EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective April 1, 2006, by and between Wireless Ronin Technologies, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 14700 Martin Drive, Eden Prairie, Minnesota 55344 (hereinafter referred to as the “Company”), and Scott W. Koller, a resident of the state of Minnesota (hereinafter referred to as “Executive”).
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO 2006 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
THIS OPTION AGREEMENT is entered into by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), and ) _________ (the “Optionee”) pursuant to the Company’s 2006 Equity Incentive Plan, as amended to date (the “Plan”). Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.
COMMERCIAL GUARANTYWireless Ronin Technologies Inc • August 29th, 2006
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents. Under this Guaranty, Guarantor’s liability is unlimited and
LEASELease • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
THIS INDENTURE of lease, entered into this 18th day of April, 2006, by and between Dennis P. Dirlam (“Landlord”) and Wireless Ronin Technologies, Inc. (“Tenant”).
Amendment To The Strategic Partnership AgreementStrategic Partnership Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
This First Amendment to that certain Strategic Partnership Agreement dated June 7, 2004 between Wireless Ronin® Technologies, Inc., a Minnesota corporation (“WRT”) and The Marshall Special Assets Group, Inc., a Delaware corporation (“MG”) (the “Strategic Partnership Agreement”) is made effective this 29th day of September 2004 (“Effective Date”) between WRT and MG.
WIRELESS RONIN® TECHNOLOGIES, INC. CONVERTIBLE DEBENTURE PURCHASE AGREEMENTConvertible Debenture Purchase Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
In consideration of the agreement of the Spirit Lake Tribe (the “Purchaser”) to purchase the $2,000,000 10% fixed rate Convertible Debentures due 2009 as provided for herein, the undersigned WIRELESS RONIN® TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), hereby agrees with the Purchaser as follows:
WIRELESS RONIN TECHNOLOGIES, INC. AMENDMENT AGREEMENTAmendment Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
This Amendment Agreement (the “Agreement”) is entered into effective this 21st day of July, 2006 (the “Effective Date”) by and between Wireless Ronin Technologies, Inc., a corporation organized under the laws of the state of Minnesota (the “Company”) and Galtere International Master Fund L.P. (“Lender”).
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • New York
Sale and Purchase Agreement (this “Agreement”), dated this 11th day of July, 2006, by and between Wireless Ronin Technologies, Inc., a Minnesota corporation, with offices located at 14700 Martin Drive, Eden Prairie, MN 55344 (“WRT”), and Sealy Corporation, a Delaware corporation, with offices located at One Office Parkway at Sealy Drive, Trinity, NC 27370 (“Sealy”).
FACTORING AGREEMENTFactoring Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
THIS FACTORING AGREEMENT (“Agreement”) made and executed this 23rd day of May, 2005 by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (“Client”) and Barry Butzow and Stephen E. Jacobs (Mr. Butzow and Mr. Jacobs herein known as “Factor”)
WIRELESS RONIN® TECHNOLOGIES, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED CONVERTIBLE DEBENTURE AGREEMENT AND DEBENTURE DATED SEPTEMBER 7, 2005Convertible Debenture Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc
Reference is made to that certain Amended and Restated Convertible Debenture Purchase Agreement between SPIRIT LAKE TRIBE (the “Purchaser”) and WIRELESS RONIN® TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), dated September 7, 2005 (the “CDA”), pursuant to which Purchaser purchased, and the Company has issued, a 10% fixed rate Convertible Debenture due December 31, 2009 in the principal amount of $3,000,000 (the “Debenture”). The CDA is hereby amended and restated as of the date set forth above, to set forth additional terms and amendments to the CDA and the Debenture. This amendment shall be deemed to be a supplementary agreement within the meaning of Section 15 of the CDA. All capitalized terms not otherwise defined herein shall have the meanings described or defined in the CDA. In consideration of the mutual agreements provided below, the Company and Purchaser agree as follows:
WIRELESS RONIN® TECHNOLOGIES, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED CONVERTIBLE DEBENTURE AGREEMENT AND DEBENTURE DATED SEPTEMBER 7, 2005Convertible Debenture Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc
Reference is made to that: (i) certain Amended and Restated Convertible Debenture Purchase Agreement between SPIRIT LAKE TRIBE (the “Purchaser”) and WIRELESS RONIN® TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), dated September 7, 2005 (the “Original Agreement”), pursuant to which Purchaser purchased, and the Company has issued, a 10% fixed rate Convertible Debenture due December 31, 2009 in the principal amount of $3,000,000 (the “Debenture”); and (ii) that certain Amendment No. 1 to the Original Agreement dated February 27, 2006 (collectively, the “CDA”). The CDA is hereby further amended and restated as of the date set forth above, to set forth additional terms and amendments to the CDA and the Debenture. This amendment shall be deemed to be a supplementary agreement within the meaning of Section 15 of the CDA. All capitalized terms not otherwise defined herein shall have the meanings described or defined in the CDA. In consideration of the mutual agreements provided b
WIRELESS RONIN TECHNOLOGIES, INC. NOTE CONVERSION AGREEMENTNote Conversion Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
NOTE CONVERSION AGREEMENT entered into and by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”) and Galtere International Master Fund L.P. (“Lender”).
