Exhibit 10.5


 


Execution
Copy


 


PATENT
AND TRADEMARK SECURITY AGREEMENT


 


This
Patent and Trademark Security Agreement (this “Agreement”),
dated as of April 8, 2020, is made by and between BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (together with
its successors and permitted assigns, “Parent”), R. L. DRAKE HOLDINGS, LLC, a Delaware limited liability
company (together with its permitted successors and assigns, “Drake”), and Robert J. Pallé, an
individual, as agent for the Lenders (as defined in the Loan Agreement (as hereinafter defined)) (in such capacity, “Agent”;
and together with the Lenders, collectively, the “Secured Party”). Each of Parent and Drake are individually
and collectively referred to herein as “Debtor”.


 


Recitals


 


Parent,
the Secured Party and certain other parties are parties to a Senior Subordinated Convertible Loan and Security Agreement, dated
as of even date herewith (as the same may hereafter be amended, supplemented or restated from time to time, the “Loan
Agreement”) setting forth the terms on which the Secured Party may now or hereafter extend credit to or for the
account of Debtor.


 


As
a condition to extending credit to or for the account of Debtor, the Secured Party has required the execution and delivery of
this Agreement by Debtor.


 


ACCORDINGLY,
in consideration of the mutual covenants contained in the Loan Documents and herein, the parties hereby agree as follows:


 


1. Definitions.
All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. In
addition, the following terms have the meanings set forth below:


 


“Lien”
means, with respect to any Collateral, any lien, encumbrance, adverse right or claim or deemed trust, or security interest of
any kind.


 


“Obligations”
means each and every debt, liability and obligation of every type and description arising under or in connection with any Loan
Document (as defined in the Loan Agreement) which Debtor may now or at any time hereafter owe to the Secured Party, whether such
debt, liability or obligation now exists or is hereafter created or incurred and whether it is or may be direct or indirect, due
or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, independent, joint, several or joint
and several, and including specifically, but not limited to, the Lender Indebtedness (as defined in the Loan Agreement).


 


“Patents”
means all of Debtor’s right, title and interest in and to patents or applications for patents, fees or royalties with respect
to each, and including without limitation the right to sue for past infringement and damages therefor, and licenses thereunder,
all as presently existing or hereafter arising or acquired, including without limitation the patents listed on Exhibit A.


 


“Permitted
Liens” means as applicable to the particular Collateral, (i) “Permitted Liens”, as defined in the MidCap
Credit Agreement, and (ii) Liens in favor of MidCap.


 


“Security
Interest” has the meaning given in Section 2.


 


“Trademarks”
means all of Debtor’s right, title and interest in and to: (i) trademarks, service marks, collective membership marks,
registrations and applications for registration for each, and the respective goodwill associated with each, (ii) licenses,
fees or royalties with respect to each, (iii) the right to sue for past, present and future infringement, dilution and damages
therefor, (iv) and licenses thereunder, all as presently existing or hereafter arising or acquired, including, without limitation,
the marks listed on Exhibit B.


  



     


     


    

 


2. Security
Interest. Debtor hereby irrevocably pledges and assigns to, and grants to Agent, on behalf of Lenders, a security interest
(the “Security Interest”) with power of sale to the extent permitted by law, in the Patents and in the
Trademarks to secure payment of the Obligations. As set forth in the Loan Agreement, the Security Interest is coupled with a security
interest in substantially all of the personal property of Debtor. This Agreement grants only the Security Interest herein described,
is not intended to and does not affect any present transfer of title of any trademark registration or application and makes no
assignment and grants no right to assign or perform any other action with respect to any intent to use trademark application,
unless such action is permitted under 15 U.S.C. § 1060.


 


3. Representations,
Warranties and Agreements. Debtor represents, warrants and agrees as follows:


 


(a) Existence;
Authority. Debtor is a limited liability company or corporation, as applicable, duly organized, validly existing and in good
standing under the laws of its state of formation or incorporation, and this Agreement has been duly and validly authorized by
all necessary organizational action on the part of Debtor.


