S-8

As filed with the Securities and Exchange Commission on December 20, 2018

Registration No. 333-               

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BLONDER TONGUE LABORATORIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	52-1611421
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

One Jake Brown Road

Old Bridge, New Jersey 08857

(732) 679-4000

(Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Blonder Tongue Laboratories, Inc. 2016 Employee Equity Incentive Plan

Blonder Tongue Laboratories, Inc. Amended and Restated 2005 Employee Equity Incentive Plan

Equity Award Agreements

(Full Title of the Plans)

Robert J. Pallé
Chief Executive Officer and President
One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Gary P. Scharmett, Esq.

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

Telephone: (215) 564-8000

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒
			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to be Registered(1)(2)		Proposed Maximum Offering Price Per Share(3)		Proposed Maximum Aggregate Offering Price(3)		Amount of Registration Fee
Common Stock, par value $0.001 per share		2,750,000	$	1.195	$	3,286,250	$	398.30

(1)	This Registration Statement registers 2,750,000 of Common Stock, par value $0.001 per share, of Blonder Tongue Laboratories, Inc. (the “Registrant”) that may be issued pursuant to the Blonder Tongue Laboratories, Inc. 2016 Employee Equity Incentive Plan, the Blonder Tongue Laboratories, Inc. Amended and Restated 2005 Employee Equity Incentive Plan, and the equity award agreements between the Registrant and Edward R. Grauch and Ronald V. Alterio, executive officers of the Registrant (collectively, the “Plans”), as such Plans may be amended from time to time.
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of common stock of the Registrant in respect of the securities identified above that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(3)	Estimated solely for the purpose of calculating the registration fee, pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act, based on the average of the high and low sales prices for the Common Stock reported on the NYSE American on December 17, 2018, which is within five (5) business days prior to the date of this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference the documents listed below that the Registrant has previously filed with the Securities and Exchange Commission (the “SEC”) (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

● The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on April 2, 2018, as amended by Registrant’s Amendment to Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on April 30, 2018 (the “Annual Report”);

● The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, filed with the SEC on May 11, 2018;

● The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018, filed with the SEC on August 14, 2018;

● The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018, filed with the SEC on November 14, 2018;

● The Registrant’s Current Reports on Form 8-K filed with the SEC on January 31, 2018, March 16, 2018, March 23, 2018, April 20, 2018, April 24, 2018, June 4, 2018, June 29, 2018, July 23, 2018, August 6, 2018, August 22, 2018, September 21, 2018, October 9, 2018 and October 30, 2018 and the amended Current Report on Form 8-K/A filed with the SEC on October 9, 2018; and

● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-1 originally  filed with the SEC on October 12, 1995, including any amendments or reports filed for the purpose of updating such description.

The Registrant also incorporates by reference all other documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (other than, in each case, information deemed to have been furnished and not filed in accordance with SEC rules), prior to the prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which is also deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

The Registrant will furnish to each person, including any beneficial owner, to whom this document is delivered, without charge, a copy of any or all of the information that has been incorporated by reference (including any exhibits that are specifically incorporated by reference in that information) upon oral or written request to: Eric Skolnik, Senior Vice President and Chief Financial Officer, Blonder Tongue Laboratories, Inc., One Jake Brown Road, Old Bridge, New Jersey 08857; telephone (732) 679-4000.

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Item 4.   Description of Securities

Not applicable.

Item 5.   Interests of Named Experts and Counsel

Gary P. Scharmett, a director of the Registrant, is a partner of Stradley Ronon Stevens & Young, LLP, which the Registrant has retained to provide legal services to the Registrant. For the 2017 and 2016 fiscal years, the Registrant was billed fees for legal services by Mr. Scharmett’s firm in the aggregate amount of $358,071 and $532,199, respectively. Mr. Scharmett’s interest in these fees arises from his minority ownership interest as a partner at this firm. Mr. Scharmett beneficially owns 348,364 shares of the Registrant’s common stock, which amount includes shares underlying options to purchase common stock that are exercisable within 60 days.

Item 6.   Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit.

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The Registrant’s Restated Certificate of Incorporation provides that the Registrant’s directors shall not be liable to the Registrant or the Registrant’s stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that exculpation from liabilities is not permitted under the DGCL as in effect at the time such liability is determined. The Registrant’s Restated Certificate of Incorporation and Restated Bylaws each also include provisions requiring the Registrant to indemnify directors and officers to the fullest extent permitted by the DGCL. The Restated Certificate of Incorporation and Restated Bylaws provide that any person made a party or threatened to be made a party to a threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Registrant, is or was serving at the request of the Registrant as a director or officer of another corporation or enterprise, including service with respect to an employee benefit plan, shall be indemnified by the Registrant against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent authorized from time to time by the DGCL. The rights of indemnification are not exclusive of any other rights to which those seeking indemnification may be entitled and shall continue as to a person who ceases to be a director, officer, employee or agent.

The Registrant has obtained director and officer liability insurance under which, subject to the limitations of such policies, coverage will be provided (a) to directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters and (b) to the Registrant with respect to payments which may be made by the Registrant to these directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.

The Registrant has also entered into indemnification agreements with the Registrant’s directors. The indemnification agreements provide directors with further indemnification to the maximum extent permitted by the DGCL.