WIRELESS RONIN TECHNOLOGIES, INC. AMENDMENT AGREEMENTAmendment Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
This Amendment Agreement (the “Agreement”) is entered into effective this 27TH day of July, 2006 (the “Effective Date”) by and between Wireless Ronin Technologies, Inc., a corporation organized under the laws of the state of Minnesota (the “Company”) and the undersigned holder of one or more promissory notes issued by the Company (“Lender”).
LEASELease • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
THIS LEASE, made this 15th day of November, 2004, between THE BRASTAD/LYMAN PARTNERSHIP, (hereinafter designated as “Landlord”) and WIRELESS RONIN TECHNOLOGIES, INC., an Minnesota corporation (hereinafter designated “Tenant”);
WIRELESS RONIN TECHNOLOGIES, INC. NOTE CONVERSION AGREEMENTNote Conversion Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
NOTE CONVERSION AGREEMENT entered into and by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”) and the undersigned holder of the Company’s Note (“Lender”).
WINMARKWireless Ronin Technologies Inc • August 29th, 2006
This letter represents an understanding of our lease transaction with Wireless Ronin Technologies, Inc. and yourself as full guarantor of the lease payments.
WIRELESS RONIN TECHNOLOGIES, INC. LOAN AND SUBSCRIPTION AGREEMENTLoan and Subscription Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
Subscription. The Investor hereby agrees to lend the Company the Loan Amount set forth below in exchange for a Note in an original principal amount equal to such Loan Amount and a Warrant to purchase the number of Warrant Shares set forth below:
COMMERCIAL GUARANTYWireless Ronin Technologies Inc • August 29th, 2006
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of Guarantor’s Share of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction of counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents. Under this Guaranty, Guarantor’s obliga
ContractWireless Ronin Technologies Inc • August 29th, 2006 • Minnesota
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
WIRELESS RONIN TECHNOLOGIES, INC. NOTE CONVERSION AGREEMENTNote Conversion Agreement • August 29th, 2006 • Wireless Ronin Technologies Inc • Minnesota
NOTE CONVERSION AGREEMENT entered into and by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”) and SHAG LLC (“Lender”).
Convertible Debenture NoteWireless Ronin Technologies Inc • August 29th, 2006
This loan, herein referred to as “Note” will mature on , . At the sole discretion of Issuer/Borrower, this note may automatically be extended for an additional 90-days after the expiration date.
ContractWireless Ronin Technologies Inc • August 29th, 2006 • Minnesota
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS (“BLUE SKY LAWS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE BLUE SKY LAWS.
COMMERCIAL GUARANTYWireless Ronin Technologies Inc • August 29th, 2006
CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Barry Butzow (“Guarantor”) absolutely and unconditionally guarantees and promises to pay to Signature Bank (“Lender”) or its order, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of Wireless Ronin Technologies, Inc. (“Borrower”) to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing.
