EXHIBIT 99.1 PATENT PURCHASE AGREEMENT This PATENT PURCHASE AGREEMENT (this "Agreement") is entered into, as of the Effective Date (defined below), by and between Moonbeam L.L.C., a Delaware limited liability company, with an office at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19810 ("Purchaser"), and Blonder Tongue Investment Company, a Delaware corporation, with an office at 300 Delaware Avenue, Wilmington, Delaware 19801 ("Seller"). The parties hereby agree as follows: 1. BACKGROUND 1.1 Seller owns certain provisional patent applications, patent applications, patents, and/or related foreign patents and applications. 1.2 Seller wishes to sell to Purchaser all right, title, and interest in such patents and applications and the causes of action to sue for infringement thereof and other enforcement rights. 1.3 Purchaser wishes to purchase from Seller all right, title, and interest in the Assigned Patent Rights (defined below), free and clear of any restrictions, liens, claims, and encumbrances. 2. DEFINITIONS "Abandoned Assets" means those specific provisional patent applications, patent applications, patents and other governmental grants or issuances listed on Exhibit C (as such list may be updated based on Purchaser's review pursuant to paragraph 3.1). "Affiliate" means: any corporation, company or other entity of which a party hereto (i) has voting shares or other voting securities, ownership and control of more than fifty percent (50%) of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of such entity or (ii) does not have outstanding shares or securities, but has more than fifty percent (50%) of the ownership interest representing the right to manage such entity. An entity shall be deemed to be an Affiliate under this Agreement only so long as all the requirements of being an Affiliate are met as of or at any time after the Closing, but only as long as (i) or (ii) above exists. "Assigned Patent Rights" means the Patents and the additional rights set forth in paragraph 4.2. "Assignment Agreements" means the agreements assigning ownership of the Assigned Patent Rights and, to the extent available to Seller without undue effort or expense, the Abandoned Assets from the inventors and/or prior owners to Seller. "Blonder Tongue" means Blonder Tongue Laboratories, Inc., a Delaware corporation and/or its Affiliates (including, without limitation, Seller as of the Effective Date). "Docket" means Seller's or its agents' list or other means of tracking information relating to the prosecution or maintenance of the Patents throughout the world, including, without limitation, information relating to deadlines, payments, and filings, which is current as of the Effective Date. "Effective Date" means the date set forth as the Effective Date on the signature page of this Agreement. "Executed Assignments" means both the executed and notarized Assignment of Patent Rights in Exhibit B and the executed Assignment of Rights in Certain Assets in Exhibit C, each as signed by a duly authorized representative of Seller. "Live Assets" means the provisional patent applications, patent applications, and patents listed on Exhibits A and/or B (as such lists may be updated based on Purchaser's review pursuant to paragraph 3.1). "Patents" means, excluding the Abandoned Assets, all (a) Live Assets; (b) patents or patent applications (i) to which any of the Live Assets directly or indirectly claims priority, (ii) for which any of the Live Assets directly or indirectly forms a basis for priority, and/or (iii) that directly or indirectly incorporate by reference the Live Assets or are directly or indirectly incorporated by reference by the Live Assets; (c) reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, requests for continuing examinations, divisions, and registrations of any item in any of the foregoing categories (a) and (b); (d) foreign patents, patent applications and counterparts relating to any item in any of the foregoing categories (a) through (c), including, without limitation, certificates of invention, utility models, industrial design protection, design patent protection, and other governmental grants or issuances; and (e) any items in any of the foregoing categories (b) through (d) whether or not expressly listed as Live Assets and whether or not claims in any of the foregoing have been rejected, withdrawn, cancelled, or the like. "Primary Warranties" means, collectively, the representations and warranties of Seller set forth in paragraphs 6.1, 6.2, 6.3, 6.4, and 6.5 hereof. "Prosecution History Files" means the names, addresses, email addresses, and phone numbers of prosecution counsel and agents, and all files, documents and tangible things, as those terms have been interpreted pursuant to rules and laws governing the production of documents and things, constituting, comprising or relating to the investigation, evaluation, preparation, prosecution, maintenance, defense, filing, issuance, registration, assertion or enforcement of the Patents. "Transmitted Copy" has the meaning set forth in paragraph 8.13. 