Item 7.   Exemption from Registration Claimed

Not applicable.

Item 8.   Exhibits

The following exhibits are filed herewith or are incorporated herein by reference to other filings.

Exhibit Number	Description
4.1	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 initially filed with the SEC on October 12, 1995.
4.2	Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 20, 2018.
4.3	Blonder Tongue Laboratories, Inc. 2016 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on August 25, 2016.
4.4	Blonder Tongue Laboratories, Inc. Amended and Restated 2005 Employee Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2014.
4.5	Amendment to No. 1 to Blonder Tongue Laboratories, Inc. 2016 Employee Equity Incentive Plan, incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on April 24, 2017.
4.6	Amendment to No. 2 to Blonder Tongue Laboratories, Inc. 2016 Employee Equity Incentive Plan, incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on May 22, 2018.
4.7	Amendment to Blonder Tongue Laboratories, Inc. Amended and Restated 2005 Employee Equity Incentive Plan, incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement filed with the SEC on May 22, 2018.
4.8	Nonqualified Stock Option Agreement between Blonder Tongue Laboratories, Inc. and Ronald V. Alterio dated as of August 16, 2018, filed herewith.
4.9	Nonqualified Stock Option Agreement between Blonder Tongue Laboratories, Inc. and Edward R. Grauch dated as of October 29, 2018, filed herewith.
5.1	Opinion of Stradley Ronon Stevens & Young, LLP, filed herewith.
23.1	Consent of Marcum, LLP, filed herewith.
23.2	Consent of Stradley Ronon Stevens & Young, LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page of the Registration Statement).

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Item 9.   Undertakings

(a)          The undersigned Registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

(i)      To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)     To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)     That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)         The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)         Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Old Bridge, State of New Jersey, on December 20, 2018.

BLONDER TONGUE LABORATORIES, INC.
By:	/s/ Robert J. Pallé
	Robert J. Pallé President and Chief Executive Officer

POWER OF ATTORNEY

By so signing, each of the undersigned, in his capacity as a director or officer, or both, as the case may be, of Blonder Tongue Laboratories, Inc., does hereby appoint Robert J. Pallé and Eric Skolnik, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his, place and stead, in his capacity as a director or officer, or both, as the case may be, of Blonder Tongue Laboratories, Inc., any and all amendments to this Registration Statement and post-effective amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys-in-fact and agents shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises as fully, and for all intents and purposes, as each of the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them and their substitutes lawfully done or caused to be done by virtue of this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert J. Pallé	President, Chief Executive Officer and Director	December 20, 2018
Robert J. Pallé	(Principal Executive Officer)
/s/ Eric Skolnik	Senior Vice President and Chief Financial Officer	December 20, 2018
Eric Skolnik	(Principal Financial and Accounting Officer)
/s/ Anthony Bruno	Director	December 20, 2018
Anthony Bruno
/s/ James F. Williams	Director	December 20, 2018
James F. Williams
/s/ Charles E. Dietz	Director	December 20, 2018
Charles E. Dietz
/s/ Gary P. Scharmett	Director	December 20, 2018
Gary P. Scharmett
/s/ Steven L. Shea	Director	December 20, 2018
Steven L. Shea
/s/ James H. Williams	Director	December 20, 2018
James H. Williams
/s/ Stephen K. Necessary	Director	December 20, 2018
Stephen K. Necessary

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 initially filed with the SEC on October 12, 1995.
4.2	Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 20, 2018.
4.3	Blonder Tongue Laboratories, Inc. 2016 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on August 25, 2016.
4.4	Blonder Tongue Laboratories, Inc. Amended and Restated 2005 Employee Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2014.
4.5	Amendment to No. 1 to Blonder Tongue Laboratories, Inc. 2016 Employee Equity Incentive Plan, incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on April 24, 2017.
4.6	Amendment to No. 2 to Blonder Tongue Laboratories, Inc. 2016 Employee Equity Incentive Plan, incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on May 22, 2018.
4.7	Amendment to Blonder Tongue Laboratories, Inc. Amended and Restated 2005 Employee Equity Incentive Plan, incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement filed with the SEC on May 22, 2018.
4.8	Nonqualified Stock Option Agreement between Blonder Tongue Laboratories, Inc. and Ronald V. Alterio dated as of August 16, 2018, filed herewith.
4.9	Nonqualified Stock Option Agreement between Blonder Tongue Laboratories, Inc. and Edward R. Grauch dated as of October 29, 2018, filed herewith.
5.1	Opinion of Stradley Ronon Stevens & Young, LLP, filed herewith.
23.1	Consent of Marcum, LLP, filed herewith.
23.2	Consent of Stradley Ronon Stevens & Young, LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page of the Registration Statement).

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EX-4.8

Exhibit 4.8

BLONDER TONGUE LABORATORIES, INC.

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is made and entered into as of the 16th day of August, 2018 (the “Grant Date”), by and between BLONDER TONGUE LABORATORIES, INC. a Delaware corporation (the “Company”), and Ronald Alterio (the “Optionee”).

