exv10w2



 





EXHIBIT 10.2




SECURITY AGREEMENT




	 	 	 
	Debtor:
	 	NewSight Corporation
	Address:
	 	2 Park Avenue, Suite 1800A
	 
	 	New York, New York 10016
	Organization I.D. No. 326834







     NewSight Corporation, a corporation organized under the laws of Delaware, hereinafter called
“Debtor,” for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to
Wireless Ronin Technologies, Inc., a Minnesota corporation, having its principal place of business
at Baker Technology Plaza, 5929 Baker Road, suite 475, Minnetonka, Minnesota 55345, hereinafter
called “Secured Party,” a security interest in the Collateral (as hereinafter defined) to secure
Debtor’s Obligations (as hereinafter defined) to Secured Party, whether existing on the date
hereof, created contemporaneously with the granting of this security interest, or created in the
future.




	 	1.	 	Collateral. The security interest is granted in the following (collectively,
the “Collateral”):
	 
	 	(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 Secured Party, 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 Debtor IP, as such term is defined below
(collectively, the “Equipment”); 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, leased or operated to Meijer, except to the extent consisting of Debtor
IP (the “Other Equipment”); and
	 
	 	(c)	 	All cash or non-cash proceeds of the sale or other disposition of any of the
foregoing, including without limitation insurance proceeds (collectively “Proceeds”).
	 
	 	(d)	 	Secured Party hereby acknowledges and agrees that it does not have any right, title or
interest in or to the Excluded Collateral. The term “Excluded Collateral” means (i) any of the
Debtor’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, “Debtor IP”), (ii)
any assets of the Company not constituting Collateral and (iii) any proceeds arising from (i) or
(ii) of this paragraph (d).
	 
	 	2.	 	Obligations Secured. The following obligations (collectively, the
“Obligations”) are secured by this Agreement:




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	 	(a)	 	Debtor’s duties and obligations as set forth in this Security Agreement;
	 
	 	(b)	 	All obligations of Debtor under that certain Digital Signage Agreement (the “Digital
Signage Agreement”) executed between Debtor and Secured Party on or about October 11, 2007 and that
related promissory note (the “Note”) in the maximum principal amount of $2,500,000 executed by
Debtor in favor of Secured Party on or about October 8, 2007 (with the Digital Signage Agreement,
collectively, the “Definitive Agreements”);
	 
	 	(c)	 	All of Debtor’s past, present and future debts to Secured Party of whatsoever nature
which the Debtor may now or at any time owe to the Secured Party, including but not limited to all
principal, interest, and other charges, fees, expenses and amounts, and all notes, guaranties,
agreements, and other writings in favor of the Secured Party, whether now existing or hereafter
arising, direct or indirect, due or to become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, independent, joint, several, or joint and several; and
	 
	 	(d)	 	All costs incurred by Secured Party to obtain, preserve, and enforce this security
interest, collect any or all of Debtor’s obligations and liabilities to Secured Party, and maintain
and preserve the Collateral, including but not limited to, taxes, assessments, insurance premiums,
repairs, storage costs, expenses of sale, and attorneys’ fees and legal costs, whether or not suit
is brought, through trial and all stages of appeal, and in any bankruptcy, insolvency, or similar
proceeding.





     Notwithstanding anything to the contrary contained herein, the maximum amount secured by this
Security Agreement shall not exceed the sum of $2,500,000.




	 	3.	 	Debtor’s Representations. Debtor represents, warrants and covenants as
follows:
	 
	 	(a)	 	Debtor is a corporation, duly organized and existing under the laws of Delaware having
its principal place of business in Delaware and that it is duly licensed to do business in such
state in which it is operating. Debtor’s organization and federal tax identification numbers are
set forth in the preamble to this Agreement. Debtor shall not change its state of organization
without the Secured Party’s prior written consent.
	 
	 	(b)	 	The Definitive Agreements, including the Note, have been duly authorized and executed
by Debtor and constitute Debtor’s valid, binding and fully enforceable obligation (subject only to
bankruptcy, insolvency and other matters affecting the rights of creditors generally).
	 
	 	(c)	 	The execution, delivery and performance of the terms of this Security Agreement are
within its corporate powers, have been duly authorized, and are not in contravention of the law or
its charter, bylaws or other corporate papers, or of any indenture agreement or undertaking to
which it is a party or by which it is bound.
	 
	 	(d)	 	Debtor’s place of business is located at the address shown at the beginning of this
Security Agreement; that Debtor has no other place of business except as shown on
Attachment A hereto, incorporated herein by reference;
	 
	 	(e)	 	Debtor shall notify Secured Party in writing of the opening or closing of any place of
business prior to such opening or closing.
	 
