Parent Common Stock, in the form of the Warrant attached hereto as Exhibit I.

2.    No Obligations Regarding Guaranteed Consideration. Any obligation of Parent or Surviving Corporation to pay to any Stockholder any amounts in satisfaction of the Guaranteed Consideration, whether pursuant to Sections 1.9(d) or 1.12 of the Agreement or otherwise, is hereby terminated and released. Section 1.9(d) of the Agreement is hereby deleted and replaced with the following: “Intentionally omitted.” Section 1.12 of the Agreement is hereby deleted in its entirety and replaced as set forth in paragraph 4 below.

3.    Settlement Consideration. Section 1.9 of the Agreement is hereby amended to include subparagraphs (j), (k) and (l) as additional Merger Consideration, as follows:

(j) an aggregate amount in cash equal to the Additional Cash Consideration, plus

(k) an aggregate principal amount of $4,000,000 plus payment of interest evidenced by the Additional Promissory Note; plus

(l) the Warrants.

4.    Delivery of Settlement Consideration. Section 1.12 of the Agreement is hereby amended and replaced with the following:

Those Persons that disposed of their beneficial ownership in the Stock Consideration on or prior to February 17, 2025 are Ineligible Stockholders and are not entitled to receive any of the Settlement Consideration. Subject to the foregoing, and as set forth in Sections 1.9(j)‐–(l), Parent agrees as follows: (i) on March 17, 2025, Parent will wire to the Exchange Agent, for the ratable benefit of each Eligible Stockholder, the Additional Cash Consideration, (ii) on March 14, 2025, Parent will execute and deliver to Stockholders’ Representative, for the ratable benefit of each Eligible Stockholder, the Additional Promissory Note, and (iii) no later than March 21, 2025, or five business days after the date upon which each Eligible Stockholder satisfies any preconditions to their receipt of such Merger Consideration, Parent will issue to each Eligible Stockholder the Warrants to which they are entitled. Each of the foregoing shall occur in accordance with the terms and subject to the conditions of this Agreement. A schedule of the Settlement Consideration to which the Eligible Stockholders are entitled, subject to the conditions contained in the Agreement, is attached as Schedule 1 (the “Settlement Consideration Schedule”). Parent and the Surviving Corporation are entitled to rely on the Settlement Consideration Schedule pursuant to Section 11.2(b) of the Agreement.

5.    Exhibits. Exhibits H and I of this Amendment are hereby added to the Agreement as Exhibits H and I thereto, respectively.

6.    Releases.

(a)    Release by the Stockholders’ Representative.  Upon execution of this Amendment, the Stockholders’ Representative, for itself and on behalf of all Stockholders and their respective agents, representatives, successors, assigns, and insurers forever releases, waives, acquits, discharges and holds harmless the Parent Indemnified Persons, and their respective agents, attorneys, representatives, officers, employees, directors, direct or indirect parent companies, subsidiaries, affiliated companies, shareholders, members, direct or indirect equity holders, direct or indirect investors, direct or indirect lenders, direct or indirect noteholders, successors, assigns, and insurers (collectively, the “Released Parent Indemnified Persons”) from any and all claims, demands, judgments, liens, costs, fees, damages, attorneys’ fees, expenses, Losses and causes of action, whether in law or in equity, against the Released Parent Indemnified Persons, whether known or unknown, liquidated or unliquidated, fixed or contingent, currently existing or existing in future, or arising from or out of, any obligation to pay, the Guaranteed Consideration.

(b)    Release by the Parent Indemnified Persons.  Upon execution of this Amendment, the Parent Indemnified Persons forever release, waive, acquit, discharge and hold harmless the Stockholder Indemnified Persons and their respective agents, attorneys, representatives, officers, employees, directors, direct or indirect parent companies, subsidiaries, affiliated companies, shareholders, members, direct or indirect equity holders, direct or indirect investors, direct or indirect lenders, direct or indirect noteholders, successors, assigns, and insurers (the “Released Stockholder Parties”) from any and all claims, demands, judgments, liens, costs, fees, damages, attorneys’ fees, expenses, Losses and causes of action, whether in law or in equity, against the Released Stockholder Parties, whether known or unknown, liquidated or unliquidated, fixed or contingent, currently existing or existing in future, or arising from or out of, any obligation to pay, the Guaranteed Consideration.

7.    Representations and Warranties. Each of the parties represents and warrants that (a) it has all requisite power and authority to execute and deliver this Amendment, (b) the execution and delivery by such party of this Amendment has been duly and properly authorized, and (c) this Amendment constitutes the legal, valid and binding obligations of such party, and is enforceable against such party in accordance with its terms, except as limited by the Enforceability Exceptions.

8.    No Other Modification. Except as expressly set forth herein, the Agreement shall remain in full force and effect and shall not be modified except as set forth in this Amendment. Other than as set forth in the Agreement and this Amendment (including the attached Exhibits), there are no other agreements between the parties relating to the subject matter of this Amendment, whether oral or in writing.

9.    Governing Law. This Amendment, the rights of the parties and all Actions arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule of the State of Delaware or of any other jurisdiction that would cause the application of the laws of any other jurisdiction other than Delaware.

10.    Counterparts; Execution. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Amendment will become effective when duly executed by each party hereto. Facsimile or other electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals and shall constitute valid execution and acceptance of this Amendment by the signing/transmitting party.

Signature Page follows

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Amendment as of the date first set forth above.

EXHIBIT H

FORM OF ADDITIONAL PROMISSORY NOTE

See attached.

CREATIVE REALITIES, INC.

PROMISSORY NOTE

FOR VALUE RECEIVED, the receipt of which is hereby acknowledged CREATIVE REALITIES, INC., a Minnesota corporation (“CRI”), and Reflect Systems, Inc., a Delaware corporation (“RSI” and together with CRI, each a “Borrower” and collectively, the “Borrowers”), hereby, jointly and severally, promise to pay to the order of RSI EXIT CORPORATION, a Texas corporation, in its capacity as the representative of the Eligible Stockholders (the “Stockholders’ Representative”), the principal amount of FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00), plus interest thereon, under the terms set forth herein. This Note is issued pursuant to the terms of the Agreement and Plan of Merger (as amended, the “Agreement”) among CRI, RSI and the Stockholders’ Representative dated November 12, 2021; capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement.

