exv10w1








EXHIBIT
10.1



SUBSCRIPTION AGREEMENT




This subscription agreement (this “Subscription Agreement”) is made as of December 6, 2011 by
and between the investor identified on the signature page hereto (“Purchaser”) and Wireless Ronin
Technologies, Inc., a Minnesota corporation (the “Company”), and the parties hereto agree as
follows:



1. Subscription




	 	(a)	 	Purchaser agrees to buy and the Company agrees to sell and issue to Purchaser
such number of shares of the Common Stock set forth on the signature page hereto (the
“Shares”) for the purchase price set forth thereon. “Common Stock” means the Company’s
common stock, $0.01 par value per share.







	 	(b)	 	The offering and sale of the Shares (the “Offering”) are being made pursuant to
(i) an effective Registration Statement on Form S-3 (File No. 333-161700) (the
“Registration Statement”) filed by the Company with the United States Securities and
Exchange Commission (the “Commission”), including the prospectus contained therein
dated September 29, 2009, (ii) if applicable, certain “free writing prospectuses” (as
that term is defined in Rule 405 under the Securities Act of 1933, as amended, that
have been or will be filed, if required, with the Commission and delivered to the
Purchaser on or prior to the date hereof, containing certain supplemental information
regarding the terms of the Offering and the Company, and (iii) a prospectus supplement
containing certain supplemental information regarding the terms of the Offering that
has been or will be filed with the Commission and delivered to the Purchaser as
required by law.







	 	(c)	 	On December 12, 2011, subject to the satisfaction or waiver of all of the
closing conditions set forth in the Placement Agency Agreement (the “Placement
Agreement”) dated December 6, 2011 by and between the Company and Roth Capital
Partners, LLC (“Roth”), (i) the Purchaser shall pay the aggregate purchase price for
the Shares by delivery of immediately available funds to such Purchaser’s executing
broker’s delivery versus payment account established at Roth, or to another account
allowed by Roth, and (ii) the Company will deliver, or cause to be delivered, to Roth
the Shares by authorizing the release of the Shares to Roth’s clearing firm via DWAC
delivery prior to the release of the federal funds wire to the Company for payment for
such Shares, (iii) Roth will deliver, or cause to be delivered, to the Purchaser, such
Purchaser’s Shares in accordance with the instructions provided by such Purchaser on
its executing broker’s account versus payment for such Shares and (iv) Roth will
deliver, or cause to be delivered, to the Company, the aggregate purchase price for the
Shares, minus applicable fees and disbursements.






2. Company Representations and Warranties. The Placement Agreement contains representations,
warranties, covenants and agreements of the Company that may be relied upon by the Purchaser, which
shall be a third party beneficiary thereof. The Company represents and warrants that a true and
correct copy of the Placement Agreement is attached hereto as Exhibit A. In addition, and
without limiting the generality of the foregoing, the Company represents and warrants that: (a) it
has full right, power and authority to enter into this Subscription Agreement and to perform all of
its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by
and constitutes a valid and binding agreement of the Company enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights and remedies of creditors generally and subject to
general principles of equity; (c) the execution and delivery of this Subscription Agreement and the
consummation of the transactions contemplated hereby will not (i) result in a breach or violation


 


 









 






of any of the terms and provisions of, or constitute a default
under, any law, rule or regulation to which the Company or any subsidiary is subject, or by which
any property or asset of the Company or any subsidiary is bound or affected, (ii) conflict with,
result in any violation or breach of, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any
agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument or
obligation or other understanding to which the Company or any subsidiary is a party of by which any
property or asset of the Company or any subsidiary is bound or affected, or (iii) result in a
breach or violation of any of the terms and provisions of, or constitute a default under, the
Company’s charter or bylaws, except in the case of clauses (i) and (ii) such breaches, violations,
defaults, or conflicts which are not, individually or in the aggregate, reasonably likely to result
in a material adverse effect upon the business, properties, operations, condition (financial or
otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in
its ability to perform its obligations under the Subscription Agreement; (d) the Shares have been
duly authorized for sale and issuance, and when issued and delivered, will be validly issued, fully
paid and nonassessable; (e) the Company has reserved from its duly authorized capital stock the
maximum number of shares of Common Stock issuable pursuant to this Subscription Agreement; (f) all
preemptive rights or rights of first refusal held by shareholders of the Company and applicable to
the transactions contemplated hereby, if any, have been duly satisfied or waived in accordance with
the terms of the agreements between the Company and such shareholders conferring such rights; and
(g) except with respect to the transactions contemplated by the Placement Agreement, this
Subscription Agreement and other subscription agreements entered into pursuant to the Placement
Agreement, the Company has not provided the Purchaser with any material, non-public information.



