Exhibit 10.2


 





NEITHER THIS WARRANT NOR ANY OF THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY
OTHER JURISDICTION. BY ACQUIRING THIS WARRANT, HOLDER REPRESENTS THAT HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS WARRANT
OR THE SECURITIES FOR WHICH IT MAY BE EXERCISED WITHOUT REGISTRATION OR COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE
AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.


 





WARRANT TO PURCHASE COMMON STOCK


 


Number of Shares of Common Stock: [●]


Date of Issuance: [●], 2014 (“Issuance Date”)


 


This
Certifies That, for value received, [●], a [●] (including any permitted and registered assigns, the “Holder”),
is entitled to purchase from Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”),
up to [●] shares of Common Stock (the “Warrant Shares”) at the Exercise Price then in effect. This Warrant
to Purchase Common Stock (this “Warrant”) is issued by the Company as of the date hereof pursuant to that certain
Securities Purchase Agreement dated [●], 2014, by and among the Company, Holder and other parties thereto (the “Agreement”).
Capitalized terms used in this Warrant shall have the meanings set forth in the Agreement unless otherwise defined in the body
of this Warrant or in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.50
per share, subject to adjustment as provided herein, and the term “Exercise Period” shall mean the period
commencing on the Issuance Date and ending on 5:00 p.m. New York time on the five-year anniversary thereof.


 


1.EXERCISE OF WARRANT.


 


(a)Mechanics of Exercise. Subject to the terms and
conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the
Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order
to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares
shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. On or before the third Trading Day (the “Warrant Share Delivery Date”)
following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of (i) payment
to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise
Delivery Documents”) in cash or by wire transfer of immediately available funds or (ii) notification from the Holder
that this Warrant is being exercised pursuant to a Cashless Exercise, as defined below, the Company shall (or direct its transfer
agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted
in connection with any exercise pursuant to Section 1(c) and the number of Warrant Shares represented by this Warrant submitted
for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable
and in no event later than three business days after any exercise and at its own expense, issue a new Warrant (in accordance with
Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.


 






    	 



    	 



    




 


(b)No Fractional Shares. No fractional shares shall
be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions)
issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance
of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall,
in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product
resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.


 


(c)Cashless Exercise. The Holder may, in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made
to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net
Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 


Net Number = (A x B) - (A x C)


                                              B


 


For purposes of the foregoing formula:


 


A =the total number of shares with
respect to which this Warrant is then being exercised.


 


B = the Weighted Average Price
of the shares of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the date of the Exercise
Notice.


 


C = the Exercise Price then in
effect for the applicable Warrant Shares at the time of such exercise.


 






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(d)Compensation for Buy-In on Failure to
Timely Deliver Warrant Shares. In addition to any other rights available to the Holder, if the Company fails to deliver (or
cause its transfer agent to deliver) to the Holder the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open-market transaction or otherwise), or
the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number
of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue, times (2) the
price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which
case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common
Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amount payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity,
including without limitation a decree of specific performance or other injunctive relief with respect to the Company’s failure
to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


(e)Holder’s Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable Notice
of Exercise, the Holder (together with the Holder’s “affiliates,” as such term is defined in Rule 405 under the
Securities Act of 1933, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates),
would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of
Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant
beneficially owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or non-converted portion
of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.
Except as set forth in the preceding sentence, for purposes of this paragraph (e), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange
Act”), it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is
in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed
in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion
of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.


 






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For purposes of this paragraph, in determining
the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of
shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the Holder
the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder
may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall
continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the
Company and shall only apply to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor
Holder of this Warrant.


 


2.ADJUSTMENTS. The Exercise Price and the number
of Warrant Shares shall be adjusted from time to time as follows:


 


(a)Subdivision or Combination of Common Stock. If
the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If
the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such
combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment
under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.


 


(b)Distribution of Assets. If the Company shall declare
or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case:


 


(i)any Exercise Price in effect
immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock
entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined
by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common
Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith
by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be
the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and


 






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(ii)the number of Warrant Shares
shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close
of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution
multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the
event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on
a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then
the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant
Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the
number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the
Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of
the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of
the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause
(ii).


 


(c)Potential Reduction in Exercise Price. If
the Company fails to file the Resale Registration Statement with the SEC within 90 days after obtaining the Shareholder Approval,
or the Resale Registration Statement is not declared effective by the SEC within six months after obtaining the Shareholder Approval
(each such date, a “Deadline”), the Exercise Price shall be reduced by $0.025 per Warrant Share for each full
calendar month past the Deadline in which the Resale Registration Statement remains unfiled or not declared effective, as applicable;
provided, however, that, notwithstanding anything herein, the Exercise Price shall not be reduced pursuant to this paragraph
(c) during any such time as Warrant Shares may be sold pursuant to Rule 144.