1.    Interest. The outstanding principal balance of this Promissory Note (this “Note”) outstanding from time to time shall bear interest from the date hereof at the rate of fourteen percent (14%) per annum (the “Interest Rate”), and such accrued but unpaid interest shall be payable monthly in arrears in accordance with the Amortization Schedule attached hereto and made apart hereof; provided that during the continuance of an Event of Default or any non-payment of the scheduled payment under this Note as the result of the terms of the Subordination Agreement (as described in Section 3), outstanding principal balance of this Note shall bear interest from the date hereof at a rate equal to the Interest Rate plus 3% per annum (the (“Default Rate”). All interest shall be computed on the basis of the actual number of days elapsed in a year of 365 days. In no event shall interest payable by Borrowers to the Stockholders’ Representative hereunder exceed the maximum rate permitted under applicable law, and if any such provision of this Note is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law. All interest accrued in excess of the Interest Rate shall be payable on the maturity or acceleration of the Note.

2.    Payments and Prepayments.

(a)              Borrowers shall, jointly and severally, make payment of the amounts evidenced by this Note in accordance with the Amortization Schedule attached hereto and made apart hereof. Any remaining or unpaid principal and interest shall be due and payable on September 14, 2027 (the “Maturity Date”).

(b)              The principal balance of this Note (together with accrued but unpaid interest on such principal amount) may be prepaid in whole at any time or in part from time to time on or before the Maturity Date. Any such prepayment of principal shall be accompanied by the applicable Make-Whole Payment. As used in this Note,

“Make-Whole Payment” means an amount equal to the value as of the Prepayment Date of the Calculated Payments.  The calculation of the Make-Whole Payment shall be made by the Borrowers and shall, absent manifest error, be final, conclusive and binding upon the parties.

“Prepayment Date” means the date on which the applicable prepayment is made.

“Calculated Payments” means the aggregate monthly payments of interest that would be due after the Prepayment Date through the Maturity Date on the principal amount of the Note being prepaid on the Prepayment Date, assuming an interest rate per annum in the percentage, if any, by which the Interest Rate exceeds the Yield Maintenance Treasury Rate.

“Yield Maintenance Treasury Rate” means the rate published as “Treasury Constant Maturities” as of 5:00 p.m., New York time, for the date a prepayment subject to a Make-Whole Premium is made, as shown at https://www.federalreserve.gov/releases/h15/ (or any successor publication) published by the Board of Governors of the Federal Reserve System, for 1-year obligations.

“Change of Control” means any one of the following: (a) an acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, of 50% or more of either: (1) the then-outstanding common stock of CRI (the “Stock”); or (2) the combined voting power of CRI’s outstanding voting securities, immediately after such acquisition, entitled to vote generally in the election of directors; (b) approval by the shareholders of CRI of a reorganization, merger, consolidation, liquidation, dissolution, sale or statutory exchange of Stock which changes the beneficial ownership of Stock and other securities so that after the immediately previous owners of 50% of the Stock and other voting securities do not own 50% of the Stock and other voting securities either legally or beneficially; (c) the sale, transfer or other disposition of all or substantially all of CRI’s assets in a transaction with a third party; or (d) a merger of CRI with another entity after which the pre-merger shareholders of CRI own less than 50% of the issued and outstanding voting securities of the surviving corporation.

(c)              Any and all amounts payable by Borrowers under this Note shall be made to Computershare Trust Company, N.A. and Computershare Inc. (collectively, the “Agent”) for distribution pursuant to the terms of, and subject to the condition set forth in, that certain Exchange Agent Agreement dated February 17, 2022 by and between CRI and the Agent.

3.    Subordination. This Note is subject to a Subordination Agreement dated of even date herewith between the First Merchants Bank, an Indiana bank (“Senior Lender”), and Stockholders’ Representative, as the same may be amended, restated, supplemented or otherwise modified from time to time.

4.    Unsecured Obligations. This Note is unsecured in all respects.

5.    Representations and Warranties. CRI is duly formed and validly existing and in good standing under the laws of the State of Minnesota, with the power and authority to own its properties and conduct its business as now conducted and proposed to be conducted. RSI is duly formed and validly existing and in good standing under the laws of the State of Delaware, with the power and authority to own its properties and conduct its business as now conducted and proposed to be conducted. Each Borrower has the full legal power, right and authority to enter into this Note. This Note has been duly executed and delivered by the Borrowers and constitutes the valid and binding obligations of the Borrowers, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

6.    Event of Default. Any of the following shall constitute an “Event of Default”:

(i)                           A default in the payment in full of any amounts due and owing under this Note on or prior to the due date therefor as specified in Section 1 above, subject to Borrower’s ability cure such default within ten (10) days of such due date;

(ii)                           If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), the Borrower shall (A) commence a voluntary case or proceeding; (B) consent to the entry of an order for relief against it in an involuntary case; (C) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; or (D) make an assignment for the benefit of its creditors;

(iii)                          If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against either Borrower in an involuntary case, (B) appoints a trustee, receiver, assignee, liquidator or similar official for either Borrower or substantially all of either Borrower’s properties, or (C) orders the liquidation of either Borrower, and in each case the order or decree is not dismissed within ninety (90) days; or

(iv)                           The occurrence of a Change of Control.

Upon the occurrence of an Event of Default, then the Stockholders’ Representative may by notice in writing to the Borrowers, declare this Note to be forthwith due and payable and thereupon this Note will be and become due and payable, together with interest accrued thereon (provided that if an Event of Default results from the filing of a voluntary or involuntary petition in any bankruptcy proceeding in which any Borrower is the debtor, the Note thereupon will immediately become due and payable, with interest accrued thereon, without any notice from the Stockholders’ Representative of the Note or otherwise), and may take any action or proceeding at law for the protection of the collective interest of the Stockholders’ Representative of the Note to collect and enforce payment, and the Borrowers will pay all expenses, court costs and reasonable attorneys’ fees incurred in connection with or arising out of any default hereunder. The Borrowers shall be responsible for the Stockholders’ Representative’s costs reasonably incurred in the collection of amounts owing under this Note (as set forth in Section 8(g) below), and if any such costs are incurred, then amounts received from Borrowers under this Note shall first be applied to costs of collection, then to the principal balance under this Note.

