SUBSCRIPTION AGREEMENTSubscription Agreement • November 6th, 2007 • Conolog Corp • Electronic components, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October ___, 2007, 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”).
CONOLOG CORPORATION SELLING AGENT AGREEMENTSelling Agent Agreement • November 6th, 2007 • 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 Three Hundred Fifty Thousand Dollars ($1,350,000) of shares of the Company’s common stock, $0.01 par value (the “Common Stock”) at $1.40 per share; and (ii) share purchase warrants (the “Warrants”), to purchase shares of Common Stock (the “Warrant Shares”). The shares of Common Stock (the “Shares”), the Warrants and the Warrant Shares are collectively referred to herein as the “Securities”. This letter agreement shall confirm our agreement concerning First Montauk Securities Corp. acting as exclusive selling or placement agent (the “Selling Agent” or “FMSC”) in connection with the sale of the Securities.
ContractCommon Stock Purchase Warrant • November 6th, 2007 • 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.