Background

The Optionee is a key employee of the Company and possesses knowledge, experience and skill necessary for the Company’s future growth and success. The Company desires to grant to the Optionee an option to purchase shares of the Company’s Common Stock as more fully set forth below.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and intending to be legally bound, it is agreed as follows:

1. Inducement Grant. This grant is made to the Optionee as an “inducement grant” as described in the NYSE American Company Guide and is not made pursuant to or subject to the terms and conditions of any plan maintained by the Company.

2. Option to Purchase Shares. The Company hereby grants to the Optionee an Option (the “Option”) to purchase up to 150,000 shares of the Company’s Common Stock (the “Stock”). The purchase price for each share of Stock shall be One Dollar and Nineteen Cents ($1.19) (the “Option Price”), which is acknowledged to be 100% of the Fair Market Value (as defined below) of each share of Stock as of the Grant Date.

For purposes of this Agreement, “Fair Market Value” shall mean, with respect to a share of Stock as of any given date, (i) if the Stock is traded on the over-the-counter market, the mean average of the bid and the asked prices for the 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 Stock is listed on a national securities exchange, the arithmetic mean of the high and low selling prices of the Stock on the composite tape on that date, or if that day in not a trading day on the trading day immediately preceding such given date; and (iii) if the Stock is neither traded on the over-the-counter market nor listed on a national securities exchange, such value as the Board of Directors of the Company (the “Board”), in good faith, shall determine.

The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table:

Number of Shares	Exercise Period
50,000 Shares	July 23, 2019 through July 23, 2028
50,000 Shares	July 23, 2020 through July 23, 2028
50,000 Shares	July 23, 2021 through July 23, 2028

The Exercise Period for these options shall commence on the Acceleration Date, as hereafter defined, if earlier than the date or dates set forth above. The “Acceleration Date” is 12:01 a.m. on the date of termination of the Optionee’s employment with the Company by reason of the Optionee’s death, retirement after reaching the age of 65 years, or by reason of the Optionee’s retirement after becoming permanently disabled, or upon the occurrence of a change in control with respect to the Company of such nature that it would be required to be reported to the Securities and Exchange Commission pursuant to Schedule 14A of Regulation 14A or any successor provision (whether or not the Company is then subject to such reporting requirements). A change of control will be deemed to have occurred if any person, other than persons or entities who on the date hereof are the “beneficial owners” (as determined pursuant to Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding securities, is or becomes the “beneficial owner” of 25% or more of the combined voting power of the outstanding securities of the Company or if during two consecutive year periods, the directors at the beginning of such periods cease for any reason during the two-year period to constitute a majority of the Board.

3. Manner of Exercise and Terms of Payment. The Option may be exercised in whole or in part, subject to the limitations set forth in this Agreement, upon delivery to the Company (to the attention of the Chief Financial Officer or his designee) of a notice of exercise in the form attached hereto as Exhibit A, accompanied by full payment of the Option Price for the shares of Stock with respect to which the Option is exercised. Full payment shall be (i) by cashier’s check, certified check or wire transfer of immediately available funds (each, a “Cash Payment”), which must be received by the Company by the close of business (i.e., 5:00 p.m. EST) on the business day immediately following the date the notice of exercise is delivered, provided, however, that if a Cash Payment is not so received by the Company, the Optionee shall be deemed, for all purposes, to have elected to pay the Option Price by means of a Cashless Exercise (as defined below), (ii) by withholding a sufficient number of shares having a Fair Market Value equal to the Option Price for the shares of stock with respect to which the Option is exercised (a, “Cashless Exercise”), or (iii) if and as permitted by the Compensation Committee of the Board (the “Committee”) in its sole discretion, by tendering stock of the Company. Each notice of exercise shall be deemed delivered to the Company on the date and time specified in Section 11(b) below, provided however, that any such notice of exercise which is deemed delivered on a date on which the NYSE American Exchange is closed, or at a time after the closing of the NYSE American Exchange, shall be deemed delivered on the immediately following business day, which date shall be deemed the date of exercise for all purposes.

4. Termination of Option.

(a) Expiration or Termination of Employment. Except as specifically provided in Section 4(b) and 4(c) hereof, the Option granted hereunder shall terminate as of the close of business on the earliest to occur of the date of (i) expiration of the Exercise Period, (ii) an event of default or breach by the Optionee of the terms and conditions of this Agreement, or (iii) termination of the Optionee’s employment with the Company for cause. If the Optionee’s employment is terminated other than for cause, death (as provided in subsection (b) below), or retirement or disability (both as provided in subsection (c) below), the Optionee must exercise his Option, if at all and to the extent then exercisable, within 30 days from the date of such termination, in accordance with the terms of this Agreement.

(b) Death of the Optionee. If the Optionee dies prior to the exercise of the Option in full, the Option may be exercised by the Optionee’s executors, administrators or heirs within one year after the date of the Optionee’s death, provided death occurred during the Optionee’s employment with the Company, or within three months following the termination of the Optionee’s employment with the Company, by reason of the Optionee’s retirement after reaching the age of 65 years or the Optionee’s retirement after becoming permanently disabled. Such Option may be so exercised by the Optionee’s executors, administrators or heirs only with respect to that number of shares of Stock which the Optionee had an Option to purchase and only to the extent that the Option was exercisable (but had not theretofore been exercised) as of the date of the earlier of the (i) retirement of the Optionee after reaching the age of 65 years or after becoming permanently disabled, or (ii) death of the Optionee. In no event may the Option be exercised at any time after the expiration of the Exercise Period stated in Section 2 hereof.