7.    Notices. All notices under this Note must be in writing and will be deemed to have been duly given when delivered in accordance with Section 11.1 of that certain Agreement and Plan of Merger, dated as of November 12, 2021, as amended, by and among Borrowers, Stockholders’ Representative, and CRI Acquisition Corporation, a Delaware corporation.

8.    General Provisions.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be executed and delivered by its duly authorized representative as of the date indicated above.

Acknowledged and Agreed:

AMORTIZATION SCHEDULE

EXHIBIT I

FORM OF WARRANT

See attached.

Exhibit 4.1

COMMON STOCK PURCHASE WARRANT

CREATIVE REALITIES, INC.

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] 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 the date hereof (the “Issuance Date”) and on or prior to 5:00 p.m. (Eastern Time) on March [●], 2031 (the “Termination Date”), 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(b).

This Warrant is one of a series of similar common stock purchase warrants to purchase up to a total of 777,800 shares of Common Stock being issued pursuant to that certain Settlement Agreement and Fifth Amendment to Agreement and Plan of Merger dated as of March 14, 2025, by and among the Company, Reflect Systems, Inc., a Delaware corporation, and RSI Exit Corporation, a Texas corporation, the issuance of which is being registered pursuant to the Registration Statement (as defined below) (such common stock purchase warrants are collectively referred to herein as the “Warrants”).

Section 1.    Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (Eastern Time) to 4:02 p.m. (Eastern Time)), (b)  if the Common Stock is not then listed or quoted on a Trading Market but is then listed or quoted for trading on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Common Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Registration Statement” means the Company’s Registration Statement on Form S-3, as amended (File No. 333-272202), including the prospectus supplement dated March 14, 2025 included therein and forming a part thereof.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally chartered trust company, which serve as the current transfer agent of the Company, with a mailing address of 150 Royall Street, Canton, Massachusetts 02021, and any successor transfer agent of the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (Eastern time) to 4:00 p.m. (Eastern time)), (b) if the Common Stock is not then listed or quoted on a Trading Market but is then listed or quoted for trading on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted on a Trading Market and is not then listed or quoted for trading on OTCQB or OTCQX, and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent Bid Price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.

Section 2.    Exercise.

(a)    Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice.

The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b)    Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $3.25, subject to adjustment hereunder (the “Exercise Price”). 

(c)    Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) *(X)] by (A), where:

(A) =  the trailing VWAP for the five Trading Days immediately prior to the date on which Notice of Exercise is executed and delivered pursuant to Section 2(a) hereof;

(B) =  the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =  the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant, if such exercise were by means of a cash exercise rather than a cashless exercise. 

(d)    Mechanics of Exercise.

(i)    Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s account balance with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement registering the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and the Holder’s holding period under Rule 144 promulgated under the Securities Act is sufficient to permit resale of the Warrant Shares without restriction under such Rule (including without limitation volume or manner of sale restrictions and with regard to compliance with current public information requirements); and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, 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 Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

(ii)    Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, and notwithstanding Section 2(a), the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii)    Rescission Rights. If the Company fails to cause its Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise, in addition to being entitled to exercise all other rights granted by law.

(iv)    No Fractional Shares or Scrip. Warrants may be exercised only in whole numbers of Warrant Shares. No fractional Warrant Shares are to be issued upon the exercise of the Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

(v)    Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vi)    Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3.    Certain Adjustments.

(a)    Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)    Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (other than for the purpose of changing the Company’s name and/or the jurisdiction of incorporation of the Company or a holding company for the Company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization 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 the shares of Common Stock covered by Section 3(a) above) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock, capital stock, or other equity interests (as applicable) of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. 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. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(b).

(c)    Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(d)    Notice to Holder; Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly (but in no event more than three (3) Business Days) deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

Section 4.    Transfer of Warrant.

(a)    Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers the Assignment Form attached hereto to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. A party requesting transfer of Warrants must provide any evidence of authority that may be reasonably required by the Company, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (or successor organization).

(b)    New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial Issuance Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c)    Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 5.    Registration Statement.

The Company agrees to use commercially reasonable efforts to maintain the effectiveness of the Registration Statement until the Warrant Shares have been issued or can be resold without restriction under Rule 144.

Section 6.    Miscellaneous.

(a)    No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

(b)    Loss, Theft, Destruction, or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it that any Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity (including obtaining an open penalty bond protecting the Company) or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

(c)    Saturdays, Sundays, Holidays, etc. If the last day for taking any action or exercising any right granted herein falls on a non-Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

(d)    Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e)    Governing Law. All questions concerning the construction, validity, enforcement, and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

(f)    Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if the issuance of such Warrant Shares is not registered, will have restrictions upon resale imposed by state and federal securities laws, if any.

(g)   Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of either party hereto shall operate as a waiver of such right or otherwise prejudice such party’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company fails to comply with any provision of this Warrant, which results in any damage to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h)    Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally or sent by a nationally recognized overnight courier service, addressed to the Company, at 13100 Magisterial Drive, Suite 100, Louisville, KY 40223, Attention: Chief Executive Officer, or if consented to by the Company, by facsimile or e-mail to a facsimile number or email address provided by the Company for such purpose, or to any such address the Company may specify for such purposes by notice to the Holder. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to the Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (Eastern time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

(i)    Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(j)    Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(k)    Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall be binding upon and benefit the successors and permitted assigns of the Company and the successors, heirs, estates, personal representatives, beneficiaries and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder.

(l)    Amendment and Waiver. Except as otherwise provided herein, this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.

(m)    Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n)    Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first set forth above.

