MUTUAL TERMINATION, RELEASE AND
AGREEMENT
THIS MUTUAL
TERMINATION, RELEASE AND AGREEMENT, made this 12th day of February,
2007 (this “Agreement”), by and between Wireless Ronin
Technologies, Inc., a Minnesota corporation (“WRT”),
and The Marshall Special Assets Group, Inc., a Delaware corporation
(“Marshall”).
WHEREAS, WRT and
Marshall entered into a Strategic Partnership Agreement, dated as
of May 28, 2004, as amended on September 29, 2004 and
October 6, 2004 (the “Partnership Agreement”);
and
WHEREAS, WRT and
Marshall desire to terminate the Partnership Agreement, provide for
mutual releases and set forth certain other agreements on the terms
set forth herein.
NOW, THEREFORE, in
consideration of the mutual covenants, provisions and agreements
made in this Agreement, the parties hereto agree as
follows.
1.
Termination of Partnership Agreement . WRT and Marshall
hereby terminate the Partnership Agreement, and each party waives
any right to prior written notice of termination.
2.
Termination Payment . On the date hereof, WRT will transfer
cash to Marshall in an aggregate amount equal to the sum of (i)
$500,000 and (ii) $153,994.52 (representing a return of 12% per
annum accrued through the date hereof on amounts previously paid by
Marshall to WRT, as set forth on Schedule A ), in
consideration of the termination of all of Marshall’s rights
under the Partnership Agreement and in full satisfaction of any
further obligations to Marshall under the Partnership
Agreement.
3.
Definitions . The defined terms used in this Agreement shall
have the meanings designated below or as set forth elsewhere
herein:
(a) “ End
User ” shall mean all customers, distributors or
resellers who purchase the WRT hardware and software to be used
exclusively for the ultimate operation of or use in a Lottery.
“Lottery” means any lottery operated by any individual,
entity, governmental entity (including without limitation a state,
provincial or national government or any subdivision or authority
thereof), Native American Sovereign Nation or Tribal Community or
any individual or other entity which provides infrastructure or
technical services with respect to any lottery, located anywhere in
the world.
(b) “
Gross Software Sales ” shall mean the total amount of
the Selling Prices for all sales of the WRT Software to End
Users.
(c) “
Gross Hardware Sales ” shall mean the total amount of
the Selling Prices for all sales of the WRT Hardware to End
Users.
(d) “
Selling Prices ” shall mean the invoice price charged
by WRT to an End User, less the sum of actual discounts; sales or
use taxes, tariff, import/export duties, or
other excise
taxes; insurance and transportation charges; and bona fide
allowances or credits to End Users because of rejections or
returns, all as shown on the invoice to an End User. If a sale is
made to a distributor or a reseller, then the Selling Price shall
be the such invoice price to the distributor or
reseller.
(e) “ WRT
Hardware ” shall mean the hardware sold to an End User to
support and use RoninCast Software at a particular
installation.
(f) “ WRT
Software ” shall mean software developed by WRT for the
RoninCast® system sold to an End User.
(a) Gross
Software Sales . WRT will pay to Marshall 30% of all Gross
Software Sales collected by WRT on or before the fifth anniversary
of this Agreement. Such payments will be due and payable by WRT to
Marshall within ten (10) days following the month end of
receipt of
