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
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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...Conolog Corp • January 25th, 2006 • Electronic components, nec • New York
Company FiledJanuary 25th, 2006 Industry Jurisdiction
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
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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
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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
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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...Conolog Corp • June 10th, 2004 • Services-employment agencies • New York
Company FiledJune 10th, 2004 Industry Jurisdiction
ARTICLE I INTEREST & AMORTIZATIONConolog Corp • June 10th, 2004 • Services-employment agencies • New York
Company FiledJune 10th, 2004 Industry Jurisdiction
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...Conolog Corp • August 9th, 2004 • Services-employment agencies • New York
Company FiledAugust 9th, 2004 Industry Jurisdiction
WITNESSETH:Warrant Agreement • November 24th, 1997 • Conolog Corp • Electronic components, nec • New York
Contract Type FiledNovember 24th, 1997 Company Industry Jurisdiction
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
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Exhibit 4.8 SUBSIDIARY GUARANTYConolog Corp • June 10th, 2004 • Services-employment agencies • New York
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ContractConolog Corp • August 6th, 2009 • Electronic components, nec • New York
Company FiledAugust 6th, 2009 Industry JurisdictionTHIS 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 AGREEMENTSubscription Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
Contract Type FiledAugust 6th, 2009 Company Industry JurisdictionTHIS 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 AGREEMENTSubsidiary Security Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
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ARTICLE IFunds Escrow Agreement • June 10th, 2004 • Conolog Corp • Services-employment agencies • New York
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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...Conolog Corp • September 12th, 1997 • Electronic components, nec • New York
Company FiledSeptember 12th, 1997 Industry Jurisdiction
SELECTED DEALER AGREEMENTConolog Corp • September 12th, 1997 • Electronic components, nec
Company FiledSeptember 12th, 1997 IndustryWe, 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.
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
Contract Type FiledAugust 9th, 2004 Company Industry Jurisdiction
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
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DIRECTOR AGREEMENTDirector Agreement • August 17th, 2011 • Conolog Corp • Electronic components, nec • New York
Contract Type FiledAugust 17th, 2011 Company Industry JurisdictionThis 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
Contract Type FiledJuly 25th, 2005 Company Industry JurisdictionThis 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 AGREEMENTSelling Agent Agreement • December 10th, 2004 • Conolog Corp • Electronic components, nec • New York
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ARTICLE IConolog Corp • January 25th, 2006 • Electronic components, nec • New York
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CONOLOG CORPORATION SELLING AGENT AGREEMENTSelling Agent Agreement • December 1st, 2010 • Conolog Corp • Electronic components, nec • New York
Contract Type FiledDecember 1st, 2010 Company Industry JurisdictionConolog 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 AGREEMENTEscrow Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
Contract Type FiledAugust 6th, 2009 Company Industry JurisdictionThis 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 AGREEMENTSecurity Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
Contract Type FiledAugust 6th, 2009 Company Industry Jurisdiction
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
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SECURED CONVERTIBLE NOTEConolog Corp • August 6th, 2009 • Electronic components, nec • New York
Company FiledAugust 6th, 2009 Industry JurisdictionThis 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:
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
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FORM OF CONOLOG CORPORATIONSelling Agent Agreement • January 25th, 2006 • Conolog Corp • Electronic components, nec • New York
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EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2010 • Conolog Corp • Electronic components, nec • New York
Contract Type FiledDecember 1st, 2010 Company Industry JurisdictionAGREEMENT 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
Contract Type FiledJanuary 21st, 2011 Company Industry JurisdictionThis 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”).
EMPLOYMENT AGREEMENT 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 ROBERT S. BENOU ("Executive"), residing at 525...Employment Agreement • September 12th, 1997 • Conolog Corp • Electronic components, nec • New York
Contract Type FiledSeptember 12th, 1997 Company Industry Jurisdiction
AGREEMENTForm of Agreement • October 16th, 2002 • Conolog Corp • Services-employment agencies • New Jersey
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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...Agreement • October 16th, 1996 • Conolog Corp • Electronic components, nec • New York
Contract Type FiledOctober 16th, 1996 Company Industry Jurisdiction