Exhibit 4.1


THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.


THIS PROMISSORY NOTE IS ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS AS SET FORTH HEREIN.


	
  

 	
  

 
	
 US$191,350.00

 	
 July 28, 2011

 
	
 Somerville, New Jersey

 	
  

 


PROMISSORY NOTE


          FOR VALUE
RECEIVED, the undersigned, CONOLOG CORPORATION, a corporation incorporated
under the laws of the State of Delaware (the “Borrower”), hereby promises to
pay to the order of ROBERT S. BENOU, an individual residing at 525 Hillside Ave Mountainside, NJ. 07092 (the “Lender”) on the Termination Date (as defined
below), the unpaid principal amount of the loans made by the Lender to the
Borrower from January 24, 2011 through June 20, 2011, as evidenced hereby, in the principal aggregate amount of
one hundred ninety-one thousand three hundred fifty United States Dollars
(US$191,350.00) (the “Loan”).


          Section 1. Certain
Terms Defined. The following terms for all purposes of this
Promissory Note shall have the respective meanings specified below.


          “Business Day” means any day except a
Saturday, Sunday or other day on which commercial banks in New York, New York
are authorized by law to close.


          “Default” means any event which, with the
giving of notice, lapse of time, determination of materiality or fulfillment of
any other applicable condition (or any combination of the foregoing), would
constitute an Event of Default.


          “Event of Default” has the meaning given to
it in Section 9.


          “Material Adverse Effect” means a material
adverse effect on (a) the business, operations, prospects, condition
(financial or otherwise) or property of the Borrower, (b) the validity or
enforceability of any provision of this Promissory Note, (c) the ability
of the Borrower to timely perform its obligations hereunder, or (d) the
rights and remedies of the Lender under this Promissory Note.


          “Person” means and includes any natural
person, individual, partnership, joint venture, corporation, trust, limited
liability company, limited company, joint stock company, unincorporated
organization, government entity or any political subdivision or agency thereof,
or any other entity.


          “Promissory Note” means this promissory
note.





          “Termination Date” means the fifth (5th)
Business Day following the date upon which the Lender notifies the Borrower, in
writing, that this Promissory Note and all amounts of principal owed hereunder
are due.


          Section 2. Maturity
of the Loan. The Loan shall mature, and the principal amount thereof
shall be due and payable on the Termination Date.


          Section 3. Interest
Payments. No interest shall accrue or be payable under this
Promissory Note.


          Any overdue
principal on the Loan shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to the lesser of (i) the maximum interest
rate permitted by applicable law and (ii) six percent (6.00%) (the “Default
Rate”).


          Interest
shall be computed on the basis of a year of 360 days and paid for the actual
number of days elapsed (including the first day but excluding the last day).


          Section 4. Optional
Prepayments. The Borrower may prepay the Loan in whole or in part at
any time without penalty by paying the principal amount to be prepaid.


          Section 5. General
Provisions as to Payments. All payments of principal and of
interest, if applicable, on the Loan by the Borrower hereunder shall be made
not later than 12:00 Noon (New York City time) on the date when due by
cashier’s check or by wire transfer of immediately available funds to the
Lender’s account at a bank in the United States specified by the Lender in
writing to the Borrower without reduction by reason of any set-off or
counterclaim.


          Section 6. Representations
and Warranties of the Borrower. The Borrower represents and warrants
to the Lender that: 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 it is duly incorporated, validly existing and in good standing under
 the laws of the State of Delaware;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 it is duly authorized to do business in all jurisdictions material to
 the conduct of its business; 

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 it has full power and authority and holds all requisite governmental
 licenses, permits and other approvals to enter into and perform its
 obligations under this Promissory Note and to conduct its business
 substantially as currently conducted by it; 

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 the execution, delivery and performance of this Promissory Note are
 within the Borrower’s corporate powers and have been duly authorized by all
 necessary corporate action; 

 


2









	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 this Promissory Note has been duly executed by an authorized officer
 or director of the Borrower and constitutes a legal, valid and binding
 obligation enforceable against the Borrower; 

 
	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 this Promissory Note does not violate any of the Borrower’s
 organizational documents, any law, court order or material agreement by which
 the Borrower is bound; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 the Borrower’s performance under this Promissory Note is not
 threatened by any pending or threatened litigation. 

