Exhibit 10.3


 


SUBORDINATION AGREEMENT


 


THIS SUBORDINATION
AGREEMENT, dated as of April 8, 2020, is by and between MIDCAP BUSINESS CREDIT LLC, a Texas limited liability company, as the
Senior Lender (as defined below) under the Senior Loan Documents (as defined below), and the Junior Creditor under the Junior Debt
Documents (as each term is defined below), and is acknowledged by, 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, “Loan Parties”.


 


RECITALS:


 


A. Loan
Parties and Senior Lender have entered into the Senior Loan Agreement (as further defined below) pursuant to which Senior Lender
has made, upon certain terms and conditions, loans and provided other financial accommodations to Borrower, secured by a security
interest in all or substantially all of the assets and properties including, without limitation, any real property of Loan Parties.


 


B. Junior
Creditor has made one or more loans and other financial accommodations to Borrower, and Borrower’s repayment and other obligations
with respect to such loans and financial accommodations are evidenced by the Junior Debt Documents (as defined below).


 


C. Senior
Lender and Junior Creditor wish to enter into this Subordination Agreement to subordinate the Junior Debt (as hereinafter defined)
to the Senior Debt (as hereinafter defined) and the Junior Liens to the Senior Liens in favor of Senior Lender.


 


In consideration of the
mutual benefits accruing to the parties hereunder, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Senior Lender and Junior Creditor hereby agree as follows:


 


1. DEFINITIONS.


 


As used in this Subordination
Agreement, the following terms shall have the following meanings:


 


1.1 “Agreements”
shall mean, collectively, the Senior Loan Documents and the Junior Debt Documents, and “Agreement” shall mean
any one of them, as the context requires.


 


1.2 “Bankruptcy
Code” shall mean Title 11 of the United States Code (as amended from time to time and any successor statute).


 






    
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1.3 “Bankruptcy
Law” shall mean the Bankruptcy Code and any similar federal, state or foreign bankruptcy, insolvency, reorganization
or other law of any jurisdiction affecting creditors’ rights generally.


 


1.4 “Borrower”
shall have the meaning set forth in the preamble of this Subordination Agreement.


 


1.5 “Business
Day” shall mean any day, other than a Saturday, Sunday, or other day on which commercial banks are authorized or required
to close under the laws of the State of Connecticut and a day on which Senior Lender and Junior Creditor are open for the transaction
of business.


 


1.6 “Collateral”
shall mean all assets and properties of any kind or character whatsoever, real or personal, tangible or intangible, and wherever
located, whether now owned or hereafter acquired, upon which a Lien is now or hereafter granted by any Obligor or otherwise exists
in favor of any Creditor.


 


1.7 “Control
Collateral” means any Collateral consisting of a deposit account (as defined in the UCC) which as of the date of this
Subordination Agreement is subject to a deposit account control agreement in favor of Senior Lender.


 


1.8 “Creditors”
or “Creditor” shall mean, collectively, Senior Lender and Junior Creditor, and their respective successors and
assigns.


 


1.9 “Default”
shall mean an event that with the passage of any notice or cure period would become a default under any Agreement.


 


1.10 “Event
of Default” shall mean a default or event of default under, as such term is used and defined in, any Agreement.


 


1.11 “Insolvency
Proceeding” shall mean, as to any Person, any of the following: (a) any case or proceeding with respect to such
Person under the Bankruptcy Code, or any other Bankruptcy Law or any other or similar proceedings seeking any stay, reorganization,
arrangement, composition or readjustment of the obligations and indebtedness of such Person, (b) any proceeding seeking the
appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to such
Person or any of its assets, (c) any proceeding for liquidation, dissolution or other winding up of the business of such Person,
or (d) any assignment for the benefit of creditors or any marshaling of assets of such Person.


 


1.12 “Junior
Agent” shall mean Robert J. Pallé in his capacity as agent for the Junior Lenders under the Junior Debt Documents.


 


1.13 “Junior
Creditor” shall mean, collectively, Junior Agent and Junior Lenders.


 






    
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1.14 “Junior
Debt” shall mean all obligations, liabilities and indebtedness of every kind, nature and description owing by any Obligor
to Junior Creditor arising under the Junior Debt Documents and every other indebtedness, liability and obligation of every type
and description which any Obligor may now or at any time hereafter owe to Junior Creditor, whether direct or indirect, absolute
or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest,
charges, fees, costs, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise,
whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Junior
Debt Documents or after the commencement of any Insolvency Proceeding with respect to any Obligor (and including, without limitation,
the payment of interest, fees, expenses and other amounts which accrue and become due after the commencement of such Insolvency
Proceeding, whether or not such amounts are allowed or allowable in whole or in part in any such Insolvency Proceeding); provided
that, Junior Debt shall not include (i) any amount owing from time to time to any Junior Creditor in respect of salary or bonuses
payable in the ordinary course of Junior Creditor’s employment by an Obligor in accordance with past practices as well as
the payment or reimbursement in accordance with past practices of travel, entertainment or other business expenses incurred in
the ordinary course of the Junior Creditor’s services as an employee, director or officer of an Obligor, or (ii) Junior Creditor’s
rights under the Junior Debt Documents to convert all or any portion of the Junior Debt into capital stock of any Obligor as contemplated
by the Junior Loan Agreement (“Excluded Junior Debt”).


