Exhibit 10.1

SECOND AMENDMENT TO LOAN AGREEMENT

This SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made this 8^th day of January, 2021 by and among MidCap Business Credit LLC, a Texas limited liability company, the secured party hereunder (hereinafter called “Lender”), BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (together with its successors and permitted assigns, “Borrower”), R. L. DRAKE HOLDINGS, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Drake”), and BLONDER TONGUE FAR EAST, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Far East”). Each of Borrower, Drake and Far East are individually referred to herein as a “Loan Party” and individually, collectively, jointly and severally, the “Loan Parties”.

WHEREAS, the Loan Parties and Lender have entered that Loan and Security Agreement (All Assets) dated as of October 25, 2019, as amended by that certain Consent and Amendment to Loan Agreement and Loan Documents, dated as of April 7, 2020 (as amended, the “Loan Agreement”).

WHEREAS, Borrower has requested that the Loan Agreement be amended to, among other things, modify the definition of “Minimum EBITDA Covenant Trigger Event” as described therein, and Lender is willing to make such modifications to the Loan Agreement, subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and the mutual benefits to be derived by the Loan Parties and Lender from a continuing relationship under the Loan Agreement and Loan Documents and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used in this Amendment which are defined in the Loan Agreement shall have the same meanings as defined therein, unless otherwise defined herein.

2.  Amendment to Loan Agreement. Effective retroactively to and as of December 1, 2020, the term “Minimum EBITDA Covenant Trigger Event” in Section 22(p) of the Loan Agreement is amended and restated in its entirety, as follows:

“Minimum EBITDA Covenant Trigger Event” means the failure of the Loan Parties to maintain Excess Availability in an amount equal to $400,000 or more (i) for any seven (7) Business Days in the month of December 2020 (whether such failure occurs on seven (7) consecutive Business Days or not), (ii) for any twelve (12) Business Days during the month of January 2021 (whether such failure occurs on twelve (12) consecutive Business Days or not), (iii) for any seven (7) Business Days in the month of February 2021 (whether such failure occurs on seven (7) consecutive Business Days or not) and (iv) for any three (3) Business Days in any subsequent calendar month (whether such failure occurs on three (3) consecutive Business Days or not).

3. Amendment Fee. Borrower agrees to pay Lender as of the date hereof a fully earned, non-refundable fee in the amount of $5,000 in consideration of the execution by Lender of this Amendment (“Amendment Fee”).

4. Conditions to Closing. The willingness of Lender to enter into this Amendment shall be subject to the condition precedent that Lender shall have received all of the following, each in form and substance satisfactory to Lender:

(b) Payment by Borrower of the Amendment Fee.

5.  Representations and Warranties. Each Loan Party represents and warrants to Lender that such Loan Party has the full power and authority to execute, deliver and perform its obligations under, this Amendment and the execution and delivery of this Amendment have been duly authorized by all necessary action of the stockholders, directors, members and managers, as applicable, of such Loan Party.

6.  Release and Confirmation. Each Loan Party hereby (i) reaffirms that it remains indebted to Lender without defense, counterclaim or offset and, assuming effectiveness of this Amendment, no default or Event of Default has occurred or exists under the Loan Documents, (ii) restates, and reaffirms, all of its covenants, representations and warranties set forth in the Loan Documents to the same extent as if fully set forth herein and each Loan Party hereby certifies that after giving effect to this Amendment, all such covenants, representations and warranties are true and accurate as of the date hereof and (iii) acknowledges and warrants that it does not have any claims, actions or causes of action whatsoever in law or in equity against Lender, its’ officers, directors, employees, agents, successors, subsidiaries, related companies or attorneys (for the purpose of this paragraph, collectively referred to herein as the “Lenders”) or any of them, in connection with or related to or arising from any and all transactions with Lenders, whether known or unknown, including, but not limited to, the loans, through the date of this Amendment, and each Loan Party for good and valuable consideration hereby waives, remises, releases and discharges any and all rights with respect to such claims, additions or causes of action, if any.

7.  Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Counterpart signature pages to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

8.  References. Upon and after the date of this Amendment all references to the Loan Agreement in the Loan Documents, or in any related document, shall mean the Loan Agreement as amended by this Amendment. Except as expressly provided in this Amendment, the execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliance with the provisions of the Loan Agreement, and, except as specifically provided in this Amendment, the Loan Agreement shall remain in full force and effect in accordance with the respective terms thereof.

9.  Loan Documents Ratified. This Amendment is executed as an instrument under seal and shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to its conflicts of law rules. All parts of the Loan Agreement and the other Loan Documents, not affected by this Amendment are hereby ratified and affirmed in all respects, provided that if any provision of the Loan Documents shall conflict or be inconsistent with this Amendment, the terms of this Amendment shall supersede and prevail.

10. Costs and Expenses. Each Loan Party hereby reaffirms its agreement under the Loan Agreement to pay or reimburse Lender on demand for all costs and expenses incurred by Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, each Loan Party specifically agrees to pay all fees and disbursements of counsel to Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. Each Loan Party hereby agrees that Lender may, at any time or from time to time in its sole discretion and without further authorization by the Loan Party, make a loan to Borrower under the Loan Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Amendment under seal as of the day and year first above written.