NOTICE OF EXERCISE

TO:

Creative Realities, Inc.

13100 Magisterial Drive, Suite 100

Louisville, KY

Attn: Chief Financial Officer

1.    The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the aggregate Exercise Price as set forth in subsection 2(b) in full, together with all applicable transfer taxes, if any. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the foregoing Warrant.

2.    Payment shall take the form of (check applicable box):

[  ] lawful money of the United States (cash exercise).

[  ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise the foregoing Warrant with respect to the number of Warrant Shares set forth above pursuant to the cashless exercise procedure set forth in subsection 2(c) of the foregoing Warrant.

3.    Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

[SIGNATURE OF HOLDER]

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

EXHIBIT B

Subordination Agreement

See attached.

SUBORDINATION AGREEMENT

This Subordination Agreement (this “Agreement”) is made and entered into effective as of March 14, 2025, by and among Creative Realities, Inc., a Minnesota corporation (“CRI”), and Reflect Systems, Inc., a Delaware corporation (“RSI” and together with CRI, each a “Borrower” and collectively, the “Borrowers”), each with address of 13100 Magisterial Drive, Suite 100, Louisville, Kentucky 40223 (the “Borrower”), First Merchants Bank, an Indiana bank, with address of 8711 River Crossing Blvd., Indianapolis, Indiana 46240 (the “Senior Creditor”), and RSI Exit Corporation, a Texas corporation with an address of 1413 Teaberry Court, Plano, Texas 75093, Attention: William E. Warren (the “Subordinated Creditor”). All capitalized terms used herein but not otherwise defined herein shall be given the same meaning assigned to such terms in the Senior Loan Agreement (as defined below).

BACKGROUND

Borrowers along with certain of its affiliates (collectively, the “CRI Borrowers”) has obtained a loan from Senior Creditor in the face principal amount of Twenty-Seven Million One Hundred Thousand and No/100 Dollars ($27,100,000.00), pursuant to the terms of that certain Credit Agreement, dated effective as of May 23, 2024, by and among Senior Creditor and CRI Borrowers (as amended and/or modified from time to time, the “Senior Loan Agreement”), and as evidenced by the Note (as amended and/or modified from time to time, collectively, the “Senior Note”). The payment and performance of all of Borrowers’ obligations to Senior Creditor, including, without limitation, indebtedness arising under the Senior Loan Agreement and the Senior Note, is secured by the Collateral and as more particularly described in the Security Documents (collectively, the “Senior Security Documents”). The Senior Loan Agreement, the Senior Note, the Senior Security Documents and the other Loan Documents (as defined in the Senior Loan Agreement), and any other documents, agreements, instruments and certificates given by Borrowers to Senior Creditor in connection with the transactions contemplated thereunder or collateral to the Senior Note, including any renewals, amendments or restatements thereof, are hereinafter referred to as the “Senior Loan Documents”.

Borrowers are currently indebted to Subordinated Creditor in the amount of Four Million and No/100 Dollars ($4,000,000.00) pursuant to that certain Promissory Note, dated March 14, 2025, in the principal amount of Four Million and No/100 Dollars ($4,000,000.00) made by Borrowers in favor of Subordinated Creditor (the “Subordinated Note”).

It is a condition precedent to Senior Creditor continuing to extend the loan evidenced by the Senior Note and consenting to the issuance of the Subordinated Note that Subordinated Creditor enter into this Agreement.

NOW, THEREFORE, to induce Senior Creditor to continue to extend the loan evidenced by the Senior Note and consent to the issuance of the Subordinated Note, and to induce Senior Creditor from time to time, to make or agree to make loans, advances or other financial accommodations (including, without limitation, renewals or extensions of any loans or advances hereafter made) to Borrowers, and for other valuable consideration, receipt of which is hereby acknowledged, Subordinated Creditor, intending to be legally bound hereby, agrees as follows:

1.    All obligations of Borrowers, howsoever created, arising or evidenced, whether as principal obligor, guarantor, surety, accommodation party, or otherwise, direct or indirect, absolute or contingent or now or hereafter existing or due or to become due are hereinafter called “Liabilities”. All Liabilities to Senior Creditor, including, without limitation, those Liabilities arising pursuant to (a) the Senior Loan Agreement, (b) the Senior Note, and (c) the other Senior Loan Documents, are hereinafter called “Senior Liabilities”; and all Liabilities to Subordinated Creditor arising under or pursuant to the Subordinated Note are hereinafter called “Junior Liabilities”; it being expressly understood and agreed that the term “Senior Liabilities”, as used herein, shall include, without limitation, any and all interest accruing on any of the Senior Liabilities after the commencement of any proceedings referred to in Section 3, notwithstanding any provision or rule of law which might restrict the rights of Senior Creditor, as against Borrowers or anyone else, to collect such interest.

2.    (a)    So long as no Event of Default exists under the Senior Loan Documents, Borrowers may make regularly scheduled payments due to Subordinated Creditor in accordance with the Subordinated Note. Except as expressly provided for in this Agreement or as Senior Creditor may hereafter otherwise expressly consent in writing, the payment of all Junior Liabilities shall be absolutely and unconditionally postponed and subordinated to the indefeasible payment in full of all Senior Liabilities, and no payments or other distributions whatsoever in respect of any Junior Liabilities shall be made, directly or indirectly, nor shall any property or assets of Borrowers be applied to the purchase or other acquisition or retirement of any Junior Liabilities.

(b)    Notwithstanding the date, manner or order of creation, attachment or perfection of those security interests, liens, mortgages, and other encumbrances in favor of Subordinated Creditor now or hereafter existing in the Collateral, and notwithstanding any provisions of the Uniform Commercial Code of the State of Indiana or other applicable law or of any agreement(s) granting such security interests, liens, mortgages, deeds of trust and other encumbrances to Subordinated Creditor and Senior Creditor, the security interests, liens, mortgages, and other encumbrances held by Subordinated Creditor in the Collateral, if any, shall be, in all respects, and at all times, unconditionally subject to and subordinate to the security interests, liens, mortgages, deeds of trust and other encumbrances of Senior Creditor in the Collateral, to the full extent of the Senior Liabilities secured thereby.