  


1.15 “Junior
Debt Documents” shall mean the Junior Loan Agreement, the Junior Security Documents, the Continuing Guaranty dated on
or about the date hereof by Drake in favor of Junior Creditor, and all other notes, agreements, documents and instruments at any
time entered into, executed or delivered by any Obligor or any other person with, to or in favor of Junior Creditor in connection
therewith or related thereto, as all of the foregoing now exist or, in accordance with the terms hereof, may hereafter be amended,
modified, supplemented, extended, renewed, restated, replaced or refinanced.


 


1.16 “Junior
Lenders” means, collectively, (a) MidAtlantic IRA, LLC FBO Steven L. Shea, Carol M. Pallé and Robert J. Pallé
(jointly and severally), Anthony J. Bruno, Stephen K. Necessary, and Livewire Ventures, LLC as “Lenders” under and
as defined in the Junior Loan Agreement, (b) each other person who may from time to time become party to the Junior Loan Agreement
as a lender thereunder, and (c) the permitted successors and assigns of the foregoing.


 


1.17 “Junior
Lien” shall mean, collectively, the Liens and security interests granted by any Obligor in all or any part of the Collateral
of such Obligor to or in favor of Junior Creditor under the Junior Security Documents as set forth therein and any and all other
Liens of Junior Creditor in any Obligor’s assets or properties, or any Obligor’s rights, titles or interests therein
or in respect thereof whether now existing or hereafter arising or acquired.


 


1.18 “Junior
Loan Agreement” shall mean that certain Senior Subordinated Convertible Loan and Security Agreement dated on or about
April 8, 2020 by and between Borrower, Junior Lenders and Junior Agent, as now exists or, in accordance with the terms hereof,
as may hereafter be amended, modified, supplemented, extended, renewed, restated, replaced, refinanced or otherwise modified from
time to time.


 






    
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1.19 “Junior
Security Documents” shall mean that certain IP Security Agreement and all other agreements, instruments, financing statements
and other documents made or entered into in connection therewith or otherwise executed by Borrower or any other Obligors pursuant
to which a Lien is granted to or for the benefit of Junior Agent or Junior Lenders, as any of the foregoing now exist or, in accordance
with the terms hereof, as may hereafter be amended, restated, modified, extended or renewed from time to time.


 


1.20 “Lien”
shall mean any right or interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the
property or any other arrangement with such Person which provides for the payment of such liabilities out of such property or assets
or which allows such Person to have such liabilities satisfied out of such property or assets prior to the general creditors of
any owner thereof, whether such interest is based on the common law, statute, or contract, and including a security interest, collateral
assignment, charge, claim, or lien arising from a security agreement, mortgage, deed of trust, encumbrance, pledge, hypothecation,
assignment, deposit arrangement, conditional sale, trust receipt, lease, consignment or bailment for security purposes or similar
agreement, or any contingent or other agreement to provide any of the foregoing, but excluding any right of offset which arises
without agreement in the ordinary course of business.


 


1.21 “Loan
Parties” shall have the meaning set forth in the preamble of this Subordination Agreement.


 


1.22 “Obligors”
shall mean, individually and collectively, Borrower, Loan Parties, and any other person liable on or in respect of the Senior Debt
or the Junior Debt, and each of their successors and assigns, including, without limitation, a receiver, trustee or debtor-in-possession
on behalf of such Person or on behalf of any such successor or assign.


 


1.23 “Paid
in Full” shall mean the Senior Lender has received payment in full in cash of all of the Senior Debt and on which Senior
Lender shall have no further obligation to make any loans or advances under the Senior Loan Documents and such Senior Loan Documents
have been terminated. In the event that any Senior Lender Party is required by a decision of a court of competent jurisdiction
(or by another governmental authority in a decision tantamount thereto) to return any payments received by it in respect of the
Senior Debt after it had otherwise received payment in full, the Senior Debt to which such payment had been applied shall be reinstated
as if it had never been repaid and a Senior Loan Termination Date (as defined below) shall not be deemed to have occurred (in which
case, any actions taken hereunder as a result of the occurrence of the Senior Loan Termination Date shall be reversed and unwound
retroactively).


 






    
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1.24 “Person”
shall mean any individual, sole proprietorship, partnership, corporation (including, without limitation, any corporation which
elects Subchapter S status under the Internal Revenue Code of 1986, as amended), limited liability company, limited liability partnership,
business or statutory trust, unincorporated association, joint stock company, trust, joint venture, or other entity or any government
or any agency or instrumentality or political subdivision thereof.


 


1.25 “Proceeds”
shall mean (a) all “proceeds” as defined in Article 9 of the UCC with respect to the Collateral, and (b) whatever
is recoverable or recovered when Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily.


 


1.26 “Senior
Debt” shall mean any and all obligations, liabilities and indebtedness, however evidenced, of every kind, nature and
description owing by any Obligor to the Senior Lender arising under the Senior Loan Documents, whether direct or indirect, absolute
or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest,
charges, fees, costs, indemnities and expenses (including attorneys fees and other costs and expenses of collection), whether as
principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during
or after the initial or any renewal term of the Senior Loan Agreement or after the commencement of any Insolvency Proceeding with
respect to any Obligor (and including, without limitation, the payment of interest, fees, expenses and other amounts which accrue
after the commencement of such Insolvency Proceeding whether or not such amounts are allowed or allowable in whole or in part in
any such Insolvency Proceeding).


 


1.27 “Senior
Lender” shall mean MidCap Business Credit LLC, with its participants, successors and assigns, including any other lender
or group of lenders that at any time succeeds to or refinances, replaces or substitutes for all or any portion of the Senior Debt
at any time and from time to time.


