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First Amendment To Engagement Agreement

Engagement Agreement

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 This Engagement Agreement involves

WIRELESS RONIN TECHNOLOGIES INC | Financial Industry Regulatory Authority | Northland Securities, Inc | Wireless Ronin Technologies, Inc

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Title: FIRST AMENDMENT TO ENGAGEMENT AGREEMENT
Date: 3/22/2011
Industry: Software and Programming     Sector: Technology

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EXHIBIT 10.34

FIRST AMENDMENT TO
ENGAGEMENT AGREEMENT

     THIS FIRST AMENDMENT TO ENGAGEMENT AGREEMENT (this “Amendment”) is made and entered into effective as of December 20, 2010 by and among Northland Securities, Inc. (“Northland”) and Wireless Ronin Technologies, Inc. (the “Company”).

RECITALS

     WHEREAS, the Company and Northland are parties to that certain Engagement Agreement, dated October 26, 2010, regarding an offering of equity securities of the Company (the “Offering”); and

     WHEREAS, on November 19, 2010, the Company closed on the sale of 1,425,000 units at a price of $1.25 per unit, each consisting of one share of the Company’s common stock and one three-year warrant to purchase 0.20 shares of the Company’s common stock at an exercise price of $1.4375 per share, for which the Company has paid Northland the Financing Fee (as defined below) and related expenses; and

     WHEREAS, the Company and Northland desire to amend the Engagement Agreement in response to comments received from the Financial Industry Regulatory Authority (“FINRA”).

AGREEMENT

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Amendment of Engagement Agreement . Paragraph C.1 of the Engagement Agreement shall be amended in its entirety as follows:

     “1. FINANCING FEE. The Company hereby agrees to pa


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