Summary of WIRELESS RONIN TECHNOLOGIES INC

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 4, 2009, Wireless Ronin Technologies, Inc. (the "Company") entered into a placement agency agreement (the "Agency Agreement") with Feltl and Company, Inc. and Barrington Research Associates, Inc. (collectively, the "Placement Agents") under which the Placement Agents agreed to serve as exclusive placement agents for the Company on a best efforts basis in connection with a registered direct offering by the Company of 2,297,000 shares of the Company's common stock (the "Offering"). The shares of common stock to be issued in the Offering will be issued pursuant to Subscription Agreements, also dated November 4, 2009 (the "Subscription Agreements"), with each investor. The purchase price per share will be $2.90, resulting in gross proceeds of $6,661,300, before deducting the Placement Agents' fees and estimated offering expenses. In addition, pursuant to these agreements, the Company will not issue common stock, subject to certain exceptions, at a price per share less than $2.90 for a period of 180 days after closing without certain investor consent. The form of Subscription Agreement used in the Offering is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in response to this Item 1.01. The closing of the Offering is expected to take place on or about November 9, 2009, subject to the satisfaction of customary closing conditions.

Pursuant to the Agency Agreement, at closing, the Company will pay the Placement Agents a fee equal to 6.0% of the aggregate gross proceeds from the Offering, which will be divided between the Placement Agents. The Company also agreed to reimburse the Placement Agents for accountable expenses not to exceed $33,000 and to pay Feltl and Company, Inc. a non-accountable expense allowance equal to 1.0% of the Offering's gross proceeds. The Agency Agreement contains other terms and conditions that are customary for transactions of this nature. The Agency Agreement, which appears as Exhibit 10.2 to this report, is incorporated by reference in response to this Item 1.01. The benefits of the representations and warranties set forth in the Agency Agreement are intended only for the investors in the Offering and do not constitute continuing representations and warranties of the Company to any future or other investors.

The shares of common stock to be issued in the Offering will be issued pursuant to a prospectus supplement and accompanying base prospectus which will be filed with the Securities and Exchange Commission, in connection with a shelf takedown from the Company's registration statement on Form S-3 (File No. 333-161700), which was declared effective by the Securities and Exchange Commission on September 29, 2009. A copy of the opinion of Briggs and Morgan, P.A. relating to the legality of the issuance and sale of the common stock in the Offering is attached as Exhibit 5 hereto.

On November 5, 2009, the Company issued a press release announcing its entry into the above-referenced Subscription Agreements. A copy of the press release is attached as Exhibit 99 hereto.