Exhibit
10.31


 


AMENDMENT
NO. 7 TO LOAN AND SECURITY AGREEMENT


 


This
AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of February 25, 2021(the
“Effective Date”) by and among WIRELESS TELECOM GROUP, INC., a New Jersey corporation (“WTG”),
BOONTON ELECTRONICS CORPORATION, a New Jersey corporation, (“Boonton”), MICROLAB/FXR LLC, a New Jersey
limited liability company and successor by merger to Microlab/FXR (“Microlab”), HOLZWORTH INSTRUMENTATION
INC., a Colorado corporation (“Holzworth”), COMMAGILITY LIMITED, a company incorporated in England and
Wales with company number 05914025 (“Commagility” and, together with WTG, Boonton, Microlab and Holzworth,
each a “Borrower” and collectively, the “Borrowers”), and BANK OF AMERICA,
N.A., a national banking association (“Lender”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Borrowers and Lender have entered into a Loan and Security Agreement, dated as of February 16, 2017 (as amended, restated,
renewed, extended, substituted, modified and otherwise supplemented from time to time, the “Loan Agreement”),
and certain other Loan Documents (as defined in the Loan Agreement);


 


WHEREAS,
the Borrowers have requested that Lender agree to amend certain provisions of the Loan Agreement and consent to WTG’s execution,
delivery and performance of the Second Amendment to Share Purchase Agreement dated as of February 19, 2021 among WTG, Holzworth
and the Bronco Sellers (the “SPA Second Amendment”), to the extent such consent is required pursuant
to the Loan Agreement, and Lender is willing to do so, subject to the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:


 


SECTION
1 DEFINITIONS.


 


Capitalized
terms used and not defined in this Amendment shall have the respective meanings given them in the Loan Agreement.


 


SECTION
2 ACKNOWLEDGMENTS.


 


2.1
Acknowledgment of Obligations. The Borrowers hereby acknowledge, confirm and agree that as of the close of business on February
24, 2021, the Borrowers are jointly and severally indebted to Lender in respect of Revolver Loans in the principal amount of $0.00
and Letters of Credit in the aggregate outstanding face amount of $0.00. Such amounts, together with interest accrued and accruing
thereon, and fees, costs, expenses and other charges now or hereafter payable by the Borrowers to Lender, are unconditionally
owing by the Borrowers jointly and severally to Lender in accordance with the terms of the Loan Documents, without offset, defense
or counterclaim of any kind, nature or description whatsoever.


 


2.2
Acknowledgment of Security Interests. The Borrowers hereby acknowledge, confirm and agree that Lender has and shall continue
to have valid, enforceable and perfected first priority Liens upon (subject to Permitted Liens ) and security interests in the
Collateral of the Borrowers heretofore granted to Lender pursuant to the Loan Documents or otherwise granted to or held by Lender.


 




    	 



     


    

 


2.3
Binding Effect of Documents. Each Borrower hereby acknowledges, confirms and agrees that: (a) each of the Loan Documents to
which it is a party has been duly executed and delivered, and each is in full force and effect as of the date hereof, (b) the
agreements and obligations of such Borrower contained in the Loan Documents and in this Amendment constitute the legal, valid
and binding obligations of such Borrower, enforceable against it in accordance with their respective terms, and such Borrower
has no valid defense to the enforcement of such obligations, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the rights of creditors generally and to the effect of general principles of equity and
(c) Lender is and shall be entitled to the rights, remedies and benefits provided for in the Loan Documents and Applicable Law.


 


SECTION
3 AMENDMENTS TO LOAN AGREEMENT. Effective as of the Effective Date: 


 


3.1
Section 1.1 of the Loan Agreement is hereby amended to add the following defined term in the appropriate alphabetical order:


 


“Deferred
Purchase Price 2 Notes” means any unsecured notes issued by WTG to the Bronco Sellers to evidence WTG’s obligation
to pay “Deferred Purchase Price 2,” as such term is defined in the Bronco Share Purchase Agreement.”