3.    In the event of any dissolution, winding up, liquidation, readjustment, reorganization or other similar proceedings relating to a Borrower or to its creditors, as such, or to its property (whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency, or receivership, or upon an assignment for the benefit of creditors, or any other marshalling of the assets and liabilities of a Borrower, or any sale of all or substantially all of the assets of a Borrower, or otherwise), the Senior Liabilities shall first be fully and indefeasibly paid, satisfied and discharged before Subordinated Creditor shall be entitled to receive and to retain any payment or distribution in respect of the Junior Liabilities, and, in order to implement the foregoing (a) all payments and distributions of any kind or character in respect of the Junior Liabilities to which Subordinated Creditor would be entitled if the Junior Liabilities were not subordinated, until the Senior Liabilities are fully and indefeasibly paid, satisfied and discharged, pursuant to this Agreement shall be made directly to Senior Creditor, (b) Subordinated Creditor shall promptly file a claim or claims, in the form required in such proceedings, for the full outstanding amount of the Junior Liabilities, and shall cause said claim or claims to be approved and all payments and other distributions in respect thereof to be made directly to Senior Creditor until the Senior Liabilities are fully and indefeasibly paid, satisfied and discharged, and (c) Subordinated Creditor hereby irrevocably agrees that Senior Creditor may, at its sole discretion, in the name of Subordinated Creditor or otherwise, demand, sue for, collect and receive any and all such payments or distributions until the Senior Liabilities are fully and indefeasibly paid, satisfied and discharged.

4.    Notwithstanding anything herein to the contrary, Subordinated Creditor will forbear from taking any action against (a) Borrowers or (b) the Collateral, until such time as the Senior Liabilities have been fully and indefeasibly paid, satisfied and discharged; provided that the foregoing restriction shall not prevent or restrict (i) the accrual of interest at the Default Rate as provided in the Subordinated Note, (ii) the acceleration of the obligations under the Subordinated Note upon an event of default thereunder, or (iii) the filing of any lawsuit upon a failure to pay the Subordinated Note if necessary to prevent the expiration of any applicable statute of limitation for the collection of the Subordinated Note. Subordinated Creditor agrees to satisfy, release or otherwise terminate its security interests and liens upon the Collateral (excluding its rights if any, to the proceeds thereof), which Collateral may be sold or otherwise disposed of either by Senior Creditor or its agents, or by Borrowers with Senior Creditor’s consent, whether in the ordinary course of business or after the declaration of an Event of Default, promptly upon Senior Creditor’s request, and to promptly deliver Uniform Commercial Code financing statements or termination statements and such other documents as Senior Creditor may reasonably require in connection therewith. Without limitation of the foregoing, while any of the Senior Liabilities are outstanding, Subordinated Creditor shall not:

(a)    take possession of the Collateral or exercise any similar self-help remedies with respect thereto;

(b)    assert any rights or exercise any remedies of any kind whatsoever with respect to any portion of the Collateral;

(c)    challenge in any manner, whether by legal proceedings or otherwise, the priority of the lien of or the validity of any of the Senior Loan Documents;

(d)    institute any legal proceedings of any kind whatsoever against a Borrower’s interest in the Collateral arising in any manner out of the Junior Liabilities including, without limitation, an action in mortgage foreclosure and/or under power of sale;

(e)    assert any rights or exercise any remedies of any kind whatsoever with respect to any portion of the Collateral;

(f)    institute an action of receivership, insolvency, liquidation or similar action with respect to the Collateral;

(g)    answer, object to or file any responsive pleading to any action of mortgage foreclosure and/or under power of sale, or other remedial action instituted by Senior Creditor, nor take any action to stay or otherwise delay or hinder such action by Senior Creditor;

(h)    exercise any right to require any assets to be marshaled or to require that Senior Creditor proceed against any collateral securing, or party liable for, all or any part of the Senior Liabilities prior to any other collateral or party; or

(i)    exercise any other similar rights available to Subordinated Creditor under the Subordinated Note which would affect Senior Creditor’s rights and interests in and to any of the Collateral.

5.    In the event that Subordinated Creditor receives any payment or other distribution of any kind or character from a Borrower or from any other source whatsoever in respect of any of the Junior Liabilities, other than as expressly permitted by the terms of this Agreement, such payment or other distribution shall be received in trust for Senior Creditor and promptly turned over by Subordinated Creditor to Senior Creditor, together with all necessary and appropriate endorsements thereto. Subordinated Creditor and Borrowers will mark their respective books and records so as to clearly indicate that the Junior Liabilities are subordinated in accordance with the terms of this Agreement, and will cause to be clearly inserted in any promissory note or other instrument which at any time evidences any of the Junior Liabilities a statement to the effect that the payment thereof is subordinated in accordance with the terms of this Agreement. Subordinated Creditor will execute such further documents or instruments and take such further action as Senior Creditor may reasonably from time-to-time request in order to carry out the intent of this Agreement.

6.    All payments and distributions received by Senior Creditor in respect of the Junior Liabilities, to the extent received in or converted into cash, may be applied by Senior Creditor first to the payment of any and all expenses (including attorneys’ fees and legal expenses) paid or incurred by Senior Creditor in enforcing this Agreement or in endeavoring to collect or realize upon any of the Junior Liabilities or any security therefor, and any balance thereof shall, solely as between the undersigned and Senior Creditor, be applied by Senior Creditor, in such order of application as Senior Creditor may from time-to-time select, toward the payment of the Senior Liabilities remaining unpaid; but, as between each Borrower and its creditors, no such payments or distributions of any kind or character shall be deemed to be payments or distributions in respect of the Senior Liabilities; and, notwithstanding any such payments or distributions received by Senior Creditor in respect of the Junior Liabilities and so applied by Senior Creditor toward the payment of the Senior Liabilities, Subordinated Creditor shall be subrogated to the then existing rights of Senior Creditor, if any, in respect of the Senior Liabilities only at such time as this Agreement shall have been discontinued and Senior Creditor shall have received payment of the full amount of the Senior Liabilities, as provided for in Section 9.