3. TRANSMITTAL, REVIEW, CLOSING CONDITIONS AND PAYMENT 3.1 TRANSMITTAL. Within twenty (20) calendar days following the later of the Effective Date or the date Purchaser receives a Transmitted Copy this Agreement Page 2 executed by Seller, Seller will send to Purchaser the Assignment Agreements, the List of Prosecution Counsel, the Docket, the Prosecution History Files, and all other files and original documents (including, without limitation, Letters Patent, assignments, and other documents necessary to establish that Seller's representations and warranties of Section 6 are true and correct) relating to the Patents and/or the Abandoned Assets ("Initial Deliverables"). Seller acknowledges and agrees that Purchaser may request and Seller will promptly deliver, additional documents reasonably necessary to establish that Seller's representations and warranties of Section 6 are true and correct, based on Purchaser's review of the Initial Deliverables (such additional documents and the Initial Deliverables are, collectively, the "Deliverables"), and that as a result of Purchaser's review, the lists of Live Assets on Exhibits A and B and the list of Abandoned Assets on Exhibit C, may be revised by Purchaser both before and after the Closing to conform these lists to the definition of Patents (and these revisions may therefore require the inclusion of additional provisional patent applications, patent applications, and patents on Exhibit A or B or both); provided, however, that as to the Abandoned Assets, the Deliverables shall be limited to such information and documents as are available to Seller without undue effort or expense. To the extent any of the Live Assets are removed for any reason, the payment in paragraph 3.4 may be reduced by mutual agreement of the parties. If Purchaser requests any additional documents, Purchaser will use reasonable efforts to make any such requests for additional documents within fifteen (15) business days after Purchaser's receipt of the Initial Deliverables. If more requests for additional documents are made, Purchaser will use reasonable efforts to make any such requests for additional documents within ten (10) business days of Purchaser's receipt of any additional documents in response to such requests. Purchaser understands that Seller desires that this transaction be closed as soon as possible and Purchaser therefore agrees that any requests for the additional documents shall be made in good faith and not for the purposes of delay 3.2 Closing. The closing of the sale of the Assigned Patent Rights and the assignment of the Abandoned Assets hereunder will occur when all conditions set forth in paragraph 3.3 have been satisfied or waived (the "Closing"). Purchaser and Seller will use reasonable efforts to carry out the Closing within thirty (30) calendar days following the later of the Effective Date or the date on which the last of the Deliverables was received by Purchaser. If Purchaser does not request additional documents within fifteen (15) business days after Purchasers' receipt of the Initial Deliverables, the Closing will occur within thirty (30) calendar days after Purchaser's receipt of the Initial Deliverables, provided that all other conditions for the Closing are satisfied. 3.3 Closing Conditions. The following are conditions precedent to Purchaser's obligation to make the payment in paragraph 3.4. (a) Signature by Seller. Seller timely executed this Agreement and delivered a Transmitted Copy of this Agreement to Purchaser's representatives by not later than 5:00 p.m. Pacific Time on August __, 2006 and promptly delivered two (2) executed originals of this Agreement to Purchaser's representatives. (b) Transmittal of Documents. Seller delivered to Purchaser all the Deliverables. Page 3 (c) Compliance With Agreement. Seller performed and complied in all respects with all of the obligations under this Agreement that are to be performed or complied with by it on or prior to the Closing. (d) Representations and Warranties True. Purchaser is satisfied that, as of the Effective Date and as of the Closing, the representations and warranties of Seller contained in Section 6 are true and correct. (e) Patents Not Abandoned. Purchaser is satisfied that, as of the Effective Date and as of the Closing, none of the assets that are included in the Patents have expired, lapsed, been abandoned, or deemed withdrawn. (f) Delivery of Executed Assignments. Seller caused the Executed Assignments to be delivered to Purchaser's representatives. 3.4 Payment. At Closing, Purchaser will pay to Seller the amount of two million U.S. Dollars (US $2,000,000.00). Purchaser may record the Executed Assignments with the applicable patent offices only upon Closing. 3.5 Termination and Survival. In the event all conditions to Closing set forth in paragraph 3.3 are not met within ninety (90) days following the Effective Date, each of Seller and Purchaser will have the right to terminate this Agreement by written notice to the other party; provided that Seller may only terminate this Agreement pursuant to this paragraph 3.5 if Seller has complied, in all material respects, with all of its obligation under this Agreement. Upon termination, Purchaser will return all documents delivered to Purchaser under this section 3 to Seller. The provisions of paragraphs 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10 and 8.11 will survive any termination. 