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RNIN > SEC Filings for RNIN > Form 8-K on 11-Apr-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements


On April 11, 2013, we entered into a license agreement with Delphi Display Systems, Inc. ("Delphi") (the "License Agreement") pursuant to which we granted Delphi an exclusive, worldwide, perpetual license to use and sublicense our RoninCast® 4.0 HTML5-based software, as revised from time to time (the "Software"), in specified target markets. Under the License Agreement, these target markets are (1) quick-service restaurants or food service providers that have a substantial number of drive-through locations, (2) pump toppers (displays located on fuel dispensing devices) and (3) other markets as subsequently mutually agreed upon between us and Delphi.

The license is exclusive in the target markets for five years from the date of the License Agreement, unless earlier terminated pursuant to the License Agreement. During this exclusivity period, we have agreed not to market, sell or otherwise promote, either directly or indirectly, any product with substantially similar functionality to the Software to the target markets. Delphi has agreed to use its best efforts to market, promote, and sublicense the Software within the target markets. Although Delphi may develop its own software to facilitate interface with the Software for application in Delphi's own business or in the businesses of Delphi's sublicensees, Delphi may not form an agreement with a third party to develop or resell software to compete with the Software in any market during the term of the License Agreement. Should Delphi elect to develop software that would compete with the Software for a specific customer or market application ("the Competing Software"), prior to Delphi developing such software, Delphi will grant us a right of first refusal to develop the Competing Software at a cost equal or less than Delphi's reasonable, documented costs to develop the Competing Software.

In consideration of such license, Delphi has agreed to pay us a one-time license fee of $750,000 within two business days of entry into the License Agreement for the first 7,500 installed nodes, which represents approximately 1,500 locations based on an assumption of five installed nodes per location. We also agreed to certain node license fees for additional nodes. Delphi has agreed to pay us monthly hosting and support service fees on installed nodes, including hosting and support service fees that increase each year over a five-year period and aggregate to a minimum of $1,282,500 over such period.

The foregoing description is qualified in its entirety by reference to the License Agreement, which is attached hereto as Exhibit 10 and incorporated by reference herein.


(d) See "Exhibit Index"

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