 


1.28 “Senior
Liens” shall have the meaning set forth in Section 2.1.


 


1.29 “Senior
Loan Amendment Closing Date” shall mean April 7, 2020.


 


1.30 “Senior
Loan Agreement” shall mean that certain Loan and Security Agreement (All Assets) dated as of October 25, 2019 among the
Loan Parties and Senior Lender, as amended by that certain Consent and Amendment to Loan Agreement and Loan Documents, dated as
of April 7, 2020, as the same may hereafter be further amended, modified, supplemented, extended, renewed, restated, replaced or
refinanced from time to time.


 


1.31 “Senior
Loan Documents” shall mean the Senior Loan Agreement, the “Loan Documents” (as such term is defined in the
Senior Loan Agreement) and all other agreements, documents and instruments at any time executed or delivered by any Obligor with,
to or in favor of Senior Lender in connection therewith or related thereto, as any of the foregoing may be amended, modified, supplemented,
extended, renewed, restated, replaced or refinanced from time to time.


 






    
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1.32 “Senior
Loan Termination Date” shall mean the date that the Senior Lender has been Paid in Full.


 


1.33 “Subordination
Agreement” shall mean this agreement as may from time to time hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced.


 


1.34 “UCC”
means the Uniform Commercial Code as in effect in the State of Connecticut from time to time.


 


All terms used herein and defined in the
UCC, unless otherwise defined herein, shall have the meanings ascribed to such terms in the UCC as in effect on the date hereof.
All references to any term in the plural shall include the singular and all references to any term in the singular shall include
the plural.


 


2. SECURITY INTERESTS;
PRIORITIES; REMEDIES.


 


2.1 Liens
in Collateral. Junior Creditor hereby acknowledges that Senior Lender has been granted Liens upon the Collateral pursuant to
the Senior Loan Documents (the “Senior Liens”) to secure the Senior Debt. Junior Creditor agrees that it will
not contest or challenge the validity, perfection, priority or enforceability of the Senior Liens. Junior Creditor hereby agrees
with Senior Lender that Junior Creditor shall not obtain or be granted any Liens in or upon the Collateral or any other assets
or properties of any Obligor to secure the Junior Debt or other indebtedness or liabilities owing to it by the Obligors other than
the Junior Liens.


 


2.2 Priority
of Debt and Liens.


 


(a) Junior
Creditor hereby, expressly and in all respects, subordinates and makes junior and inferior in all respects (i) all Junior Debt
to the Senior Debt and (ii) the payment and enforcement of the Junior Debt to the payment and enforcement of the Senior Debt.


 


(b) Notwithstanding
the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any
document, financing statement or instrument, or other method of perfecting a Lien in favor of a Creditor in any Collateral, and
notwithstanding any conflicting or inconsistent terms or conditions which may be contained in any of the Agreements, the Senior
Liens have and shall have priority over all Junior Liens, and such Junior Liens are and shall be junior and subordinate in right
of payment and enforcement to the Senior Liens, in each case, regardless of whether the Senior Liens are heretofore, now or at
any time hereafter valid, enforceable or perfected and regardless of the relative priority of the Junior Liens and the Senior Liens
under the UCC.


 


(c) The
priorities of the Liens provided in this Section 2.2 shall not be altered or otherwise affected by any amendment, modification,
supplement, extension, renewal, restatement, replacement or refinancing of the Senior Debt or the Junior Debt, nor by any action
or inaction which any Creditor may take or fail to take in respect of any Collateral.


 






    
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2.3 Payments
on Junior Debt. Solely for the benefit of Senior Lender Parties, Junior Creditor agrees that it will not demand, accept, hold
or retain any payment or prepayment of principal, interest or any other amounts (whether in cash, property or by offset) in respect
of the Junior Debt (including, without limitation, any balloon payment at maturity) prior to the Senior Loan Termination Date without
the prior written consent of Senior Lender; provided, however, that Borrower may make regularly scheduled non-cash
interest payments to Junior Creditor that are paid in kind by accretion to the principal balance of the Junior Debt; and provided
further, that Borrower may make payments of interest and principal in cash to Junior Creditor so long as and only to the extent
that (i) no Event of Default has occurred and is continuing under the Senior Loan Documents or will occur as a result or immediately
following any such cash payment, (ii) the Loan Parties shall not have made any Distributions (as defined in the Senior Loan Agreement)
during the period commencing on the Senior Loan Amendment Closing Date and ending on the six (6) month anniversary of the Senior
Loan Amendment Closing Date, and (iii) Excess Availability (as defined in the Senior Loan Agreement) is no less than $800,000 prior
to and immediately following any such cash payment. If any payment or prepayment on account of the Junior Debt not permitted to
be made by any Obligor or any guarantor or other obligor of the Junior Debt, or accepted by Junior Creditor under this Agreement,
is made and received by Junior Creditor, such payment or prepayment shall not be commingled with any of the assets of Junior Creditor,
shall be held in trust by Junior Creditor for the benefit of the Senior Lender and shall be promptly paid over to Senior Lender
for application (in accordance with the Senior Debt Documents) to the payment of the Senior Debt then remaining unpaid, until all
of the Senior Debt is Paid in Full.


