WIRELESS RONIN TECHNOLOGIES, INC. AMENDMENT AGREEMENT

EXHIBIT 10.26

WIRELESS RONIN TECHNOLOGIES, INC.

AMENDMENT AGREEMENT

     This Amendment Agreement (the “Agreement”) is entered into effective this 27^TH day of July, 2006 (the “Effective Date”) by and between Wireless Ronin Technologies, Inc., a corporation organized under the laws of the state of Minnesota (the “Company”) and the undersigned holder of one or more promissory notes issued by the Company (“Lender”).

     WHEREAS, the parties previously entered into that certain Note Conversion Agreement and Addendum (the “Addendum”) to Note Conversion Agreement (collectively, the “Conversion Agreement”) pertaining to the Company’s obligations to Lender identified therein (the “Notes”);

     WHEREAS, the Conversion Agreement, among other things, extended the maturity date of the Notes, deferred the required payment of principal and interest on the Notes, and obligated Lender to enter into a “lock-up” agreement in connection with an underwritten initial public offering of the Company’s common stock (the “IPO”);

     WHEREAS, various provisions of the Conversion Agreement are predicated on the Company’s ability to effect the IPO on or before September 30, 2006;

     WHEREAS, the proposed underwriter for the IPO required, as a condition precedent to filing a registration statement in connection with the IPO, that the Company enter into a certain customer agreement;

     WHEREAS, the execution and delivery of the aforementioned customer agreement by the parties thereto was delayed for three months, effectively deferring the commencement of the IPO and creating the Company’s need for additional interim financing through the sale of up to $3,600,000 in 12% convertible bridge notes and warrants to purchase up to 720,000 shares of the Company’s common stock;

     WHEREAS, the IPO may not be completed by September 30, 2006, necessitating receipt of Lender’s consent to further extend the maturity date of the Notes and the due date for principal and interest payments thereon, and certain other provisions set forth hereinafter; and

     WHEREAS, the Company intends to effect a two for three share combination with respect to its outstanding shares of common stock prior to the filing of the Company’s registration statement for the IPO.

     NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Conversion Agreement and the Notes as follows:

AGREEMENT:

     (1) Maturity Date. The maturity date of the Notes is hereby extended to the earlier of: (i) the date the Company closes on receipt of the net proceeds from the IPO, or (ii) November 30, 2006.

     (2) Deferral of Payments. The Notes are amended to provide that payment of all Principal Indebtedness and accrued interest due under the Note prior to November 30, 2006 is due on the earlier of: (i) the date the Company closes on receipt of the net proceeds from the IPO, or (ii) November 30, 2006.

     (3) Lock-Up Agreement. Section (3) of the Addendum is hereby amended to strike the words “September 30, 2006” and replace them with “November 30, 2006.”

     (4) Effect of Amendments and Allonge. Except for the foregoing amendments, the terms and conditions of the Notes (as previously amended by the Conversion Agreement) not inconsistent therewith shall remain in full force and effect. Lender shall attach and permanently affix this Agreement as an allonge to the Notes and give notice and a copy of this Agreement to any transferee or pledgee of the Notes.

     (5) Governing Law. This Agreement shall be governed by the laws of the state of Minnesota applicable to contracts made and to be performed wholly within Minnesota, without giving effect to conflicts of laws principles. Venue for enforcement of this Agreement shall be in any federal court or Minnesota state court sitting in Minneapolis, Minnesota. Lender and the Company consent to the jurisdiction and venue of any such court and waives any argument that the venue in such forums is not convenient.

     (6) Successors or Assigns. The Company and Lender agree that all of the terms of this Agreement shall be binding on their respective successors and assigns, and that the term “Company” and the term “Lender” as used herein shall be deemed to include, for all purposes, the respective designees, successors, assigns, heirs, executors and administrators.

     (7) Invalidity of Particular Provisions. The Company and Lender agree that the unenforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions herein contained unenforceable or invalid.

     (8) Confidentiality. The information contained in this Agreement relative to the Company’s proposed bridge debt financing and public offering are highly confidential. Lender agrees that all discussions with the Company relative to the foregoing financing will be held in the strictest of confidence and will not be disclosed without the consent of the Company, or as required by law. Such confidentiality restriction shall continue until the Company advises Lender that it no longer intends to pursue a public offering, or the Company’s public disclosure of the proposed public offering. Lender has been advised that a breach of this disclosure obligation may jeopardize the Company’s proposed financing. Lender may disclose the terms of this Agreement to any attorney or other advisor of Lender who agrees in writing to be bound by these confidentiality terms.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the Company and Lender have executed this Agreement as of the Effective Date.

		WIRELESS RONIN TECHNOLOGIES, INC.
		By		/s/ Xxxxxxx X. Xxxx
				Xxxxxxx X. Xxxx
				President and Chief Executive Officer
				00000 Xxxxxx Xxxxx
				Xxxx Xxxxxxx, XX 00000

LENDER

SHAG

Name of Lender

/s/ Xxx X. Xxxxx

Signature

LENDER

X. X. Xxxxxx

Name of Lender

/s/ X. X. Xxxxxx

Signature

LENDER

Lorax Business Services, Inc.

Name of Lender

/s/ Xxxx Xxxxxxxx, Chief Executive Officer

Signature

LENDER

Xxxxxxx X. Xxxxxx

Name of Lender

/s/ Xxxxxxx X. Xxxxxx

Signature

LENDER

Xxxxxxx X. Xxxxxx

Name of Lender

/s/ Xxxxxxx X. Xxxxxx

Signature

LENDER

Xxxx Xxxxxxxx

Name of Lender

/s/ Xxxx Xxxxxxxx

Signature

LENDER

Xxxxx Xxxxxxxx

Name of Lender

/s/ Xxxxx Xxxxxxxx

Signature

LENDER

Xxxxxxx Xxxxx

Name of Lender

/s/ Xxxxxxx Xxxxx

Signature

LENDER

Xxxxx Xxxxx

Name of Lender

/s/ Xxxxx Xxxxx

Signature

LENDER

Xxxx Xxxxxxx

Name of Lender

/s/ Xxxx Xxxxxxx

Signature

LENDER

Xxxx X. Xxxxxxx

Name of Lender

/s/ Xxxx X. Xxxxxxx

Signature

LENDER

C. Xxxxxx Xxxxxx

Name of Lender

/s/ C. Xxxxxx Xxxxxx

Signature

LENDER

Xxxxxxx Xxxxxx

Name of Lender

/s/ Xxxxxxx Xxxxxx

Signature

LENDER

Xxxxxxx X. Xxxxxxx, Xx.

Name of Lender

/s/ Xxxxxxx X. Xxxxxxx, Xx.

Signature

LENDER

Xxxxx Xxxxxx

Name of Lender

/s/ Xxxxx Xxxxxx

Signature

LENDER

2^nd Wind

Name of Lender

/s/ Xxxxxxx Xxxxxx

Signature

LENDER

Xxxxxx X. Xxxxxx

Name of Lender

/s/ Xxxxxx X. Xxxxxx

Signature