ContractWarrant Agreement • July 25th, 2005 • 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 MAY NOT BE EXERCISED BY A U.S. PERSON AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED BY A U.S. PERSON IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONOLOG CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
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”):
CONOLOG CORPORATION SELLING AGENT AGREEMENTSelling Agent Agreement • July 25th, 2005 • 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 S promulgated under the Securities Act of 1933, as amended (the “Act”) up to an aggregate of up to $1,500,000 of its shares of common stock and common stock warrants (collectively, 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.