3. Purchaser Representations, Warranties and Acknowledgments. Purchaser represents and
warrants that: (a) it has full right, power and authority to enter into this Subscription Agreement
and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly
authorized and executed by and constitutes a valid and binding agreement of Purchaser enforceable
in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of
creditors generally; (c) the execution and delivery of this Subscription Agreement and the
consummation of the transactions contemplated hereby do not conflict with or result in a breach of
(i) Purchaser’s certificate of incorporation or by-laws (or other similar governing documents), or
(ii) any material agreement or any law or regulation to which Purchaser is a party or by which any
of its property or assets is bound; (d) prior to the execution hereof, Purchaser has had full
access to and relied only upon (i) the documents referenced in Section 1(b) and (ii) the pricing
and other information contained in this Subscription Agreement; and (e) it has not directly or
indirectly, nor has any person acting on behalf of or pursuant to any understanding with such
Purchaser, disclosed any information regarding the Offering to any third parties (other than its
legal, accounting and other advisors) or engaged in any transactions in the securities of the
Company (including, without limitations, any short sales (as defined in Rule 200(a) of Regulation
SHO) involving the Company’s securities) since the time that such Purchaser was first contacted by
the Company or Roth regarding an investment in the Company. Purchaser covenants that neither it
nor any person acting on its behalf or pursuant to any understanding with it will engage in any
transactions in the securities of the Company (including short sales) prior to the time that the
transactions contemplated by this Subscription Agreement are publicly disclosed.


 


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4. Covenants.




	 	(a)	 	The Company shall, by 8:30 a.m. (New York City time) on the trading day
immediately following the date hereof, issue a press release disclosing the material
terms of the transactions contemplated hereby, and issue a Current Report on Form 8-K
including the
Placement Agreement and form of subscription agreement as exhibits thereto. The
Company agrees that neither the press release nor the Current Report on Form 8-K
will contain the identity of the Purchasers, unless otherwise required by law or any
regulatory agency that regulates the Company. From and after the issuance of such
press release and Current Report on Form 8-K, the Company shall have publicly
disclosed all material, non-public information delivered to the Purchaser by the
Company, if any, or any of its officers or directors in connection with the
transactions contemplated hereby.






5. Miscellaneous.





	 	(a)	 	Roth is serving as placement agent in this transaction and consummation of the
transaction is subject to the terms and conditions of the Placement Agreement.







	 	(b)	 	Except as otherwise provided herein, this Subscription Agreement constitutes
the entire understanding and agreement between the parties with respect to its subject
matter and there are no agreements or understandings with respect to the subject matter
hereof which are not contained in this Subscription Agreement. This Subscription
Agreement may be modified only in writing signed by the parties hereto. The Company
represents and warrants that this Subscription Agreement is and will be the same in all
material respects with other subscription agreements entered into pursuant to or in
connection with the Placement Agreement.







	 	(c)	 	All representations, warranties, and agreements of the Company herein or in the
Placement Agreement shall survive delivery of, and payment for, the Shares purchased
hereunder.







	 	(d)	 	This Subscription Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument and shall become
effective when counterparts have been signed by each party and delivered to the other
parties hereto, it being understood that all parties need not sign the same
counterpart. Execution may be made by delivery of a facsimile or PDF.







	 	(e)	 	The provisions of this Subscription Agreement are severable and, in the event
that any court or officials of any regulatory agency of competent jurisdiction shall
determine that any one or more of the provisions or part of the provisions contained in
this Subscription Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not
affect any other provision or part of a provision of this Subscription Agreement and
this Subscription Agreement shall be reformed and construed as if such invalid or
illegal or unenforceable provision, or part of such provision, had never been contained
herein, so that such provisions would be valid, legal and enforceable to the maximum
extent possible, so long as such construction does not materially adversely affect the
economic rights of either party hereto.




 


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	 	(f)	 	All notices or other communications required or permitted to be provided
hereunder shall be in writing and shall be deemed effectively given: (i) upon personal
delivery to the party to be notified, (ii) when sent by confirmed e-mail, telex or
facsimile if sent during normal business hours of the recipient, if not, then on the
next business day, (iii) five days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt. All
communications shall be sent to the Company or the Purchaser, as applicable, at the
address for such recipient listed on the signature pages hereto or at such other
address as such recipient has designated by two days advance written notice to the
other parties hereto.







	 	(g)	 	This Subscription Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York for contracts to be wholly performed in such
state and without giving effect to the principles thereof regarding the conflict of
laws. To the extent determined by such court, the prevailing party shall reimburse the
other party for any reasonable legal fees and disbursements incurred in enforcement of,
or protection of, any of its rights under this Subscription Agreement.






[Signature Pages Follow]




 


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IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement effective as
of the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WIRELESS RONIN TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Wireless Ronin Technologies, Inc.

5929 Baker Road, Suite 475

Minnetonka, MN 55345

Attention: Darin P. McAreavey

Facsimile: (952) 974-7887	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	With a copy to:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Briggs and Morgan, P.A.

2200 IDS Center

80 S. 8th Street

Minneapolis, MN 55402

Attention: Brett D. Anderson

Facsimile: (612) 977-8650	 	 





[SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT]



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 	 	(Print Name of Purchaser)
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 






	 	 	 	 	 
	Number of Shares:

	 	 
 

	 	 






	 	 	 	 	 
	Purchase Price Per Share:

	 	 
 

	 	 






	 	 	 	 	 
	Aggregate Purchase Price:

	 	 
 

	 	 






[SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT]



 


 









 







EXHIBIT A




PLACEMENT AGENCY AGREEMENT