4. TRANSFER OF PATENTS AND ADDITIONAL RIGHTS 4.1 Assignment of Patents. Upon the Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser all right, title, and interest in and to the Assigned Patent Rights. Seller understands and acknowledges that, if any of the Patents are assigned to Seller's affiliates or subsidiaries, Seller may be required prior to the Closing to perform certain actions to establish that Seller is the assignee and to record such assignments. On or before Closing, Seller will execute and deliver to Purchaser the Assignment of Patent Rights in the form set forth in Exhibit B (as may be updated based on Purchaser's review pursuant to paragraph 3.1). 4.2 Assignment of Additional Rights. Upon the Closing, Seller hereby also sells, assigns, transfers, and conveys to Purchaser all right, title and interest in and to all (a) inventions, invention disclosures, and discoveries described in any of the Patents; (b) rights to apply in any or all countries of the world for patents, certificates of invention, utility models, industrial design protections, design patent protections, or other governmental grants Page 4 or issuances of any type related to any of the Patents and the inventions, invention disclosures, and discoveries therein; (c) causes of action (whether known or unknown or whether currently pending, filed, or otherwise) and other enforcement rights under, or on account of, any of the Patents and/or the rights described in subparagraph 4.2(b), including, without limitation, all causes of action and other enforcement rights for (i) damages, (ii) injunctive relief, and (iii) any other remedies of any kind for past, current and future infringement; and (d) rights to collect royalties or other payments under or on account of any of the Patents and/or any of the foregoing. 4.3 Assignment of Rights in Certain Assets. Upon the Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser all Seller's right, title, and interest in and to the Abandoned Assets. On or before Closing, Seller will execute and deliver to Purchaser the Assignment of Certain Rights in the form set forth in Exhibit C (as may be updated based on Purchaser's review pursuant to paragraph 3.1). 4.4 License Back to /Blonder Tongue. Upon the Closing, the Purchaser hereby grants to Blonder Tongue, under the Assigned Patent Rights and Abandoned Assets included in the Assignment Agreements, and for the lives of all rights granted by the Assignment Agreements, a royalty-free, non-exclusive, non-sublicensable, worldwide right and license ("Blonder Tongue License") to practice the methods and to make, have made by others, use, distribute, lease, sell, offer for sale, import, export, develop, and otherwise dispose of and exploit any products covered by those rights ("Covered Products") All Covered Products manufactured under the Blonder Tongue License must be marked, consistent with the Federal Trademark Act, 15 U.S.C. Section 1051, et seq., with at least one of Blonder Tongue's trademarks or brands, although Covered Products may also be marked with another party's trademarks or brands (i.e., co-branded); provided, however, that in the event of transfer of the Blonder Tongue License pursuant to one or more sales of Blonder Tongue's business lines, as provided in paragraph 4.5 below, the obligation to mark with a Blonder Tongue trademark or brand, Covered Products of any such business line that is sold, will cease as to such business line and the foregoing obligation will thereafter apply to the trademark or brand of the acquirer of such business line. The scope of the Blonder Tongue License shall include the acts of making, using, distributing, leasing, selling, offering for sale, importing, exporting, developing, and otherwise disposing of and exploiting Covered Products by authorized agents of Blonder Tongue such as a distributor, replicator, value-added reseller ("VAR"), or original equipment manufacturer ("OEM"). The parties understand that Blonder Tongue may sell Covered Products under its trademarks and brands to an OEM, VAR, or other product developer, which OEM, VAR, or other product developer may sell products that include or are based on the Covered Products under its own trademark or brand-all within the scope of the Blonder Tongue License; provided, however, that the Blonder Tongue License does not extend to the combination of one or more Covered Products with another product or to any product combined with one or more Covered Products. The Blonder Tongue License is nontransferable, by operation of law or otherwise, except that Blonder Tongue may transfer the Blonder Tongue License pursuant to one or more sales of Blonder Tongue's business lines as provided in paragraph 4.5 or upon written authorization of the Purchaser. Page 5 4.5 Limitation on Transferability of Blonder Tongue License. The Blonder Tongue License with respect to the respective products of the "Addressable Subscriber Products", "Subscriber Module Interdiction", "VideoMask Interdiction," "TV Channel Blocker, and "Addressable Multi-Tap" business lines of Blonder Tongue (each, a "Related Business Line"), may be transferred only once and only to purchaser(s) of all or substantially all of the operating assets (other than cash) of a Related Business Line (a "Permitted Transferee"). In the event of such a transfer of a Related Business Line (a "Transfer"), the Covered Products will be limited to the products in the Related Business Line in the Transfer that had been commercially released by Blonder Tongue prior to the effective date of such Transfer and the merely incremental differences of such products, and the Covered Products will not include, and in no event will the Blonder Tongue License extend to, any other