Exhibit 10.4


 





Robert J. and Carol M Pallé


21 Desai Court


Freehold, NJ 07728


November 13, 2015


Blonder Tongue Laboratories, Inc.


One Jake Brown Road


Old Bridge, NJ 08857


 


		Re:	Commitment to Invest in Subordinated Debt



 


Ladies and Gentlemen:


 


Subject to the terms and conditions hereof,
Robert J. and Carol M Pallé, jointly and severally (collectively, “Junior Lender”) hereby confirm their
commitment to provide Blonder Tongue Laboratories, Inc. (the “Company”) and R.L. Drake Holdings, LLC, a wholly-owned
subsidiary of the Company (“Drake” and, collectively with the Company, “Borrower”) with senior
secured, subordinated, convertible debt financing in an aggregate principal amount of at least six hundred thousand dollars ($600,000.00)
(the “Debt”). The Debt will include the following components, subject to the parties mutually agreeing to vary
such terms:


 


Revolver


Term/Amortization: Three (3) years from
Closing.


 


Interest: 12% per annum, PIK or pay, as
determined each month by the Company.


 


Term Loan


Term/Amortization: Three (3) years from
Closing.


 


Non-amortizing bullet payable at maturity.


 


Interest: 12% per annum, PIK, subject to
increase by 500 bps if the Company is not successful in obtaining stockholder approval of convertibility of all principal of the
Term Loan following Junior Lender’s request to do so, with such additional interest being current pay and not PIK.


 


Subject to the approval of the Company’s
Senior Lender, Junior Lender will receive a (i) first lien on specified Company assets agreed to by the Senior Lender, (ii) second
lien on all other assets of Borrower and all subsidiaries upon which a lien may be perfected by filing a Form UCC-1 and (iii) second
mortgage on the Old Bridge, New Jersey property of the Company.


 


At
the option of Junior Lender, the principal balance of the Term Loan (including all accreted principal on account of PIK interest
from the Term Loan) will be convertible into shares of the Company’s common stock, $0.001 par value per share (the
“Common Stock”) up to an amount that is below the “change in control” threshold amount under Section
713(b) of the NYSE MKT Rules, at any time prior to maturity at an exercise price per share equal to the
greater of (a) 110% of the average closing price of the Common Stock on the NYSE MKT during the ten trading days ending on the
earlier of (i) the business day immediately preceding the date the Junior Lender’s commitment to provide the Debt financing
pursuant to this commitment letter (this “Letter”) is publicly announced and (ii) the business day immediately
preceding the date of Closing (as defined below), and (b) fifty cents ($0.50). At the request of Junior Lender, the Company
will seek stockholder approval with respect to convertibility of the remaining Term Loan principal in excess of the NYSE MKT Rule
713(b) threshold. Revolver principal will also be convertible into Common Stock on the same basis as the Term Loan if Borrower
has not repaid the Revolver in full within the three (3) year term. At any time that the Common Stock has achieved and maintained
an average trading price equal to 200% of the conversion price for a period of 60 days, the Company can provide Junior Lender with
a notice of conversion, following receipt of which the Junior Lender must exercise its conversion rights within 20 business days
or they will expire.


 






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The closing of the transactions contemplated
hereunder shall take place remotely via the exchange of documents, signatures and funding of any portion of the Debt by Junior
Lender requested by the Company, on such date and at such time following satisfaction of the conditions to closing set forth below
as is determined by the Company in its sole discretion (the “Closing”). At the Closing, the Company shall deliver
to Junior Lender an executed senior secured, subordinated, convertible note (the “Note”) representing the Company’s
obligations to Junior Lender as described herein.


 


The obligations of the parties to consummate
the transactions contemplated by this letter are subject to the conditions stated in this Letter, including, without limitation:


 


		(a)	satisfactory completion of due diligence performed by each party as to the other before the Closing;



		(b)	the negotiation, execution, approval and acceptance by the parties of a Note, Subordination agreement
between Junior Lender and Senior Lender, and any other documentation or agreements, in mutually acceptable form, which may be required
or appropriate to effectuate the transactions contemplated hereby.



		(c)	the transactions contemplated hereby complying with all applicable securities laws and the rules
of NYSE MKT; and



		(d)	satisfactory amendment of the Company’s
existing credit facility with its Senior Lender including, without limitation, modifying the financial covenants, extending the
maturity date and reaching such other accommodations with the Senior Lender as are deemed reasonably necessary by the parties.



 


The parties will use commercially reasonable efforts to finalize
and sign the Note and related transaction documents, satisfy the other conditions precedent set forth herein and conduct the Closing
of the transaction as soon as reasonably practicable.


 


(Signature Page Follows)




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If the foregoing Letter is acceptable, please return an executed
copy to our attention.


 


	 	Sincerely,
	 	 
	 	 
	 	/s/ Robert J. Pallé
	 	Robert J. Pallé
	 	 
	 	 
	 	/s/ Carol M. Pallé
	 	Carol M. Pallé


 


 


AGREED AND ACKNOWLEDGED:


BLONDER TONGUE LABORATORIES, INC.


 


 


 


By:/s/ Eric Skolnik


Eric Skolnik


Senior Vice President


 


 



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