EX-10.2



 EXHIBIT 10.2 
 FOURTH AMENDMENT TO 
 LOAN AND SECURITY AGREEMENT 

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 9th day of August 2012
(“Closing Date”), but effective as of June 30, 2012, by and between SILICON VALLEY BANK (“Bank”) and WIRELESS RONIN TECHNOLOGIES, INC., a Minnesota corporation (“Borrower”). 

RECITALS 
 A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of March 18, 2010 (as the same has and may from time to time be amended, modified, supplemented or
restated, the “Loan Agreement”). 
 B. Bank has extended credit to Borrower for the purposes permitted
in the Loan Agreement. 
 C. Borrower has requested that Bank amend the Tangible Net Worth covenant and make certain
other revisions to the Loan Agreement as more fully set forth herein. 
 D. Although Bank is under no obligation
to do so, Bank is willing to amend the Tangible Net Worth covenant and make certain other revisions to the Loan Agreement, all on the terms and conditions set forth in this Amendment, so long as Borrower complies with the terms, covenants and
conditions set forth in this Amendment in a timely manner. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1. Definitions. Capitalized terms used but not defined in this Amendment, including its preamble and recitals, shall have the meanings given to them in the Loan Agreement. 

2. Amendments to Loan Agreement. 
 2.1 Section 6.9 (Financial Covenants). Section 6.9(a) of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following: 

(a) Tangible Net Worth. A Tangible Net Worth of not less than the following amounts at the following times, which
amounts shall be increased by the sum of (i) commencing with the quarter ending September 30, 2012 and each quarter thereafter, seventy-five percent (75%) of Borrower’s quarterly Net Income (without reduction for any losses) for
such month, plus (ii) seventy-five percent (75%) of all proceeds received from the issuance of equity during such month and/or the principal amount of all Subordinated Debt incurred during such month; provided, however, the foregoing
adjustment shall exclude proceeds of up to Two Million Dollars ($2,000,000) received by Borrower from the issuance of equity raised from July 31, 2012 through August 31, 2012. 








					
	 Month Ending
	  	Tangible Net Worth	 
	 June 30, 2012
	  	$	3,000,000	  
	 July 31, 2012
	  	$	3,000,000	  
	 August 31, 2012
	  	$	3,000,000	  
	 September 30, 2012
	  	$	3,000,000	  
	 October 31, 2012
	  	$	2,500,000	  
	 November 30, 2012
	  	$	2,500,000	  
	 December 31, 2012
	  	$	2,000,000	  
	 January 31, 2013
	  	$	2,500,000	  
	 February 28, 2013
	  	$	2,500,000	  

 Provided there are no outstanding Credit Extensions under the Revolving Line, the failure
of Borrower to maintain the minimum Tangible Net Worth set forth above shall not constitute an Event of Default hereunder; provided that no Credit Extensions (other than the Lease Letter of Credit) shall be made until Borrower maintains the minimum
Tangible Net Worth set forth above, as determined by Bank, in its sole discretion. 
 3. Compliance Certificate.
From and after the Closing Date, Exhibit B of the Loan Agreement is replaced in its entirety with Exhibit B attached hereto and all references in the Loan Agreement to the Compliance Certificate shall be deemed to refer to
Exhibit B attached hereto. 
 4. Limitation of Amendments. 

4.1 The amendments set forth in Sections 2 and 3 above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may
have in the future under or in connection with any Loan Document. 
 4.2 This Amendment shall be construed in connection
with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and
effect. 

  
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 4.3 In addition to those Events of Default specifically enumerated in the Loan
Documents, the failure to comply with the terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle the Bank to exercise all rights and remedies provided to the Bank under the terms of any of the
other Loan Documents as a result of the occurrence of the same. 
 5. Representations and Warranties. To induce
Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 
 5.1 Immediately after
giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct in all material respects as of such date), and (b) no Event of Default, has occurred and is continuing; 
 5.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 

5.3 The organizational documents of Borrower delivered to Bank on the Effective Date and the First Loan Modification Effective
Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect except to the extent that the Borrower amended its bylaws effective October 27, 2011, such bylaws
having been filed with the SEC at http://www.sec.gov/Archives/edgar/data/1356093/000095012311094400/c24019exv3.htm; 
 5.4
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 

5.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree
of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 
 5.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order,
consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or
made; and 
 5.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable
principles relating to or affecting creditors’ rights. 