 


(b) Patents.
Exhibit A accurately lists all Patents owned or controlled by Debtor as of the date hereof, or to which Debtor has
a right as of the date hereof to have assigned to it, and accurately reflects the existence and status of applications and letters
patent pertaining to the Patents as of the date hereof. If after the date hereof, Debtor owns, controls or has a right to have
assigned to it any Patents not listed on Exhibit A, or if Exhibit A ceases to accurately reflect the existence and
status of applications and letters patent pertaining to the Patents, then Debtor shall within 60 days provide written notice to
Agent, on behalf of Lenders, with a replacement Exhibit A, which upon acceptance by Agent shall become part of this Agreement.


 


(c) Trademarks.
Exhibit B accurately lists all Trademarks owned or controlled by Debtor as of the date hereof and accurately reflects
the existence and status of Trademarks and all applications and registrations pertaining thereto as of the date hereof; provided,
however, that Exhibit B need not list common law marks (i.e., Trademarks for which there are no applications or registrations)
which are not material to the business(es) of Debtor or any affiliate (as such term is defined in the Loan Agreement and hereinafter
referred to as “Affiliate”). If after the date hereof, Debtor owns or controls any Trademarks not listed on
Exhibit B (other than common law marks which are not material to Debtor’s or any Affiliate’s business(es)),
or if Exhibit B ceases to accurately reflect the existence and status of applications and registrations pertaining to the
Trademarks, then Debtor shall promptly provide written notice to Agent, on behalf of Lenders, with a replacement Exhibit B,
which upon acceptance by Agent shall become part of this Agreement.


 


(d) Affiliates.
As of the date hereof, no Affiliate owns, controls, or has a right to have assigned to it any items that would, if such item were
owned by Debtor, constitute Patents or Trademarks. If after the date hereof any Affiliate owns, controls, or has a right to have
assigned to it any such items, then Debtor shall promptly either: (i) cause such Affiliate to assign all of its rights in
such item(s) to Debtor; or (ii) notify Agent, on behalf of Lenders, of such item(s) and cause such Affiliate to execute and
deliver to Agent a patent and trademark security agreement substantially in the form of this Agreement.


 


(e) Title.
Debtor has absolute title to each Patent and each Trademark listed on Exhibits A and B, free and clear of all
Liens except Permitted Liens. Debtor (i) will have, at the time Debtor acquires any rights in Patents or Trademarks hereafter
arising, absolute title to each such Patent or Trademark free and clear of all Liens except Permitted Liens, and (ii) will
keep all Patents and Trademarks free and clear of all Liens except Permitted Liens.


  



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(f) No
Sale. Except as permitted in the Loan Agreement, Debtor will not assign, transfer, encumber or otherwise dispose of the Patents
or Trademarks, or any interest therein, without Agent’s prior written consent.


 


(g) Defense.
Debtor will, at its own expense and using commercially reasonable efforts, protect and defend the Patents and Trademarks against
all claims or demands of all Persons other than those holding Permitted Liens.


 


(h) Maintenance.
Debtor will at its own expense maintain the Patents and the Trademarks to the extent reasonably advisable in its business
including, but not limited to, filing all applications to obtain letters patent or trademark registrations and all affidavits,
maintenance fees, annuities, and renewals possible with respect to letters patent, trademark registrations and applications therefor.
Debtor covenants that it will not abandon nor fail to pay any maintenance fee or annuity due and payable on any Patent or Trademark,
nor fail to file any required affidavit or renewal in support thereof, without first providing Agent, on behalf of Lenders: (i) sufficient
written notice, of at least 30 days, to allow Agent, on behalf of Lenders, to timely pay any such maintenance fees or annuities
which may become due on any Patents or Trademarks, or to file any affidavit or renewal with respect thereto, and (ii) a separate
written power of attorney or other authorization to pay such maintenance fees or annuities, or to file such affidavit or renewal,
should such be necessary or desirable.