	 	(f)	 	Subject to any limitation stated therein or in connection therewith, all information
furnished to Secured Party concerning the Collateral, or otherwise, for the purpose of obtaining
credit or




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an extension of credit is or will be at the time the same is furnished, accurate, correct and
complete in all material respects.





	 	(g)	 	Except as otherwise provided on Attachment A hereto, no financing
statement, warehouse receipt or certificate of title reflecting a security interest or other
interest in favor of a party other than Secured Party covering all or part of the Collateral, is in
existence or on file in any public office as of the date of this Agreement and, except as expressly
provided on Attachment A hereto, Debtor is and shall remain the owner of the
Collateral free and clear of all liens and adverse interests.
	 
	 	(h)	 	Within thirty (30) days from the date hereof, Debtor will provide Secured Party with
evidence of the termination or release of the financing statement presently of record against
Debtor in favor of Absolute 3D Holdings Ltd.
	 
	 	4.	 	Insurance. Within five (5) days from the date of this Agreement, Debtor shall
obtain, and shall thereafter at all times maintain, insurance with respect to all Collateral
against risks of fire (including extended coverage), theft, sprinkler leakage and other risks as
Secured Party may require, containing such terms, in such form, amounts, for such periods and
written by such companies as may be satisfactory to Secured Party in Secured Party’s discretion,
such insurance to be payable to Secured Party and Debtor as their interests may appear. All
policies of insurance shall provide for ten (10) days’ written minimum cancellation notice to
Secured Party and at the request of Secured Party shall be delivered to and held by it. Secured
Party may act as attorney for Debtor in obtaining, adjusting, settling, and canceling such
insurance and endorsing any drafts. In the event of failure to provide insurance as herein
provided, Secured Party shall have the right (but not the obligation) to provide such insurance and
Debtor shall promptly reimburse Secured Party for any related costs or expenses incurred by Secured
Party.
	 
	 	5.	 	Inspection. Debtor shall at all reasonable times and from time to time upon
reasonable notice allow Secured Party, by or through any of its officers, agents, attorneys or
accountants, to examine or inspect the Collateral wherever located and to examine, inspect and make
extracts from Debtor’s books and records. Debtor shall do, make, execute and deliver all such
additional and further acts, things, deeds, assurances and instruments as Secured Party may require
to more completely vest in and assure to Secured Party its rights hereunder and in or to the
Collateral.
	 
	 	6.	 	Preservation and Disposition of Collateral.
	 
	 	(a)	 	Debtor shall not move, sell, transfer, process, utilize for work-in process, or
otherwise dispose of the Collateral or any interest therein except as authorized by this Security
Agreement or other written document executed by Secured Party and Debtor.
	 
	 	(b)	 	Except as otherwise provided in Section 3 above, Debtor shall keep the Collateral free
from any adverse lien, security interest or encumbrance, and in good condition and shall not waste
or destroy any of the same. Debtor shall not use the Collateral in violation of any federal, state
or local law, statute or ordinance.
	 
	 	(c)	 	Debtor shall pay promptly when due all taxes and assessments upon the Collateral.
	 
	 	(d)	 	At its option, Secured Party may discharge taxes, liens, security interests or other
encumbrances at any time levied or placed on the Collateral and may pay for the maintenance and
preservation of the Collateral. Debtor agrees to reimburse Secured Party on demand, for any
payment made, or any expense incurred by Secured Party pursuant to the foregoing authorization.




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	 	(e)	 	A carbon, photographic or other reproduction of this Security Agreement is sufficient
as, and may be filed as, a financing statement. Nothing contained in the immediately preceding
sentence shall relieve or be deemed to relieve Debtor of its obligations as set forth in Section 7
below.
	 
	 	(f)	 	Debtor shall pay immediately, if Secured Party so elects, all unpaid Obligations to
Secured Party upon any Event of Default.
	 
	 	(g)	 	If any Collateral is or will become a fixture, the Debtor, at the request of the
Secured Party, shall furnish the Secured Party with a statement or statements executed by all
persons and entities who have or claim an interest in the real estate, in form acceptable to the
Secured Party, which statement or statements shall provide that such persons and entities consent
to the Security Interest.





     To evidence Secured Party’s rights hereunder, Debtor shall assign or endorse Proceeds to
Secured Party as Secured Party may request and Secured Party shall have full power to collect,
compromise, endorse, sell or otherwise deal with Proceeds in its own name or that of Debtor.
Secured Party in its discretion may apply cash Proceeds to the payment of any Obligations secured
hereby or may release such cash Proceeds to Debtor for use in the operation of Debtor’s business.