[Second Amendment to Loan Agreement]

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Exhibit 10.2

THIS DEFERRED COMPENSATION AGREEMENT (“Agreement”) is made as of this ____ day of January, 2021 (the “Effective Date”), by and between BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (the “Company”), and ___________________ (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive desire to defer payment of certain compensation otherwise payable by the Company to the Executive.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Payment of _______ percent (__%) of the cash compensation from the Company earned by the Executive as its employee during the period beginning on the Effective Date and ending on December 25, 2021 (the “Suspension Period”), shall be suspended and not paid to Executive or any other person except as set forth in this Agreement.

2. As of each date on which the compensation suspended pursuant to paragraph 1 above would otherwise have been paid to the Executive, the Company shall accrue on its books and records that number of shares of the Company’s common stock derived by dividing (a) the amount of such suspended compensation, by (b) the Fair Market Value of one share of the common stock as of such date (the “Accrued Shares”). For purposes of this Agreement, the “Fair Market Value” of the Company’s common stock shall mean (i) if the common stock is traded on the over-the-counter market, the arithmetic mean of the bid and the asked prices for the common stock at the close of trading on that date, or if that day is not a trading day on the trading day immediately preceding such day; (ii) if the common stock is listed on a national securities exchange, the official closing price on the consolidated tape on that date, or if that day in not a trading day on the trading day immediately preceding such day; and (iii) if the common stock is neither traded on the over-the-counter market nor listed on a national securities exchange, such value as the Compensation Committee of the Board of Directors of the Company, in good faith, shall determine.

3. On or before March 15, 2022, the Company shall deliver to the Executive, or to the personal representative of the Executive in the event of his earlier death (in either case, the “Distributee”), the number of Accrued Shares accumulated on its books and records pursuant to paragraph 2 above attributable to compensation suspended during the Suspension Period, subject to compliance with the tax withholding obligations described in paragraph 4 below. The Accrued Shares (i) will be issued under and pursuant to the Company’s Second Amended and Restated Executive Stock Purchase Plan, approved by the Board of Directors of the Company on September 10, 2020, as amended (the “Plan”) and as such this Agreement shall be deemed to serve as a Notice of Election under and as defined in the Plan, on the terms described herein and otherwise in accordance with the terms and provisions of the Plan (except that any provisions herein that are inconsistent with the provisions of the Plan, will control), (ii) will be issued pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act’), (ii) will be “restricted securities,” as such term is defined in Rule 144 under the Securities Act, (iii) may be resold or otherwise transferred only pursuant to an effective registration statement under the Securities Act or applicable exemption from registration and (iv) when delivered, will be validly issued, fully paid and non-assessable.

4. The Company shall have the authority and the right to deduct or withhold, or require the Distributee to remit to the Company, an amount sufficient to satisfy Federal, state, local and foreign taxes required by law to be withheld with respect to the delivery of Accrued Shares pursuant to paragraph 3 above. The Distributee may elect to have the Company withhold from the total number of Accrued Shares that would otherwise have been delivered to the Distributee that number of shares having a Fair Market Value equal to the minimum statutory amount necessary to satisfy the Company’s applicable federal, state, local and foreign tax withholding obligations.

5. Notwithstanding any provision of this Agreement, in the event of a Change in Control prior to the delivery of shares pursuant to paragraph 3 above, all further suspensions of payment of the Executive’s compensation shall cease, and the Fair Market Value of the Accrued Shares as of the date of such Change and Control shall be immediately payable to the Executive, or to the personal representative of the Executive in the event of his earlier death, in cash, subject to all applicable federal, state, local and foreign tax withholding obligations. For purposes of this Agreement, “Change in Control” shall mean the consummation of any of the following, provided that such transaction or occurrence results in a change in ownership or effective control of the Company, or in the change in ownership of a substantial portion of the assets of the Company, in either case within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended: (a) any consolidation or merger of the Company with or into any other entity, or any corporate reorganization; (b) any transaction (or series of related transactions involving a person or entity or group of affiliated persons or entities) in which in excess of a majority of the voting power of the Company is transferred, including any consolidation or merger; or (c) any sale, lease or other disposition of all or substantially all of the assets of the Company.

6. Neither the Executive nor his estate shall have any power or right to transfer, assign, anticipate, mortgage, commute or otherwise encumber any of the benefits payable hereunder, nor shall such benefits be subject to seizure for the payment of any debts or judgments of either of them or to be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

7. Neither the Executive nor his estate shall have any right, title, or interest in or to any fund, investments, insurance policies or annuity contracts which the Company may make or acquire to aid it in meeting its obligations hereunder. The rights of such persons to the payment or provision of benefits pursuant to this Agreement are those of a general unsecured creditor or the Company. It is the intention of the Company that the deferred compensation to which any person may be entitled under this Agreement shall be unfunded for Federal income tax purposes and for purposes of the Employee Retirement Income Security Act of 1974, as amended.

8. This Agreement shall be construed and enforced according to the laws of the State of Delaware and shall inure to the successors and assigns of the Company, whether by merger, consolidation or otherwise.

9. The parties agree that with respect to the subject matter herein contained, it is the entire agreement by the parties, superseding any prior oral or written communications, representations, undertakings or agreements and shall not be amended, modified or changed, except in a writing duly executed by the parties hereto.

10. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original of the same instrument, but all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

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