(c) Retirement or Disability. If the Optionee’s employment with the Company is terminated, prior to the exercise of the Option in full, by reason of the Optionee’s retirement after reaching the age of 65 years or by reason of the Optionee’s retirement after becoming permanently disabled, the Optionee shall have the right, during the period ending three months after the date of the Optionee’s termination of employment, to exercise the Option to the extent that it was exercisable but not exercised at the date of the Optionee’s termination of employment with the Company. Such Option may be so exercised by the Optionee only with respect to that number of shares of Stock which the Optionee had an Option to purchase and only to the extent that the Option was exercisable (but had not theretofore been exercised) as of the date that the Optionee retires after reaching the age of 65 years or after becoming permanently disabled. In no event may the Option be exercised at any time after the expiration of the Exercise Period stated in Section 2 hereof.

5. Rights as Shareholder. The Optionee or permitted transferee of the Option shall have no rights as a shareholder of the Company with respect to any shares of Stock subject to such Option prior to the Optionee’s purchase of such shares of Stock by exercise of such Option.

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6. Delivery of Stock Certificates. The Company shall not be required to issue or deliver any certificate, or cause uncertificated shares to be registered on the books of the Company, for any Stock purchased upon the exercise of all or any portion of the Option prior to the fulfillment of any of the following conditions which may, from time to time, be applicable to the issuance of the Stock:

(a) Listing of Shares. The admission of such shares of Stock to listing on all stock exchanges on which the Stock of the Company is then listed.

(b) Registration and/or Qualification of Shares. The completion of any registration or other qualification of such shares of Stock under any federal or state securities laws or under the regulations promulgated by the Securities and Exchange Commission or any other federal or state governmental regulatory body which the Board or Committee, as the case may be, deems necessary or advisable. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulations or requirement.

(c) Approval or Clearance. The obtaining of any approval or clearance from any federal or state governmental agency which the Board or Committee, as the case may be, shall determine to be necessary or advisable.

(d) Reasonable Lapse of Time. The lapse of such reasonable period of time following the exercise of the Option as the Board or Committee, as the case may be, may establish from time to time for reasons of administrative convenience.

7. (a) Anti-Dilution. Except as otherwise expressly provided herein, if the outstanding shares of Common Stock are hereafter changed or converted into, or exchanged or exchangeable for, a different number or kind of shares or other securities of the Company or of another corporation by reason of a reorganization, merger, consolidation, recapitalization, reclassification or combination of shares, stock dividend stock split or reverse stock split, appropriate adjustment shall be made by the Board in the number of shares and kind of stock subject to unexercised stock options hereunder, to the end that the proportionate interest of the Optionee shall be maintained as before the occurrence of such event.

(b) Non-survival of Company. In the event of a dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation, each outstanding Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such liquidation, dissolution, merger or combination, to exercise the Option, in whole or in part, to the extent that such Option is then otherwise exercisable and has not previously been exercised.

8. Tax Attributes. The Option is not intended to be, and shall not be treated by the Company or the Optionee as, an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

9. Withholding. The Optionee may elect to have the Company withhold from those shares of Stock that would otherwise be received upon exercise of the Option, a 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 income and employment tax withholding obligations (collectively, “Withholding Obligations”). In the event the Optionee does not notify the Company of his election to withhold shares of Stock and does not remit to the Company, in cash, on or before the applicable taxable event, the full amount necessary to satisfy the Withholding Obligations, the Company shall withhold from those shares of Stock that would otherwise be issued upon exercise of the Option, a number of shares having a Fair Market Value equal to the Withholding Obligation.

-3-

10. Restrictions on Transfers. The Option may not be transferred by the Optionee. Subject to the provisions of Section 4(b) hereto, the Option shall be exercisable only by the Optionee during the Optionee’s lifetime.

11. Miscellaneous.

(a) The Company reserves the right to terminate at any time, by written notice to the Optionee, any or all of the restrictions on the Stock set forth in this Agreement. Such termination shall be effective upon the Optionee’s receipt of such notice.

(b) All notices or other communication required or permitted to be given or made shall be validly given or made if delivered by hand, by electronic communication (provided, however, that messages sent by e-mail or other electronic transmission shall not constitute a writing, however any signature on a document or other writing that is transmitted by e-mail or electronic transmission shall constitute a valid signature for purposes hereof), by facsimile message, by courier or by certified or registered mail addressed to the address specified below or to such other addresses as the parties may specify in writing, and shall be deemed to have been received: (i) if delivered by hand, on the date and time of delivery; (ii) if delivered by electronic communication or by facsimile message, on the date and time of a confirmed transmission; and (iii) if delivered by courier or by certified or registered mail, on the date and time of actual receipt by the recipient.

If to the Company: Blonder Tongue Laboratories, Inc.

