Exhibit 10.1


 





SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement
(this “Agreement”) is dated as of August 18, 2014, by and among Wireless Ronin Technologies, Inc., a Minnesota
corporation (the “Company”), and the parties indicated as Purchasers on one or more counterpart signature pages
hereof (each of which is a “Purchaser,” and collectively the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements
of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to
issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities
of the Company as more fully described in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser hereby agree as follows:


 


ARTICLE
I.


DEFINITIONS


 


1.1          Definitions. In addition to the terms defined elsewhere in this Agreement, (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following
terms have the meanings set forth in this Section 1.1:


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the Board of Directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Certificate
of Designation” means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary
of State of Minnesota, in the form of Exhibit A attached hereto


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii)
the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later
than the third Trading Day following the date hereof.


 






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“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock.


 


“Company
Counsel” means Maslon Edelman Borman & Brand, LLP, with offices located at 3300 Wells Fargo Center, 90 South Seventh
Street, Minneapolis, Minnesota 55402.


 


“Conversion
Price” shall have the meaning ascribed to such term in the Certificate of Designation.


 


“Conversion
Shares” shall have the meaning ascribed to such term in the Certificate of Designation.


 


“Cut
Back” shall have the meaning ascribed to such term in Section 4.3.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Effective
Date” means the earliest of the date that (a) the Resale Registration Statement has been declared effective by the Commission,
(b) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement
for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale
restrictions or (c) following the one-year anniversary of the Closing Date provided that a holder of Underlying Shares is not
an Affiliate of the Company, all of the Underlying Shares may be sold pursuant to an exemption from registration under Section
4(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing
written unqualified opinion that resales may then be made by such holders of the Underlying Shares pursuant to such exemption
which opinion shall be in form and substance reasonably acceptable to such holders.


 


“Exchange
Act” means the Securities Exchange Act of 1934, and the rules and regulations thereunder.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(q).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 






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“Per
Share Purchase Price” equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred
Stock” means the Company’s Series A Convertible Preferred Stock issued hereunder having the rights, preferences
and privileges set forth in the Certificate of Designation.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.6.


 


“Registration
Expenses” shall have the meaning ascribed to such term in Section 4.4.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Resale
Registration Statement” shall have the meaning ascribed to such term in Section 4.2.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Preferred Stock, the Warrants and the Underlying Shares.


 


“Securities
Act” means the Securities Act of 1933, and the rules and regulations thereunder.


 


“Shareholder
Approval” means the approval of the shareholders of the Company as required by applicable law to increase the number
of the authorized shares of Common Stock in a sufficient amount to permit the issuance of all Underlying Shares, and the filing
by the Company of articles of amendment with the Minnesota Secretary of State effecting such increase.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock). 


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Preferred Stock and Warrants purchased hereunder
as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds.


 






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“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct
or indirect subsidiary of the Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, the OTC Bulletin Board or the OTC Markets (e.g., OTCQX or OTCQB), or any successors to any of the foregoing.


 


“Transaction
Documents” means this Agreement, the Certificate of Designation, the Warrants, all exhibits and schedules thereto and
any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Underlying
Shares” means the Conversion Shares and the Warrant Shares.


 


“Warrants”
means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section
2.2(a) hereof, which Warrants shall be in the form of Exhibit B attached hereto.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 


ARTICLE
II.


PURCHASE AND SALE


 


2.1           Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, an aggregate minimum of $5,000,000 and up to an aggregate maximum of $7,000,000 of (i) shares of Preferred
Stock at the Per Share Purchase Price, and (ii) Warrants as determined pursuant to Section 2.2(a)(iv). Each Purchaser shall deliver
to the Company, via wire transfer of immediately available funds equal to such Purchaser’s Subscription Amount as set forth
on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective shares
of Preferred Stock and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the
other items set forth in Section 2.2 at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2
and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.


 


2.2           Deliveries.


 


(a)          On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)        this
Agreement duly executed by the Company;


 






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(ii)       a
certificate registered in the name of such Purchaser evidencing a number of shares of Preferred Stock purchased by such Purchaser;


 


(iii)      evidence
of the filing and acceptance of the Certificate of Designation from the Secretary of State of Minnesota;


 


(iv)      a
Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s
Subscription Amount for the Preferred Stock divided by the Conversion Price; and


 


(v)       a
legal opinion from Company Counsel, in customary form and substance for transactions of the nature contemplated by this Agreement.


