Summary of WIRELESS RONIN TECHNOLOGIES INC

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 12, 2012, Wireless Ronin Technologies, Inc. (the "Company") entered into a placement agency agreement (the "Agency Agreement") with Roth Capital Partners, LLC (the "Placement Agent") under which the Placement Agent agreed to serve as the Company's placement agent on a reasonable best efforts basis in connection with a registered direct offering by the Company of up to 1,738,452 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 September 12, 2012 (the "Subscription Agreements"), with each investor. The purchase price will be $0.81 per share, representing the consolidated closing bid price on September 12, 2012. The Company expects to obtain gross proceeds of approximately $1.4 million before deducting the Placement Agent's fees and expenses and other estimated offering expenses. 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 September 18, 2012, subject to the satisfaction of customary closing conditions.

Pursuant to the Agency Agreement, at closing, the Company will pay the Placement Agent a fee equal to 7.0% of the aggregate gross proceeds from the sale of the shares sold at the closing. The Company also agreed to pay the Placement Agent its reasonable out-of-pocket expenses; provided however, that in no event will the amount of fees and expenses paid to the Placement Agent exceed 8.0% of the aggregate gross proceeds from the sale of the shares at the closing. 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 Placement Agent and 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 the applicable prospectus supplement and accompanying base prospectus which will be filed with the Securities and Exchange Commission (the "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 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.