to the Company at its address set forth on the signature page hereto (or at such other addressas it may designate by notice in writing to the Holder):               (A) An executed Notice of Exercise in the form attached hereto;               (B) Payment of the Exercise Price in cash or by check; and               (C) This Warrant.     Execution and delivery of the Notice of Exercise shall have the same effect as cancellation ofthe original Warrant and issuance of a new Warrant evidencing the right to purchase the remainingnumber of Exercise Shares, if any.     Certificates for Exercise Shares purchased hereunder shall be transmitted by the Company’stransfer agent (the “**Transfer Agent**”) to the Holder by crediting the account of the Holder’s primebroker with the Depository Trust & Clearing Corporation through its Deposit Withdrawal AgentCommission system if the Company is a participant in such system, and otherwise by physicaldelivery to the address specified by the Holder in the Notice of Exercise within three (3) businessdays from the delivery to the Company of the Notice of Exercise, surrender of this Warrant andpayment of the aggregate Exercise Price as set forth above. This Warrant shall be deemed to havebeen exercised on the date the latest of the Warrant, Notice of Exercise and Exercise Price arereceived by the Company.     The person in whose name any certificate or certificates for Exercise Shares are to be issuedupon exercise of this Warrant shall be deemed to have become the holder of record of such shares onthe date on which the Notice of Exercise was delivered, this Warrant was surrendered and payment ofthe Exercise Price was made, irrespective of the date of delivery of such certificate orcertificates, except that, if the date of such surrender and payment is a date when the stocktransfer books of the Company are closed, such person shall be deemed to have become the holder ofsuch shares at the close of business on the next succeeding date on which the stock transfer booksare open.     Upon any partial exercise of this Warrant, the Company, at its expense, will forthwith and, inany event within five business days, issue and deliver to the Holder a new warrant or warrants oflike tenor, registered in the name of the Holder, exercisable during the balance of the ExercisePeriod, in the aggregate, for the balance of the number of shares of Common Stock remainingavailable for purchase under this Warrant.     3. COVENANTS OF THE COMPANY.          3.1 COVENANTS AS TO EXERCISE SHARES. The Company covenants and agrees that allExercise Shares that may be issued upon the exercise of the rights represented by this Warrantwill, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free fromall taxes, liens (other than those imposed by the Holder) and charges with respect to the issuancethereof. The Company further covenants and agrees that the Company will at all times during theExercise Period, have authorized and reserved, free from preemptive rights, a sufficient number ofshares of Common Stock to provide for the exercise of the rights represented by this Warrant. Ifat any time during the Exercise Period the number of
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authorized but unissued shares of Common Stock shall not be sufficient to permit exercise ofthis Warrant, the Company will take such corporate action as may, in the opinion of its counsel, benecessary to increase its authorized but unissued shares of Common Stock to such number of sharesas shall be sufficient for such purposes.          3.2 NO IMPAIRMENT. Except and to the extent as waived or consented to by the holderof the Warrants representing at least a majority of the number of shares of Common Stock thensubject to outstanding Warrants, the Company will not, by amendment of its Articles ofIncorporation or through any reorganization, transfer of assets, consolidation, merger,dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid theobservance or performance of any of the terms to be observed or performed hereunder by the Company,but will at all times in good faith assist in the carrying out of all the provisions of thisWarrant and in the taking of all such action as may be necessary or appropriate in order to protectthe exercise rights of the Holder against impairment.          3.3 NOTICES OF RECORD DATE AND CERTAIN OTHER EVENTS. In the event of any taking bythe Company of a record of the holders of any class of securities for the purpose of determiningthe holders thereof who are entitled to receive any dividend or other distribution, the Companyshall mail to the Holder, at least twenty (20) days prior to the date on which any such record isto be taken for the purpose of such dividend or distribution, a notice specifying such date. Inthe event of any voluntary dissolution, liquidation or winding up of the Company, the Company shallmail to the Holder, at least twenty (20) days prior to the date of the occurrence of any suchevent, a notice specifying such date. In the event the Company authorizes or approves, enters intoany agreement contemplating, or solicits stockholder approval for any Fundamental Transaction, asdefined in Section 6 herein, the Company shall mail to the Holder, at least twenty (20)days prior to the date of the occurrence of such event, a notice specifying such date.     4. ADJUSTMENT OF EXERCISE PRICE AND SHARES.     In the event of changes in the outstanding Common Stock of the Company by reason of stockdividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares,separations, reorganizations, liquidations, consolidation, acquisition of the Company (whetherthrough merger or acquisition of substantially all the assets or stock of the Company), or thelike, the number, class and type of shares available under this Warrant in the aggregate and theExercise Price shall be correspondingly adjusted to give the Holder of this Warrant, on exercisefor the same aggregate Exercise Price, the total number, class, and type of shares or otherproperty as the Holder would have owned had this Warrant been exercised prior to the event and hadthe Holder continued to hold such shares until the event requiring adjustment. The form of thisWarrant need not be changed because of any adjustment in the number of Exercise Shares subject tothis Warrant.     Upon the occurrence of each adjustment pursuant to this Section 4, the Company at itsexpense will, at the written request of the Holder, promptly compute such adjustment in accordancewith the terms of this Warrant and prepare a certificate setting forth such adjustment, including astatement of the adjusted Exercise Price and adjusted number or type of Exercise Shares or othersecurities issuable upon exercise of this Warrant (as applicable), describing the