 


2.4 Rights
of Senior Lender.


 


(a) If
there shall occur any Insolvency Proceeding, in respect of any Obligor, the following provisions shall apply: (i) all Senior Debt
shall first be Paid in Full, including without limitation, the principal thereof, premium, if any, and interest (including post-petition
interest) due thereon before Junior Creditor or the holder of any Junior Debt is entitled to receive any payment on account of
the principal of or interest on or any other amount owing in respect of the Junior Debt; (ii) any payment, dividend or distribution
of assets of such Obligor of any kind or character whether in cash, property or securities to which Junior Creditor or the holder
of the Junior Debt would be entitled except for the provisions of this Agreement, shall be paid by the liquidating trustee or agent
or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or other
trustee or agent, directly to Senior Lender, to the extent necessary until the Senior Debt is Paid in Full; (iii) in any such proceeding,
Senior Lender is hereby irrevocably authorized and empowered (in the name of Junior Creditor or otherwise), but shall have no obligation,
to demand, sue for, collect and receive every payment or distribution referred to in clauses (i) and (ii) of this subsection (a)
and given acquittance therefor and to file claims and proofs of claim and take such other action as it may deem necessary or advisable
for the exercise or enforcement of any of the rights or interests of the Senior Lender hereunder; and (iv) upon the failure of
Junior Creditor to do so prior to 15 days before expiration of the time in which to vote, make or prove such claims in any
Insolvency Proceeding, make, prove and vote any and all claims for the Junior Debt in such Insolvency Proceeding, regardless of
the existence or value of any Collateral held by Senior Lender as security for payment of the Senior Debt, including, without limitation,
voting such claims at any meeting of creditors of any Obligor and voting such claims for or against any proposed plan in any such
Insolvency Proceeding, all as Senior Lender deems in its sole discretion appropriate to protect its interest.


 






    
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(b) Junior
Creditor authorizes Senior Lender, without notice, consent or demand and without affecting Junior Creditor’s obligations
hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of the terms
of, or the interest on, or otherwise alter any of the terms of the Senior Debt or any portion thereof; (ii) to take from any party
and hold Collateral for the payment of the Senior Debt or any portion thereof, and to exchange, enforce or release such collateral
or any portion thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Senior Debt or any portion thereof
and to release or substitute any such endorser or guarantor, or any party who has given any security interest in any collateral
as security for the payment of the Senior Debt or any portion thereof, or any other party in any way obligated to pay the Senior
Debt or any portion thereof; (iv) to direct the order or manner of the disposition of any and all other Collateral and the enforcement
of any and all endorsements and guaranties relating to the Senior Debt or any portion thereof as Senior Lender, in its sole discretion,
may determine; (v) to settle or compromise any of the Senior Debt or any security therefor; (vi) to modify, amend or restate
any of the Senior Loan Documents or waive any of the provisions thereto; (vii) to file UCC-3 termination and release statements
in connection with a sale of the Collateral, or any portion thereof, permitted under the terms of the Senior Loan Documents, in
each case in form suitable for filing in relevant jurisdictions with respect to financing statements filed by Junior Creditor and
naming an Obligor as debtor, or (viii) to take any action or inaction with respect to the Senior Debt.


 


(c) In
the event that (i) Senior Lender releases or agrees to release any of its Liens in the Collateral, or (ii) any of the Collateral
is sold or retained pursuant to a foreclosure or similar action, Junior Creditor shall be deemed to have to have consented to such
release or sale, and Junior Creditor shall (or shall cause its agent to) promptly execute and deliver to Senior Lender such termination
statements and releases as Senior Lender shall request to effect the termination or release of the Liens of Junior Creditor in
such Collateral. In furtherance of the foregoing, Junior Creditor hereby irrevocably appoints Senior Lender its attorney-in-fact,
with full authority in the place and stead of Junior Creditor and in the name of Junior Creditor or otherwise, for the limited
purpose of executing and delivering any document or instrument which Junior Creditor may be required to deliver pursuant to this
Section 2.4 to effect the termination or release of the Liens of Junior Creditor in such Collateral.


 


(d) In
the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral,
the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the Senior Debt
Documents or as otherwise consented to by Senior Lender until such time as the Senior Debt is Paid in Full.


 


2.5 Enforcement
by Junior Creditor. Notwithstanding any rights or remedies available to Junior Creditor under any of the Junior Debt Documents,
applicable law or otherwise, prior to the Senior Loan Termination Date, Junior Creditor, in its capacity as such, shall not, directly
or indirectly, take or seek to take any action against or assert any claims or interests in any Collateral or against any Obligor
or otherwise take any action which would interfere with or impair the rights of Senior Lender against the Collateral or any Obligor
(including, without limitation, the right to (i) accelerate the Junior Debt, (ii) take any action to foreclose, repossess, marshal
control or exercise any remedies with respect to any assets or property of any Obligor, (iii) contact, communicate with or notify
any account debtor or obligor with respect to any account, chattel paper, instrument or general intangible of any Obligor, or (iv) take
any other action which would interfere with or impair the rights of Senior Lender against any Obligor). In addition to and not
in limitation of the foregoing, Junior Creditor shall not commence, or join with any other Person in commencing, any Insolvency
Proceeding prior to the Senior Loan Termination Date. Concurrently with the giving thereof to any Obligor, Junior Creditor agrees
to give Senior Lender a copy of any written notice of a Default or an Event of Default under the Junior Debt Documents, or written
notice of demand for payment from any Obligor.