One Jake Brown Road

Old Bridge, New Jersey 08857

Attn.: Chief Financial Officer (or his designee)

Fax Number: (732) 679-3259

If to the Optionee: Ronald Alterio

501 Aylesbury Lane

Delray Beach, Florida 33444

(c) Whenever Federal, state and local tax is due on the exercise of Options granted under this Agreement, the Company may require the Optionee or Participant to remit an amount sufficient to satisfy Federal, state and local withholding taxes prior to the delivery of any certificate for such shares or the lapse of restrictions.

(d) Notwithstanding anything to the contrary herein, the Option and any shares of Stock transferred upon exercise thereof shall be subject to the Company’s ability to recoup or recover the Option, such Stock or other consideration previously granted under this Agreement, pursuant to (i) any compensation recovery or recoupment policy (i.e., clawback policy) to be adopted by the Company from time to time in the future (regardless of whether adopted pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise), or (ii) any other applicable law, regulation or stock exchange rule, including without limitation, Section 304 of the Sarbanes-Oxley Act of 2002.   

(e) This Agreement does not confer upon or give to the Optionee any right to continued employment by the Company and does not in any way affect the right of the Company to terminate the Optionee’s employment at any time.

(f) If any one or more of the provisions contained in this Agreement are invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

(g) This Agreement shall be construed in accordance with the laws of the State of New Jersey.

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

BLONDER TONGUE LABORATORIES, INC.		OPTIONEE
By:
	Robert J. Pallé, Chief Executive Officer	Ronald Alterio

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EXHIBIT A

BLONDER TONGUE LABORATORIES, INC.

NOTICE OF EXERCISE OF STOCK OPTION

I. OPTIONEE INFORMATION

Name:	Ronald Alterio
Address:	____________________
	____________________

II. OPTION INFORMATION:

Date of Grant: ______________________________

Type of Option: Nonstatutory (NSO)

Exercise Price per Share: $______________

Total Number of Shares covered by the Option: ________________________

Number of Shares for which the Option is now being exercised:  ____________________  (“Purchased Shares”)

Total exercise price: $                        

Method of Payment of Exercise Price (select one):

Cashier’s check, certified check or wire transfer of immediately available funds (provided, however, if such payment is not received by the close of business on the business day immediately following the delivery of this notice, the Optionee shall be deemed, for all purposes, to have elected to pay the Option Price by means of a Cashless Exercise)

Cashless Exercise (withholding a sufficient number of shares having a Fair Market Value equal to the total exercise price)

Name(s) in which the Purchased Shares should be registered:

The certificate for the Purchased Shares should be sent to the following address:

ACKNOWLEDGMENT:

I understand that all sales of Purchased Shares are subject to compliance with the Company’s policy on securities trades.

SIGNATURE AND DATE:

Optionee: Ronald Alterio Date:

-5-

EX-4.9

Exhibit 4.9

BLONDER TONGUE LABORATORIES, INC.

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is made and entered into as of the 29^th day of October, 2018 (the “Grant Date”), by and between BLONDER TONGUE LABORATORIES, INC. a Delaware corporation (the “Company”), and Edward R. Grauch (the “Optionee”).

Background

The Optionee is a key employee of the Company and possesses knowledge, experience and skill necessary for the Company’s future growth and success. The Company desires to grant to the Optionee an option to purchase shares of the Company’s Common Stock as more fully set forth below.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and intending to be legally bound, it is agreed as follows:

1. Inducement Grant. This grant is made to the Optionee as an “inducement grant” as described in the NYSE American Company Guide and is not made pursuant to or subject to the terms and conditions of any plan maintained by the Company.

2. Option to Purchase Shares. The Company hereby grants to the Optionee an Option (the “Option”) to purchase up to 350,000 shares of the Company’s Common Stock (the “Stock”). The purchase price for each share of Stock shall be Eighty Eight Cents ($0.88) (the “Option Price”), which is acknowledged to be 100% of the Fair Market Value (as defined below) of each share of Stock as of the Grant Date.

For purposes of this Agreement, “Fair Market Value” shall mean, with respect to a share of Stock as of any given date, (i) if the Stock is traded on the over-the-counter market, the mean average of the bid and the asked prices for the 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 Stock is listed on a national securities exchange, the arithmetic mean of the high and low selling prices of the Stock on the composite tape on that date, or if that day in not a trading day on the trading day immediately preceding such given date; and (iii) if the Stock is neither traded on the over-the-counter market nor listed on a national securities exchange, such value as the Board of Directors of the Company (the “Board”), in good faith, shall determine.

The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table:

Number of Shares	Exercise Period
70,000 Shares	October 29, 2019 through October 29, 2028
70,000 Shares	October 29, 2020 through October 29, 2028
105,000 Shares	October 29, 2021 through October 29, 2028
105,000 Shares	October 29, 2022 through October 29, 2028

The Exercise Period for these options shall commence on the Acceleration Date, as hereafter defined, if earlier than the date or dates set forth above. The “Acceleration Date” is 12:01 a.m. on the date of termination of the Optionee’s employment with the Company by reason of the Optionee’s death, retirement after reaching the age of 65 years, or by reason of the Optionee’s retirement after becoming permanently disabled, or upon the occurrence of a change in control with respect to the Company of such nature that it would be required to be reported to the Securities and Exchange Commission pursuant to Schedule 14A of Regulation 14A or any successor provision (whether or not the Company is then subject to such reporting requirements). A change of control will be deemed to have occurred if any person, other than persons or entities who on the date hereof are the “beneficial owners” (as determined pursuant to Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding securities, is or becomes the “beneficial owner” of 25% or more of the combined voting power of the outstanding securities of the Company or if during two consecutive year periods, the directors at the beginning of such periods cease for any reason during the two-year period to constitute a majority of the Board.