 


(b)         On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)         this
Agreement duly executed by such Purchaser; and


 


(ii)        such
Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.


 


2.3           Closing
Conditions.


 


(a)         The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)         the
accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)        all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed;


 


(iii)       there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(iv)      the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)         The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i)         the
accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein);


 


(ii)        all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed;


 






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(iii)       the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)      there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(v)       the
filing with the Delaware Secretary of State of a certificate of merger relating to the merger transaction with Creative Realities,
LLC shall be a condition to the Closing; provided, however, that the Closing shall be deemed to have occurred prior to the effective
time of such merger.


 


ARTICLE
III.


REPRESENTATIONS AND WARRANTIES


 


3.1           Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:


 


(a)          Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the
issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references
to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 


(b)         Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).


 






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(c)          Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, the Board of Directors or the Company’s shareholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


(d)          No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon
any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(e)          Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
any filings with the Commission pursuant to Sections 4.1 and 4.2, (ii) the notice and/or application(s) to each applicable Trading
Market for the issuance and sale of the Securities and the listing of the Shares and Underlying Shares for trading thereon in
the time and manner required thereby, (iii) the filing of Form D with the Commission and such filings as are required to be made
under applicable state securities laws, and (iv) the Shareholder Approval (collectively, the “Required Approvals”).


 






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(f)          Issuance
of the Securities. The Preferred Shares are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by
the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued
in accordance with the terms of the Transaction Documents and upon obtaining the Shareholder Approval, will be validly issued,
fully paid and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided
for in the Transaction Documents.


 


(g)          Capitalization.
The capitalization of the Company as of August 8, 2014 is as set forth on Schedule 3.1(g) (which capitalization includes
an estimate of the issuance of shares of Common Stock issuable in connection with the conversion of certain outstanding debt of
the Company and the pending merger of the Company’s wholly owned subsidiary, WRT Acquisition, LLC, with and into Creative
Realities, LLC). The Company has not issued any capital stock since that date except as may be disclosed in SEC Reports, other
than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or
exercise of Common Stock Equivalents disclosed on Schedule 3.1(g) or in SEC Reports. No Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into
or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or
contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue
additional shares of Common Stock or Common Stock Equivalents, except as set forth on Schedule 3.1(g). Except as set forth
on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock
or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such securities.


 


(h)          SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the
SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and
the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.


 






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(i)          Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse
Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company
has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other
property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information.


 


(j)          Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the
Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse
Effect. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(k)          Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has
the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
is set forth on Schedule 3.1(k) or as otherwise could not have or reasonably be expected to result in a Material Adverse
Effect.


 






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(l)          Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially interfere with the use made and proposed to
be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes,
for which appropriate reserves have been made in accordance with GAAP and, the payment of which is neither delinquent nor subject
to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid,
subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(m)          Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports
and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual
Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two years
from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial
statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property
Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material
Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure
to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(n)          Fees.
Except for Merriman Capital, Inc., no brokerage or finder’s fees or commissions are or will be payable by the Company or
any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by the Transaction Documents.


 


(o)          Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Preferred Stock, Warrants and Underlying Shares by the Company
to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and
regulations of the Trading Market.


 


(p)          Disclosure.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in Section 3.2.


 






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(q)          Indebtedness.
Schedule 3.1(p) sets forth as of August 11, 2014 all outstanding secured and unsecured Indebtedness of the Company or any
Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to
be capitalized in accordance with GAAP. Except as set forth on Schedule 3.1(p), neither the Company nor any Subsidiary
is in default with respect to any Indebtedness.


 


(r)          Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim.


 


(s)          Stock
Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value
of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted
under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has
been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of
stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries
or their financial results or prospects.


 


Each
Purchaser, for itself and for no other Purchaser, acknowledges and agrees that the representations contained in Section 3.1 shall
not modify, amend or affect the Company’s right to rely on such Purchaser’s representations and warranties contained
in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument
executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.