 






    
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2.6 Actions
Not Subject to Limitation. Nothing in this Subordination Agreement shall be construed to in any way limit or impair the right
of Junior Creditor to: (a) file a claim or statement of interest with respect to the Junior Debt; (b) file any necessary responsive
or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting
to or otherwise seeking the disallowance of the claims of the Junior Creditor, in each case in accordance with the terms of this
Subordination Agreement; and (c) exercise, in whole or in part, any conversion rights with respect to the Junior Debt.


 


2.7 Advances
by Senior Lender. If Senior Lender should honor or fail to honor a request by any Loan Party for a loan, advance or other financial
accommodation under the Senior Loan Documents, whether or not Senior Lender has knowledge that the honoring of such request or
the failure to honor such request would result in an Event of Default, or act, condition or event which with notice or passage
of time or both would constitute an Event of Default under the Junior Debt Documents, in no event shall Senior Lender have any
liability to Junior Creditor as a result of such breach or failure to act, and without limiting the generality of the foregoing,
Junior Creditor agrees that Senior Lender shall not have any liability, as a result of honoring or failing to honor such request,
for tortious interference with contractual relations or for inducement by Senior Lender of any Loan Party to breach their contracts
or otherwise.


 


2.8 Prior
Payment of Senior Debt in Bankruptcy.


 


(a) The
provisions of this Subordination Agreement shall continue in full force and effect notwithstanding the occurrence of an Insolvency
Proceeding against Borrower or any other Obligor or any of its or their respective properties or assets.


 


(b) Upon
the commencement and throughout the term of any Insolvency Proceeding, all Senior Debt shall be Paid in Full and satisfied in cash
or other immediately available funds before any payment whatsoever shall be made on account of any Junior Debt. Any payments or
distributions made after the commencement of an Insolvency Proceeding which would, but for the provisions hereof, be payable or
deliverable in respect of the Junior Debt, shall be paid or delivered by the liquidating trustee or any other Person making such
payment or distribution directly to Senior Lender until all amounts owing upon Senior Debt shall have been Paid in Full and all
commitments under the Senior Loan Documents shall have been irrevocably terminated. If, notwithstanding the foregoing provisions
in this Section 2.8(b), in any Insolvency Proceeding Junior Creditor receives a payment or distribution with respect to the Junior
Debt, Junior Creditor (i) shall hold any such payment or distribution in trust for the Senior Lender in the same medium in which
received, (ii) shall not commingle such payment or distribution with any of the assets or properties of Junior Creditor or any
other Person, and (iii) will deliver such payment or distribution to the Senior Lender, in the form received, properly endorsed
to permit collection, immediately after receipt thereof by Junior Creditor.


 






    
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(c) To
the extent that Junior Creditor has or acquires any rights under Section 363, Section 364 or Section 1126 of the Bankruptcy Code
with respect to the Collateral, Junior Creditor hereby agrees not to assert or attempt to exercise such rights without the prior
written consent of Senior Lender. In the event and during the continuation of any Insolvency Proceeding, Junior Creditor shall
not object to or oppose any cash collateral order or plan proposed or approved by Senior Lender.


 


2.9 Bankruptcy
Financing.


 


(a) If
any Obligor shall become subject to a case under the Bankruptcy Code or any similar Bankruptcy Law and if as a debtor-in-possession,
such Obligor moves for approval of financing to be provided in good faith by any Senior Lender (in such capacity, the “DIP
Lender”) under Section 364 of the Bankruptcy Code or the use of cash collateral with the consent of the DIP Lender
under Section 363 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), Junior Creditor
shall not object directly or indirectly to any such DIP Financing or such use of cash collateral and Junior Creditor will not request
adequate protection or any other relief in connection therewith. Junior Creditor hereby agrees that the Junior Liens shall be subordinated
to any DIP Financing (and all obligations relating thereto) to the extent and upon the terms and conditions specified in this Agreement.
Junior Creditor agrees that (i) it shall not, directly or indirectly, provide, offer to provide or support any DIP Financing, in
each case unless Senior Lender otherwise has provided its express written consent and (ii) it will object to any use of cash collateral
or DIP Financing sought by any Obligor or any affiliate of an Obligor if the Senior Lender also objects to such use of such cash
collateral or DIP Financing.


 


2.10 Modifications
to the Junior Debt Documents. Until the Senior Debt has been Paid in Full, and notwithstanding anything to the contrary contained
in the Subordinated Debt Documents, Junior Creditor shall not, without the prior written consent of Senior Lender, agree
to any amendment, modification, supplement or waiver to the Junior Debt Documents (in all cases other than amendments, modifications
and waivers that could not reasonably be expected to be adverse to the interests of the Senior Lender, it being understood,
without limitation, that any amendment, modification or waiver increasing the payment obligations of any Obligor or any guarantor
of the Junior Debt (or altering the timing thereof) shall be deemed to be adverse to the interests of Senior Lender).


 


2.11 Waiver
of Certain Rights by Junior Creditor.


 


(a) To
the fullest extent permitted by applicable law, Junior Creditor hereby waives: (i) notice of acceptance hereof; (ii) notice
of any loans or other financial accommodations made or extended under the Senior Loan Agreement, or the creation or existence of
any Senior Debt; (iii) notice of the amount of the Senior Debt; (iv) notice of any adverse change in the financial condition
of any Obligor or of any other fact that might increase Junior Creditor’s risk hereunder; (v) notice of presentment
for payment, demand, protest, and notice thereof as to any instrument among the Senior Loan Documents; (vi) notice of any
Default or Event of Default under the Senior Loan Documents or otherwise relating to the Senior Debt; (vii) all other notices
(except if such notice is specifically required to be given to such Junior Creditor under this Subordination Agreement) and demands
to which such Junior Creditor might otherwise be entitled.