	 	7.	 	Financing Statements. Debtor authorizes secured party, at Debtor’s expense,
to file all of Secured Party’s financing statements and amendments to financing statements with
respect to the Collateral, in such form and substance as the Secured Party, in its sole discretion,
may determine.
	 
	 	8.	 	Limited Power of Attorney. Debtor irrevocably authorizes Secured Party and
grants the Secured Party a limited power of attorney in the name and on behalf of the Debtor or, at
its option, in its own name, to take any other action deemed by the Secured Party to be necessary
or desirable to establish, perfect, protect or enforce the security interest granted herein. All
of the Secured Party’s advances, fees, charges, costs and expenses, including but not limited to
audit fees and expenses and reasonable attorneys’ fees and legal expenses, in connection with the
Obligations and in the protection and exercise of any rights or remedies hereunder, together with
interest thereon at the highest rate then applicable to any of the Obligations, shall be secured
hereunder and shall be paid by the Debtor to the Secured Party on demand.
	 
	 	9.	 	Default. In the event of any of any of the following:
	 
	 	(a)	 	If Debtor shall default in the payment, when due and payable, of any of the
Obligations payable by Debtor and such default shall continue for a period of five (5) days
following written notice; or
	 
	 	(b)	 	If Debtor shall default in the performance of any other covenant contained herein or
in any of the Definitive Agreements and such default shall continue for a period of thirty (30)
days following written notice; or
	 
	 	(c)	 	If any warranty, representation, or statement made or furnished to Secured Party by
Debtor herein or in any Digital Signage Agreement proves to have been false in any material respect
when made or furnished; or
	 
	 	(d)	 	If Debtor shall obtain new or additional financing (the “New Financing”), whether in
the form of equity or debt, from any third party other than affiliated funds of Prentice Capital
Management,




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LP in an amount in excess of $1,000,000 and shall have failed to apply the net proceeds of
such New Financing (net of broker, underwriter accountant, attorney and other professional fees and
expenses and other reasonable and customary costs and expenses incurred in connection with such New
Financing) in full or partial satisfaction of the Obligations; or





	 	(e)	 	If bankruptcy, insolvency or similar proceedings are instituted against or by Debtor
or if Debtor makes and assignment for the benefit of creditors,




(such events in (a) through (e) above being individually and collectively an “Event of Default”),
then Secured Party may at its option and without notice declare this Security Agreement in default
and the unpaid balance of any note or notes constituting an Obligation of Debtor to Secured Party,
and the balance of any account owed by Debtor to Secured Party, immediately due and payable.
Secured Party shall thereupon have the remedies of a secured party (in addition to and in
conjunction with all other rights and remedies, and not as an election of remedies) including,
without limitation, the right to take possession of the Collateral and for that purpose Secured
Party may enter upon any premises on which the Collateral or any part thereof may be situated and
remove the same therefrom. Debtor agrees upon request of Secured Party to promptly assemble the
Collateral and make it available to Secured Party at a place designated by Secured Party. Notice
of the time and place of any public sale or of the time after which any private sale is to be made,
when required by law, shall be deemed reasonable if given at least ten (10) days before such sale
to the address set forth in the introduction to this Agreement. Such notification may be
established by affidavit of a representative of Secured Party, receipts, or other reasonable
method.




     Secured Party may apply the proceeds obtained upon disposition of the Collateral in accordance
with the provisions set forth in Section 9-615 of the UCC. By this provision, Debtor specifically
grants to the Secured Party the right to apply such proceeds to reasonable attorney’s fees and
expenses of all types incurred by the Secured Party in connection with its negotiations with the
Debtor, representatives successors and assigns, the collection of the Obligations, the repossession
and disposition of the Collateral or protection of the Secured Party’s position. All remaining
proceeds may be applied by the Secured Party to payment of the Obligations in such order and
proportion as the Secured Party may deem advisable in its discretion, subject,
however, to the limitations set forth in paragraph 2 on the maximum amount secured by this
Security Agreement.




	 	10.	 	Limited Duty of Care. Other than the exercise of reasonable care to assure
the safe custody of the Collateral while being held by the Secured Party hereunder, the Secured
Party shall have no duty or liability to preserve rights pertaining thereto. Debtor shall be
responsible for preservation of all rights in the Collateral, and the Secured Party shall be
relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender
of it to the Debtor. Secured Party shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Secured Party accords its own property, which shall
be no less than the treatment employed by a reasonable and prudent agent in the industry, it being
understood that the Secured Party shall not have responsibility for taking any necessary steps to
preserve rights against any parties with respect to any of the Collateral.
	 