 


3.2
The definitions of “Bronco Deferred Purchase Price Indebtedness” and “Bronco Share Purchase Agreement”
now appearing in Section 1.1 of the Loan Agreement are hereby amended and restated in their entireties to read as follows:


 


“Bronco
Deferred Purchase Price Indebtedness: WTG’s obligation to pay deferred purchase price payments pursuant to the Bronco Share
Purchase Agreement in an aggregate amount not to exceed $1,500,000 and not required to be paid in amounts greater than $750,000
per annum. For the avoidance of doubt, the term “Bronco Deferred Purchase Price Indebtedness” is (a) inclusive of
the principal amount of the debt evidenced by the Deferred Purchase Price 2 Notes and (b) exclusive of interest accruing thereon.”


 


“Bronco
Share Purchase Agreement: that certain Share Purchase Agreement, dated as of November 13, 2019, among WTG, Holzworth, Jason Breitbarth,
Joe Koebel and Leyla Bly, and Jason Breitbarth as the designated representative of the sellers, as amended by the First Amendment
to Share Purchase Agreement dated as of January 31, 2020 and as further amended by the Second Amendment to Share Purchase Agreement
dated as of February 19, 2021.”


 


SECTION
4 CONSENT.


 


Subject
to the conditions precedent set forth in Section 6 hereof and the other terms and conditions of this Amendment, and so long as
no Default or Event of Default exists, Lender hereby consents to WTG’s execution, delivery and performance of the SPA Second
Amendment to the extent such consent is required pursuant to the Loan Agreement.


 


SECTION
5 BORROWER REPRESENTATIONS, WARRANTIES AND COVENANTS.


 


Each
Borrower hereby jointly and severally represents, warrants and covenants with and to Lender as follows:


 




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5.1
Authorization. 


 


(a)
Each Borrower has the corporate power and authority to execute, deliver and perform this Amendment and to obtain the extensions
and increases of credit under the Loan Agreement as amended by this Amendment (the “Amended Loan Agreement”).


 


(b)
No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other
Person is required to be obtained by any Borrower in connection with this Amendment, except consents, authorizations, filings,
acts and notices which have been obtained, taken or made and are in full force and effect.


 


(c)
This Amendment has been duly executed and delivered by the Borrowers. This Amendment and the Amended Loan Agreement constitute
the legal, valid and binding obligations of the Borrowers and is enforceable against the Borrowers in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


5.2
Representations in Loan Documents. Each of the representations and warranties made by or on behalf of any Borrower to Lender
in any of the Loan Documents was true and correct when made, and is true and correct on and as of the date of this Amendment with
the same full force and effect as if each of such representations and warranties had been made by or on behalf of such Borrower
on the date hereof (other than such representations and warranties that relate solely to a specific prior date, and other than
as expressly waived pursuant to this Amendment).


 


5.3
Binding Effect; Loan Document. This Amendment and the other Loan Documents have been duly executed and delivered to Lender
by the Borrowers and are in full force and effect, as modified hereby. This Amendment shall constitute a Loan Document.


 


5.4
No Conflict, Etc. The execution, delivery and performance of this Amendment by the Borrowers will not violate or cause a default
under any Loan Document, Applicable Law or material contract of any Borrower and will not result in or require the creation or
imposition of any Lien on any of its properties or revenues, other than permitted liens set forth in Section 10.2.2 of the Loan
Agreement.


 


5.5
No Default or Event of Default. No Default or Event of Default has occurred and is continuing, or will result from this Amendment
or any extension of credit under the Amended Loan Agreement.


 


5.6
Additional Events of Default. Any misrepresentation by any Borrower, or any failure of any Borrower to comply with the covenants,
conditions and agreements contained in any Loan Document, this Amendment or in any other document, instrument or agreement at
any time executed and/or delivered by such Borrower with, to or in favor of Lender shall, subject to the terms and provisions
of the Loan Agreement and the other Loan Documents, constitute an Event of Default hereunder, under the Loan Agreement and under
the other Loan Documents.