 






    
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(b) To
the fullest extent permitted by applicable law, Junior Creditor waives the right by statute or otherwise to require Senior Lender
to institute suit against any Obligor or to exhaust any rights and remedies which Senior Lender has or may have against any Obligor.
Junior Creditor further waives any defense arising by reason of any disability or other defense (other than the defense that the
Senior Loan Termination Date has occurred of any Obligor or by reason of the cessation from any cause whatsoever of the liability
of such Obligor in respect thereof.


 


(c) To
the fullest extent permitted by applicable law, Junior Creditor hereby waives: (i) any rights to assert against Senior Lender any
defense (legal or equitable), set-off, counterclaim, or claim which such Junior Creditor may now or at any time hereafter have
against any Obligor or any other party liable to Senior Lender, such other holder or Junior Creditor; (ii) any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency,
validity, or enforceability of any Senior Debt, any Junior Debt or any security for either; (iii) any defense arising by reason
of any claim or defense based upon an election of remedies by Senior Lender; and (iv) the benefit of any statute of limitations
affecting Junior Creditor’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the
operation of any statute of limitations applicable to the Senior Debt shall similarly operate to defer or delay the operation of
such statute of limitations applicable to Junior Creditor’s obligations hereunder.


 


(d) Until
such time as the Senior Loan Termination Date shall have occurred: (i) Junior Creditor hereby waives and postpones any right
of subrogation such Junior Creditor has or may have as against any Obligor with respect to any Senior Debt; (ii) in addition, Junior
Creditor hereby waives and postpones any right to proceed against any Obligor, now or hereafter, for contribution, indemnity, reimbursement,
or any other suretyship rights and claims (irrespective of whether direct or indirect, liquidated or contingent), with respect
to any Senior Debt; and (iii) in addition, Junior Creditor also hereby waives and postpones any right to proceed or to seek recourse
against or with respect to any property or asset of any Obligor.


 


(e) WITHOUT
LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, JUNIOR CREDITOR WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY SENIOR LENDER, EVEN THOUGH THAT ELECTION
OF REMEDIES HAS DESTROYED SUCH JUNIOR CREDITOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST ANY OBLIGOR BY THE OPERATION
OF ANY APPLICABLE LAW.


 






    
SUBORDINATION AGREEMENT - Page 11


     


    

 


(f) Neither
the Senior Lender nor any of its affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect,
or realize upon any of the Collateral or any Proceeds or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or
any part or Proceeds thereof. Senior Lender will be entitled to manage and supervise its loans and extensions of credit under the
Senior Loan Documents as Senior Lender may, in its sole discretion, deem appropriate, and Senior Lender may manage its loans and
extensions of credit without regard to any rights or interests that Junior Creditor may have in the Collateral or otherwise except
as otherwise expressly set forth in this Subordination Agreement. Junior Creditor agrees that Senior Lender shall not incur any
liability as a result of a sale, lease, license, application or other disposition of all or any portion of the Collateral or any
part or Proceeds thereof. Senior Lender may, from time to time, enter into agreements and settlements with Obligors as it may determine
in its sole discretion without impairing any of the subordinations, priorities, rights or obligations of the parties under this
Subordination Agreement, including, without limitation, substituting Collateral, releasing any Lien and releasing any Obligor.
Junior Creditor waives any and all rights it may have to require Senior Lender to marshal assets, to exercise rights or remedies
in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order.


 


2.12 Instrument
Legends. Junior Creditor agrees that the face of each of the Junior Debt Documents and any other instrument evidencing the
Junior Debt or any portion thereof or any security therefor shall be inscribed with a legend conspicuously indicating that payment
thereon, performance thereof or Liens granted thereunder are subordinated to the claims of Senior Lender pursuant to the terms
of this Subordination Agreement, and copies thereof shall be delivered to Senior Lender. Any instrument evidencing any of the Junior
Debt or any portion thereof which is hereafter executed will, on the date thereof, be inscribed with a similar legend, and copies
thereof will be delivered to Senior Lender five (5) business days prior to the date of its execution.


 


3. MISCELLANEOUS.


 


3.1 Representations
and Warranties.


 


(a) Junior
Creditor represents and warrants to Senior Lender that:


 


(i) the
execution, delivery and performance of this Subordination Agreement by it (A) are within its powers, (B) have been duly authorized
by it, and (C) do not contravene any law, any provision of any of the Junior Debt Documents or any agreement to which it is a party
or by which it is bound; and


 


(ii) this
Subordination Agreement constitutes the legal, valid and binding obligations of Junior Creditor, enforceable against Junior Creditor
in accordance with its terms and shall be binding on Junior Creditor, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
or by equitable principles.


 


(b) Senior
Lender hereby represents and warrants to Junior Creditor that:


 


(i) the
execution, delivery and performance of this Subordination Agreement by Senior Lender (A) are within the powers of Senior Lender,
(B) have been duly authorized by Senior Lender, and (C) do not contravene any law, any provision of the Senior Loan Documents
or any agreement to which Senior Lender is a party or by which it is bound; and


 






    
SUBORDINATION AGREEMENT - Page 12


     


    

 


(ii) this
Subordination Agreement constitutes the legal, valid and binding obligations of Senior Lender, enforceable against Senior Lender
in accordance with its terms and shall be binding on Senior Lender, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
or by equitable principles.