	 	11.	 	Continuing Agreement.
	 
	 	(a)	 	This Agreement shall be a continuing agreement in every respect and shall remain in
full force and effect so long as any of the Obligations remain outstanding and thereafter until
terminated by written notice delivered by Debtor to Secured Party. Upon such payment and
termination, this





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Agreement shall be automatically terminated and the Secured Party shall, upon the request and
at the expense of the Debtor, forthwith release all of its liens and security interests hereunder
and shall execute and deliver all UCC termination statements and/or other documents reasonably
requested by the Debtor evidencing such termination. Notwithstanding the foregoing, all releases
and indemnities provided hereunder shall survive termination of this Agreement.





	 	(b)	 	This Agreement shall continue to be effective or be automatically reinstated, as the
case may be, if at any time payment, in whole or in part, of any of the Obligations is rescinded
or must otherwise be restored or returned by the Secured Party as a preference, fraudulent
conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment
had not been made; provided that in the event payment of all or any part of the Obligations is
rescinded or must be restored or returned, all reasonable costs and expenses (including without
limitation any reasonable legal fees and disbursements) incurred by the Secured Party in defending
and enforcing such reinstatement shall be deemed to be included as a part of the Obligations,
subject, however, to the limitations set forth in paragraph 2 on the maximum amount
secured by this Security Agreement.
	 
	 	12.	 	General. Secured Party shall not be deemed to have waived any of its rights
hereunder or under any other agreement, instrument or paper signed by Debtor unless such waiver be
in writing and signed by Secured Party. No delay or omission on the part of Secured Party in
exercising any right shall operate as a waiver of such right or any other right. Secured Party may
remedy any Event of Default without waiving the default remedied or without waiving any other prior
or subsequent default. All of Secured Party’s rights and remedies, whether evidenced hereby or by
any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or
concurrently. Any demand upon or notice to Debtor shall be effective when deposited in the U.S.
mails addressed to Debtor at the address shown at the beginning of this Agreement. This Agreement
and all rights and obligations hereunder, including matters of construction, validity and
performance, shall be governed by the law of the State of Minnesota without regard to such State’s
principles of conflict of laws.





     All terms in this Agreement that are defined in the Minnesota Uniform Commercial Code, as
amended from time to time (the “UCC”) shall have the meanings set forth in the UCC, and such
meanings shall automatically change at the time that any amendment to the UCC, which changes such
meanings, shall become effective. No notice or other communication by the Debtor to the Secured
Party, which relates to any of the Obligations, the security interest or the Collateral, shall be
effective until it is received by the Secured Party at the Secured Party’s address stated above.



     This Security Agreement shall not be assignable by Debtor nor shall Debtor’s rights or duties
hereunder be delegable without the prior written consent of Secured Party. Any attempt by Debtor
to assign or otherwise transfer this Security Agreement or any rights or duties hereunder,
including without limitation assignment or transfer by operation of law, in violation of the
foregoing shall be void. Secured Party shall have the right to assign this Security Agreement, at
any time from and after December 31, 2007, upon written notice to Debtor. Nothing contained in
this Security Agreement is intended to confer upon any person, other than the parties hereto, their
respective successors and permitted assigns, any rights, remedies or obligations under or by reason
of this Security Agreement. “Debtor” and “Secured Party” as used in this Security Agreement
include the heirs, executors, administrators, successors and permitted assigns of those parties.




	 	13.	 	Counterparts. This Agreement may be executed by facsimile or by electronic
means and may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which shall constitute but one agreement.
	 
	 	14.	 	Entire Agreement. This Security Agreement and the items incorporated herein
contain all the agreements of the parties with respect to the matters contained herein. No prior
agreement,





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representation, warranty or understanding, whether oral or written pertaining to any such
matter shall be effective for any purpose.




     DEBTOR REPRESENTS AND WARRANTS TO THE SECURED PARTY AND AGREES THAT DEBTOR HAS READ ALL OF
THIS AGREEMENT AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT.



     IN WITNESS WHEREOF, the Debtor has signed this Agreement this 11th day of October,
2007.



	 	 	 	 	 
	 	NEWSIGHT CORPORATION

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

Date: 10/12/2007 	 



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	Accepted:  	 WIRELESS RONIN TECHNOLOGIES, INC.

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

Date: [10/12/2007] 	 
	 



Signature page to Security Agreement

Dated October 11, 2007




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