7.    Subordinated Creditor hereby waives (a) notice of acceptance by Senior Creditor of this Agreement; (b) notice of the existence or creation of all or any of the Senior Liabilities; and (c) all diligence in collection or protection of or realization upon any of the Senior Liabilities or any security therefor.

8.    Subordinated Creditor will not, without the prior written consent of Senior Creditor (a) take any additional collateral security for any Junior Liabilities or (b) amend, replace, supplement or extend the terms of the Subordinated Note if the effect thereof is to change the amount of the Junior Liabilities, change the payment terms of the Subordinated Note or make such other change which is inconsistent with the terms of this Agreement.

9.    This Agreement shall in all respects be a continuing agreement and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of Subordinated Creditor) until the indefeasible payment, satisfaction and discharge in full of the Senior Note and the other Senior Loan Documents, at which time this Agreement shall terminate.

10.    Senior Creditor may, from time to time, whether before or after any discontinuance of this Agreement, at its sole discretion and without notice to Subordinated Creditor, take any or all of the following actions, without affecting the relative priority of the security interests, mortgages, deeds of trust and liens held by Senior Creditor and without incurring responsibility or liability to Subordinated Creditor or affecting the subordination of the Junior Liabilities or the obligations of Subordinated Creditor as provided in this Agreement and without otherwise affecting their rights hereunder: (a) retain or obtain a security interest, deed of trust and/or mortgage in any collateral to secure any of the Senior Liabilities, (b) retain or obtain the primary or secondary obligation of any other obligor or obligors with respect to any of the Senior Liabilities, (c) amend, modify, restate or supplement the Senior Loan Agreement, the Senior Note, the other Senior Loan Documents and any document collateral thereto, including, without limitation, an increase in the amount of the Senior Liabilities or the loan evidenced by the Senior Note, a change in any interest rate and/or an extension of the term of such loan, (d) alter or exchange any of the Senior Liabilities, or release or compromise any obligation of any nature of any obligor with respect to any of the Senior Liabilities, (e) take such actions as it shall deem necessary or desirable to protect its rights in any security interest, mortgage or in any collateral securing any of the Senior Liabilities, including, without limitation, the making of additional advances under the Senior Note, the other Senior Loan Documents or other documents relating thereto, (f) grant any extension or indulgence with respect to the payment or performance of the Senior Liabilities, (g) enter into any agreement of forbearance with respect to the Senior Liabilities or any part thereof, (h) release, surrender, exchange or compromise any Collateral or other security or collateral held for the Senior Liabilities or any part thereof or for any obligations thereunder, (i) release any Person who is a guarantor or surety of all or any part of the Senior Liabilities or amend any guaranty agreement delivered by any such Person and (j) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of the Collateral or any collateral securing the Senior Liabilities, or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to the Collateral or any other collateral securing the Senior Liabilities.

11.    Senior Creditor may, from time to time, whether before or after any discontinuance of this Agreement, without notice to Subordinated Creditor, assign or transfer any or all of the Senior Liabilities or any interest therein; and, notwithstanding any such assignment or transfer thereof, such Senior Liabilities shall be and remain Senior Liabilities for the purposes of this Agreement, and every immediate and successive assignee or transferee of any of the Senior Liabilities or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Senior Liabilities, be entitled to the benefits of this Agreement to the same extent as if such assignee or transferee were Senior Creditor; provided, however, that, unless Senior Creditor shall otherwise consent in writing, Senior Creditor shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Agreement, for the benefit of Senior Creditor, as to those of the Senior Liabilities which Senior Creditor has not assigned or transferred. Furthermore, in the event the Senior Liabilities are satisfied or are proposed to be satisfied with loan proceeds from another lender other than in connection with a transaction resulting in a Change of Control, Subordinated Creditor agrees to promptly execute a Subordination Agreement in favor of the new lender in form and substance substantially similar to this Agreement. For purposes of this Agreement, “Change of Control” shall mean any one of the following: (a) an acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, of 50% or more of either: (1) the then-outstanding common stock of CRI (the “Stock”); or (2) the combined voting power of CRI's outstanding voting securities, immediately after such acquisition, entitled to vote generally in the election of directors; (b) approval by the shareholders of CRI of a reorganization, merger, consolidation, liquidation, dissolution, sale or statutory exchange of Stock which changes the beneficial ownership of Stock and other securities so that after the immediately previous owners of 50% of the Stock and other voting securities do not own 50% of the Stock and other voting securities either legally or beneficially; (c) the sale, transfer or other disposition of all or substantially all of CRI’s assets in a transaction with a third party; or (d) a merger of CRI with another entity after which the pre-merger shareholders of CRI own less than 50% of the issued and outstanding voting securities of the surviving corporation.

12.    Senior Creditor shall not be prejudiced in its right under this Agreement by any act or failure to act of a Borrower or Subordinated Creditor, or any noncompliance of a Borrower or Subordinated Creditor with any agreement or obligation, regardless of any knowledge thereof which Senior Creditor may have or with which Senior Creditor may be charged; and no action of Senior Creditor permitted hereunder shall in any way affect or impair the rights of Senior Creditor and the obligations of Subordinated Creditor under this Agreement.

13.    No delay on the part of Senior Creditor in the exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Agreement be binding upon Senior Creditor except as expressly set forth in a writing duly signed and delivered on behalf of Senior Creditor. For the purposes of this Agreement, Senior Liabilities shall include all obligations of a Borrower to Senior Creditor, notwithstanding any right or power of a Borrower or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the agreements and obligations of Subordinated Creditor hereunder.