 


3.2 Amendments.
Any waiver, permit, consent or approval by either of Senior Lender or Junior Creditor of or under any provision, condition or covenant
to this Subordination Agreement must be in writing and shall be effective only to the extent it is set forth in writing and as
to the specific facts or circumstances covered thereby. Any amendment of this Subordination Agreement must be in writing and signed
by Senior Lender and Junior Creditor and acknowledged by Obligors to the extent such amendment affects the obligations of Obligors
under this Subordination Agreement or the Consent and Acknowledgment to this Subordination Agreement.


 


3.3 Successors
and Assigns.


 


(a) This
Subordination Agreement shall be binding upon the Creditors and their respective successors and assigns and shall inure to the
benefit of the Creditors and their respective successors, participants and assigns.


 


(b) In
the case of an assignment or transfer, the assignee or transferee acquiring any interest in the Junior Debt or the Senior Debt,
as the case may be, shall execute and deliver to the applicable Creditor a written acknowledgment of receipt of a copy of this
Subordination Agreement and the written agreement by such person to be bound by the terms of this Subordination Agreement which
acknowledgment and agreement may be included in the assignment instrument between the assignor and assignee. In addition, in the
event of an assignment or transfer by Junior Creditor of less than all of the Junior Debt, the Junior Creditor shall agree with
the assignee in the assignment instrument effecting such assignment to appoint Junior Creditor as an agent to act on their behalf
under this Subordination Agreement for purposes of receiving payments and notices hereunder.


 


(c) Any
Person that becomes a Junior Creditor after the date hereof shall execute and deliver to each Creditor a written acknowledgment
of receipt of a copy of this Subordination Agreement and the written agreement by such person to be bound by the terms of this
Subordination Agreement, in form and substance satisfactory to the Senior Lender.


 






    
SUBORDINATION AGREEMENT - Page 13


     


    

 


3.4 Notices.
Unless otherwise specifically provided herein, any notice delivered under this Subordination Agreement shall be in writing addressed
to the respective party as set forth below and may be personally served, telecopied, emailed or sent by overnight courier service
or certified or registered United States mail and shall be deemed to have been given (a) if delivered in person, when delivered;
(b) if delivered by telecopy or email, on the date of transmission if transmitted on a Business Day before 5:00 p.m. (Hartford,
Connecticut time) or, if not, on the next succeeding Business Day; (c) if delivered by overnight courier, one business day
after delivery to such courier properly addressed; or (d) if by United States mail, four business days after deposit in the
United States mail, postage prepaid and properly addressed as provided below:


 


	To Senior Lender:	
        MidCap Business Credit LLC

        433 South Main Street

        West Hartford, Connecticut 06110

        Fax No.: (800) 217-0500

        Email: SSamson@midcap.com

        Attention: Steven A. Samson, President

	 	 
	With a copy to:	
        Burns & Levinson LLP

        125 High Street

        Boston, MA 02110

        Fax No.: (617) 345-3299

        Email: FSegall@burnslev.com

        Attention: Frank A. Segall, Esq.

	 	 
	To Junior Creditor:	
        Robert J. Pallé, Agent

        c/o Blonder Tongue Laboratories, Inc.

        One Jake Brown Road

        Old Bridge, New Jersey 08857

        Fax No.: 732 679-3259

        bpalle@blondertongue.com

        Attention: Robert J. Pallé, Agent

	 	 
	With a copy to:	
        Lee Lowinger PC

        1750 Tysons Boulevard, Suite 1500

        McLean Virginia 22102

        Fax No.: (301) 365-8108

        Email: leew@leelowlaw.com

        Attention: Wayne M. Lee, Esq.

	 	 
	To any Obligor:	
        Blonder Tongue Laboratories, Inc.

        One Jake Brown Road

        Old Bridge, New Jersey 08857

        Fax No.: 732) 679-3279

        Email: eskolnik@blondertongue.com

        Attention: Eric Skolnik, Chief Financial Officer

	 	 
	
        With
a copy to:
	
        Stradley Ronon Stevens & Young, LLP

        100 Park Avenue, Suite 2000

        New York, NY 10017

        Fax No.: (215) 564-8120

        Email: gscharmett@stradley.com

        Attention: Gary P. Scharmett, Esq.



 






    
SUBORDINATION AGREEMENT - Page 14


     


    

 


Each of Senior Lender, Junior Creditor
and the Obligors may change the address(es) to which all notices, requests and other communications are to be sent by giving written
notice of such address change to the other parties hereto in conformity with this Section 3.4, but such change shall not be
effective until notice of such change has been received by such other parties.


 


3.5 Counterparts.
This Subordination Agreement may be executed in any number of counterparts, each of which shall be an original with the same force
and effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of this Subordination
Agreement by facsimile or other method of electronic transmission shall have the same force and effect as manual delivery of an
original executed counterpart of this Subordination Agreement.


 


3.6 Governing
Law; Consent to Jurisdiction and Venue;. THIS SUBORDINATION AGREEMENT HAS BEEN EXECUTED OR COMPLETED AND/OR IS TO BE
PERFORMED IN CONNECTICUT, AND IT AND ALL TRANSACTIONS HEREUNDER OR PURSUANT HERETO SHALL BE GOVERNED AS TO INTERPRETATION, VALIDITY,
EFFECT, RIGHTS, DUTIES AND REMEDIES OF THE PARTIES THEREUNDER AND IN ALL OTHER RESPECTS BY THE LAWS OF CONNECTICUT. Each Party
hereto consents to the personal jurisdiction in any court of the State of Connecticut or in the District Court of the United States
for the District of Connecticut in connection with any controversy related to this Agreement, waives any argument that venue in
any such forum is not convenient.


