exv10w3



 





EXHIBIT 10.3




SUBORDINATION AGREEMENT




October 11, 2007




Wireless Ronin Technologies, Inc.

Baker Technology Plaza

5929 Baker Road, Suite 475

Minnetonka, MN 55345




     Subject: NewSight Corporation (“Borrower”)




	 	1.	 	The undersigned, Prentice Capital Management, LP, acting on its behalf and as
collateral agent for certain of its affiliated entities (“Creditor”), acknowledges and agrees that
Wireless Ronin Technologies, Inc. (“Ronin”), has previously extended credit to the above borrower,
or intends to extend credit to the borrower in the future on security of certain collateral
described as follows:
	 
	 	(a)	 	All now existing or hereafter acquired video screens, display monitors, and media
players and all other equipment suitable for digital signage displays, in each case, previously or
hereafter sold, leased or provided to Debtor by Ronin, including, without limitation, all such
equipment now or hereafter located in the Fashion Square Mall and Asheville Mall or any premises
owned or leased by Meijer, Inc. (together with any affiliate or subsidiary entity, “Meijer”), and
all related hardware and all software and parts used in connection with the operation of any such
video screen display monitors and other related equipment, together with all replacements thereto
(except to the extent consisting of Borrower IP, as defined below); and
	 
	 	(b)	 	To the extent not otherwise described in subparagraph (a) above, all hardware and
software used or provided in connection with the digital signage network maintained by Debtor and
operated on premises owned or leased or operated to Meijer (except to the extent consisting of
Borrower IP); and
	 
	 	(c)	 	All cash or non cash proceeds of the sale or other disposition of any of the
foregoing, including without limitation insurance proceeds




(herein collectively referred to as “Collateral”). The undersigned further acknowledges and agrees
that Ronin is unwilling to maintain any credit previously extended to the Borrower, or to extend
additional credit to the Borrower, unless Ronin’s security interest in the Collateral will have
priority over and be senior to any security interest asserted by Creditor with respect to the
Collateral, and unless the undersigned agrees to further subordinate its claims solely with respect
to proceeds of the Collateral (but not the Excluded Collateral) against the Borrower to the claims
payable by the Borrower to Ronin.





	 	2.	 	Ronin hereby acknowledges and agrees that it does not have any right, title or
interest in or to (i) any of the Borrower’s or any of its subsidiaries’ intellectual property,
including but not limited to, inventions, patents, patent applications, copyrights, technology
(including its autostereoscopic 3D technology), trademarks, service marks, trade dress and know-how
(collectively, “Borrower IP”) or (ii) any assets of the Company not constituting Collateral (the
“Other Assets” and together with the Borrower IP and any proceeds arising therefrom, the “Excluded
Collateral”).




 









 












	 	3.	 	Based on the foregoing, and notwithstanding any document to the contrary, any
understanding between or among either Creditor or Ronin (on the one hand) and the Borrower (on the
other hand), the time of the filing or renewal of any financing statement, the time of attachment
of any security interest, or any other priority provided by law or by any other agreement, Creditor
hereby agrees that any rights or liens that Creditor may have or may acquire in the Collateral, are
junior and subordinate to any security interest, lien, claim or right now or hereafter asserted by
Ronin in the Collateral. Creditor will not take any action to realize on, repossess or otherwise
foreclose upon any of the Collateral, without Ronin’s prior written consent.
	 
	 	4.	 	After the date of this Agreement, Ronin shall have the right, without the consent of
Creditor, to (i) increase at any time the maximum amount of credit available to Borrower, and (ii)
accept any additional Collateral (other than Excluded Collateral and proceeds arising therefrom)
for that increase in credit (“Additional Collateral”), which Additional Collateral shall thereupon
become part of the Collateral. All such loans, advances or extensions of credit, and any security
interests given to secure the same, shall have the same priorities and rights as provided in this
Agreement. Creditor waives any and all rights under any theory of marshaling or ordering of the
disposition of the Collateral.
	 
	 	5.	 	Nothing contained herein shall be construed as creating any obligation on the part of
Ronin to provide additional financial accommodations to Borrower. Likewise, Creditor and its
affiliated funds have no obligation to provide any additional financial accommodations to Borrower.
	 
	 	6.	 	In addition to the foregoing, Creditor agrees that payment of all obligations and
other liabilities of the Borrower to the Creditor from the proceeds of the Collateral (but not from
the Excluded Collateral or any proceeds arising therefrom) (the “Junior Obligations”) shall be
postponed and subordinated to payment in full of the obligations and indebtedness of Borrower to
Ronin with respect to indebtedness secured by the Collateral, whether now existing or hereafter
arising, (the “Senior Obligations”) and that no payments or other distributions in respect of any
of the Junior Obligations shall be made by or on account of the Junior Obligations until payment in
full of the Senior Obligations. For the avoidance of doubt, the above subordination only applies
with respect to proceeds that the Creditor receives from the Collateral while Ronin has a security
interest in the Collateral, and neither the Creditor nor any of its affiliated funds is otherwise
subordinating to Ronin or anyone else its right to receive payment of any indebtedness, obligations
or liabilities due and owing to it from the Company or any of its subsidiaries (including any
proceeds received from the Excluded Collateral).
	 