 


SECTION
6 CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.


 


This
Amendment shall be effective upon satisfaction of the following conditions precedent:


 


(a)
Lender shall have received (i) duly executed and delivered counterparts of this Amendment and (ii) true, correct and complete
copies of the SPA Second Amendment, and the Second Amendment to Credit Agreement and Limited Waiver dated as of the date hereof
between WTG and Term Loan Lender, each duly executed and delivered by the parties thereto;


 




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(b)
After giving effect to this Amendment, no Default or Event of Default shall exist or would result from the execution of this Amendment;
and


 


(c)
After giving effect to this Amendment, each of the representations and warranties made by the Loan Parties in or pursuant to the
Loan Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof as
if made on and as of such date, except to the extent the same expressly relate to an earlier date, in which case they shall be
true and correct in all material respects as of such earlier date.


 


SECTION
7 PROVISIONS OF GENERAL APPLICATION.


 


7.1
Effect of this Amendment. Except as modified pursuant hereto, no other changes or modifications to the Loan Documents are
intended or implied and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed as of
the Effective Date. To the extent of any conflict between the terms of this Amendment and the other Loan Documents, the terms
of this Amendment shall control. Any Loan Document amended hereby shall be read and construed with this Amendment as one agreement.


 


7.2
Costs and Expenses. The Borrowers jointly, severally, absolutely and unconditionally agree to pay to Lender, on demand by
Lender at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated
by this Amendment are consummated: all reasonable fees and disbursements of counsel to Lender in connection with the preparation,
negotiation, execution and delivery of this Amendment and any agreements or certificates delivered in connection herewith, and
all reasonable out-of-pocket expenses which shall at any time be incurred or sustained by Lender or its directors, officers, employees
or Lenders as a consequence of or in any way in connection with the preparation, negotiation, execution, or delivery of this Amendment
and any agreements prepared, negotiated, executed or delivered in connection herewith.


 


7.3
No Third Party Beneficiaries. The terms and provisions of this Amendment shall be for the benefit of the parties hereto and
their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest
under this Amendment.


 


7.4
Further Assurances. The Borrowers shall execute and deliver such additional documents and take such additional action as may
be reasonably necessary or desirable to effectuate the provisions and purposes of this Amendment.


 


7.5
Binding Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective
successors and assigns.


 


7.6
Merger. This Amendment sets forth the entire agreement and understanding of the parties with respect to the matters set forth
herein. This Amendment cannot be changed, modified, amended or terminated except in a writing executed by the party to be charged.


 


7.7
Survival of Representations and Warranties. All representations and warranties made in this Amendment or any other document
furnished in connection with this Amendment shall survive the execution and delivery of this Amendment.


 


7.8
Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall
not impair or invalidate the remainder of this Amendment.


 




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7.9
Reviewed by Attorneys. Each Borrower represents and warrants to Lender that it (a) understands fully the terms of this Amendment
and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to have this Amendment
reviewed by, and to discuss this Amendment and each document executed in connection herewith with, such attorneys and other persons
as such Borrower may wish, and (c) has entered into this Amendment and executed and delivered all documents in connection herewith
of its own free will and accord and without threat, duress or other coercion of any kind by any Person. The parties hereto acknowledge
and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor
of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially
to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.


 


7.10
Governing Law; Consent to Jurisdiction and Venue.


 


(a)
THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES
EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.


 


(b)
EACH OBLIGOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT SITTING IN NEW YORK OR THE UNITED STATES DISTRICT
COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO ANY
LOAN DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH
COURT. EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY
SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.3.1
OF THE LOAN AGREEMENT. A final judgment in any proceeding of any such court shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or any other manner provided by Applicable Law. Nothing herein shall limit the right of Lender to bring
proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted
by Applicable Law. Nothing in this Amendment shall be deemed to preclude enforcement by Lender of any judgment or order obtained
in any forum or jurisdiction.


