Xx. Xxxxxx X. Xxxxx
Conolog Corporation
0 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Conolog Corporation Bridge Loan
Dear Xx. Xxxxx:
Reference is made to that certain letter agreement ("Letter Agreement")
dated ______________________, 1997, by and between the undersigned and Conolog
Corporation (the "Company"), pursuant to which the undersigned made a loan of
$___________________ to the Company and as consideration therefor, was entitled
to convert a promissory note reflecting $__________________ of such loan (the
"Second Note") into ___________________ Preferred Stock Purchase Warrants to
purchase _______________________ shares of Series D Preferred Stock of the
Company at an exercise price of $5.25 per share, for a period of three (3) years
commencing one (1) year from the effective date of the next public offering.
Notwithstanding anything contained in the Letter Agreement to the contrary, it
is agreed that:
(1) Section 1 of such Letter Agreement shall be amended to reflect
that, instead of being convertible into __________________ Preferred Stock
Purchase Warrants, the Second Note shall be convertible into an identical number
of Class A Warrants, and that such Class A Warrants will be identical to the
Class A Warrants being offered by the Company to the public;
(2) Section 4 of such Letter Agreement entitled "Security Agreement"
shall be deleted in its entirety;
(3) The Second Note shall be deemed amended to reflect that instead of
being convertible into __________________ Preferred Stock Purchase Warrants, the
Second Note shall be convertible into an identical number of Class A Warrants,
and that such Class A Warrants will be identical to the Class A Warrants being
offered by the Company to the public; and
(4) The First and Second Notes shall be due and payable on the earlier
of (i) January 31, 1999, or (ii) the closing of the Company's next public
offering.
As herein amended, the Letter Agreement is confirmed and shall be in
full force and effect.
Dated: ________________________, 1997
CONOLOG CORPORATION
By:
---------------------------- --------------------------
Xxxxxx X. Xxxxx [Name of Investor]
Title: President