 


          Section 7. Affirmative Covenants.
Unless the Lender shall otherwise agree, the Borrower shall:


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 (i) maintain its corporate existence and qualify and remain
 qualified to conduct business as currently conducted; (ii) maintain all
 approvals necessary for the Loan and the Promissory Note; and
 (iii) operate its business with due diligence, efficiency and in
 conformity with sound business practices;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 (i) keep its properties and business insured with financially
 sound and reputable insurers against loss or damage in such manner and to the
 same extent as shall be no less than that generally accepted as customary in
 regard to property and business of like character; and (ii) punctually
 pay any premium, commission and any other amount necessary for effectuating
 and maintaining in force each insurance policy required pursuant hereto;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 comply in all material respects with all applicable laws, rules,
 regulations and orders of any government authority;

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 promptly inform the Lender, in writing, of any proposed material
 change in the nature or scope of the business or operations of the Borrower,
 or any event or condition which has or could reasonably be expected to have a
 Material Adverse Effect;

 
	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 comply with the requirements of all applicable laws, rules,
 regulations, and orders of any government authority, a breach of which would
 or would reasonably be expected to result in a Material Adverse Effect;

 
	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 obtain, make and keep in full force and effect all licenses, contracts,
 consents, approvals and authorizations from and registrations with government
 authorities that may be required to conduct its business, to maintain
 compliance with all applicable laws and regulations, and remit monies payable
 pursuant to this Promissory Note;

 
	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 promptly notify the Lender of the occurrence of (i) any Default
 or Event of Default; (ii) any material litigation or proceedings that are
 instituted or, to the 

 


3









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 knowledge of the Borrower, threatened against the Borrower or any of
 their respective assets; (iii) each and every event which, at the giving
 of notice, lapse of time, determination of materiality or fulfillment of any
 other applicable condition (or any combination of the foregoing), would
 constitute an event of default (however described) under the Promissory Note;
 and (iv) any other development in the business or affairs of the
 Borrower if the effect thereof might have a Material Adverse Effect;

 
	
  

 	
  

 	
  

 
	
  

 	
 h.

 	
 execute such other and further documents and instruments as the Lender
 may reasonably request to implement the provisions of this Promissory Note;

 


          Section 8. Negative
Covenants. Unless the Lender shall otherwise agree, the Borrower
shall not:


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 enter into any transaction except on an arm’s length basis or
 otherwise agreed in writing by the Lender;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 make any change to the scope or nature of its respective business
 activities as carried on at the date hereof or undertake any operations not
 permitted by the Promissory Note;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 (i) violate any laws, ordinances, government rules or
 regulations to which it is subject or (ii) fail to obtain or maintain
 any patents, trademarks, service marks, trade names, copyrights, design
 patents, licenses, permits, franchises or other governmental authorizations
 necessary to ownership of its property or the conduct of its respective
 business, in either case where such failure would have or could reasonably be
 expected to have a Material Adverse Effect; and

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 assign or otherwise transfer, terminate, waive or amend the
 Promissory Note without the prior consent of the Lender, except for amendment
 in the ordinary course of business.

 


          Section 9. Events
of Default. Each of the following events shall constitute an “Event
of Default”:


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 the principal of the Loan shall not be paid when due;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 the Borrower defaults in the due and punctual observance or
 performance of any covenant, condition or agreement contained in this
 Promissory Note and such default is not cured within five (5) Business Days
 after notice from the Lender;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 a court shall enter a decree or order for relief in respect of the
 Borrower in an involuntary case under any applicable bankruptcy, insolvency
 or other similar law now or hereafter in effect, or appointing a receiver,
 liquidator, assignee, custodian, trustee, sequestrator (or similar official)
 of the Borrower or for any substantial part of the property of the Borrower
 or ordering the winding up or 

 


4









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 liquidation of the affairs of the Borrower, and such decree or order
 shall remain unstayed and in effect for a period of sixty (60) consecutive
 days; or

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 the Borrower shall commence a voluntary case under any applicable
 bankruptcy, insolvency or other similar law now or hereafter in effect, or
 consent to the entry of an order for relief in an involuntary case under any
 such law, or consent to the appointment or taking possession by a receiver,
 liquidator, assignee, custodian, trustee, sequestrator (or similar official)
 of the Borrower or for any substantial part of the property of the Borrower,
 or the Borrower shall make any general assignment for the benefit of
 creditors.

