January 7, 2008 Mr. John R. Bingle NewSight Corporation 2 Park Avenue, 18th Floor New York, NY 10016 Dear Jay:
EXHIBIT 10
January 7, 2008
Xx. Xxxx X. Xxxxxx
NewSight Corporation
0 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
NewSight Corporation
0 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xxx:
Wireless Ronin Technologies, Inc., a Minnesota corporation (“WRT”), shall extend the maturity
date of that certain Secured Promissory Note dated October 8, 2007 (the “Note”), from NewSight
Corporation (“NewSight”) to WRT contingent upon the following terms and conditions:
Upon receipt of payment of the amount specified in this Letter Agreement, the Maturity Date of
the Note is hereby extended from December 31, 2007, to the earlier to occur of (i) March 31, 2008
or (ii) the completion of NewSight’s next financing transaction, excluding any financing solely
from Prentice Capital Management, L.P. (“Prentice”) or its affiliates.
Each of Prentice and WRT acknowledges and agrees that the Subordination Agreement by and
between WRT and Prentice, effective October 12, 2007, is in full force and effect. NewSight
acknowledges and agrees that (1) the Digital Signage Agreement by and between WRT and NewSight,
effective October 12, 2007 (the “Meijers Agreement”) and (2) the Digital Signage Agreement by and
between WRT and NewSight regarding CBL Mall Installations (the “CBL Mall Agreement”) remain in full
force and effect. Upon completion of NewSight’s next financing transaction, excluding any
financing solely from Prentice or its affiliates, NewSight hereby agrees to engage WRT to perform
those services necessary to complete 79 Meijer stores not yet converted pursuant to the Meijers
Agreement, provided that pricing for goods and services required for this project will be
established pursuant to good faith negotiation between the parties. NewSight agrees to make
payment in advance for all amounts required for WRT to provide services or to sell goods to
NewSight, to the extent such services are hereafter requested by Newsight, pursuant to the Meijers
Agreement, the CBL Mall Agreement or otherwise until all amounts due from NewSight to WRT under the
Note are paid in full. WRT acknowledges that Newsight is currently in a test-phase with CBL
Properties under the CBL Mall Agreement and that Newsight is not presently committed to roll out
any further equipment in CBL Malls or other properties under the CBL Mall Agreement. NewSight
acknowledges and agrees that the Security Agreement by and between WRT and NewSight, effective
October 12, 2007 (the “Security Agreement”), shall remain in full force and effect until all
amounts due from NewSight to WRT under the Note are paid in full.
WRT agrees to credit NewSight’s customer deposits aggregating $277,488 against the amount
payable under the Note, retroactive to its date of issuance. As a result of this credit, WRT and
NewSight hereby agree that the current principal balance of the note is $2,239,979; provided,
however,
that such amount will be increased according to the provisions of the next paragraph of this letter
agreement. Except as specifically provided in the next paragraph of this letter agreement, WRT and
NewSight hereby agree that no additional credit shall be extended to NewSight by WRT pursuant to
the Note.
NewSight will pay $175,000, representing the amount due WRT under the Independent Contractor
Agreement by and between WRT and NewSight regarding NewSight’s 3D Software Product (the “3D
Agreement”). NewSight will pay WRT $75,000 before 5:00 PM (Minneapolis time) on January 9, 2008,
in immediately available funds. The remaining $100,000 due from the 3D Agreement will be added to
the current principal value of the note, bringing the total current principal balance of the note
to $2,339,979. Any other amounts previously paid by NewSight to WRT under the 3D Agreement,
including deposits made by NewSight, shall be considered earned by WRT. NewSight and WRT
acknowledge and agree that the 3D Agreement is hereby terminated and no amounts, other than as set
forth in this Letter Agreement, are owed by either party to the other party under the 3D Agreement.
NewSight does hereby fully and forever release and discharge WRT, its shareholders, directors,
officers, employees, representatives, agents, insurers, attorneys, assigns, heirs, and
successors-in-interest, of any and all claims, damages, demands, actions, and rights of action of
whatever kind or nature which NewSight, its shareholders, directors, officers, employees,
representatives, agents, insurers, attorneys, assigns, heirs, or successors-in-interest may have
arising out of or in connection with the 3D Agreement. WRT does hereby fully and forever release
and discharge NewSight, its shareholders, directors, officers, employees, representatives, agents,
insurers, attorneys, assigns, heirs, and successors-in-interest, of any and all claims, damages,
demands, actions, and rights of action of whatever kind or nature which WRT, its shareholders,
directors, officers, employees, representatives, agents, insurers, attorneys, assigns, heirs, or
successors-in-interest may have arising out of or in connection with the 3D Agreement.
NewSight and WRT acknowledge and agree that the Digital Signage Agreement by and between WRT
and NewSight regarding Office Networks (the “Physician Office Agreement”) and the Digital Signage
Agreement by and between WRT and NewSight regarding Pyramid Mall Installations (the “Pyramid Mall
Agreement”) are hereby terminated and no amounts are owed by either party to the other party under
either the Physician Office Agreement or the Pyramid Mall Agreement. However, should NewSight sell
goods or services to the customers contemplated by the Physician Office Agreement or the Pyramid
Mall Agreement, to the extent reasonably possible, NewSight will provide WRT with a right of first
refusal to provide WRT goods and services to such customers in connection with NewSight’s
engagements on substantially the same terms and conditions set forth in the Physician Office
Agreement and the Pyramid Mall Agreement, as the case may be; provided, that, if WRT’s pricing is
not acceptable to Newsight, Newsight may seek and engage an alternative third party to provide such
goods and services so long as such pricing is more favorable than that provided by WRT.
NewSight represents and warrants to WRT that it is currently using its best efforts to
complete a financing transaction, in addition to any financing solely from Prentice or its
affiliates, that would enable NewSight to repay the note in full to WRT upon the amended maturity
date set forth herein.
This Letter Agreement shall terminate and all amounts owing by NewSight to WRT shall be due
and payable immediately upon the occurrence of one or more of the below described events:
• | Termination of NewSight’s engagement agreement with Lazard Freres; |
• | NewSight’s breach of or default under the Meijers Agreement, the CBL Mall Agreement, the Note, the Security Agreement or this Letter Agreement; or | ||
• | Completion of a financing transaction which yields gross proceeds to NewSight of at least Five Million Dollars ($5,000,000), excluding any financing solely from Prentice or its affiliates. |
If the foregoing is in accordance with your understanding, please sign this letter in the
space indicated below and return it to us for receipt not later than 6:00 PM (Minneapolis time) on
January 7, 2008, whereupon this Letter Agreement will become effective. The proposal contained
herein will expire unless we have received this letter signed by you within the time period
provided in the previous sentence or if sooner rejected.
[Signature Page Follows.]
Very truly yours, | ||||
WIRELESS RONIN TECHNOLOGIES, INC. | ||||
/s/ Xxxxxxx X. Xxxx | ||||
Xxxxxxx X. Xxxx
Chairman of the Board, President and Chief Executive Officer |
The foregoing is hereby
agreed to and accepted:
agreed to and accepted:
NewSight Corporation | Prentice Capital Management, L.P. | |||||||||
(solely with respect to the first sentence | ||||||||||
of the third paragraph) | ||||||||||
By:
|
/s/ Xxx Xxxxxxx | By: | /s/ Xxxxxx Xxxxxxx | |||||||
Title: Chief Financial Officer | Title: General Counsel |