 






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3.2           Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


 


(a)          Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporation or formation, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents
and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all
necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each
Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against
it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)          Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation
and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or
otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder
in the ordinary course of its business. Such Purchaser understands that the Preferred Stock, Warrants and Underlying Shares are
“restricted securities” and have not been registered under the Securities Act or any applicable state securities law
and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such
Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention
of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct
or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities
in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such
Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable
federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)          Opportunity
to Obtain Information. Such Purchaser acknowledges that representatives of the Company have made available to such Purchaser
the opportunity to review the books and records of the Company and its Subsidiaries and to ask questions of and receive answers
from such representatives concerning the business and affairs of the Company and its Subsidiaries.


 


(d)          Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it converts any shares of Preferred Stock or exercises any Warrants, it will be an “accredited investor” as
defined in Rule 501 under the Securities Act.


 






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(e)          Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(f)          General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


 


(g)          Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that
such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting
forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage
separate portions of such Purchaser’s assets and the portfolio managers have no knowledge of the investment decisions made
by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only
apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the
Securities covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality
of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE
IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1           Shareholder
Approval. Promptly after the Closing Date (but in no event later than 30 days after the consummation of the merger transaction
with Creative Realities, LLC), the Company shall duly call and hold a meeting of its shareholders for the purpose of obtaining
the Shareholder Approval, and will thereafter promptly prepare and file articles of amendment with the Minnesota Secretary of
State effecting such increase; provided, however, that the Company shall be permitted to hold its shareholder meeting later than
30 days after the Closing Date as a result of comments received from the Commission in relation to the Company’s proxy statement
so long as the Company uses commercially reasonable efforts to respond to such comments and hold the shareholder meeting as promptly
as practicable.


 






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4.2           Resale
Registration Statement. As soon as practicable after receipt of the Shareholder Approval, the Company shall use its commercially
reasonable efforts to effect the registration, qualification and compliance (including without limitation the execution of an
undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws
and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements
or regulations) to permit or facilitate the sale and distribution of all of the Underlying Shares (such registration statement,
the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any
action to effect any such registration, qualification or compliance:


 


(a)          In
any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting
such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act;


 


(b)          If
the Company shall furnish to the Purchasers a certificate, signed by the Chairman of the Board of the Company, stating that in
the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for the Resale Registration
Statement to be filed at such time, then the Company’s obligation to commence the actions described in this Section 4.2(b)
shall be deferred for a period not to exceed 90 days from the date of such certificate; provided, however, that the Company may
not utilize this right more than once; or


 


(c)          If
a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale
Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration
Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with
respect to any Underlying Shares of any other Purchasers.


 


Once
declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering
the resale of the Underlying Shares effective during the period beginning on its effective date until the earlier of (i) such
time as all of the Underlying Shares shall have been sold or (ii) no Conversion Shares issued or issuable upon conversion of the
Preferred Stock remain unsold and at least two years have passed since the Closing.


 


4.3           Cut-Back.
If, for any reason, the Commission (including an independent determination by the Company, in consultation with Company Counsel,
based on existing written guidance or applicable rules of the Commission) or an underwriter participating in an underwritten primary
offering conducted pursuant to the Resale Registration Statement requires that the number of Underlying Shares to be registered
for resale pursuant to the Resale Registration Statement be reduced, then such reduction (the “Cut Back”) shall
be allocated pro rata among the Purchasers whose shares have been included in the Resale Registration Statement and any other
holders of Common Stock that have exercised their right to require the Company to register for resale such Common Stock on the
Resale Registration Statement, until the reduction so required shall have been effected. At the discretion of the Company, the
Cut Back may be effected first among one particular type of Underlying Shares (e.g., Warrant Shares first, and then Conversion
Shares).


 






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4.4           Expenses.
All expenses incurred by the Company in complying with Section 4.2 or 4.3, including without limitation all registration and filing
fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees
and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky”
laws, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.”
The Company will pay all Registration Expenses in connection with the Resale Registration Statement.


 


4.5           Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes
and to fund the general corporate purposes of the Company and its Subsidiaries.


 


4.6           Indemnification
of Purchasers. Subject to the provisions of this Section 4.6, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is
not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Party may have with any such shareholder or any violations by such
Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel, or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel in the aggregate (i.e.,
for all Purchaser Parties). The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement
by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed,
or (z) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in
the other Transaction Documents.


