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, WATTS, INCORPORATED, a Delaware corporation ("Ferris Baker"). BACKGROUND Pursuant to that certain Client Account Agreement between Ferris Baker and James H. Williams ("Williams") (the "Account Agreement"), Ferris Baker maintains an account on behalf of Williams (the "Account") in connection with the purchase and sale of securities by Ferris Baker on behalf of, and as directed by, Williams. Pursuant to Section 16 of such Account Agreement, Ferris Baker is authorized to sell any and all securities held in such Account when, in connection within Ferris Baker's margin maintenance requirements, Ferris Baker deems it necessary for its protection. Williams 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, $.001 par value per share, of the Company ("Stock") currently held in the Account. Ferris Baker now desires to exercise its rights under the Account Agreement and to sell, transfer and assign, on behalf of Williams, the Shares to the Company, and the Company desires to purchase such Shares from Ferris Baker, acting on behalf of Williams, in accordance with the terms and conditions set forth in this Agreement (the "Stock Purchase"). NOW, THEREFORE, intending to be legally bound, and in consideration of the premises, mutual covenants, promises, agreements and undertakings, and the representations and warranties contained herein, the parties hereto agree as follows: 1. Sale of Shares. Subject to the terms and conditions contained in this Agreement, Ferris Baker, on behalf of Williams, hereby sells, transfers, assigns and delivers to the Company, and the Company hereby purchases and accepts the Shares, for the Purchase Price (as defined below). 2. Purchase Price. The Company shall pay to Ferris Baker Seventy-Five Cents ($.75) per Share, for a total aggregate purchase price to be paid by the Company to Ferris Baker 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 Ferris Baker 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#: 026009593; FBO FBW Acct: 002086629037 FFC: FBW Acct 4. Deliveries by Ferris Baker. Concurrently with the execution and delivery of this Agreement, Ferris Baker 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 Williams 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 Ferris Baker 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 Ferris Baker. Ferris Baker 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) Ferris Baker has all necessary power and authority under the Account Agreement and all applicable provisions of law to sell the Shares on behalf of Williams, to execute and deliver this Agreement and to carry out its provisions. (c) To the best of Ferris Baker's knowledge, as of the date hereof, Williams 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, Williams 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 Ferris Baker, on Williams' behalf, of the Shares pursuant to this Agreement. To the best of Ferris Baker's knowledge, upon execution and delivery of this Agreement, Ferris Baker shall have transferred good title to such Shares to the Company, free and clear of all liens, charges, encumbrances and claims whatsoever. (d) Ferris Baker, neither on its own behalf and nor behalf of Williams, 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 Ferris Baker of the Shares pursuant to this Agreement. (e) To the extent such information is public, Ferris Baker 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 Ferris Baker in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby has been taken and Ferris Baker is fully authorized to enter into and to perform its obligations under this Agreement. 2 (g) This Agreement is binding on Ferris Baker and is enforceable in accordance with its terms. (h) Ferris Baker 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 Ferris Baker. Ferris Baker 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 Ferris Baker under this Agreement. 8. Indemnification by the Company. The Company agrees to indemnify, defend and hold harmless Ferris Baker 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. 3 (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, WATTS, INCORPORATED By: /s/ Craig R. Hartman Name: Craig R. Hartman Title: Chief Financial Officer BLONDER TONGUE LABORATORIES, INC. By: /s/ James A. Luksch Name:James A. Luksch Title: Chief Executive Officer 4
Blonder Tongue Laboratories (BDRL) 8-KEntry into a Material Definitive Agreement
Filed: 20 Nov 06, 12:00am