EX-10.31



 Exhibit 10.31 

WAIVER AGREEMENT 
 THIS WAIVER AGREEMENT (this “Agreement”) is entered into this 27th day of February, 2013, 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 is currently in
default of Section 6.9(a) of the Loan Agreement for failing to comply with the Tangible Net Worth financial covenant for the month ending December 31, 2012 (the “Existing Event of Default”). 

D. Borrower has requested that Bank waive the Existing Event of Default as more fully set forth herein. 

E. Although Bank is under no obligation to do so, Bank is willing to waive the Existing Event of Default on the terms and
conditions set forth in this Agreement, so long as Borrower complies with the terms, covenants and conditions set forth in this Agreement 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 Agreement, including its preamble and recitals,
shall have the meanings given to them in the Loan Agreement. 
 2. Waiver of the Existing Event of Default.
Borrower acknowledges and agrees that unless the Existing Event of Default is waived by Bank, such Existing Event of Default would constitute an Event of Default under the Loan Documents. Bank hereby waives the Existing Event of Default. Bank’s
agreement to waive the Existing Event of Default shall in no way obligate Bank to make any other modifications to the Loan Agreement or to waive Borrower’s compliance with any other terms of the Loan Documents, and shall not limit or impair
Bank’s right to demand strict performance of all other terms and covenants as of any date. The waiver set forth above shall not be deemed or otherwise construed to constitute a waiver of any other provisions of the Loan Agreement in connection
with any other transaction. 







 3. Limitation of Waiver. 

3.1 The waiver set forth in Section 2 above, is 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. 
 3.2 This Agreement 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.

 3.3 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. 

  
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 4. Representations and Warranties. To induce Bank to enter into this Agreement,
Borrower hereby represents and warrants to Bank as follows: 
 4.1 Immediately after giving effect to this Agreement and
the Bank’s waiver as set forth herein, (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; 

4.2 Borrower has the power and authority to execute and deliver this Agreement and to perform its obligations under the Loan
Agreement, as amended by this Agreement; 
 4.3 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 (a) 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 and (b) to the extent that the Borrower amended its Articles of
Incorporation effective December 14, 2012, such amendment having been filed with the SEC at http://www.sec.gov/Archives/edgar/data/1356093/000119312512486173/d447643dex3.htm; 

4.4 The execution and delivery by Borrower of this Agreement and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Agreement, have been duly authorized; 
 4.5 The execution and delivery by Borrower of this
Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Agreement, 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; 

4.6 The execution and delivery by Borrower of this Agreement and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Agreement, 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 
 4.7 This Agreement 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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 5. Prior Agreement. The Loan Documents are hereby ratified and reaffirmed and shall
remain in full force and effect. This Agreement is not a novation and the terms and conditions of this Agreement 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 Agreement and the terms of such documents, the terms of this Agreement shall be controlling, but such document shall not otherwise be affected or the rights therein impaired. 

6. Counterparts. This Agreement 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. 
 7. Effectiveness. This Agreement shall be deemed effective upon
(a) the due execution and delivery to Bank of this Agreement by each party hereto, (b) payment of a waiver fee of Three Thousand One Hundred Twenty-Five Dollars ($3,125), and (c) payment of all Bank’s legal fees and expenses in
connection with the preparation and negotiation of this Agreement. 
 [Signature Page Follows.] 

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

			
	 BANK

	
	 SILICON VALLEY BANK

		
	 By:
	 	 /s/ Kimberly A. Stover

		 	 Name: Kimberly A. Stover

		 	 Title: Vice President

	
	 BORROWER

	
	 WIRELESS RONIN TECHNOLOGIES, INC.

		
	 By:
	 	 /s/ Darin McAreavey

		 	 Name: Darin McAreavey

		 	 Title: SVP & CFO


 [Signature Page to Waiver Agreement to Loan and Security Agreement]