products, processes or services of (x) the respective Permitted Transferee, (y) any affiliate of such purchaser or successor, or (z) any other person. Blonder Tongue shall, within thirty (30) days after a Transfer, provide Purchaser with written notice of such Transfer, which notice will contain: (i) the effective date of the Transfer, (j) a description of the transaction through which the Transfer occurred, and (k) detailed information regarding the respective products, processes and services of Blonder Tongue being transferred, the Permitted Transferee(s), and the purchasing entity (if applicable), as of the effective date of the Transfer, and the Blonder Tongue License will immediately terminate in the event that Blonder Tongue fails to provide such notice as and when set forth above. A Permitted Transferee may not transfer the Blonder Tongue License (by operation of law or otherwise). The Blonder Tongue License will immediately terminate upon any attempted transfer (by operation of law or otherwise) that is not in strict conformance with this paragraph 4.5, and any such attempted transfer will be void. 4.6 Additional License for Further Development. In addition to the license granted in paragraph 4.4, upon the Closing, the Purchaser hereby grants to Blonder Tongue non-exclusive rights to the rights transferred in paragraph 4.2(a) and 4.2(b) for the limited purpose of further research and development of such inventions and discoveries described in the Patents in connection with Blonder Tongue's business. The license set forth in this paragraph 4.6 is nontransferable, by operation of law or otherwise, except that the license may transfer solely to a successor of Blonder Tongue by way of a merger of Blonder Tongue into another entity. 5. ADDITIONAL OBLIGATIONS Page 6 5.1 Further Cooperation. At the reasonable request of Purchaser, Seller will execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby, including, without limitation, execution, acknowledgment, and recordation of other such papers, and using commercially reasonable efforts to obtain the same from the respective inventors, as necessary or desirable for fully perfecting and conveying unto Purchaser the benefit of the transactions contemplated hereby. To the extent any attorney-client privilege or the attorney work-product doctrine applies to any portion of the Prosecution History Files, Seller will ensure that, if any such portion of the Prosecution History File remains under Seller's possession or control after Closing, it is not disclosed to any third party unless (a) disclosure is ordered by a court of competent jurisdiction, after all appropriate appeals to prevent disclosure have been exhausted, and (b) Seller gave Purchaser prompt notice upon learning that any third party sought or intended to seek a court order requiring the disclosure of any such portion of the Prosecution History File. In addition, Seller will continue to prosecute, maintain, and defend the Patents at its sole expense until the Closing. 5.2 Payment of Fees. Seller will pay any maintenance fees, annuities, and the like due or payable on the Patents until the Closing. For the avoidance of doubt, Seller shall pay any maintenance fees for which the fee is payable (e.g., the fee payment window opens) on or prior to the Closing even if the surcharge date or final deadline for payment of such fee would be after the Closing. 6. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows that, as of the Effective Date and as of the Closing (except as otherwise specifically limited below): 6.1 Authority. Seller has the full power and authority and has obtained all third party consents, approvals, and/or other authorizations required to enter into this Agreement and to carry out its obligations hereunder, including, without limitation, the assignment of the Assigned Patent Rights to Purchaser. 6.2 Title and Contest. Seller owns all right, title, and interest to the Assigned Patent Rights, including, without limitation, all right, title, and interest to sue for infringement of the Patents. Seller has obtained and properly recorded previously executed assignments for the Patents as necessary to fully perfect its rights and title therein in accordance with governing law and regulations in each respective jurisdiction. The Assigned Patent Rights will be transferred to the Purchaser on the Closing Date, free and clear of all liens, claims, mortgages, security interests or other encumbrances, and restrictions. There are no actions, suits, investigations, claims, or proceedings threatened (to Seller's best knowledge), pending, or in progress relating in any way to the Assigned Patent Rights. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Assigned Patent Rights. 6.3 Existing Licenses. Except for the nonexclusive license granted to Scientific Atlanta, Inc., under and pursuant to that certain Asset Purchase Agreement dated March 1, 1998 by and between Blonder Tongue Laboratories, Inc. and Scientific Atlanta, Inc. (the "Scientific Atlanta License"), no licenses under the Patents, Page 7 or interest or rights in any of the Assigned Patent Rights have been granted or retained. The Scientific Atlanta License is a non-exclusive grant or right, and such license is nontransferable and may not be sublicensed by Scientific Atlanta to any person, other than to its controlled subsidiaries. 