3. Manner of Exercise and Terms of Payment. The Option may be exercised in whole or in part, subject to the limitations set forth in this Agreement, upon delivery to the Company (to the attention of the Chief Financial Officer or his designee) of a notice of exercise in the form attached hereto as Exhibit A, accompanied by full payment of the Option Price for the shares of Stock with respect to which the Option is exercised. Full payment shall be (i) by cashier’s check, certified check or wire transfer of immediately available funds (each, a “Cash Payment”), which must be received by the Company by the close of business (i.e., 5:00 p.m. EST) on the business day immediately following the date the notice of exercise is delivered, provided, however, that if a Cash Payment is not so received by the Company, the Optionee shall be deemed, for all purposes, to have elected to pay the Option Price by means of a Cashless Exercise (as defined below), (ii) by withholding a sufficient number of shares having a Fair Market Value equal to the Option Price for the shares of stock with respect to which the Option is exercised (a, “Cashless Exercise”), or (iii) if and as permitted by the Compensation Committee of the Board (the “Committee”) in its sole discretion, by tendering stock of the Company. Each notice of exercise shall be deemed delivered to the Company on the date and time specified in Section 11(b) below, provided however, that any such notice of exercise which is deemed delivered on a date on which the NYSE American Exchange is closed, or at a time after the closing of the NYSE American Exchange, shall be deemed delivered on the immediately following business day, which date shall be deemed the date of exercise for all purposes.

4. Termination of Option.

(a) Expiration or Termination of Employment. Except as specifically provided in Section 4(b) and 4(c) hereof, the Option granted hereunder shall terminate as of the close of business on the earliest to occur of the date of (i) expiration of the Exercise Period, (ii) an event of default or breach by the Optionee of the terms and conditions of this Agreement, or (iii) termination of the Optionee’s employment with the Company for cause. If the Optionee’s employment is terminated other than for cause, death (as provided in subsection (b) below), or retirement or disability (both as provided in subsection (c) below), the Optionee must exercise his Option, if at all and to the extent then exercisable, within 30 days from the date of such termination, in accordance with the terms of this Agreement.

(b) Death of the Optionee. If the Optionee dies prior to the exercise of the Option in full, the Option may be exercised by the Optionee’s executors, administrators or heirs within one year after the date of the Optionee’s death, provided death occurred during the Optionee’s employment with the Company, or within three months following the termination of the Optionee’s employment with the Company, by reason of the Optionee’s retirement after reaching the age of 65 years or the Optionee’s retirement after becoming permanently disabled. Such Option may be so exercised by the Optionee’s executors, administrators or heirs only with respect to that number of shares of Stock which the Optionee had an Option to purchase and only to the extent that the Option was exercisable (but had not theretofore been exercised) as of the date of the earlier of the (i) retirement of the Optionee after reaching the age of 65 years or after becoming permanently disabled, or (ii) death of the Optionee. In no event may the Option be exercised at any time after the expiration of the Exercise Period stated in Section 2 hereof.

(c) Retirement or Disability. If the Optionee’s employment with the Company is terminated, prior to the exercise of the Option in full, by reason of the Optionee’s retirement after reaching the age of 65 years or by reason of the Optionee’s retirement after becoming permanently disabled, the Optionee shall have the right, during the period ending three months after the date of the Optionee’s termination of employment, to exercise the Option to the extent that it was exercisable but not exercised at the date of the Optionee’s termination of employment with the Company. Such Option may be so exercised by the Optionee only with respect to that number of shares of Stock which the Optionee had an Option to purchase and only to the extent that the Option was exercisable (but had not theretofore been exercised) as of the date that the Optionee retires after reaching the age of 65 years or after becoming permanently disabled. In no event may the Option be exercised at any time after the expiration of the Exercise Period stated in Section 2 hereof.

- 2 -

5. Rights as Shareholder. The Optionee or permitted transferee of the Option shall have no rights as a shareholder of the Company with respect to any shares of Stock subject to such Option prior to the Optionee’s purchase of such shares of Stock by exercise of such Option.

6. Delivery of Stock Certificates. The Company shall not be required to issue or deliver any certificate, or cause uncertificated shares to be registered on the books of the Company, for any Stock purchased upon the exercise of all or any portion of the Option prior to the fulfillment of any of the following conditions which may, from time to time, be applicable to the issuance of the Stock:

(a) Listing of Shares. The admission of such shares of Stock to listing on all stock exchanges on which the Stock of the Company is then listed.

(b) Registration and/or Qualification of Shares. The completion of any registration or other qualification of such shares of Stock under any federal or state securities laws or under the regulations promulgated by the Securities and Exchange Commission or any other federal or state governmental regulatory body which the Board or Committee, as the case may be, deems necessary or advisable. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulations or requirement.