 


          If an Event
of Default described in (c) or (d) above shall occur, the unpaid principal
shall become immediately due and payable without any declaration or other act
on the part of the Lender. Immediately upon the occurrence of any Event of
Default described in (c) or (d) above, or upon failure to pay this Promissory
Note on the Termination Date, the Lender, without any notice to the Borrower,
which notice is expressly waived by the Borrower, may proceed to protect,
enforce, exercise and pursue any and all rights and remedies available to the
Lender under this Promissory Note and any other agreement or instrument, and
any and all rights and remedies available to the Lender at law or in equity.


          If any
Event of Default described in clauses (a) through (c) shall occur for any
reason, whether voluntary or involuntary, and be continuing, the Lender may by
notice to the Borrower declare all or any portion of the unpaid principal
amount of the Loan to be due and payable, whereupon the full unpaid amount of
the Loan which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment.


          Section 10. Further Assurances. The Borrower hereby agrees that, from
time to time upon the written request of the Lender, the Borrower will execute
and deliver such further documents and do such other acts and things as the Lender
may reasonably request in order to fully affect the purposes of this Promissory
Note.


          Section 11. Rights and Remedies. Upon the occurrence the continuation of
an Event of Default the Lender shall have the right to exercise all available
remedies at law or in equity, subject to the terms and conditions herein
contained. All sums paid or advanced by the Lender in connection with the
foregoing and all out-of-pocket costs and reasonable expenses (including, with
limitation, reasonable attorneys’ fees and expenses) incurred in connection
therewith, together with interest thereon at the Default Rate from the date of
payment until repaid in full, shall be paid by the Borrower to the Lender on
demand and shall constitute and become a part of the obligations of the
Borrower.


          Section 12. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Even of
Default. No right or remedy herein conferred upon or reserved to the
Lender is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or 


5





remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


          No delay or
omission of the Lender to exercise any right or power accruing upon any Event
of Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any Event of Default or an
acquiescence therein; and every power and remedy given by this Promissory Note
or by law may be exercised from time to time, and as often as shall be deemed
expedient, by the Lender.


          Section 13. Transfers. The Borrower may not transfer or assign this
Promissory Note nor any right or obligation hereunder to any person or entity
without the prior written consent of the Lender. This Promissory Note is freely
transferable by the Lender.


          Section 14. Modification. This Promissory Note may be modified only with
the written consent of both the Borrower and the Lender.


          Section 15. Expenses. The Borrower agrees to pay to the Lender all
out-of-pocket expenses (including reasonable expenses for legal services of
every kind) of, or incident to, the enforcement of any of the provisions of
this Promissory Note.


          Section 16. Miscellaneous. This Promissory Note shall be deemed to be a
contract under the laws of the State of New Jersey, and for all purposes shall
be construed in accordance with the laws of said state. The parties hereto
hereby waive presentment, demand, notice, protest and all other demands and notices
in connection with the delivery, acceptance, performance and enforcement of or
any default under this Promissory Note, except as specifically provided herein,
and assent to extensions of the time of payment, or forbearance or other
indulgence without notice. The Section headings herein are for convenience only
and shall not affect the construction hereof. Any provision of this Promissory
Note which is illegal, invalid, prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
illegality, invalidity, prohibition or unenforceability without invalidating or
impairing the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. This Promissory
Note shall bind the Borrower and his or her heirs, administrators, executors,
personal representatives and permitted assigns. The rights under and benefits
of this Promissory Note shall inure to the Lender and its successors and
assigns.


 [ Signature Page Follows ]


6





          IN WITNESS
WHEREOF, the Borrower has caused this instrument to be duly executed on the
date indicated below.


	
  

 	
  

 	
  

 	
  

 
	
 Date: July
 28, 2011

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CONOLOG
 CORPORATION

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Marc
 Benou

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Marc Benou

 	
  

 
	
  

 	
 Title:

 	
 Director

 	
  

 


 [ Signature Page to Promissory Note ]