 






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4.7           Reservation
of Securities; Reporting Status. After receipt of the Shareholder Approval, the Company shall maintain a reserve from its
duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required
to issue all of the Underlying Shares. In addition, from and after the date hereof and for so long as any Preferred Stock remains
issued and outstanding, the Company will continue to file SEC Reports with the Commission and use commercially reasonable efforts
to maintain its listing or quotation on a Trading Market.


 


4.8           Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced by the Company. 
Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company, such Purchaser will maintain the confidentiality of the
existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules.


 


4.9           Transfer
Restrictions.


 


(a)          The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any
Securities other than pursuant to an effective Resale Registration Statement or Rule 144, or to the Company, the Company may require
the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to
the Company (the fees and expenses of which shall be paid by such Purchaser), the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities
under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this
Agreement and shall have the rights and obligations of a Purchaser under this Agreement.


 


(b)          The
Purchasers agree to the imprinting, so long as is required by this Agreement, of a legend on any of the Preferred Stock, Warrants
and Underlying Shares in the following form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED
BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 






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(c)          Certificates
evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section 4.9(b) hereof): (i) while
a registration statement (including the Resale Registration Statement) covering the resale of such security is effective under
the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, or (iii) if such legend is not required
under applicable requirements of the Securities Act. The Company shall cause its counsel to issue a legal opinion to the Company’s
transfer agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder.
If all or any shares of Preferred Stock are converted or any portion of a Warrant is exercised at a time when the Resale Registration
Statement is effective to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or
if such legend is not otherwise required under applicable requirements of the Securities Act, then such Underlying Shares shall
be issued free of all legends.


 


(d)          Each
Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities
pursuant to either the registration requirements of the Securities Act, including, if the sale is being effected pursuant to a
registration statement (including the Resale Registration Statement), the plan of distribution contained within such registration
statement and any applicable prospectus-delivery requirements, or an exemption therefrom.


 


4.10           Right
to Board Appointment. The paragraphs below set forth the agreement of the Company and the Purchasers regarding the right of
the holders of Preferred Stock to appoint and nominate one person to serve on the Board of Directors.


 


(a)          Promptly
after the Closing, the Company shall take such action as is required to increase the size of the Board of Directors (i.e., through
action of the Board of Directors or by vote of the shareholders of the Company). Effective immediately upon the increase in the
size of the Board of Directors, but subject to the requirements of paragraph (d) below, the holders of Preferred Stock (other
than such holders who have waived this right as provided in paragraph (f) below) will have the right, but not the obligation,
to appoint one person to serve as a director on the Board of Directors (the “Preferred Director”). Upon such
appointment, effected by written consent or action of the holders of at least a majority of the outstanding shares of Preferred
Stock (other than those holders who have waived this right as provided in paragraph (f) below), and the effectiveness of the increase
in the size of the Board of Directors, the Company and the Board of Directors will take such action as is required to cause such
appointee to be appointed as a director of the Company, subject, however, to the requirements of paragraph (d) below.


 


(b)          At
each meeting of the shareholders of the Company held after the date of this Agreement, but subject to the requirements of paragraph
(d) below, the Company shall cause the nomination of a Preferred Director (to the extent that such Preferred Director would be
up for election at such time) or a different appointee designated by the holders of at least a majority of the outstanding shares
of Preferred Stock (other than holders who have waived this right as provided in paragraph (f) below), in connection with any
proxy statement pursuant to which the Company intends to solicit shareholders with respect to the election of directors, and shall
have the Board of Directors recommend in connection with such proxy statement that the shareholders of the Company vote for the
election of each Preferred Director up for election at such time. Subject to the requirements of paragraph (d) below, if a Preferred
Director or different appointee designed by the holders of Preferred Stock is not elected by the shareholders then the Company,
then the Board of Directors will take such action as is required to cause the appointment of such Preferred Director (or different
appointee designated by the holders of Preferred Stock).