(c) Approval or Clearance. The obtaining of any approval or clearance from any federal or state governmental agency which the Board or Committee, as the case may be, shall determine to be necessary or advisable.

(d) Reasonable Lapse of Time. The lapse of such reasonable period of time following the exercise of the Option as the Board or Committee, as the case may be, may establish from time to time for reasons of administrative convenience.

7. (a) Anti-Dilution. Except as otherwise expressly provided herein, if the outstanding shares of Common Stock are hereafter changed or converted into, or exchanged or exchangeable for, a different number or kind of shares or other securities of the Company or of another corporation by reason of a reorganization, merger, consolidation, recapitalization, reclassification or combination of shares, stock dividend stock split or reverse stock split, appropriate adjustment shall be made by the Board in the number of shares and kind of stock subject to unexercised stock options hereunder, to the end that the proportionate interest of the Optionee shall be maintained as before the occurrence of such event.

(b) Non-survival of Company. In the event of a dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation, each outstanding Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such liquidation, dissolution, merger or combination, to exercise the Option, in whole or in part, to the extent that such Option is then otherwise exercisable and has not previously been exercised.

8. Tax Attributes. The Option is not intended to be, and shall not be treated by the Company or the Optionee as, an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

9. Withholding. The Optionee may elect to have the Company withhold from those shares of Stock that would otherwise be received upon exercise of the Option, a 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 income and employment tax withholding obligations (collectively, “Withholding Obligations”). In the event the Optionee does not notify the Company of his election to withhold shares of Stock and does not remit to the Company, in cash, on or before the applicable taxable event, the full amount necessary to satisfy the Withholding Obligations, the Company shall withhold from those shares of Stock that would otherwise be issued upon exercise of the Option, a number of shares having a Fair Market Value equal to the Withholding Obligation.

- 3 -

10. Restrictions on Transfers. The Option may not be transferred by the Optionee. Subject to the provisions of Section 4(b) hereto, the Option shall be exercisable only by the Optionee during the Optionee’s lifetime.

11. Miscellaneous.

(a) The Company reserves the right to terminate at any time, by written notice to the Optionee, any or all of the restrictions on the Stock set forth in this Agreement. Such termination shall be effective upon the Optionee’s receipt of such notice.

(b) All notices or other communication required or permitted to be given or made shall be validly given or made if delivered by hand, by electronic communication (provided, however, that messages sent by e-mail or other electronic transmission shall not constitute a writing, however any signature on a document or other writing that is transmitted by e-mail or electronic transmission shall constitute a valid signature for purposes hereof), by facsimile message, by courier or by certified or registered mail addressed to the address specified below or to such other addresses as the parties may specify in writing, and shall be deemed to have been received: (i) if delivered by hand, on the date and time of delivery; (ii) if delivered by electronic communication or by facsimile message, on the date and time of a confirmed transmission; and (iii) if delivered by courier or by certified or registered mail, on the date and time of actual receipt by the recipient.

If to the Company: Blonder Tongue Laboratories, Inc.

One Jake Brown Road

Old Bridge, New Jersey 08857

Attn.: Chief Financial Officer (or his designee)

Fax Number: (732) 679-3259

If to the Optionee: Edward R. Grauch

3208 Highway 98

Mexico Beach, Florida 32456

(c) Whenever Federal, state and local tax is due on the exercise of Options granted under this Agreement, the Company may require the Optionee or Participant to remit an amount sufficient to satisfy Federal, state and local withholding taxes prior to the delivery of any certificate for such shares or the lapse of restrictions.

(d) Notwithstanding anything to the contrary herein, the Option and any shares of Stock transferred upon exercise thereof shall be subject to the Company’s ability to recoup or recover the Option, such Stock or other consideration previously granted under this Agreement, pursuant to (i) any compensation recovery or recoupment policy (i.e., clawback policy) to be adopted by the Company from time to time in the future (regardless of whether adopted pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise), or (ii) any other applicable law, regulation or stock exchange rule, including without limitation, Section 304 of the Sarbanes-Oxley Act of 2002.   

(e) This Agreement does not confer upon or give to the Optionee any right to continued employment by the Company and does not in any way affect the right of the Company to terminate the Optionee’s employment at any time.

(f) If any one or more of the provisions contained in this Agreement are invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

(g) This Agreement shall be construed in accordance with the laws of the State of New Jersey.

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

BLONDER TONGUE LABORATORIES, INC.		OPTIONEE
By:
	Robert J. Pallé, Chief Executive Officer	Edward R. Grauch

- 4 -

EXHIBIT A

BLONDER TONGUE LABORATORIES, INC.

