EXHIBIT 99
SECURED PROMISSORY NOTE
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$2,500,000.00
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Minnetonka, Minnesota |
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October 8,
2007
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For value received, NewSight
Corporation, a Delaware corporation with offices located at 2 Park
Avenue, 18 th Floor, New
York, NY 10016 (“Debtor”), promises to pay to Wireless
Ronin Technologies, Inc., a Minnesota corporation with offices
located at Baker Technology Plaza, 5929 Baker Road, Suite 475,
Minnetonka, Minnesota 55345 (the “Holder”), the
principal sum of $2,500,000.00, or such lesser sum as the Holder
has advanced to Debtor and which is recorded on the books and
records of Holder and the Debtor. Interest shall accrue from the
date of this Note on the unpaid principal amount at a rate equal to
eight percent (8%) per annum, compounded annually. This Note is
subject to the following terms and conditions and to the terms and
conditions of that Security Agreement by and between Debtor, Holder
and Prentice Capital Management, LP of even date herewith (the
“Security Agreement”).
1. Maturity. Principal and any
accrued but unpaid interest under this Secured Promissory Note
(this “Note”) shall be due and payable on
December 31, 2007; provided, however that such amounts shall
be earlier due upon demand by the Holder in the event of (i) a
default by Debtor, (ii) at such time of a “New
Financing” (the earliest of which dates shall be deemed the
“Maturity Date”). The term “default” shall
be defined in the Security Agreement and as “default”
is defined below. The term “New Financing” shall be
defined by the Security Agreement. Notwithstanding anything else
written in this Note or in the Security Agreement, the principal
and any accrued but unpaid interest under this Note shall be
payable no later than December 31, 2007.
2. Payment. Payment of the
entire amount of the principal plus unpaid interest shall be due
and payable on the Maturity Date. All payments shall be made in
lawful money of the United States of America at such place as the
Holder hereof may from time to time designate in writing to Debtor;
provided, however, that unless and until Holder provides Debtor
with written notice to the contra