 






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(c)          Subject
to the requirements of paragraph (d) below, the holders of Preferred Stock (other than those holders who have waived this right
as provided in paragraph (f) below) will retain the right to appoint and nominate a Preferred Director under this Section 4.10
for so long as (i) at least a majority of all Preferred Stock sold under this Agreement remains issued and outstanding, and (ii)
such issued and outstanding Preferred Stock possesses total voting power representing at least 10% of the total voting power of
all issued and outstanding capital stock of the Company. Upon such time as the above requirements are no longer satisfied, the
Company may request that the Preferred Director then serving on the Board of Directors resign, and the holders of Preferred Stock
shall thereupon cause such directors to resign immediately from the Board of Directors.


 


(d)          The
election and appointment of each Preferred Director shall be subject to all legal requirements and the Company’s reasonable
governance standards regarding service as a director of the Company, and to the reasonable approval of the Board of Directors
or committee thereof that has been charged with evaluating nominees to the Board of Directors; provided, however, that the Company
shall use reasonable efforts to seek such approval in a reasonably prompt manner, and in no event later than the next regularly
scheduled meeting of the Board of Directors or such committee, following the giving of notice from the holders of Preferred Stock
to the Company in which a sitting or prospective Preferred Director is designated. In addition, unless otherwise approved by a
majority of the independent directors then serving on the Board of Directors, no Preferred Director shall be an officer, director,
holder of five percent or more of the equity of, significant financier (including a lender) for, or a consultant to, any Person
that competes with the business of the Company or its subsidiaries.


 


(e)          If,
prior to the end of the term of a Preferred Director, a vacancy in the office of such director shall occur by reason of death,
resignation, removal or disability, or for any other cause, such vacancy shall be filled by the Purchasers with another Preferred
Director, and the Purchasers shall have the right to replace the Preferred Director, at any time, with or without cause.


 


(f)          Any
holder of Preferred Stock may individually waive its right under this Section 4.10 pursuant to a writing executed by such holder
and delivered to the Company. Any such waiver will be binding upon the assigns to whom or to which such waiving holder may transfer
his, her or its Preferred Stock.


 






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ARTICLE
V.


GENERAL PROVISIONS


 


5.1           Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before 30 days of the date hereof; provided, however, that no such termination will affect the
right of any party to sue for any breach by any other party (or parties).


 


5.2           Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent
fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.


 


5.3           Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4           Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (Minneapolis,
Minnesota time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading
Day or later than 5:30 p.m. (Minneapolis, Minnesota time) on any Trading Day, (c) the second Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached
hereto.


 


5.5           Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchasers holding at least 50% in interest of the Securities based on the
initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


5.6           Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 






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5.7           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser. Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns
or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities,
by the provisions of the Transaction Documents that apply to the “Purchasers.” The right under Section 4.10 shall
automatically transfer to successive permitted acquirers of Preferred Stock.


 


5.8           Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except for the Purchasers.


 


5.9           Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
conflicts-of-law principles thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York, New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then the prevailing
party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


5.10         Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for a one-year
period after the Closing Date.


 


5.11         Execution.
This Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood
that the parties need not sign the same counterpart. If any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 






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5.12         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13         Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.14         Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with
the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do
so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each
other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively
and not between and among the Purchasers.


 


5.15         Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.16         Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto.


 


5.17         WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


*
* * * * * *





 






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IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


WIRELESS
RONIN TECHNOLOGIES, INC.


 





	By:  	/s/ Scott Koller	 
	Name:	 Scott Koller	 
	Title:  	President and CEO	 







 


Address
for Notice:


 


5929
Baker Road, Suite 475


Minnetonka,
Minnesota 55345


Facsimile:
(952) 974-7887





 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]





 






    	22



    	 



    

 


[PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


Name
of Purchaser: 


 


Signature
of Authorized Signatory of Purchaser:                                                                                                          


 


Name
of Authorized Signatory:                                                                                                                                          


 


Title
of Authorized Signatory:                                                                                                                                            


 


Email
Address of Authorized Signatory:                                                                                                                          


 


Facsimile
Number of Authorized Signatory:                                                                                                                     


 


Address
for Notice to Purchaser:


 


                                                                                                                                                                                                  


  


Address
for Delivery of Preferred Stock and Warrants to Purchaser (if not same as address for notice):


 


                                                                                                                                                                                                 


  


Subscription
Amount: $                                  


 


Shares
of Preferred Stock:                               


 


Warrant
Shares:                                                


 


EIN
Number:                                                      


 


DWAC
Instructions – Broker no:                                        
 Account no:                               


 


 


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