STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of the 14th day of November, 2006 by and among BLONDER TONGUE LABORATORIES,
INC., a Delaware corporation (the "Company") and FERRIS, BAKER, XXXXX,
INCORPORATED, a Delaware corporation ("Xxxxxx Xxxxx").
BACKGROUND
Pursuant to that certain Client Account Agreement between Xxxxxx Xxxxx and
Xxxxx X. Xxxxxxxx ("Xxxxxxxx") (the "Account Agreement"), Xxxxxx Xxxxx maintains
an account on behalf of Xxxxxxxx (the "Account") in connection with the purchase
and sale of securities by Xxxxxx Xxxxx on behalf of, and as directed by,
Xxxxxxxx. Pursuant to Section 16 of such Account Agreement, Xxxxxx Xxxxx is
authorized to sell any and all securities held in such Account when, in
connection within Xxxxxx Xxxxx'x margin maintenance requirements, Xxxxxx Xxxxx
deems it necessary for its protection. Xxxxxxxx is the legal and beneficial
owner of one million, two hundred ninety-three thousand, one hundred fifty-four
(1,293,154) shares (the "Shares") of the common stock, $.001 par value per
share, of the Company ("Stock") currently held in the Account. Xxxxxx Xxxxx now
desires to exercise its rights under the Account Agreement and to sell, transfer
and assign, on behalf of Xxxxxxxx, the Shares to the Company, and the Company
desires to purchase such Shares from Xxxxxx Xxxxx, acting on behalf of Xxxxxxxx,
in accordance with the terms and conditions set forth in this Agreement (the
"Stock Purchase").
NOW, THEREFORE, intending to be legally bound, and in consideration of the
premises, mutual covenants, promises, agreements and undertakings, and the
representations and warranties contained herein, the parties hereto agree as
follows:
1. Sale of Shares. Subject to the terms and conditions contained in this
Agreement, Xxxxxx Xxxxx, on behalf of Xxxxxxxx, hereby sells, transfers, assigns
and delivers to the Company, and the Company hereby purchases and accepts the
Shares, for the Purchase Price (as defined below).
2. Purchase Price. The Company shall pay to Xxxxxx Xxxxx Seventy-Five Cents
($.75) per Share, for a total aggregate purchase price to be paid by the Company
to Xxxxxx Xxxxx of Nine Hundred Sixty-Nine Thousand, Eight Hundred Sixty-Five
Dollars and Fifty Cents ($969,865.50) (the "Purchase Price").
3. Manner of Payment. Immediately following the execution and delivery of
this Agreement and the delivery of the Shares duly endorsed for transfer as
contemplated by Section 4 herein, the Company shall pay to Xxxxxx Xxxxx the
Purchase Price by wire transfer of immediately available funds pursuant to the
following wire transfer instructions:
Wire Instructions: Bank of America, Wash., D.C.
ABA#: 000000000;
FBO FBW Acct: 002086629037
FFC: FBW Acct
4. Deliveries by Xxxxxx Xxxxx. Concurrently with the execution and delivery
of this Agreement, Xxxxxx Xxxxx shall deliver, or cause to be delivered, to the
Company any and all stock certificates representing the Shares, which
certificates shall be duly endorsed to the Company by Xxxxxxxx with a medallion
guarantee or accompanied by duly executed, including medallion guarantee, stock
transfer powers in form satisfactory to the Company.
5. Representations of the Company. The Company hereby represents and
warrants to the Xxxxxx Xxxxx the following:
(a) The Company has been duly incorporated, is validly existing and is
in good standing under the laws of the State of Delaware.
(b) The execution and delivery of this Agreement, and the consummation
of the transactions provided for herein, will not violate any agreement or
commitment made by the Company, or any requirement binding on the Company.
(c) All corporate action required by the Company in connection with
the execution of this Agreement and the consummation of the transactions
contemplated hereby has been taken and the Company is fully authorized to
enter into and to perform its obligations under this Agreement.
(d) This Agreement is binding on the Company and is enforceable in
accordance with its terms.
(e) The Company has not employed any broker or finder in connection
with the transactions provided for herein and is not otherwise obligated to
pay any broker's or finder's fee or commission or similar payment in
connection therewith.
6. Representations of Xxxxxx Xxxxx. Xxxxxx Xxxxx hereby represents and
warrants to the Company the following:
(a) The Company has been duly incorporated, is validly existing and in
good standing under the laws of the State of Delaware.
(b) Xxxxxx Xxxxx has all necessary power and authority under the
Account Agreement and all applicable provisions of law to sell the Shares
on behalf of Xxxxxxxx, to execute and deliver this Agreement and to carry
out its provisions.
