Fill and Sign the Blonder Tongue Laboratories Inc Form 8 K Received 0316

§ 9.03 Limitation o f Remedies and Damages Page 220 Termination by Buyer. Buyer is entitled to terminate this Agreement upon written notice to Seller, with the effect set forth in Section ____ of this Agreement, if (a) Seller has materially violated or breached any of the agreements, representations or warranties contained in this Agreement, and Buyer has not waived the violation or breach in writing at or before Closing; or (b) Seller has failed to satisfy a condition to the obligations of Buyer, and Buyer has not waived the condition in writing at or before Closing. Effect of Terminat ion. Termination of this Agreement pursuant to Section _____ does not terminate, limit or restrict the rights and remedies of Buyer. In addition to Buyer’s right under common law to redress for any breach or violation, Seller shall indemnify and defend Buyer against all losses, damages (including, without limitation, consequential damages), costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs, and attorney’s fees and expenses) asserted against, imposed upon, or incurred by Buyer, directly or indirectly, arising out of or resulting from the breach or violation and the enforcement of this Section. Page 221 Termination by Buyer. Buyer is entitled to terminate this Agreement upon written notice to Seller at any time prior to Closing if, in its sole discretion, it is not satisfied with the results of its due diligence investigation. In that event, the parties agree that despite any other provision of this Agreement, the parties have no further liability or obligation to each other (except with respect to ongoing confidentiality obligations pursuant to Section ____). The parties further acknowledge and agree that Buyer’s ability to terminate this Agreement has been provided in consideration for Buyer’s willingness to exclude all other remedies related to the termination, including without limitation any remedy arising from Seller’s actual or alleged misrepresentation or breach of warranty contained in this Agreement. Page 225 Damages. Manufacturer and Purchaser acknowledge and agree that the Purchase Price has been negotiated in consideration of their agreement to limit certain of Manufacturer’s liabilities. Accordingly, in no event is Manufacturer liable for any consequential or incidental damages, however caused. Page 231 Example 1 Breakup Fee. If Seller breaches Section ____, Seller shall pay to Buyer the sum of $_______. This fee is the exclusive remedy to Buyer under this letter of intent in the event of a breach by Seller of Section ___. Example 2 Breakup Fee. Seller shall pay to Buyer the sum of $_______ if all of the following occur: (a) Seller breaches Section ____ or Seller provides to Buyer written notice that negotiations toward a definitive agreement are terminated. (b) No later than six months after the date of the breach or termination, as the case may be, Seller signs a letter of intent or other agreement relating to the acquisition of the Shares or Seller’s assets or business, whether directly or indirectly, through purchase, merger, consolidation, or other business combination (a “Subsection (b) Transaction”). (c) A Subsection (b) Transaction is consummated. Seller shall make the required payment to Buyer immediately upon the consummation of the Subsection (b) Transaction.