 


(d)Weighted-Average
Adjustment to Exercise Price. If the Company, at any time while this Warrant is outstanding, shall issue any Common Stock or
Common Stock Equivalents entitling any person to acquire shares of Common Stock, at an effective price per share less than the
then-current Exercise Price, as adjusted hereunder (any such issuance, other than an issuance of Common Stock or Common Stock Equivalents
in respect of an Exempt Issuance, being referred to as a “Dilutive Issuance”), then the Exercise Price
shall be adjusted in accordance with the following formula:


 


AEP = EP * [OS + ((DIS *
DIP)/EP)]


                                                 (OS + DIS)


 






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For purposes of the foregoing formula:


 


AEP =Adjusted Exercise Price


 


EP =Exercise Price (as in
effect immediately prior to adjustment)


 


OS=Total number of shares
of Common Stock and Common Stock Equivalents outstanding immediately prior to the Dilutive (excluding, however, Common Stock and
Common Stock Equivalents outstanding on account of Exempt Issuances)


 


DIS=Total number of shares
of Common Stock and Common Stock Equivalents issued in the Dilutive Issuance


 


DIP =The per-share price at
which Common Stock or Common Stock Equivalents were issued in the Dilutive Issuance


 


Any such adjustment shall
be made whenever such Common Stock or Common Stock Equivalents are issued; provided, however, that (i) if an adjustment is made
on account of a Dilutive Issuance of Common Stock Equivalents, then the subsequent issuance of actual Common Stock upon conversion
or exercise of such Common Stock Equivalents will not result in a second adjustment, and (ii) notwithstanding anything in this
Warrant to the contrary, no adjustments shall be made under this Section 3(d) in respect of an Exempt Issuance. The Company shall
notify the Holder in writing, no later than the third Trading Day following any Dilutive Issuance (other than an Exempt Issuance),
indicating therein the applicable per-share price at which Common Stock or Common Stock Equivalents were issued (such notice the
“Dilutive Issuance Notice”).


 


3.FUNDAMENTAL TRANSACTIONS.


 


(a)Survival of Warrant. If, at any
time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company
is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale
of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer
(whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders
of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the
holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 2(a) above)
(in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder
shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional
consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the
extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the
Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant
into Alternate Consideration.


 






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(b)Payoff Option. Notwithstanding anything
to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity shall, at the Holder’s option,
exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this
Warrant from the Holder by paying to the Holder an amount of cash equal to the Black-Scholes Value of the remaining unexercised
portion of this Warrant as of the date of the consummation of such Fundamental Transaction. “Black-Scholes Value”
means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg, determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting
(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public
announcement of the applicable Fundamental Transaction and the Termination Date, and (B) an expected volatility equal to the greater
of 100% and the 100-day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the
public announcement of the applicable Fundamental Transaction, and (C) the underlying price per share used in such calculation
shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being
offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the expiration date of this Warrant.


 


4.NON-CIRCUMVENTION. The Company covenants and agrees
that it will not, by amendment of its articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions
of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of
the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant,
and (iii) shall, after obtaining the Shareholder Approval, for so long as this Warrant is outstanding, have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented
by this Warrant (without regard to any limitations on exercise).


 


5.WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except
as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or
other rights as a shareholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any
liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the Company.


 






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6.REISSUANCE.


 


(a)Lost, Stolen or Mutilated Warrant. If this Warrant
is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose
(which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)Issuance of New Warrants. Whenever the Company
is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant,
and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.


 


7.TRANSFER.


 


(a)Notice of Transfer. The Holder, by acceptance
hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such
Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written
notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected without
registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify
the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon
the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided,
however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions
upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers
which would be in violation of Section 5 of the Securities Act of 1933 and applicable state securities laws; and provided further
that the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such
other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions
relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)If the proposed transfer or disposition of this Warrant
or such Warrant Shares described in the written notice given pursuant to this Section 7 may not be effected without registration
or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities in respect to such transfer or disposition
as are permitted by law.


 


(c)Any transferee of all or a portion of this
Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under Sections 4.2 (subject, however, to
the limitations set forth in Section 4.3), 4.4, 4.6 and 4.7 of the Agreement (registration rights, expenses, indemnity and reservation
of securities).


 






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8.NOTICES. Whenever notice is required
to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions
contained in the Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment
of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to
the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares
of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock
or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each
case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the
Holder.


 


9.AMENDMENT AND WAIVER. The terms of this Warrant
may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the
written consent of the Company and the Holder. In addition, the restrictions set forth in Section 1(e) can be waived, as to a particular
original purchaser of Series A Preferred Stock and its affiliates, pursuant to a writing signed and delivered by the Company and
such original Purchaser prior to the execution and delivery of this Warrant.


 


10.GOVERNING LAW. This Warrant and all rights, obligations
and liabilities hereunder shall be governed by, and construed in accordance with, the internal laws of the State of New York, without
giving effect to the conflicts-of-law principles thereof.