14.    Subordinated Creditor agrees that Senior Creditor shall be entitled to manage and supervise the Senior Liabilities in accordance with applicable law and its usual practices, modified from time to time as it deems appropriate, without regard to the existence of any rights that Subordinated Creditor may now or hereafter have, and that Senior Creditor shall have no liability to Subordinated Creditor for, and Subordinated Creditor waives any claim which Subordinated Creditor may now or hereafter have against Senior Creditor arising out of (a) any action taken, waiver granted or forbearance taken by Senior Creditor as set forth in Section 10 above, (b) any and all actions which Senior Creditor takes or omits to take (including, without limitation, actions with respect to the creation, perfection, or continuation of liens or security interests in the Collateral or any additional collateral to secure the Senior Liabilities, actions with respect to the occurrence of an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon the Collateral or any other collateral securing the Senior Liabilities and actions with respect to the collection of any claim for all or any part of the Senior Liabilities from a Borrower, any guarantor or any other party) with respect to the Senior Note or any other agreement related thereto or to the collection of the Senior Liabilities or the valuation, use, protection, or release of the Collateral or any other collateral securing the Senior Liabilities, (c) Senior Creditor’s election, in any proceeding instituted under Chapter 11 of the United States Bankruptcy Code of the application of Section 1111 (b)(ii) of the Bankruptcy Code, and/or (d) any borrowing of, or grant of a security interest under Section 364 of the Bankruptcy Code to a Borrower as debtor in possession or any use of cash collateral under Section 363 of the Bankruptcy Code by a Borrower as debtor in possession.

15.    Subordinated Creditor shall not have any right to participate in the adjustment of any proceeds of insurance payable as the result of any casualty to the Collateral, nor to any condemnation proceeds or payments in lieu thereof, nor to participate in any manner whatsoever in activities relating to restoration or reconstruction until the Senior Liabilities are satisfied in full and all of the related agreements, documents and instruments to the Senior Note placed of record are satisfied or discharged. Senior Creditor shall have the right to receive, administer and apply all such proceeds as set forth in the Senior Note. Subordinated Creditor hereby assigns and releases to Senior Creditor all of its right, title, interest in, or claim to (a) proceeds of all policies of insurance covering the Collateral, and (b) all awards or other compensation payable as the result of a taking or threatened taking of all or any part of the Collateral, which sums may be applied in the sole and absolute discretion of Senior Creditor pursuant to the Senior Note. Notwithstanding the foregoing, however, in the event that all Senior Liabilities shall have been fully and indefeasibly paid, satisfied and discharged, Senior Creditor shall release any claim to the balance of any insurance or condemnation proceeds which may be in its possession.

16.    Subordinated Creditor, Senior Creditor and Borrowers shall execute, acknowledge and deliver, at any time or from time to time, any and all further documents, instruments or assurances in recordable form, including UCC-3s, as may be reasonably required for carrying out the purpose and intent of this Agreement.

17.    Subordinated Creditor agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any marshaling, appraisal, valuation or other similar right that may otherwise be available under applicable law or any other similar rights a subordinated creditor may have under applicable law.

18.    The provisions of this Agreement are solely for the purposes of defining the relative rights of the holder of Junior Liabilities and the holders of Senior Liabilities. Nothing contained in this Agreement is intended to or shall impair, as between a Borrower and the holder of the Junior Liabilities, the obligation of a Borrower to pay the Junior Liabilities as and when the same shall become due and payable in accordance with their terms, nor shall anything herein prevent the holder of the Junior Liabilities from exercising all remedies otherwise permitted by applicable law or under or with respect to the Junior Liabilities upon default, subject to the restrictions set forth in this Agreement and the rights, if any, under this Agreement of the holders of Senior Liabilities in respect of cash, property, or securities of a Borrower received upon the exercise of any such remedy.

19.    This Agreement shall be binding upon Subordinated Creditor and upon its successors and assigns and shall benefit Senior Creditor and its successors and assigns. None of the Junior Liabilities or collateral held by Subordinated Creditor pursuant to this Agreement or the Subordinated Note may be assigned or transferred by Subordinated Creditor unless Subordinated Creditor has first supplied to the assignee a copy of this Agreement and has received from the assignee and delivered to Senior Creditor a written acknowledgement by such assignee of receipt of a copy of this Agreement, accompanied by a consent by such assignee to be bound by the terms of this Agreement.

Subordinated Creditor further acknowledges that this Agreement will inure to the benefit of any third person who refinances or succeeds to or replaces any or all of the Senior Liabilities, whether such successor financing or replacement occurs by transfer, assignment or repayment without the necessity of any further writing; provided, however, Subordinated Creditor agrees, upon the request of such third person, to execute and deliver an agreement with such person containing terms substantially identical to those contained herein (subject to changing names of parties, documents and addresses, as appropriate).

20.    This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana (without regard to its conflicts of laws principles). Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be enjoined by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

21.    Subordinated Creditor will give Senior Creditor (at the address listed above) written notice of any default by Borrowers under the Subordinated Note contemporaneously with the giving of such notice to Borrowers.

22.    Borrowers agree to pay all of Senior Creditor’s reasonable costs and expenses, including reasonable attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, including all such reasonable costs and expenses which may be incurred by Senior Creditor in any legal action, reference, mediation or arbitration proceeding.

23.    This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or other electronic means (including .pdf format) shall be effective as delivery of a manually executed counterpart of this Agreement, and any party delivering such an executed counterpart of the signature page to this Agreement by facsimile or other electronic means (including .pdf format) to any other party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.

