Exhibit 4.4


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 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. 


	
 

	
 


	
 

	
Right to
 Purchase ________ shares of Common Stock of Conolog Corporation (subject to
 adjustment as provided herein) 





CLASS C COMMON STOCK PURCHASE WARRANT


	
 

	
 


	
No.
 2009-C-001

	
Issue Date: August ___, 2009 





          CONOLOG
CORPORATION, a corporation organized under the laws of the State of Delaware
(the “Company”), hereby certifies that, for value received,
_________________________________,
___________________________________________________, or its assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from
the Company at any time after the sooner of ________________, 2009 (180 days
from the Issue Date), until 5:00 p.m., E.S.T on the fifth (5th)
anniversary of the Issue Date (the “Expiration Date”), up to _________ fully
paid and nonassessable shares of Common Stock at a per share purchase price
equal to the lessor of (i) $_____ [105% of
the closing bid price of the Company’s common stock on the Principal Market for
the trading day preceding the exercise date of the Class B Warrant as reported
by Bloomberg L.P], or (ii) the exercise price of the Class A
Warrant. The aforedescribed purchase price per share, as adjusted from time to
time as herein provided, is referred to herein as the “Purchase Price.” The
number and character of such shares of Common Stock and the Purchase Price are
subject to adjustment as provided herein. The Company may reduce the Purchase
Price without the consent of the Holder. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in that certain
Subscription Agreement (the “Subscription
Agreement”), dated August 3, 2009, entered into by the Company and
Holders of the Warrant. 


          As
used herein the following terms, unless the context otherwise requires, have
the following respective meanings: 


          (a)
The term “Company” shall include Conolog Corporation and any corporation which
shall succeed or assume the obligations of Conolog Corporation hereunder. 


          (b)
The term “Common Stock” includes (a) the Company’s Common Stock, $0.01 par
value per share, as authorized on the date of the Subscription Agreement, and
(b) any other securities into which or for which any of the securities
described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise. 


          (c)
The term “Other Securities” refers to any stock (other than Common Stock) and
other securities of the Company or any other person (corporate or otherwise)
which the holder of the Warrant at any time shall be entitled to receive, or
shall have received, on the exercise of the Warrant, in lieu of or in addition
to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other Securities
pursuant to Section 5 or otherwise. 






          (d)
The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of
this Warrant. 


          1.
Exercise of Warrant. 


                    1.1.
Number of Shares Issuable upon Exercise. From and after the Issue Date
through and including the Expiration Date, the Holder hereof shall be entitled
to receive, upon exercise of this Warrant in whole in accordance with the terms
of subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4. 


                    1.2.
Full Exercise. This Warrant may be exercised in full by the Holder
hereof by delivery of an original or facsimile copy of the form of subscription
attached as Exhibit A hereto (the “Subscription Form”) duly executed by such
Holder and delivery within two days thereafter of payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect. The original Warrant is not required to be surrendered to the Company
until it has been fully exercised. 


                    1.3.
Partial Exercise. This Warrant may be exercised in part (but not for a
fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on such
partial exercise shall be the amount obtained by multiplying (a) the number of
whole shares of Common Stock designated by the Holder in the Subscription Form
by (b) the Purchase Price then in effect. On any such partial exercise provided
the Holder has surrendered the original Warrant, the Company, at its expense,
will forthwith issue and deliver to or upon the order of the Holder hereof a
new Warrant of like tenor, in the name of the Holder hereof or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may request, the
whole number of shares of Common Stock for which such Warrant may still be
exercised for the balance of. 


                    1.4.
Fair Market Value. Fair Market Value of a share of Common Stock as of a
particular date (the “Determination Date”) shall mean: 


                              (a)
If the Company’s Common Stock is traded on an exchange or is quoted on the
National Association of Securities Dealers, Inc. Automated Quotation
(“NASDAQ”), National Market System, the NASDAQ Capital Market or the American
Stock Exchange, LLC, then the closing or last sale price, respectively,
reported for the last business day immediately preceding the Determination
Date; 


                              (b)
If the Company’s Common Stock is not traded on an exchange or on the NASDAQ
National Market System, the NASDAQ Capital Market or the American Stock
Exchange, Inc., but is traded in the over-the-counter market, then the average
of the closing bid and ask prices reported for the last business day
immediately preceding the Determination Date; 