(c) To the best of Xxxxxx Xxxxx'x knowledge, as of the date hereof,
Xxxxxxxx is the sole legal and beneficial owner of the Shares, free and
clear of any charge, claim, condition, lien, option, pledge, security
interest, right of first refusal or restriction of any kind and, except for
the Account Agreement, Xxxxxxxx is not a party to or bound by any options,
calls, contracts or commitments of any character relating to the Shares
including any agreement, instrument or understanding, order or decree that
would restrict the transfer by Xxxxxx Xxxxx, on Xxxxxxxx' behalf, of the
Shares pursuant to this Agreement. To the best of Xxxxxx Xxxxx'x knowledge,
upon execution and delivery of this Agreement, Xxxxxx Xxxxx shall have
transferred good title to such Shares to the Company, free and clear of all
liens, charges, encumbrances and claims whatsoever.
(d) Xxxxxx Xxxxx, neither on its own behalf and nor behalf of
Xxxxxxxx, is a party to or bound by any options, calls, contracts or
commitments of any character relating to the Shares, including any
agreement, instrument or understanding, order or decree that would restrict
the transfer by Xxxxxx Xxxxx of the Shares pursuant to this Agreement.
(e) To the extent such information is public, Xxxxxx Xxxxx is
knowledgeable as to the business and results of operations of the Company,
its financial position, and as to the fair value of the Shares, including,
without limitation, the current trading prices of the Stock of the Company
on the American Stock Exchange.
(f) All corporate action required by Xxxxxx Xxxxx in connection with
the execution of this Agreement and the consummation of the transactions
contemplated hereby has been taken and Xxxxxx Xxxxx is fully authorized to
enter into and to perform its obligations under this Agreement.
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(g) This Agreement is binding on Xxxxxx Xxxxx and is enforceable in
accordance with its terms.
(h) Xxxxxx Xxxxx has not employed any broker or finder in connection
with the transactions provided for herein and is not otherwise obligated to
pay any broker's or finder's fee or commission or similar payment in
connection therewith.
7. Indemnification by Xxxxxx Xxxxx. Xxxxxx Xxxxx agrees to indemnify,
defend and hold harmless the Company from and against all demands, claims,
actions or causes of actions, assessments, losses, damages, liabilities, costs
and expenses, including without limitation interest, penalties and attorneys'
fees and expenses (collectively, the "Liabilities"), resulting from or arising
out of any misrepresentation, breach of representation or warranty or
nonfulfillment of any agreement or covenant on the part of Xxxxxx Xxxxx under
this Agreement.
8. Indemnification by the Company. The Company agrees to indemnify, defend
and hold harmless Xxxxxx Xxxxx from and against all Liabilities resulting from
or arising out of any misrepresentation, breach of representation or warranty or
non-fulfillment of any agreement or covenant on the part of the Company under
this Agreement.
9. Survival of Representations. Warranties and Covenants. The warranties,
representations and covenants of the parties will survive the closing of the
transactions hereunder.
10. Governing Provisions.
(a) Each party to this Agreement agrees to perform any further acts
and execute and deliver any documents that may be reasonably necessary to
carry out the provisions of this Agreement.
(b) The provisions of this Agreement may be waived, altered, amended,
or repealed, in whole or in part, only on the written consent of all
parties to this Agreement.
(c) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
(d) This Agreement constitutes the entire agreement and understanding
of the parties on the subject matters hereof and supersedes any and all
prior and contemporaneous agreements and understandings of the parties.
(e) It is intended that each section of this Agreement shall be viewed
as separate and divisible and, if any section shall be held to be invalid,
the remaining sections shall continue to be in full force and effect. The
headings of sections are for convenience only; they are not part of this
Agreement and shall not affect its interpretation.
(f) This Agreement shall be construed in accordance with, and governed
by, the laws of the State of Delaware, without regard to such State's
conflicts of laws principles.
(g) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(h) No failure or delay on the part of any party to exercise any
right, power or remedy shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or remedy preclude any other
or further exercise thereof or of any other right, power, or remedy.
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(i) Except as may otherwise be provided herein, no party hereto shall
be responsible for the payment of any other party's expenses incurred in
connection with this Agreement.
(j) Each party shall be responsible for completing and filing any
regulatory filings that may be applicable to it, including, but not limited
to, any filings with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered on the date first above written.
FERRIS, BAKER, XXXXX, INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
BLONDER TONGUE LABORATORIES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name:Xxxxx X. Xxxxxx
Title: Chief Executive Officer
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