6.4 Restrictions on Rights. Purchaser will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of the Assigned Patent Rights or the Abandoned Assets as a result of any prior transaction related to the Assigned Patent Rights or the Abandoned Assets. 6.5 Validity and Enforceability. None of the Patents or the Abandoned Assets (other than Abandoned Assets for which abandonment resulted solely from unpaid fees and/or annuities) has ever been found invalid, unpatentable, or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, and Seller does not know of and has not received any notice or information of any kind from any source suggesting that the Patents may be invalid, unpatentable, or unenforceable. To the extent "small entity" fees were paid to the United States Patent and Trademark Office for any Patent, such reduced fees were then appropriate because the payor qualified to pay "small entity" fees at the time of such payment and specifically had not licensed rights in the any Patent to an entity that was not a "small entity." 6.6 Conduct. Seller or its agents or representatives have not engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate any of the Patents or hinder their enforcement, including, without limitation, misrepresenting Seller's patent rights to a standard-setting organization. 6.7 Enforcement. Seller has not put a third party on notice of actual or potential infringement of any of the Patents or the Abandoned Assets. Seller has not invited any third party to enter into a license under any of the Patents or the Abandoned Assets. Seller has not initiated any enforcement action with respect to any of the Patents or the Abandoned Assets. 6.8 Patent Office Proceedings. None of the Patents or the Abandoned Assets has been or is currently involved in any reexamination, reissue, interference proceeding, or any similar proceeding, and no such proceedings are pending or threatened. 6.9 Fees. All maintenance fees, annuities, and the like due or payable on the Patents have been timely paid. For the avoidance of doubt, such timely payment includes payment of any maintenance fees for which the fee is payable (e.g., the fee payment window opens) even if the surcharge date or final deadline for payment of such fee would be in the future. 6.10. Abandoned Assets. According to each applicable patent office, each of the Abandoned Assets has expired, lapsed, or been abandoned or deemed withdrawn. 7. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as follows that, as of the Effective Date and as of the Closing: Page 8 7.1 Purchaser is a limited liability company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation. 7.2 Purchaser has all requisite power and authority to (i) enter into, execute, and deliver this Agreement and (ii) perform fully its obligations hereunder. 8. MISCELLANEOUS 8.1 Limitation of Liability. EXCEPT IN THE EVENT OF BREACH OF ANY OF THE PRIMARY WARRANTIES BY SELLER OR SELLER'S INTENTIONAL MISREPRESENTATION, SELLER'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPH 3.4 OF THIS AGREEMENT. PURCHASER'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPH 3.4 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH IN THIS PARAGRAPH 8.1 WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT. 8.2 Limitation on Consequential Damages. EXCEPT IN THE EVENT OF SELLER'S INTENTIONAL MISREPRESENTATION, NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY), FOR COVER OR FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT. 8.3 Compliance with Laws. Notwithstanding anything contained in this Agreement to the contrary, the obligations of the parties with respect to the consummation of the transactions contemplated by this Agreement shall be subject to all laws, present and future, of any government having jurisdiction over the parties and this transaction, and to orders, regulations, directions or requests of any such government. 8.4 Confidentiality of Terms. The parties hereto will use reasonable efforts to keep the terms and existence of this Agreement and the identities of the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other Page 9 litigating parties; (d) in confidence to its legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by Purchaser, in order to perfect Purchaser's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (f) to enforce Purchaser's right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) through (d) above, the disclosing party will use reasonable best efforts to provide the other party with at least ten (10) days' prior written notice of such disclosure., provided further, however that notwithstanding anything herein to the contrary, the parties acknowledge that Seller is a wholly-owned subsidiary of Blonder Tongue, Laboratories, Inc., which is a public company and that Blonder Tongue Laboratories, Inc., will be filing a copy of this agreement in a public EDGAR filing with the Securities Exchange Commission, pursuant to the Securities Exchange Act of 1934, and may also discuss this transaction in its periodic filings and annual report to stockholders, as deemed necessary and material by Blonder Tongue Laboratories, Inc.'s SEC counsel, as to all of which, no notice in advance of disclosure need by given. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences. 