  
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 6. Prior Agreement. The Loan Documents are hereby ratified and reaffirmed and
shall remain in full force and effect. This Amendment is not a novation and the terms and conditions of this Amendment shall be in addition to and supplemental to all terms and conditions set forth in the Loan Documents. In the event of any conflict
or inconsistency between this Amendment and the terms of such documents, the terms of this Amendment shall be controlling, but such document shall not otherwise be affected or the rights therein impaired. 

7. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together
shall be deemed to constitute one and the same instrument. 
 8. Effectiveness. This Amendment shall be deemed
effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Borrower’s payment of an amendment fee in an amount equal to Five Thousand Dollars ($5,000), and (c) payment of all Bank’s
legal fees and expenses in connection with the preparation and negotiation of this Amendment and the other Loan Documents. 

[Signature Page Follows.] 

  
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 IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered as of the date first written above. 
 BANK 

 

			
	SILICON VALLEY BANK
		
	By:	 	 /s/ Kimberly A. Stover

		 	Kimberly A. Stover
		 	Relationship Manager
	
	BORROWER
	
	WIRELESS RONIN TECHNOLOGIES, INC.
		
	By:	 	 /s/ Scott N. Ross

		 	Scott N. Ross
		 	Vice President, General Counsel, and Secretary








 EXHIBIT B 
 COMPLIANCE CERTIFICATE 
  

					
	TO: SILICON VALLEY BANK	 		 	Date:                     

 FROM: WIRELESS RONIN TECHNOLOGIES, INC. 
 The undersigned authorized officer of Wireless Ronin Technologies, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and
Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the
Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its
Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the
terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided
written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an
accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not
just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 
  

					
	 Reporting Covenant
	  	 Required
	  	 Complies

	Monthly financial statements with Compliance Certificate	  	Monthly within 30 days	  	Yes No
	Annual financial statement (CPA Audited)	  	FYE within 120 days	  	Yes No
	10-Q, 10-K, and 8-K	  	Within 5 days after filing with SEC	  	
	A/R & A/P Agings, Inventory reports, Deferred revenue reports and general ledger	  	Weekly (Monthly within 15 days during a Streamline Period)	  	Yes No
	Transaction Reports	  	Weekly (Monthly within 15 days during a Streamline Period) and with each request for a Credit Extension	  	Yes No
	Board Projections	  	30 days prior to FYE and as amended	  	Yes No








 The following Intellectual Property was registered after the Effective Date (if no registrations, state
“None”) 
  

											
	 Financial Covenants
	  	 Required
	  	Actual	 	  	Complies	 
	 Maintain at all times (certified monthly):
	  		  				  			
	 A Tangible Net Worth of not less than the following amounts at the following times, which amounts shall be increased by the sum
of (i) commencing with the quarter ending September 30, 2012 and each quarter thereafter, seventy-five percent (75%) of Borrower’s quarterly Net Income (without reduction for any losses) for such month, plus
(ii) seventy-five percent (75%) of all proceeds received from the issuance of equity during such month and/or the principal amount of all Subordinated Debt incurred during such month; provided, however, the foregoing adjustment shall
exclude proceeds of up to Two Million Dollars ($2,000,000) received by Borrower from the issuance of equity raised from July 31, 2012 through August 31, 2012.
	  		  				  			