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transactions giving rise to such adjustments and showing in detail the facts upon which suchadjustment is based. Upon written request, the Company will promptly deliver a copy of each suchcertificate to the Holder.     5. FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of thisWarrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (includingfractions) issuable upon exercise of this Warrant may be aggregated for purposes of determiningwhether the exercise would result in the issuance of any fractional share. If, after aggregation,the exercise would result in the issuance of a fractional share, the Company shall, in lieu ofissuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cashequal to the product resulting from multiplying the then current fair market value of an ExerciseShare by such fraction.     6. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i)the Company effects any merger of the Company with or into another entity and the Company is notthe surviving entity, (ii) the Company effects any sale of all or substantially all of its assetsin one or a series of related transactions, (iii) any tender offer or exchange offer (whether bythe Company or by another individual or entity, and approved by the Company) is completed pursuantto which holders of Common Stock are permitted to tender or exchange their shares of Common Stockfor other securities, cash or property or (iv) the Company effects any reclassification of theCommon Stock or any compulsory share exchange pursuant to which the Common Stock is effectivelyconverted into or exchanged for other securities, cash or property (other than as a result of asubdivision or combination of shares of Common Stock covered by Section 4 above) (in any such case,a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shallhave the right to receive the number of shares of Common Stock of the successor or acquiringcorporation or of the Company and any additional consideration (the “Alternate Consideration”)receivable upon or as a result of such reorganization, reclassification, merger, consolidation ordisposition of assets by a holder of the number of shares of Common Stock for which this Warrant isexercisable immediately prior to such event (disregarding any limitation on exercise containedherein solely for the purpose of such determination). For purposes of any such exercise, thedetermination of the Exercise Price shall be appropriately adjusted to apply to such AlternateConsideration based on the amount of Alternate Consideration issuable in respect of one share ofCommon Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Priceamong the Alternate Consideration in a reasonable manner reflecting the relative value of anydifferent components of the Alternate Consideration. If holders of Common Stock are given anychoice as to the securities, cash or property to be received in a Fundamental Transaction, then theHolder shall be given the same choice as to the Alternate Consideration it receives upon anyexercise of this Warrant following such Fundamental Transaction. To the extent necessary toeffectuate the foregoing provisions, any successor to the Company or surviving entity in suchFundamental Transaction shall issue to the Holder a new warrant consistent with the foregoingprovisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, then theCompany or any successor entity shall at the Holder’s option, exercisable at any time concurrentlywith or within thirty (30) days after the consummation of the Fundamental Transaction, purchasethis Warrant from the Holder by paying to the Holder an amount of cash equal to the value of thisWarrant as determined in accordance with the Black Scholes Option
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Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share ofCommon Stock equal to the Volume-Weighted Average Price of the Common Stock for the Trading Dayimmediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) arisk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remainingterm of this Warrant as of the date of consummation of the applicable Fundamental Transaction and(iii) an expected volatility equal to the lesser of (1) the thirty (30) day volatility obtainedfrom the “HVT” function on Bloomberg L.P. determined as of the end of the Trading Day immediatelyfollowing the public announcement of the applicable Fundamental Transaction or (2) 70%. The termsof any agreement pursuant to which a Fundamental Transaction is effected shall include termsrequiring any such successor or surviving entity to comply with the provisions of this Section 6and ensuring that this Warrant (or any such replacement security) will be similarly adjusted uponany subsequent transaction analogous to a Fundamental Transaction.     7. NO STOCKHOLDER RIGHTS. Other than as provided in Section 3.3, this Warrantin and of itself shall not entitle the Holder to any voting rights or other rights as a stockholderof the Company.     8. TRANSFER OF WARRANT. Subject to applicable laws and the restriction on transferset forth in the Subscription Agreement, this Warrant and all rights hereunder are transferable, bythe Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form ofassignment attached hereto to any transferee designated by Holder. The transferee shall sign aninvestment letter in form and substance reasonably satisfactory to the Company and its counsel. Anyproposed transfer of all or any portion of this Warrant in violation of the provisions of thisWarrant or the Subscription Agreement shall be null and void. Upon surrender of this Warrant anddelivery of an assignment, the Company shall execute and deliver a new Warrant or Warrants in thename of the transferee or transferees, as applicable, and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the transferor a new Warrantevidencing the portion of this Warrant not so assigned, and this Warrant shall promptly becancelled.     9. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen,mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it mayreasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated ordestroyed. Any such new Warrant shall constitute an original contractual obligation of the Company.     10. NOTICES, ETC.. All notices required or permitted hereunder shall be in writingand shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b)when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, ifnot, then on the next business day, (c) five days after having been sent by registered or certifiedmail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationallyrecognized overnight courier, specifying next day delivery, with written verification of receipt.All communications shall be sent to the Company at the address listed on the signature page heretoand to Holder at the applicable address set forth on the applicable signature page to
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the Subscription Agreement or at such other address as the Company or Holder may designate byten (10) days advance written notice to the other parties hereto.     11. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance ofand agreement to all of the terms and conditions contained herein.     12. GOVERNING LAW. This Warrant and all rights, obligations and liabilities hereundershall be governed by, and construed in accordance with, the internal laws of the State ofMinnesota, without giving effect to the principles of conflicts of law that would require theapplication of the laws of any other jurisdiction.     13. AMENDMENT OR WAIVER. Any term of this Warrant may be amended or waived (eithergenerally or in a particular instance and either retroactively or prospectively) with the writtenconsent of the Company and the holders of the Warrants representing at least a majority of thenumber of shares of Common Stock then subject to outstanding Warrants.*[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]*
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     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorizedofficer as of November 19, 2010.      WIRELESS RONIN TECHNOLOGIES, INC.