8.5 Publicity and SEC Reporting. Blonder Tongue Laboratories, Inc. may make one public announcement at or about the time of signing of this agreement and one public announcement contemporaneously with Closing, each of which announcements will be substantially of the form set forth in Exhibit D. To the extent required by applicable law Seller and/or Blonder Tongue Laboratories, Inc. will also file a Form 8-K with regard to the subject matter of each of the foregoing public announcements. Seller and/or Blonder Tongue Laboratories, Inc. is also authorized to file this Agreement with the Securities Exchange Commission. 8.6 Governing Law; Venue/Jurisdiction. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Delaware, without reference to its choice of law principles to the contrary. Seller will not commence or prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement other than in the state or federal courts located in Delaware. Seller irrevocably consents to the jurisdiction and venue of the courts identified in the preceding sentence in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement. 8.7 Notices. All notices given hereunder will be given in writing (in English or with an English translation), will refer to Purchaser and to this Agreement and will be: (i) personally delivered, (ii) delivered postage prepaid by an internationally recognized express courier service, or (iii) sent postage prepaid registered or certified U.S. mail (return receipt requested) to the address set forth below: Page 10 If to Purchaser If to Seller Moonbeam L.L.C. Blonder Tongue Investment Company 103 Springer Building c/o Blonder Tongue Laboratories, Inc. 3411 Silverside Road One Jake Brown Rd. Wilmington, DE 19801 Old Bridge, NJ 08857 Attn: Managing Director Attn: Chief Executive Officer With a copy to: Stradley Ronon Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103 Attn: Gary P. Scharmett, Esquire Notices are deemed given on (a) the date of receipt if delivered personally or by express courier (or if delivery refused, the date of refusal), or (b) the fifth (5th) calendar day after the date of posting if sent by U.S. mail. Notice given in any other manner will be deemed to have been given only if and when received at the address of the person to be notified. Either party may from time to time change its address for notices under this Agreement by giving the other party written notice of such change in accordance with this paragraph. 8.8 Relationship of Parties. The parties hereto are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties. Neither party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. 8.9 Equitable Relief. Seller acknowledges and agrees that damages alone would be insufficient to compensate Purchaser for a breach by Seller of this Agreement and that irreparable harm would result from a breach of this Agreement. Seller hereby consents to the entering of an order for injunctive relief to prevent a breach or further breach, and the entering of an order for specific performance to compel performance of any obligations under this Agreement. 8.10 Severability. If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective. 8.11 Waiver. Failure by either party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement. 8.12 Miscellaneous. This Agreement, including its exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or Page 11 representations with respect to the subject matter hereof other than as expressly provided herein. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of this Agreement. No amendments or modifications will be effective unless in a writing signed by authorized representatives of both parties; provided, however, that, both prior to and after Closing, Purchaser may update Exhibits A and B to include any patents or patent applications within the definition of Patents, based on its review of the Deliverables as defined in paragraph 3.1, by providing updated Exhibits A and B to Seller. The terms and conditions of this Agreement will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any letter, email or other communication or other writing not expressly incorporated into this Agreement. The following exhibits are attached hereto and incorporated herein: Exhibit A (entitled "Patents to be Assigned"); Exhibit B (entitled "Assignment of Patent Rights"); Exhibit C (entitled "Assignment of Rights in Certain Assets") and Exhibit D (entitled "Press Release Content"). 8.13 Counterparts; Electronic Signature; Delivery Mechanics. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument. Each party will execute and promptly deliver to the other party a copy of this Agreement bearing the original signature. Prior to such delivery, in order to expedite the process of entering into this Agreement, the parties acknowledge that a Transmitted Copy of this Agreement will be deemed an original document. "Transmitted Copy" means a copy bearing a signature of a party that is reproduced or transmitted via email of a .pdf file, photocopy, facsimile, or other process of complete and accurate reproduction and transmission. In witness whereof, intending to be legally bound, the parties have executed this Patent Purchase Agreement as of the Effective Date. SELLER: PURCHASER: BLONDER TONGUE INVESTMENT COMPANY MOONBEAM L.L.C. By: James A. Luksch By: Robin Painter Name: James A. Luksch Name: Robin Painter Title: CEO Title: Authorized Representative Effective Date: September 12, 2006 Page 12
Blonder Tongue Laboratories (BDRL) 8-KEntry into a Material Definitive Agreement
Filed: 18 Sep 06, 12:00am