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$100,000.00

 	
 March 26, 2012 

 
	
 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 loan made by the Lender to the Borrower on March 26, 2012, as
evidenced hereby, in the principal aggregate amount of one hundred thousand
United States Dollars (US$100,000.00) (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; 

 


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 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 

 


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 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 

 


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 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 ]


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


	
  

 	
  

 	
  

 
	
 Date: March 26, 2012

 	
  

 
	
  

 	
 CONOLOG CORPORATION  

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Marc Benou 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Marc Benou 

 
	
  

 	
 Title:

 	
 President

 


 [ Signature Page to Promissory Note ]