 


11.DISPUTE RESOLUTION. A dispute as to the determination
of the Exercise Price, the Closing Sale Price, or the arithmetic calculation of the Warrant Shares, the Company or the Holder (as
the case may be) shall submit the disputed determinations or arithmetic calculations via facsimile (a) within two business days
after receipt of the applicable notice giving rise to such dispute to the Company or the Holder, as the case may be, or (b) if
no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If
the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price, Closing Sale Price
or the Warrant Shares within three business days of such disputed determination or arithmetic calculation being submitted to the
Company or the Holder, as the case may be, then the Company shall, within two business days thereafter submit via facsimile (x)
the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment bank selected by
the Company and approved by the Holder or (y) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may
be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten business
days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent manifest error.


 


12.ACCEPTANCE. Receipt of this Warrant by the Holder
shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


13.CERTAIN DEFINITIONS. For purposes of this Warrant,
the following terms shall have the following meanings:


 


(a)“Bloomberg” means Bloomberg Financial
Markets.


 











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(b)“Closing Sale Price” means, for any
security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the
last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg, or (ii) if the foregoing does
not apply, the last trade price of such security in the over-the-counter market for such security as reported by Bloomberg, or
(iii) if no last trade price is reported for such security by Bloomberg, the average of the bid and ask prices of any market makers
for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during the applicable calculation period.


 


(c)“Common Stock” means (i) the Company’s
common stock, par value $0.01 per share, and (ii) any share capital into which such common stock shall have been changed or any
share capital resulting from a reclassification of such common stock.


 


(d)“Common Stock Equivalents” means any
securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation
any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or
exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(e)“Exempt Issuance” means the issuance
of (i) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock
or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of
the members of a committee of non-employee directors established for such purpose, (ii) any securities upon the exercise or conversion
of any securities issued pursuant to the Purchase Agreement, (iii) any Common Stock upon the exercise or conversion of securities
that are issued and outstanding as of the date of the Purchase Agreement, (iv) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, including without limitation all securities
issued in connection with the merger transaction pursuant to which the Company will obtain ownership of the business of Creative
Realities, LLC, (v) shares of Common Stock issued in connection with regularly scheduled dividend payments on the Series A
Preferred Stock, and (vi) shares of Common Stock issued pursuant to any loan or leasing arrangement, real property leasing arrangement,
or debt financing from a bank approved by the Board of Directors of the Company.


 


(d)“Principal Market” means the primary
national securities exchange on which the Common Stock is then traded.


 


(e)“SEC” means the U.S. Securities and
Exchange Commission.


 


(f)“Trading Day” means
(i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then
listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets,
or (iii) if trading does not occur on the over-the-counter markets, any business day.


 



    	10



    	 



    




  


(g)“Weighted Average Price” means, for
any security as of any date, (i) the dollar-volume weighted-average price for such security on the Principal Market during the
period beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York City time, as reported by Bloomberg or (ii)
if the foregoing does not apply, the dollar-volume weighted-average price of such security in the principal over-the-counter market
for such security during the period beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York City time, as
reported by Bloomberg, or (iii) if no dollar-volume weighted-average price is reported for such security by Bloomberg for such
hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security
as reported in OTC Markets. If the Weighted Average Price cannot be calculated for such security on such date on any of the foregoing
bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 11 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any share dividend, share split or other similar transaction
during such period.


  


* * * * * * *


 






    	11



    	 



    

  


In Witness
Whereof, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set forth
above.


 





	 	WIRELESS RONIN TECHNOLOGIES, INC.
	 	 
	 	 
	 	John Walpuck
	 	Chief Financial Officer







  






    	 



    	 



    




 





EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder to
exercise this Warrant to Purchase Common Stock)





 


The Undersigned
holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), evidenced by the attached copy of the Warrant
to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.


 


		1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):



 


		☐	a cash exercise with respect to _________________ Warrant Shares; and/or



 


		☐	a “Cashless Exercise” with respect to _______________ Warrant Shares.



 


		2.	Payment of Exercise Price. In the event that the holder has elected a cash exercise with respect to some or all of the
Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant.



 


		3.	Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance
with the terms of the Warrant.






 





	Date:  	 	 	 	 
	 	 	 	 	 
	 	 	 	(Print Name of Registered Holder)
	 	 	 	 	 
	 	 	 	By:  	 
	 	 	 	Name:  	 
	 	 	 	Title:  	 







  






    	 



    	 



    

  


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized transfer
of the Warrant)


 


 


For Value
Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________
shares of common stock of Wireless Ronin Technologies, Inc., to which the within Warrant to Purchase Common Stock relates and appoints
____________________, as attorney-in-fact, to transfer said right on the books of Wireless Ronin Technologies, Inc. with full power
of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects
by the terms and conditions of the within Warrant.


  





	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(Signature)*
	 	 	 	 
	 	 	 	 
	 	 	 	(Name)
	 	 	 	 
	 	 	 	 
	 	 	 	(Address)
	 	 	 	 
	 	 	 	 
	 	 	 	(Social Security
    or Tax Identification No.)















  


* The signature on this Assignment of Warrant must correspond to
the name as written upon the face of the Warrant to Purchase Common Stock in every particular without alteration or enlargement
or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s)
and title(s) with such entity.