AMENDMENT NO 1 TO THE SUBSCRIPTION AGREEMENT
EXHIBIT 10.1
AMENDMENT NO 1
TO
THE SUBSCRIPTION AGREEMENT
This Amendment No. 1 (the “Amendment”), dated June 18, 2010, to the Subscription Agreement (the “Subscription Agreement”), by and among Conolog Corporation, a Delaware corporation, and the parties identified on the signature page hereto (the “Holder”), dated August 3, 2009.
Capitalized terms not otherwise defined herein have the meaning set forth in the Subscription Agreement.
The parties agree as follows:
1. Section 12 (b) Favored Nations Provision. Section 12 (b), Favored Nations Provision of the Subscription Agreement is hereby amended and restated in its entirety to read as follows:
“(b) Reserved.
[Intentionally left blank]”
2. Section 3.1 Share Issuance. The parties hereby agree that Section 3.1 Holders Conversion Rights, of any future Secured Notes issued upon exercise of the Class B Common Stock Purchase Warrants will read as follows:
“3. 1 Holder’s Conversion Rights. Subject to Section 3.2, the Holder shall have the right, but not the obligation at all times, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note, into shares of Common Stock, subject to the terms and conditions set forth in this Article III at the rate of $.60, (“Fixed Conversion Price”).”
3. Purchase Price of Warrants. The parties hereby agree that all future Class C Common Stock Purchase Warrants issued upon exercise of the Class B Common Stock Purchase Warrants shall have a Purchase Price equal to $.50 per share.
4. Amendments. This Amendment may not be amended, waived, modified, supplemented or terminated in any manner whatsoever except by written instrument signed by the Company and Holder.
5. Prior Agreements. Except as amended hereby, the terms and provisions of the Subscription Agreement shall remain in full force and effect. On and after the date of this Agreement, each reference in the Subscription Agreement shall mean and be a reference to the Subscription Agreement as amended by this Amendment.
6. Execution of this Agreement. This Amendment may be executed in any number of counterparts, with the same effect as if all the signatures on such counterparts appeared on one document. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.
7. Binding on Successors. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
8. Invalidity. Any provision of this Amendment that may be determined by a court of competent jurisdiction to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9. Section or Paragraph Headings. Section and paragraph headings used herein are for convenience only and shall not be construed as part of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Subscription Agreement as of the date set forth in the first paragraph hereof.
CONOLOG CORPORATION
By: _________________________
Name: Robert Benou
Title: Chief Executive Officer
ALPHA CAPITAL ANSTALT
By: _________________________
Name:
Title:
WHALEHAVEN CAPITAL FUND LIMITED
By: _________________________________
Name:
Title:
OSHER CAPITAL PARTNERS LLC
By: ____________________________
Name:
Title:
