WITNESSETH:Warrant Agreement • November 24th, 1997 • Conolog Corp • Electronic components, nec • New York
Exhibit 4.1 CONOLOG CORPORATION SECURITIES PURCHASE AGREEMENT April 26, 2004 Table of ContentsSecurities Purchase Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of April 26, 2004, by and between Conolog Corporation, a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
Exhibit 4.7 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement") dated as of April 26, 2004, between Laurus Master Fund, Ltd. ("Pledgee"), and Conolog Corp. ("Pledgor"). BACKGROUND Pledgor has entered into a Securities Purchase...Stock Pledge Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
Exhibit 4.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
CONSULTING AGREEMENT AGREEMENT made as of the 6th day of February, 1998 between CONOLOG CORPORATION (the "Company"), a Delaware Corporation having an office at 5 Columbia Road, Somerville, New Jersey 08876 and WARREN SCHREIBER, residing at 430...Consulting Agreement • February 23rd, 1998 • Conolog Corp • Electronic components, nec • New York
COMMON STOCK PURCHASE WARRANTWarrant Agreement • December 10th, 2004 • Conolog Corp • Electronic components, nec • New York
SELECTED DEALER AGREEMENTSelected Dealer Agreement • September 12th, 1997 • Conolog Corp • Electronic components, nec
We, as the Underwriter named in the below referred to Prospectus (the "Underwriter") have agreed, subject to the terms and conditions of the Underwriting Agreement dated this date (the "Underwriting Agreement") to purchase from IAR Securities Corp. (the "Company") at the price set forth on the cover of such Prospectus, the above referred to 700,000 Units, each consisting of one (1) share of Common Stock, $1.00 par per share ("Common Stock") and four (4) Class A Redeemable Common Stock Purchase Warrants ("Warrants"), and up to an additional 105,000 Units, offered pursuant to an over-allotment option (collectively being called the "Units"). Each Warrant is exercisable to purchase (1) share of Common Stock. The Units and certain of the terms on which they are being purchased and offered are more fully described in the enclosed Prospectus (the "Prospectus"). Additional copies of the Prospectus will be supplied to you, in reasonable quantities upon request.
Exhibit 4.5 CONOLOG CORPORATION SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Onshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Gentlemen: 1. To secure the payment of all...Security Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of July 30, 2004, by and among Conolog Corporation, a Delaware corporation (the "Company"), and the subscribers identified on the signature page hereto (each a...Subscription Agreement • August 9th, 2004 • Conolog Corp • Services-employment agencies • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 3, 2009, by and among Conolog Corporation, a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
Exhibit 4.8 SUBSIDIARY GUARANTYSubsidiary Guaranty • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
ContractWarrant Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONOLOG CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Conolog Corporation 5 Columbia Road Somerville, NJ 08876 UNDERWRITING AGREEMENT IAR Securities Corp. __________, 1997 99 Wall Street New York, NY 10005 Gentlemen: Conolog Corporation, a Delaware corporation (the "Company"), proposes to issue and sell...Underwriting Agreement • September 12th, 1997 • Conolog Corp • Electronic components, nec • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR...Common Stock Purchase Warrant • January 25th, 2006 • Conolog Corp • Electronic components, nec • New York
ARTICLE IFunds Escrow Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
Exhibit 4.6 SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR...Warrant Agreement • August 9th, 2004 • Conolog Corp • Services-employment agencies • New York
LIMITED STANDSTILL AGREEMENT This AGREEMENT (the "Agreement") is made as of the 30th day of July, 2004, by the signators hereto (each a "Holder"), in connection with his ownership of shares of Conolog Corporation, a Delaware corporation (the...Limited Standstill Agreement • August 9th, 2004 • Conolog Corp • Services-employment agencies • New York
DIRECTOR AGREEMENTDirector Agreement • August 17th, 2011 • Conolog Corp • Electronic components, nec • New York
This DIRECTOR AGREEMENT (this “Agreement”) is made as of August 15, 2011, by and between Conolog Corporation, a Delaware corporation (the “Company”), and Michael Horn, an individual with an address at 26 Buckingham Drive East Brunswick, NJ 08816 (the “Director”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 25th, 2005 • Conolog Corp • Electronic components, nec • New York
This Agreement is dated as of the 19 day of July, 2005 among Conolog Corporation, a Delaware corporation (the “Company”), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
AGREEMENTConvertible Debenture Agreement • October 16th, 2002 • Conolog Corp • Services-employment agencies • New Jersey
CONOLOG CORPORATION SELLING AGENT AGREEMENTSelling Agent Agreement • December 1st, 2010 • Conolog Corp • Electronic components, nec • New York
Conolog Corporation (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) (i) up to One Million Dollars ($l,000,000) of convertible debentures convertible into shares of common stock (“Convertible Debentures”); (ii) common stock warrants (the “Warrants”); and (iii) Class B warrants (“Class B Warrants”) exercisable for 36 months into the Convertible Debentures (collectively, the “Securities”). Offers and sales of the Securities shall be to Accredited Investors (as defined in Regulation D promulgated by the Securities and Exchange Commission) or “qualified institutional buyers” as defined under Rule 144A. This letter agreement shall confirm our agreement concerning Garden State Securities, Inc. acting as exclusive selling or placement agent (the “Selling Agent” or “GSS”)) in connection with the sale of the Securities.
SECURITY AGREEMENTSecurity Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
ARTICLE IConvertible Note • January 25th, 2006 • Conolog Corp • Electronic components, nec • New York
ESCROW AGREEMENTEscrow Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
This Agreement is dated as of the 3rd day of August, 2009 among Conolog Corporation, a Delaware corporation (the “Company”), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
BACKGROUND:Option and Purchase, Sale and Assignment Agreement • February 4th, 1997 • Conolog Corp • Electronic components, nec • New York
AGREEMENT made this 12th day of September, 1996 between CNL HOLDING, INC., a Delaware corporation (the "Investor") and CONOLOG CORPORATION, a Delaware corporation (the "Company"). WHEREAS, the Company is indebted to The Chase Manhattan Bank, formerly...Option Agreement • October 16th, 1996 • Conolog Corp • Electronic components, nec • New York
Exhibit 99(c) CONSULTING AGREEMENT AGREEMENT made as of the 22nd day of December, 1998 between CONOLOG CORPORATION (the "Company"), a Delaware Corporation having an office at 5 Columbia Road, Somerville, New Jersey 08876 and NYBOR GROUP INC., having...Consulting Agreement • March 26th, 1999 • Conolog Corp • Electronic components, nec • New York
FORM OF CONOLOG CORPORATIONSelling Agent Agreement • January 25th, 2006 • Conolog Corp • Electronic components, nec • New York
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of January 19, 2006, by and among Conolog Corporation, a Delaware corporation (the "Company"), and the subscribers identified on the signature page hereto (each a...Subscription Agreement • January 25th, 2006 • Conolog Corp • Electronic components, nec • New York
ContractConvertible Note • March 14th, 2007 • Conolog Corp • Electronic components, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONOLOG CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2010 • Conolog Corp • Electronic components, nec • New York
AGREEMENT made as of the 1st day of June, 1997 between CONOLOG CORPORATION (“Company”), a Delaware corporation having an office at 5 Columbia Road, Somerville, New Jersey 08876 and MARC R. BENOU (“Executive”), residing at
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2011 • Conolog Corp • Electronic components, nec • New York
This Securities Purchase Agreement (the “Agreement”) dated as of January 6, 2011, by and among Conolog Corporation, a Delaware corporation, with headquarters located at 5 Columbia Road, Somerville, New Jersey (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “Purchaser”).