 


7.11
Waivers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH LENDER
HEREBY ALSO WAIVES) IN ANY PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, OBLIGATIONS OR COLLATERAL;
(B) PRESENTMENT, DEMAND, PROTEST, NOTICE OF PRESENTMENT, DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION
OR RENEWAL OF ANY COMMERCIAL PAPER, ACCOUNTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER
ON WHICH A BORROWER MAY IN ANY WAY BE LIABLE, AND HEREBY RATIFIES ANYTHING LENDER MAY DO IN THIS REGARD; (C) NOTICE PRIOR TO TAKING
POSSESSION OR CONTROL OF ANY COLLATERAL; (D) ANY BOND OR SECURITY THAT MIGHT BE REQUIRED BY A COURT PRIOR TO ALLOWING LENDER TO
EXERCISE ANY RIGHTS OR REMEDIES; (E) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (F) ANY CLAIM AGAINST LENDER,
ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL
DAMAGES) IN ANY WAY RELATING TO ANY ENFORCEMENT ACTION, OBLIGATIONS, LOAN DOCUMENTS OR TRANSACTIONS RELATING THERETO; AND (G)
NOTICE OF ACCEPTANCE HEREOF. Each Borrower acknowledges that the foregoing waivers are a material inducement to Lender entering
into this Agreement and that Lender is relying upon the foregoing in its dealings with Borrowers. Each Borrower has reviewed the
foregoing waivers and has knowingly and voluntarily waived its jury trial and other rights. In the event of litigation, this Agreement
may be filed as a written consent to a trial by the court.


 


7.12
Counterparts; Execution. This Amendment may be executed in counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Agreement shall become effective when Lender has received
counterparts bearing the signatures of all parties hereto. Lender may (but shall have no obligation to) accept any signature,
contract formation or record-keeping through electronic means, which shall have the same legal validity and enforceability as
manual or paper-based methods, to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based
on the Uniform Electronic Transactions Act. Upon request by Lender, any electronic signature or delivery shall be promptly followed
by a manually executed or paper document.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment and Waiver as of the date first written above.


 


	 	WIRELESS
    TELECOM GROUP, INC.,
	 	as
    a Borrower
	 	 	 
	 	By:	/s/
    Michael Kandell
	 	Name:	Michael
    Kandell
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	BOONTON
    ELECTRONICS CORPORATION,
	 	as
    a Borrower
	 	 	
	 	By:	/s/
    Michael Kandell
	 	Name:	Michael
    Kandell
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	MICROLAB/FXR
    LLC,
	 	as
    a Borrower
	 	 	 
	 	By:	/s/
    Michael Kandell 
	 	Name:	Michael
    Kandell
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	HOLZWORTH
    INSTRUMENTATION INC., 
	 	as
    a Borrower
	 	 	                              
	 	By:	/s/
    Michael Kandell 
	 	Name:	Michael
    Kandell
	 	Title:	Chief
    Financial Officer


 




    	 



     


    

 


	 	COMMAGILITY
    LIMITED,
	 	as
    a Borrower
	 	 	                   
	 	By:
    	/s/
    Michael Kandell
	 	Name:	Michael
Kandell
	 	Title:
    	Chief
    Financial Officer


 


[Signature
page to Amendment No. 7 to Loan and Security Agreement]


 




    	 



     


    

 


	 	BANK
    OF AMERICA, N.A.,
	 	as
    Lender
	 	 	 
	 	By:
    	/s/
    Galina Evelson
	 	Name:
    	Galina
    Evelson
	 	Title:
    	Vice
    President


 


[Signature
page to Amendment No. 7 to Loan and Security Agreement]


 




    	 



     


    

 


	Acknowledged
    and Agreed:	 
	 	 	
	WIRELESS
    TELECOMMUNICATIONS 	 
	GROUP,
    LTD., as a Guarantor	 
	 	                                    	 
	By:	/s/
    Michael Kandell 	 
	Name:	Michael Kandell	 
	Title:	Chief Financial Officer	 


 


[Signature page to Amendment No. 7 to Loan
and Security Agreement]