 


3.7 WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING
ANY RIGHTS UNDER THIS SUBORDINATION AGREEMENT, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT
DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY EACH PARTY HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE OTHER PARTIES TO ENTER INTO THIS SUBORDINATION AGREEMENT.


 






    
SUBORDINATION AGREEMENT - Page 15


     


    

 


3.8 Complete
Agreement. This written Subordination Agreement is intended by the parties as a final expression of their agreement and is
intended as a complete statement of the terms and conditions of their agreement with respect to the subject matter hereof.




 


3.9 No
Third Parties Benefited. This Subordination Agreement is solely for the benefit of the Creditors and their respective successors,
participants and assigns, and no other person shall have any right, benefit, priority or interest under, or because of the existence
of, this Subordination Agreement.


 


3.10 Disclosures;
Non-Reliance. Each Creditor has the means to, and shall in the future remain, fully informed as to the financial condition
and other affairs of the Obligors and no Creditor shall have any obligation or duty to disclose any such information to the other
Creditors. Except as expressly set forth in this Subordination Agreement, the parties hereto have not otherwise made to each other
nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect
to: (a) the enforceability, validity, value or collectability of any of the Junior Debt or the Senior Debt or any guarantee
or security which may have been granted to any of them in connection therewith, (b) any Obligor’s title to or right
to transfer any of the Collateral, or (c) any other matter except as expressly set forth in this Subordination Agreement.


 


3.11 Term.
This Subordination Agreement is a continuing agreement and shall remain in full force and effect until the Senior Loan Termination
Date (subject to the reinstatement provisions set forth in Section 1.21 hereof).


 


3.12 Agent
for Perfection. Until such time as the Creditors shall have entered into a dual secured party deposit account control agreement
with respect to the Control Collateral (a “Replacement DACA”), Senior Lender agrees to hold (or cause to be
held) all Control Collateral in its control as non-fiduciary agent for Junior Creditor solely for the purpose of perfecting the
security interest granted to each Creditor in such Control Collateral, subject to the terms and conditions of this Agreement. Senior
Lender shall not have any obligation whatsoever to Junior Creditor to assure that the Control Collateral is genuine or owned by
any Obligor or any other Person or to preserve their respective rights or benefits or those of any other Person. The duties or
responsibilities of Senior Lender under this Section 3.12 are and shall be limited solely to holding or maintaining control of
the Control Collateral as non-fiduciary agent for Junior Creditor for purposes of perfecting the Lien held by Junior Creditor.
Senior Lender is not, and Senior Lender shall not be deemed to be, a fiduciary of any kind for Junior Creditor or any other Person.
Senior Lender shall use commercially reasonable efforts to enter into a Replacement DACA on substantially the same terms as that
certain Blocked Account Control Agreement dated as of January 13, 2020 by and among Borrower, Lender and JPMorgan Chase Bank, N.A.
(the “DACA”) and otherwise acceptable to Lender, which Replacement DACA shall replace the DACA and provide for
Senior Lender to act as control agent until the Senior Loan Termination Date or Senior Lender’s earlier termination of its
Lien on the Control Collateral, at which time Junior Agent shall succeed as control agent. For avoidance of any doubt, this Section
3.12 shall terminate following the Senior Loan Termination Date.


 


[The remainder of this
page is intentionally left blank.]


 






    
SUBORDINATION AGREEMENT - Page 16


     


    

 


IN WITNESS WHEREOF,
the parties have caused this Subordination Agreement to be duly executed as of the day and year first above written.


 


	 	SENIOR LENDER:
	 	 	 
	 	MIDCAP BUSINESS CREDIT LLC
	 	 	 
	 	By:	                  
	 	 	Steven A. Samson, President
	 	 	 
	 	JUNIOR CREDITOR:
	 	 	 
	 	 
	 	Robert J. Pallé, in his capacity as Junior Agent on behalf of all Junior Lenders


 


SUBORDINATION AGREEMENT - Signature Page


 






     


     


    

 


CONSENT AND ACKNOWLEDGMENT


 


Each of the undersigned
hereby acknowledges and agrees to the terms and provisions of the foregoing Subordination Agreement. By its signature below, each
of the undersigned agrees that it will, together with its successors and assigns, be bound by the provisions of this Consent and
Acknowledgment.


 


Each of the undersigned
acknowledges and agrees that: (i) it is not a party to the Subordination Agreement and does not and will not receive any right,
benefit, priority or interest under or because of the existence of the foregoing Subordination Agreement; and (ii) it will execute
and deliver such additional documents and take such additional action as may be necessary or desirable in the reasonable opinion
of any Creditor to effectuate the provisions and purposes of the foregoing Subordination Agreement.


 


 


	 	BLONDER TONGUE LABORATORIES, INC.
	 	 	 
	 	By:	 
	 	 	Eric Skolnik, Chief Financial Officer
	 	 	 
	 	R.L. DRAKE HOLDINGS, LLC
	 	 	 
	 	By:	 
	 	 	Eric Skolnik, Vice President
	 	 	 
	 	BLONDER TONGUE FAR EAST, LLC
	 	 	 
	 	By:	 
	 	 	Eric Skolnik, Vice President


 


SUBORDINATION AGREEMENT - Consent and Acknowledgement