 


(i) Agent’s
Right to Take Action. If Debtor fails to perform or observe any of its covenants or agreements set forth in this Section 3,
and if such failure continues for a period of ten (10) calendar days after Agent gives Debtor written notice thereof (or, in the
case of the agreements contained in subsection (h), immediately upon the occurrence of such failure, without notice or lapse of
time), or if Debtor notifies Agent that it intends to abandon a Patent or Trademark, Agent may (but need not) perform or observe
such covenant or agreement or take steps to prevent such intended abandonment on behalf and in the name, place and stead of Debtor
(or, at Agent’s option, in Agent’s own name on behalf of Lenders) and may (but need not) take any and all other actions
which Agent, on behalf of Lenders, may reasonably deem necessary to cure or correct such failure or prevent such intended abandonment.


 


(j) Costs
and Expenses. Except to the extent that the effect of such payment would be to render any loan or forbearance of money usurious
or otherwise illegal under any applicable law, Debtor shall pay Agent, for the benefit of Lenders, on demand the amount of all
moneys expended and all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by the Secured
Party in connection with or as a result of Agent’s taking action under subsection (i) or exercising its rights under Section
6, together with interest thereon from the date expended or incurred by the Secured Party at the Default Rate.


 


(k) Power
of Attorney. To facilitate Agent’s taking action under subsection (i) and exercising its rights under Section 6, Debtor
hereby irrevocably appoints (which appointment is coupled with an interest) Agent, on behalf of Lenders, or its delegate, as the
attorney-in-fact of Debtor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver,
endorse or file, in the name and on behalf of Debtor, any and all instruments, documents, applications, financing statements,
and other agreements and writings required to be obtained, executed, delivered or endorsed by Debtor under this Section 3, or,
necessary for Agent, on behalf of Lenders, after an Event of Default, to enforce or use the Patents or Trademarks or to grant
or issue any exclusive or non-exclusive license under the Patents or Trademarks to any third party, or to sell, assign, transfer,
pledge, encumber or otherwise transfer title in or dispose of the Patents or Trademarks to any third party. Debtor hereby ratifies
all that such attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein shall terminate
upon the termination of the Loan Agreement as provided therein and the payment and performance of all Obligations.


 


4. Debtor’s
Use of the Patents and Trademarks. Debtor shall be permitted to control and manage the Patents and Trademarks, including the
right to exclude others from making, using or selling items covered by the Patents and Trademarks and any licenses thereunder,
in the same manner and with the same effect as if this Agreement had not been entered into, so long as no Event of Default exists.


  



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5. Events
of Default. Each of the following occurrences shall constitute an event of default under this Agreement (herein called “Event
of Default”): (a) an Event of Default, as defined in the Loan Agreement, shall exist; or (b) Debtor shall
fail promptly to observe or perform any covenant or agreement herein binding on it; or (c) any of the representations or warranties
contained in Section 3 shall prove to have been incorrect in any material respect when made.


 


6. Remedies.
While an Event of Default exists, subject to the terms of Section 3(i) to the extent applicable, Agent, on behalf of Lenders,
may, at its option, take any or all of the following actions:


 


(a) Agent
may exercise any or all remedies available under the Loan Agreement.


 


(b) Agent
may sell, assign, transfer, pledge, encumber or otherwise dispose of the Patents and Trademarks.


 


(c) Agent
may enforce the Patents and Trademarks and any licenses thereunder, and if Agent shall commence any suit for such enforcement,
Debtor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents required by Agent in
aid of such enforcement.


 


