SUBSCRIPTION AGREEMENT by WIRELESS RONIN TECHNOLOGIES INC

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Company: WIRELESS RONIN TECHNOLOGIES INC
SEC CIK: 1356093
SEC Type: EX-10.1
SIC Code: 7373
SIC Industry: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN
Date Filed: 2013-03-05

Date Filed: 
03/05/2013
SKU: RDPKMD-D-1Y1A-3
EX-10.1

Exhibit 10.1

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement”) is made as of March 4, 2013 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 units (the “Units”) set forth on the signature page hereto for the purchase price set forth on the signature page hereto. Each Unit consists of (i) one share of the Common Stock (a “Share,” and collectively the “Shares) and (ii) a warrant to purchase 0.50 of a share of Common Stock (a “Warrant,” and collectively the “Warrants”), in substantially the form attached hereto as Exhibit A. Such fractional amount will be referred to herein as the “Warrant Ratio.” Units will not be issued or certificated. The Shares and the Warrants are immediately separable and will be issued separately. “Common Stock” means the Company’s common stock, $0.01 par value per share, and the shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares.” The Company shall cause to be delivered to the Purchaser a Warrant to purchase a number of whole Warrant Shares determined by multiplying the number of Shares included in the Units as set forth on the signature page by the Warrant Ratio and rounding down to the nearest whole number.

 

  (b) The offering and sale of the Units (the “Offering”) are being made pursuant to (i) an effective registration statement on Form S-3 (File No. 333-185885) filed by the Company with the United States Securities and Exchange Commission (the “Commission”), including the prospectus contained therein dated January 31, 2013, and, if applicable, a registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act) 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 March 8, 2013, subject to the satisfaction or waiver of all of the closing conditions set forth in the Placement Agency Agreement (the “Placement Agreement”) dated March 4, 2013 by and between the Company and Roth Capital Partners, LLC (“Roth”), (i) the Purchaser shall pay the aggregate purchase price for the Units 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) the Company will deliver, or cause to be delivered, the Warrants to the Purchaser at the address set forth on the signature page hereto, (iv) 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 (v) Roth will deliver, or cause to be delivered, to the Company, the aggregate purchase price for the Units, 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 B. 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

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