24.    IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING HEREUNDER OR IN CONNECTION WITH THE SENIOR LIABILITIES, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

25.    The parties agree that the sole proper venue for the determination of any litigation commenced by Senior Creditor against Subordinated Creditor or by Subordinated Creditor against Senior Creditor on any basis shall be in a court of competent jurisdiction which is located in Marion County, Indiana, and the parties hereby expressly declare that any other venue shall be improper and Subordinated Creditor expressly waive any right to a determination of any such litigation against Senior Creditor by a court in any other venue. Subordinated Creditor further acknowledges that by virtue of its execution hereof, it is transacting business within the State of Indiana and submit to the personal and subject matter jurisdiction of the courts of the State of Indiana, and specifically, the Marion County, Indiana Circuit Court, and the United States District Court for the Southern District of Indiana, Indianapolis division, and agrees that service of process by any judicial officer or by registered or certified United States mail or via the Indiana Secretary of State as statutory agent for Subordinated Creditor and shall establish personal jurisdiction over Subordinated Creditor, who waives any rights under the laws of any state to object to jurisdiction within the State of Indiana or service of process as set forth above. Provided, however, nothing contained in this section shall prevent Senior Creditor from bringing any action or exercising any rights against any security or against Subordinated Creditor within any other state or other venue where proper jurisdiction exists. Initiating such proceedings or taking such action in any other state or venue shall in no event constitute a waiver of the agreement contained herein that the laws of the State of Indiana shall govern the rights and obligations of the parties hereunder or of the submission herein made by Subordinated Creditor to personal jurisdiction within the State of Indiana. The aforesaid means of obtaining personal jurisdiction and perfecting service of process on Subordinated Creditor and Impact are not intended to be exclusive, but are cumulative and in addition to all other means of obtaining personal jurisdiction and perfecting service of process now or hereafter provided by the laws of the State of Indiana or by any other state in an action brought by Senior Creditor in such state.

26.    The words "execution," "signed," "signature," and words of similar import in this Agreement shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.) or any other similar state laws based on the Uniform Electronic Transactions Act.

27.    In this Agreement, the word “person” includes any individual, company, trust or other legal entity of any kind. If this Agreement is executed by more than one Person on behalf of Subordinated Creditor, the words “Subordinated Creditor” shall include all such Persons. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.” When the context and construction so require, all words used in the singular shall be deemed to have been used in the plural and vice versa.

28.    In the event that any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Each party hereto acknowledges that such party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

29.    This Agreement constitutes the entire agreement and the understanding between the parties with respect to the subject matter hereof and this Agreement supersedes all previous and contemporaneous negotiations and agreements between the parties related to the subject matter hereof and no parole evidence of any prior or other agreements shall be permitted to contradict or vary the terms hereof.

[Signature Page Immediately Follows]

IN WITNESS WHEREOF, this Agreement has been made and delivered on the date first above written.

“Borrowers”

“Subordinated Creditor”

“Senior Creditor”

Exhibit 99.1

FOR IMMEDIATE RELEASE

Creative Realities Announces Reflect Settlement Agreement

Quantifies Liability and Future Payment Plans

LOUISVILLE, KY – March 17, 2025 – Creative Realities, Inc. (“Creative Realities,” “CRI,” or the “Company”) (NASDAQ: CREX), a leading provider of digital signage and AdTech solutions, today announced that it settled and resolved its dispute with former stockholders of Reflect Systems, Inc. (“Reflect”) related to the Company’s obligation to pay to former Reflect stockholders contingent supplemental cash payments under the terms of the Company’s merger with Reflect (the “Guaranteed Consideration”). The settlement terminates and releases the Company’s obligation to pay the Guaranteed Consideration in exchange for: (i) a cash payment of $3 million; (ii) a $4 million, 30-month promissory note (the “Note”); and (iii) the issuance of certain warrants to purchase common stock of the Company. The Note is an unsecured obligation of the Company that accrues interest at a rate of 14.0% per annum, and requires the Company to make a balloon payment of $2.3 million on the maturity date, September 14, 2027. A more detailed description of the settlement and settlement documents are included in a Current Report on Form 8-K of the Company being filed with the SEC.

“I’m very pleased to announce this settlement with the former Reflect stockholders, positioning us for a more certain future,” said Rick Mills, Chief Executive Officer. “We worked hard to resolve this liability in a way that is beneficial to the Company, our investors, and the former Reflect stockholders. We believe the settlement accomplishes this objective and provides a great deal of financial flexibility while removing a significant overhang on our shares. CRI will pay $3 million in cash utilizing our existing credit agreement with First Merchants Bank, and we entered into a $4 million, 30-month promissory note that includes a balloon payment in 2027. This long-term plan, along with warrants, provides us time to continue growing the Company and enhance shareholder value while giving former Reflect stockholders an additional return on their investment. I think this is a win-win for all involved that quantifies a payment schedule and eliminates uncertainty through a clear, simplified financing structure. We are very pleased with this development that allows us to focus on expansion and improved operating results for the remainder of fiscal 2025.”

About Creative Realities, Inc.

Creative Realities designs, develops and deploys digital signage-based experiences for enterprise-level networks utilizing its ClarityTM, ReflectViewTM, and iShowroomTM Content Management System (CMS) platforms. The Company is actively providing recurring SaaS and support services across diverse vertical markets, including but not limited to retail, automotive, digital-out-of-home (DOOH) advertising networks, convenience stores, foodservice/QSR, gaming, theater, and stadium venues. In addition, the Company assists clients in utilizing place-based digital media to achieve business objectives such as increased revenue, enhanced customer experiences, and improved productivity. This includes the design, deployment, and day to day management of Retail Media Networks to monetize on-premise foot traffic utilizing its AdLogicTM and AdLogic CPM+TM programmatic advertising platforms.

Cautionary Note on Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and includes, among other things, discussions of our business strategies, product releases, future operations and capital resources. Words such as "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance, conditions or results. They are based on the opinions, estimates and beliefs of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors, many of which are outside of our control, that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Some of these risks are discussed in the “Risk Factors” section contained in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, and the Company’s subsequent filings with the U.S. Securities and Exchange Commission. Important factors, among others, that may affect actual results or outcomes include: our strategy for customer retention, growth, product development, market position, financial results and reserves, our ability to execute on our business plan, our ability to retain key personnel, our ability to remain listed on the Nasdaq Capital Market, our ability to realize the revenues included in our future guidance and backlog reports, our ability to satisfy our upcoming debt obligations and other liabilities, the ability of the Company to continue as a going concern, potential litigation, supply chain shortages, and general economic and market conditions impacting demand for our products and services. Readers should not place undue reliance upon any forward-looking statements. We assume no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Media:

Christina Davies

cdavies@ideagrove.com

Investor Relations:

Chris Witty

cwitty@darrowir.com

646-438-9385

ir@cri.com

https://investors.cri.com/