Exhibit 10.2


	
  

 	
  

 
	


 
	
  

 	
  

 
	
  

 	
 _________, 2011

 


Ladies and Gentlemen:


          We
    refer to that certain subscription agreement dated _________, 2011 (the “Subscription
Agreement”) by and between Conolog Corporation, a corporation incorporated
under the laws of the State of Delaware (the “Company”), and _______
(the
“Subscriber”). Unless otherwise expressly defined herein, terms which
are defined in the Subscription Agreement have the same meaning when used herein.


          The
Subscriber has requested and the Company hereby agrees to grant the Subscriber,
until December 31, 2012, anti-dilution protection in connection with the
Subscription Agreement. Subject to the terms of this letter agreement, the
Subscription Agreement is hereby amended and supplemented to delete Section 5
of the Subscription Agreement in its entirety and replace the same with the
following:


	
  

 	
  

 	
  

 
	
  

 	
 Make-Whole Rights; Anti-Dilution. If the
 Company shall, at any time or from time to time after the date hereof, but on
 or before December 31, 2012, issue or sell, agree to issue or sell, or be
 deemed to have issued or sold, any New Securities (as defined below), where
 the price per share paid upon purchase or exercise is, or resultant upon
 conversion into Common Stock (the “New
 Securities Share Price”) would be, less than the Share Price, then as a
 condition precedent to any such issuance or sale (or deemed issuance or
 sale), the Company shall be required to issue to Subscriber additional shares
 of Common Stock (the “Adjustment Shares”)
 such that Subscriber, upon receipt of the Adjustment Shares, will have then
 received in aggregate the number of shares Subscriber would have received
 hereunder if the Share Price been equal to the New Securities Share Price. In
 addition, if the Company shall, at any time or from time to time after the
 date hereof, but on or before December 31, 2012, issue or sell, agree to
 issue or sell, or be deemed to have issued or sold, any Dilutive Securities,
 regardless of the New Securities Share Price with respect thereto, then as a
 condition precedent to any such issuance or sale (or deemed issuance or
 sale), the Company shall be required, without payment of any additional
 consideration, to issue to Subscriber a number of additional Adjustment
 Shares to preclude any dilution to the number of Shares issued to the
 Subscriber hereunder (taking into account any Adjustment Shares issued
 pursuant to the first sentence of this Section 5 and any intervening
 acquisitions or dispositions of Shares by the Subscriber). As used herein:
 (x) “New Securities” means
 shares of the Common Stock, any other securities, options, warrants or other
 rights where upon exercise

 	
  

 













	
  

 	
  

 	
  

 
	
  

 	
 or conversion the purchaser or recipient receives shares of the
 Common Stock, or other securities with similar sights to the Common Stock;
 and (y) Dilutive Securities means shares of the Common Stock issued by the
 Company, including Common Stock issued upon the exercise or conversion of any
 security, option or warrant. Within thirty (30) days of the sale or issuance
 of any New Securities or Dilutive Securities, the Company shall deliver to
 Subscriber certificates evidencing any Adjustment Shares Subscriber is
 entitled to pursuant to this Section 5, which Adjustment Shares shall be
 issued free and clear of any Encumbrances, and the Company shall so represent
 and warrant to Subscriber that such Adjustment Shares shall be, upon issuance
 thereof to Subscriber, duly authorized, validly issued, fully paid and
 non-assessable. Each party to the issuance of the Adjustment Shares shall take
 all such other actions as may be reasonably necessary to consummate the
 transfer including, without limitation, entering into such additional
 agreements as may be necessary or appropriate. Notwithstanding anything
 contained herein, the Subscriber shall not be entitled to avail itself of the
 rights, benefits and privileges contained in this Section in connection with
 (i) the Company’s issuance of up to an aggregate of 1,500,000 shares of
 Common Stock pursuant to Section 4(a) hereof or (ii) the Company’s issuance,
 at prevailing market prices, of up to that certain number of shares of Common
 Stock equivalent to the approximately $70,000 due to Withum, Smith and Brown,
 PC.

 	
  

 


          In
consideration of the Company entering into this letter agreement and granting
anti-dilution protection, the Subscriber hereby acknowledges that pursuant to
the forgoing, the Subscriber shall not be entitled to Adjustment Shares in
connection with the Company’s February 2011 agreement to issue up to an
aggregate of $70,000 of shares of Common Stock to be paid to Withum, Smith and
Brown, PC (the “Auditor Fee”). Subscriber hereby acknowledges that issuance of
the Auditor Fee is in addition to the issuance of 1,500,000 shares of Common
Stock for which the Subscriber is currently not entitled to Adjustment Shares
pursuant to Sections 4 and 5 of the Subscription Agreement. 


          Furthermore,
notwithstanding anything contained herein or in the Subscription Agreement to
the contrary, the Subscriber hereby agrees that the Subscriber shall not have
any Preemptive Right to purchase equity securities issued in connection with
the Auditor Fee.


          This letter
agreement shall not be deemed to be a waiver, an amendment, modification of, or
supplement to, any provision of the Subscription Agreement other than as
specifically set forth herein. All terms and conditions of the Subscription
Agreement shall remain in full force and effect and the Subscription Agreement
shall be read and construed as if the terms of this letter agreement were
included therein by way of addition or substitution, as the case may be. The
rights and obligations of the parties hereto under the Subscription Agreement
shall remain in full force and effect. This letter agreement shall be governed
by and construed in accordance with the laws of the State of New Jersey.


          This letter
agreement may be executed in as many counterparty as may be deemed necessary or
convenient, and by the different parties hereto on separate counterparts each
of






which, when so executed, shall be deemed to be an original but all such
counterparts shall constitute but one and the same agreement.


          Please
indicate your acceptance and agreement with the terms provided herein by
executing and returning this letter agreement in the space provided below.


 [signature page follows]









	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 CONOLOG CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	


 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Marc
 Benou

 
	
  

 	
 Title:
 President

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ACCEPTED AND
 AGREED:

 	
  

 
	
  

 	
  

 
	
 SUBSCRIBER

 	
  

 
	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
 Name: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
 Address: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
 Facsimile
 No.: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 



Dated:
__________________________________________, 2011