7. Miscellaneous.
This Agreement can be waived, modified, amended, terminated or discharged, and the Security Interest can be released, only explicitly
in a writing signed by the Secured Party. A waiver signed by the Secured Party shall be effective only in the specific instance
and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of the
Secured Party’s rights or remedies. All rights and remedies of Agent, on behalf of Lenders, shall be cumulative and may
be exercised singularly or concurrently, at Agent’s option, and the exercise or enforcement of any one such right or remedy
shall neither be a condition to nor bar the exercise or enforcement of any other. All notices to be given to Debtor under this
Agreement shall be given in the manner and with the effect provided in the Loan Agreement. Agent shall not be obligated to preserve
any rights Debtor may have against prior parties, to realize on the Patents and Trademarks at all or in any particular manner
or order, or to apply any cash proceeds of Patents and Trademarks in any particular order of application. This Agreement shall
be binding upon and inure to the benefit of Debtor and the Secured Party and their respective participants, successors and assigns
and shall take effect when signed by Debtor and delivered to Agent, and Debtor waives notice of the Agent’s acceptance hereof.
Agent may execute this Agreement if appropriate for the purpose of filing, but the failure of Agent to execute this Agreement
shall not affect or impair the validity or effectiveness of this Agreement. This Agreement or any financing statement signed by
Debtor may be transmitted by facsimile machine or by electronic mail in portable document format (“pdf”) and signatures
appearing on faxed instruments and/or electronic mail instruments shall be treated as original signatures. Any party delivering
an executed counterpart of this Agreement or any financing statement signed by Debtor by telefacsimile or other electronic method
of transmission also shall deliver an original executed counterpart of this Agreement, but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability or binding effect hereof. This Agreement shall be governed
by the internal law of the State of Delaware without regard to conflicts of law provisions. The Debtor hereby consents to the
exclusive jurisdiction of any state or federal court located within the State of New Jersey, and irrevocably agrees that subject
to Agent’s election, all actions or proceedings relating to the Loan Documents or the transactions contemplated hereunder
shall be litigated in such courts and Debtor waives any objection which it may have based on lack of personal jurisdiction, improper
venue or forum non-conveniens to the conduct of any proceeding in any such court and waives personal service of any and all process
upon them and consent that all such service of process be made by mail or messenger directed to it as the address set forth in
the Loan Agreement. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality
or unenforceability shall not affect other provisions or applications which can be given effect and this Agreement shall be construed
as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations
and warranties contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the creation
and payment of the Obligations.


 


[CONTINUED
ON THE FOLLOWING PAGE]


  



    4


     


    

 


THE
PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.


 


IN
WITNESS WHEREOF, the parties have executed this Patent and Trademark Security Agreement as of the date written above.


 


	 	DEBTOR:
	 	 
	 	BLONDER TONGUE LABORATORIES, INC.
	 	 
	 	By:	 
	 	Name: Eric Skolnik
	 	Title: Senior Vice President and Chief Financial Officer
	 	 
	 	R. L. DRAKE HOLDINGS, LLC
	 	 
	 	By:	                       
	 	Name: Eric Skolnik
	 	Title: Senior Vice President and Chief Financial Officer




   


 [Signature
Page to Patent and Trademark Security Agreement]



     


     


    

 


	 	AGENT, ON BEHALF OF THE SECURED PARTY:
	 	 
	 	 
	 	ROBERT J. PALLÉ, as Agent




 


 [Signature
Page to Patent and Trademark Security Agreement]



     


     


    

 


EXHIBIT
A


 


ISSUED
PATENTS


 


None.


  


PENDING
PATENT APPLICATIONS


   


	Country	 	App No Filing Date	 	Title	 	Publication

 Date	 	Publication No.
	PCT	 	PCT/US2017/055342

10/5/2017	 	International Networking Modules for Display Systems	 	4/11/2019	 	WO 2019/070283A1
	USA	 	15/722,643

10/2/2017	 	Enterprise Content Gateway	 	10/4/2018	 	US20180288829
	Australia	 	2017407363

10/2/2019	 	Enterprise Content Gateway	 	 	 	AU2017407363
	Canada	 	3058156

9/26/2019	 	Enterprise Content Gateway	 	 	 	CA3058156
	EPO	 	17903385.7

10/23/2019	 	Enterprise Content Gateway	 	2/5/2020	 	EP3602314
	USA	 	16/580,180

9/24/2019	 	Networking Modules for Display Systems	 	1/16/2020	 	US2020/0021874




 


PATENT
LICENSES


   


The
following are the patent licenses which Parent is a party:


  


	Licensor	 	Description
	Moonbeam
    LLC	 	Patent
    Purchase Agreement (with license back to Blonder Tongue)
	CableLabs	 	CableCARD
    Software Keys
	Dolby
    Laboratories Licensing Corp	 	Dolby
    Trademark
	Digital
    Content Protection	 	HDCP
    License Agreement
	Digital
    Transmission Licensing Admin 	 	DTCP
    license
	HDMI	 	HDMI
	LG
    Electronics	 	Pro:Idiom
    content protection
	Motion
    Picture Experts Group	 	MPEG-2
    Systems Patent Portfolio License
	Via
    Licensing Corporation	 	AAC
    Patent License Agreement
	ViXS	 	Development
    Kit License Agreement; Technical Support Agreement
	Commsonic
    LTD	 	Developer
    License Agreement
	Verimatrix	 	Master
    Integration Agreement
	Broadcom	 	Software
    License Agreement
	RDK
    Management	 	Software
License Agreement



 


Miscellaneous
shrink wrap software licenses


  


The
Company also from time to time licenses technology from third parties that may not be subject to an underlying patent, but rather
constitutes trade secret information of the licensor.