	 	7.	 	In the event that the undersigned receives any payment or other distribution of any
kind or character from the Borrower from the proceeds of the Collateral (but not from the Excluded
Collateral or any proceeds arising therefrom), other than as expressly permitted by the terms of
this Agreement, such payment or other distribution shall be received in trust for Ronin and
promptly turned over by the undersigned to Ronin. Each of the parties hereto will execute such
further documents or instruments and take such further action as the other party may reasonably
from time to time request to carry out the intent of this Agreement.
	 
	 	8.	 	In the event of a bankruptcy or insolvency proceeding in which the Borrower is debtor,
Creditor shall not oppose any sale or other disposition of any assets comprising part of the
Collateral free and clear of liens, security interests or other claims of any party, including the
undersigned, under Section 363 of the Bankruptcy Code on the basis that the Creditor’s interest in
such Collateral is impaired by such




 









 






	 	 	 	sale or inadequately protected as a result of such sale if the Ronin has consented to such
sale or disposition of such assets.






	 	9.	 	The Creditor hereby waives and releases any claim which the Creditor may now or
hereafter have against Ronin arising out of any and all actions which Ronin, in good faith, takes
or omits to take with respect to the Borrower or the Collateral, including without limitation, (i)
actions with respect to the creation, perfection or continuation of liens on the Collateral for the
Senior Obligations, (ii) actions with respect to the occurrence of any event of default under any
documents evidencing the Senior Obligations (the “Senior Documents”), (iii) action with respect to
the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the
Collateral, (iv) actions with respect to the collection of any claim for all or any part of the
Senior Obligations from any account debtor, guarantor or any other party, and (v) any other action
with respect to the enforcement of the Senior Documents or the valuation, use, protection or
disposition of the Collateral.






	 	10.	 	Ronin hereby waives and releases any claim which Ronin may now or hereafter have
against Creditor and its affiliated funds (the “Creditor Group”) arising out of any and all actions
which the Creditor Group, in good faith, takes or omits to take with respect to the Borrower or the
Excluded Collateral, including without limitation, (i) actions with respect to the occurrence of
any event of default under any documents (the “Creditor Group Documents”) evidencing the
obligations due and owing to any members of the Creditor Group (the “Creditor Group Obligations”),
(ii) action with respect to the foreclosure upon, sale, release, or depreciation of, or failure to
realize upon, any of the Excluded Collateral, (iii) actions with respect to the collection of any
claim for all or any part of the Creditor Group Obligations from any account debtor, guarantor or
any other party, and (iv) any other action with respect to the enforcement of the Creditor Group
Documents or the valuation, use, protection or disposition of the Excluded Collateral.
	 
	 	11.	 	Creditor hereby waives (a) notice of acceptance by Ronin of this Agreement, (b) notice
of the existence or creation or non-payment of all or any of the Senior Obligations, and (c) all
diligence in collection or protection of or realization upon the Senior Obligations or any
Collateral as security therefor.
	 
	 	12.	 	This Agreement shall be binding upon, and inure to the benefit of, Ronin, Borrower and
Creditor and upon their successors and assigns, and to the extent that any Party is a partnership
or a corporation all references to such Party shall be deemed to include any successor or
successors to such partnership or corporation.
	 
	 	13.	 	Each party shall give notice of this Agreement to any purchaser, assignee or
transferee of, or successor to, any secured indebtedness of such Party at the time of any such
purchase, assignment, transfer or succession.
	 
	 	14.	 	This Agreement cannot be waived, amended, modified, supplemented or terminated, except
by a writing executed by the Creditor and Ronin; provided, however, this Agreement shall terminate
automatically upon the payment in full of the secured note issued to Ronin by the Borrower.
Notwithstanding the foregoing, if (i) any demand is made at any time on Ronin for the repayment of
any amount received by it or as proceeds of any Collateral which have been applied in payment of
any of the obligations of the Borrower to Ronin, and (ii) Ronin makes any repayment by reason of
any judgment, decree or order of any court or administrative body or by reason of any settlement or
compromise of such




 









 






	 	 	 	demand, this Agreement shall be reinstated to the extent of such amounts and as if such
amounts had never been received originally by Ronin. This Agreement is intended as an agreement
and contract between Ronin and the Creditor, and there are no intended third-party beneficiaries
hereof (including the Borrower), except as otherwise expressly set forth herein.






	 	15.	 	This Agreement shall be governed by and construed in accordance with the laws of the
State of New York.





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	 	PRENTICE CAPITAL MANAGEMENT, LP

 	 
	 	By:  	/s/ Mathew Hoffman
 	 
	 	 	Title: General Counsel 	 
	 	 	Printed Name: Mathew Hoffman

 	 
	 	
Date: 10/11/2007 	 
	 
	 	WIRELESS RONIN TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Jeffrey C. Mack
 	 
	 	 	Title: Chief Executive Officer and
President	 
	 	 	Printed Name: Jeffrey C. Mack

 	 
	 	
Date: 10/12/2007 	 
	 



Accepted this 11th day of October, 2007




	 	 	 	 	 
	NEWSIGHT CORPORATION

 	 	 
	By:  	/s/ Robert K. Stewart
 	 	 
	 	Title: Chief Financial Officer 	 	 
	 	Printed Name:        Robert K. Stewart 	 	 
	asdf