NOTICE OF EXERCISE OF STOCK OPTION

I. OPTIONEE INFORMATION

Name:	Edward R. Grauch
Address:	____________________
	____________________

II. OPTION INFORMATION:

Date of Grant: ______________________________

Type of Option: Non-statutory (NSO)

Exercise Price per Share: $______________

Total Number of Shares covered by the Option: ________________________

Number of Shares for which the Option is now being exercised:  ____________________  (“Purchased Shares”)

Total exercise price: $                          

Method of Payment of Exercise Price (select one):

Cashier’s check, certified check or wire transfer of immediately available funds (provided, however, if such payment is not received by the close of business on the business day immediately following the delivery of this notice, the Optionee shall be deemed, for all purposes, to have elected to pay the Option Price by means of a Cashless Exercise)

Cashless Exercise (withholding a sufficient number of shares having a Fair Market Value equal to the total exercise price)

Name(s) in which the Purchased Shares should be registered:  

The certificate for the Purchased Shares should be sent to the following address:

ACKNOWLEDGMENT:

I understand that all sales of Purchased Shares are subject to compliance with the Company’s policy on securities trades.

SIGNATURE AND DATE:

Optionee: Edward R. Grauch Date:

- 5 -

EX-5.1

Exhibit 5.1

Stradley Ronon Stevens & Young, LLP 1250 Connecticut Avenue, N.W., Suite 500 Washington, DC 20036-2652 Telephone 202.822.9611 Fax 202.822.0140 www.stradley.com

December 20, 2018

Blonder Tongue Laboratories, Inc.

One Jake Brown Road

Old Bridge, New Jersey 08857

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to and for Blonder Tongue Laboratories, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) by the Company of a registration statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, 2,750,000 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”), that are issuable under the Company’s 2016 Employee Equity Incentive Plan (the “2016 Employee Plan”), the Company’s Amended and Restated 2005 Employee Equity Incentive Plan (the “2015 Employee Plan,” and together with the 2016 Employee Plan, the “Plans”), and equity award agreements with certain executive officers of the Company relating to grants not made under any Company plan (the “Executive Award Agreements”). In addition, awards made under the Plans will also be subject, in some circumstances, to the terms and conditions contained in an award agreement, option grant agreement or similar agreement (a “Award Agreement”).

We have examined copies of (i) the Registration Statement, including the Section 10(a) prospectus constituting a part of the Registration Statement, (ii) the Plans, (iii) the Executive Award Agreements, (iv) the Award Agreements, (v) the Company’s Restated Certificate of Incorporation, included as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 initially filed with the Commission on October 12, 1995 (and incorporated by reference in the Registration Statement), (vi) the Company’s Amended and Restated Bylaws, included as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 20, 2018 (and incorporated by reference in the Registration Statement), (vii) the resolutions of the Company’s board of directors adopting and authorizing the Plans and the Executive Award Agreements, including the issuance of Shares pursuant thereto and (viii) such other records, documents and statutes as we have deemed necessary for purposes of this opinion letter.

In rendering this opinion, we have assumed and relied upon, without independent investigation, (i) the authenticity, completeness, truth and due authorization and execution of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, and (iii) the conformity to the originals of all documents submitted to us as certified, electronic or photostatic copies.

The law covered by the opinions expressed herein is limited to the federal statutes, judicial decisions and rules and regulations of the governmental agencies of the United States of America and the statutes, judicial and administrative decisions and rules and regulations of the governmental agencies of the State of Delaware. We are not rendering any opinion as to compliance with any federal or state law, rule, or regulation relating to securities, or to the sale or issuance thereof. This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of the Commission’s Regulation S-K, and we express no opinion as to any matter pertaining to the contents of the Registration Statement or the Section 10(a) prospectus constituting a part of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.

Blonder Tongue Laboratories, Inc.

December 20, 2018

Page 2

In addition, our opinions are limited and qualified in all respects by the effects of (i) general principles of equity and limitations on availability of equitable relief, including specific performance, whether applied by a court of law or equity, and (ii) bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance or fraudulent transfer, receivership, and other laws now or hereafter in force affecting the rights and remedies of creditors generally (not just creditors of specific types of debtors) and other laws now or hereafter in force affecting generally only creditors of specific types of debtors.

This opinion letter is given only with respect to laws and regulations presently in effect. We assume no obligation to advise you of any changes in law or regulation which may hereafter occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any facts or circumstances which hereafter come to our attention.

Based upon, and subject to, the foregoing, and subject to the qualifications, assumptions and limitations herein stated, we are of the opinion that when the Shares have been issued and delivered pursuant to and in accordance with (i) the relevant Plan and the applicable Award Agreement (if any) or (ii) the relevant Executive Award Agreement, including receipt by the Company of the consideration provided therein, the Shares will be validly issued, fully paid and nonassessable.

This opinion is to be used only in connection with the Registration Statement and the offering of the Shares described herein. This opinion is for your benefit and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

We hereby consent to your filing of this opinion as an exhibit to the Registration Statement and we further consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not hereby admit that we are “experts” within the meaning of the Securities Act, or the Rules and Regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ STRADLEY RONON STEVENS & YOUNG, LLP

STRADLEY RONON STEVENS & YOUNG, LLP

EX-23.1

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of Blonder Tongue Laboratories, Inc. on Form S-8 of our report dated April 2, 2018, with respect to our audits of the consolidated financial statements of Blonder Tongue Laboratories, Inc. as of December 31, 2017 and 2016 and for the two years ended December 31, 2017 appearing in the Annual Report on Form 10-K of Blonder Tongue Laboratories, Inc. for the year ended December 31, 2017.

/s/ Marcum llp

Marcum llp

New York, NY

December 20, 2018