  


The
following are the patent licenses which R. L. Drake Holdings, LLC (“Drake”) is a party:


  


ATSC
Patent Portfolio License dated April 30, 2008 by and between MPEG LA, LLC (as licensor) and Drake (as licensee) and the ATSC non-assert
document offered on behalf of Zenith Electronics dated April 13, 2010.


 


AVC
Patent Portfolio License dated April 30, 2008 by and between MPEG LA, LLC (as licensor) and Drake (as licensee).


 


MPEG-2
Patent Portfolio License dated September 14, 2009 by and between MPEG LA, LLC (as licensor) and Drake (as licensee).


 


DFAST
Technology License Agreement for Non-Portable (Cable Operator-Purchased) Devices) dated July 20, 2009 by and between Cable Television
Laboratories, Inc. (as licensor) and Drake (as licensee).


 


Dolby
Laboratories System License Agreement dated May 28, 2009 by and between Dolby Laboratories Licensing Corporation (as licensor)
and Drake (as licensee).


  



     


     


    

 


EXHIBIT
B


 


UNITED
STATES ISSUED TRADEMARKS, SERVICE MARKS


AND
COLLECTIVE MEMBERSHIP MARKS


REGISTRATIONS


	I.	PARENT



 


None.


 


	II.	DRAKE



 


None.


 


	

    COUNTRY	 	

    MARK	 	

    SERIAL NO.	 	REG.
    DATE/

    REG. NO.
	USA	 	DRAKE	 	76604375	 	09/20/2005
    / 2996788
	Italy	 	 	 	349,155	 	 
	France	 	 	 	1406111	 	 
	Switzerland	 	 	 	P288,683	 	 
	Norway	 	 	 	101980	 	 
	Lebanon	 	 	 	68262	 	 
	Bahrain	 	 	 	Tm17974	 	 
	Canada	 	 	 	TMA318883	 	 


 


APPLICATIONS


None.


 


COLLECTIVE
MEMBERSHIP MARKS


 


None.


  



     


     


    

 


UNREGISTERED
MARKS


 


		I.	PARENT



 


	Mark	 	Description
	“BLONDER
    TONGUE” (block letters)	 	Company
    logo
	“BT”
    (with design)	 	Company
    logo
	BIDA	 	Distribution
    amplifiers or “Broadband Indoor Distribution Amplifier”; 1986
	AP	 	AP
    series Agile heterodyne Processors; 1992
	AM	 	Agile
    audio/video Modulator; 1992
	MICM	 	Channelized
    Audio/Video Modulator; 1996
	ACA	 	Distribution
    amplifiers or “Apartment Complex Amplifier”; 1986
	NeXgen
    Gateway	 	Enterprise
    Content Gateway 
	NXG	 	Abbreviation
    for NeXgen Gateway
	BT
    Cryptolink	 	Encryption
    Module for IP Decoding
	Cryptolink	 	Encryption
    Module for IP Decoding
	Clearview	 	Transcoder
	NXG-View	 	Blade
    to oversee all working blades for the NeXgen Gateway
	NXG-BTCRYPT	 	Provides
    AES-128 Encryption


 


		II.	DRAKE



 


	Mark	 	Description
	“R.
    L. Drake”	 	Company
    logo
	“Drake”	 	Company
    logo
	Trailblazer	 	Transmitters,
    receivers, fiber optic broadband links; 2000
	Drake
    Canada	 	Fiber
    optic telecommunications line; 2000
	Drake
    Digital	 	Distribution
    amplifiers or “Broadband Indoor Distribution Amplifier”; 1986