EXHIBIT 10.32
 SUBSCRIPTION AGREEMENT
 
  Investor Company
 Agreement
 Units Share Shares Common Stock Warrant Warrants Warrant Ratio Purchase Price Warrant Shares Offered Securities
 Offering Registration Statement Commission Base Prospectus Act Issuer Free
Writing Prospectus Prospectus Supplement Prospectus




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Annex I Placement Agent
 check one
 i.e.
      2




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IT IS THE INVESTORS RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE
PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR WIRE
TRANSFER TO THE COMPANY IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE
PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY
MANNER, THE UNITS MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED
FROM THE CLOSING ALTOGETHER, AT THE COMPANYS DISCRETION.
    
 Disclosure Package Offering
Information
  3




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4




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Number of Units:Purchase Price Per Unit:
    
    $
    1.25Aggregate Purchase Price:
    

$
   EXACT NAME OF INVESTORBy:Print Name:Title:Address: 
 WIRELESS RONIN TECHNOLOGIES, INC.By:Name:
    Darin P. McAreaveyTitle:
    Vice President and Chief Financial Officer 5




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ANNEX I
 TERMS AND CONDITIONS FOR PURCHASE OF UNITS
 Agreement
 1. Authorization and Sale of the Units
  2. Agreement to Sell and Purchase the Units; Placement Agent
 Annex I Signature Page
 Other Investors Investors Agreements
 Placement Fee
 Placement Agreement
 3. Closings and Delivery of the Units and Funds
 Closing Closing Closing Date
 Annex I-1




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Exchange Act Exhibit A
 Conditions to the Obligations of the Parties
 Conditions to the Companys Obligations
 Conditions to the Investors Obligations
 Delivery of Funds
 Annex I-2




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Delivery Versus Payment through DTC.
 Wire Transfer Delivery.
 Delivery of Shares
 Delivery Versus Payment through DTC
 Wire Transfer Delivery
 Annex I-3




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4. Representations, Warranties and Covenants of the Investor
      Annex I-4




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Short Sales
 5. Survival of Representations, Warranties and Agreements; Third Party Beneficiary
  6. Notices
  Annex I-5




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with copies to:
 th
  7. Changes
  8. Headings
  9. Severability
  10. Governing Law
  11. Execution, Counterparts and Delivery of the Prospectus Supplement
  Annex I-6




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12. Confirmation of Sale
  13. Press Release
  14. Termination.
   Annex I-7




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Exhibit A
 WIRELESS RONIN TECHNOLOGIES, INC.
INVESTOR QUESTIONNAIRE
 Section 3 Annex I PLEASE COMPLETE VERY CAREFULLY. THE COMPANY WILL INSTRUCT ITS TRANSFER
AGENT TO ISSUE SHARES ELECTRONICALLY TO THE CLEARING BROKER (THE DTC PARTICIPANT) SPECIFIED BELOW.
IT WILL BE YOUR CLEARING BROKERS RESPONSIBILITY TO PULL THE SHARES FROM DTC.
 1.
    
    The exact name in which your Units are to be registered. You may use a nominee name if
appropriate:2.
    
    The relationship between the Investor and the registered holder listed in response to item 1
above:3.
    
    The mailing address of the registered holder listed in response to item 1 above:Fax:4.
    
    The Social Security Number or Tax Identification Number of the registered holder listed in
the response to item 1 above:5.
    
    Name of DTC Participant (broker-dealer at which the account or accounts to be credited with
the Shares are maintained):6.
    
    DTC Participant Number:7.
    
    Name of Account at DTC Participant being credited with the Shares:8.
    
    Account Number at DTC Participant being credited with the Shares:
 A-1




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Exhibit B
 WARRANT AGREEMENT
 WIRELESS RONIN TECHNOLOGIES, INC.
 WARRANT TO PURCHASE SHARES OF COMMON STOCK
  VOID AFTER NOVEMBER 19, 2013
 Holder Company Common
Stock Warrant Warrants Subscription Agreement
 DEFINITIONS
 Eligible Market
 Exercise Period
 Exercise Price Section 4
 Exercise Shares
 Trading Day
 Trading Market
 EXERCISE OF WARRANT
 B-1




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Transfer Agent
   COVENANTS OF THE COMPANY
 COVENANTS AS TO EXERCISE SHARES
 B-2




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NO IMPAIRMENT
 NOTICES OF RECORD DATE AND CERTAIN OTHER EVENTS Section 6
 ADJUSTMENT OF EXERCISE PRICE AND SHARES
  Section 4
 B-3




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FRACTIONAL SHARES
 FUNDAMENTAL TRANSACTIONS
 B-4




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NO STOCKHOLDER RIGHTS Section 3.3
 TRANSFER OF WARRANT
 LOST, STOLEN, MUTILATED OR DESTROYED WARRANT
 NOTICES, ETC.
 B-5




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ACCEPTANCE
 GOVERNING LAW
 AMENDMENT OR WAIVER
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 B-6




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WIRELESS RONIN TECHNOLOGIES, INC.By:Name:
    Darin P. McAreaveyTitle:
    Vice President and Chief Financial OfficerBaker Technology Plaza
5929 Baker Road, Suite 475
Minnetonka, MN 55345 B-7




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Common Stock Company
  
  
  
  
   Dated:(Signature of Holder)(Printed Name of Holder)
 B-8




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Name:(Please Print)Address:(Please Print)
  Holders Signature:Holders Address:
  B-9