	 June 30, 2012
	  	$3,000,000	  	$	            	  	  	 	Yes No	  
	 July 31, 2012
	  	$3,000,000	  	$	            	  	  	 	Yes No	  
	 August 31, 2012
	  	$3,000,000	  	$	            	  	  	 	Yes No	  
	 September 30, 2012
	  	$3,000,000	  	$	            	  	  	 	Yes No	  
	 October 31, 2012
	  	$2,500,000	  	$	            	  	  	 	Yes No	  
	 November 30, 2012
	  	$2,500,000	  	$	            	  	  	 	Yes No	  
	 December 31, 2012
	  	$2,000,000	  	$	            	  	  	 	Yes No	  
	 January 31, 2013
	  	$2,500,000	  	$	            	  	  	 	Yes No	  
	 February 28, 2013
	  	$2,500,000	  	$	            	  	  	 	Yes No	  

 The following financial covenant analysis and information set forth in Schedule 1 attached hereto are
true and accurate as of the date of this Certificate. 







 The following are the exceptions with respect to the certification above: (If no exceptions
exist, state “No exceptions to note.”) 
  
  

 
  
  

                         
                                         
                                         
                                         
                                         
            
  

											
	WIRELESS RONIN TECHNOLOGIES, INC	 		 	BANK USE ONLY
						
		 		 		 		 	Received by:	 	  

		 		 		 		 	AUTHORIZED SIGNER	 	
	By	 	  
	 		 		 	Date:	 	  

		 	Darin P. McAreavey, Chief Financial Officer	 		 		 		 	
		 		 		 		 	Verified:	 	  

		 		 		 		 	AUTHORIZED SIGNER	 	
		 		 		 		 	Date:	 	  

						
		 		 		 		 	Compliance Status: Yes No	 	








 Schedule 1 to Compliance Certificate 

Financial Covenants of Borrower 
 Dated:                      
 In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. 
  

	I.	Tangible Net Worth (Section 6.9(a)) 

  

			
	Required:	  	A Tangible Net Worth of not less than the following amounts at the following times, which amounts shall be increased by the sum of (i) commencing with the quarter ending
September 30, 2012 and each quarter thereafter, seventy-five percent (75%) of Borrower’s quarterly Net Income (without reduction for any losses) for such month, plus (ii) seventy-five percent (75%) of all proceeds received
from the issuance of equity during such month and/or the principal amount of all Subordinated Debt incurred during such month; provided, however, the foregoing adjustment shall exclude proceeds of up to Two Million Dollars ($2,000,000) received by
Borrower from the issuance of equity raised from July 31, 2012 through August 31, 2012.

  

					
	 Month Ending
	  	Tangible Net Worth	 
	 June 30, 2012
	  	$	3,000,000	  
	 July 31, 2012
	  	$	3,000,000	  
	 August 31, 2012
	  	$	3,000,000	  
	 September 30, 2012
	  	$	3,000,000	  
	 October 31, 2012
	  	$	2,500,000	  
	 November 30, 2012
	  	$	2,500,000	  
	 December 31, 2012
	  	$	2,000,000	  
	 January 31, 2013
	  	$	2,500,000	  
	 February 28, 2013
	  	$	2,500,000	  

 Actual: 
  

							
	 A.
	 	 Aggregate value of total assets of Borrower and its Subsidiaries
	  	$	            	  
	 B.
	 	 Aggregate value of goodwill of Borrower and its Subsidiaries
	  	$	            	  









					
	C.	 	Aggregate value of intangible assets of Borrower and its Subsidiaries	  	$            
	D.	 	Aggregate value of notes, accounts receivable and other obligations owing to Borrower from its officers or other Affiliates of Borrower and its Subsidiaries	  	$            
	E.	 	Aggregate value of any reserves not already deducted from assets	  	$            
	F.	 	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness but excluding all
other Subordinated Debt	  	$            
	G.	 	Value of line A, minus line B, minus line C, minus line D, minus line E, minus line F)	  	$            

 Is line G equal to or greater than the required amount set forth above? 

             No, not in compliance
                                         
                                         
                                         
            Yes, in compliance 
 Provided there are no outstanding
Credit Extensions under the Revolving Line, the failure of Borrower to maintain the minimum Tangible Net Worth set forth above shall not constitute an Event of Default hereunder; provided that no Credit Extensions (other than the Lease Letter of
Credit) shall be made until Borrower maintains the minimum Tangible Net Worth set forth above, as determined by Bank, in its sole discretion.