Conolog Corp Sample Contracts

Exhibit 4.1 CONOLOG CORPORATION SECURITIES PURCHASE AGREEMENT April 26, 2004 Table of Contents
Securities Purchase Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
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ARTICLE I INTEREST & AMORTIZATION
Conolog Corp • June 10th, 2004 • Services-employment agencies • New York
WITNESSETH:
Warrant Agreement • November 24th, 1997 • Conolog Corp • Electronic components, nec • New York
Exhibit 4.8 SUBSIDIARY GUARANTY
Conolog Corp • June 10th, 2004 • Services-employment agencies • New York
Contract
Conolog Corp • August 6th, 2009 • 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.

SUBSCRIPTION AGREEMENT
Subscription 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 4.6 SUBSIDIARY SECURITY AGREEMENT
Subsidiary Security Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
ARTICLE I
Funds Escrow Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
SELECTED DEALER AGREEMENT
Conolog Corp • September 12th, 1997 • 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.

DIRECTOR AGREEMENT
Director 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 AGREEMENT
Funds 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”):

Exhibit 1.1 CONOLOG CORPORATION SELLING AGENT AGREEMENT
Selling Agent Agreement • December 10th, 2004 • Conolog Corp • Electronic components, nec • New York
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ARTICLE I
Conolog Corp • January 25th, 2006 • Electronic components, nec • New York
CONOLOG CORPORATION SELLING AGENT AGREEMENT
Selling 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.

ESCROW AGREEMENT
Escrow 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”):

SECURITY AGREEMENT
Security Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
SECURED CONVERTIBLE NOTE
Conolog Corp • August 6th, 2009 • Electronic components, nec • New York

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of secured convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

FORM OF CONOLOG CORPORATION
Selling Agent Agreement • January 25th, 2006 • Conolog Corp • Electronic components, nec • New York
EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Securities 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”).

AGREEMENT
Form of Agreement • October 16th, 2002 • Conolog Corp • Services-employment agencies • New Jersey
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