                              (c)
Except as provided in clause (d) below, if the Company’s Common Stock is not
publicly traded, then as the Holder and the Company agree, or in the absence of
such an agreement, by arbitration in accordance with the rules then standing of
the American Arbitration Association, before a single arbitrator to be chosen
from a panel of persons qualified by education and training to pass on the
matter to be decided; or 


                              (d)
If the Determination Date is the date of a liquidation, dissolution or winding
up, or any event deemed to be a liquidation, dissolution or winding up pursuant
to the 






Company’s
charter, then all amounts to be payable per share to holders of the Common
Stock pursuant to the charter in the event of such liquidation, dissolution or
winding up, plus all other amounts to be payable per share in respect of the
Common Stock in liquidation under the charter, assuming for the purposes of
this clause (d) that all of the shares of Common Stock then issuable upon
exercise of all of the Warrants are outstanding at the Determination Date. 


                    1.5.
Company Acknowledgment. The Company will, at the time of the exercise of
the Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to
afford to such Holder any such rights. 


                    1.6.
Trustee for Warrant Holders. In the event that a bank or trust company
shall have been appointed as trustee for the Holder of the Warrants pursuant to
Subsection 3.2, such bank or trust company shall have all the powers and duties
of a warrant agent (as hereinafter described) and shall accept, in its own name
for the account of the Company or such successor person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor, as the
case may be, on exercise of this Warrant pursuant to this Section 1. 


                    1.7
Delivery of Stock Certificates, etc. on Exercise. The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall
be deemed to be issued to the Holder hereof as the record owner of such shares
as of the close of business on the date on which payment shall have been made
for such Warrant Shares as aforesaid. As soon as practicable after the exercise
of this Warrant in full or in part, and in any event within three (3) business
days thereafter (“Warrant Share Delivery Date”), the Company at its expense (including
the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the Holder hereof, or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of
duly and validly issued, fully paid and nonassessable shares of Common Stock
(or Other Securities) to which such Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share of Common Stock, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise. 


                    1.8
Shareholder Approval. If required by the applicable NASD Market Place
Rules and/or Nasdaq’s corporate governance rules, and notwithstanding anything
to the contrary herein, (i) until the Company either obtains shareholder
approval of the issuance of the Securities, or (ii) an exemption from NASDAQ’s
corporate governance rules as they may apply to the Warrant Shares, and an
opinion from counsel reasonably acceptable to Subscriber that the issuance of
the Warrant Shares will not violate NASDAQ’s corporate governance rules nor may
result in a delisting of the Company’s common stock from the SmallCap, the
Holder may not receive any Warrant Shares. 


          2.
Cashless Exercise. 


                    (a)
If a registration statement registering the shares of the Company’s Common
Stock that are issuable upon the exercise of this Warrant is effective (the
“Registration Statement”) and the Holder may sell its shares of Common Stock
upon exercise hereof pursuant to the Registration Statement, this Warrant may
be exercisable in whole or in part for cash only as set forth in Section 1
above. If no such Registration Statement is available, then commencing six months
after the Closing Date payment upon exercise may be made at the option of the
Holder either in (i) cash, by wire transfer or certified or official bank check
payable to the order of the Company equal to the applicable aggregate 






Purchase
Price, (ii) by cashless exercise in accordance with Section (b) below or (iii)
by a combination of any of the foregoing methods, for the number of Common
Stock specified in such form (as such exercise number shall be adjusted to
reflect any adjustment in the total number of shares of Common Stock issuable
to the holder per the terms of this Warrant) and the holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined as
provided herein. 


                    (b)
If the Notice of Exercise form elects a “cashless” exercise, the Holder shall
thereby be entitled to receive a number of shares of Common Stock equal to (x)
the excess of the Current Market Value (as defined below) over the total cash
exercise price of the portion of the Warrant then being exercised, divided by
(y) the Market Price of the Common Stock as of the trading day immediately
prior to the date of exercise. For the purposes of this Warrant, the term
“Current Market Value” shall be an amount equal to the Market Price of the
Common Stock as of the trading day immediately prior to the Exercise Date,
multiplied by the number of shares of Common Stock specified in such Notice of
Exercise Form, and “Market Price of the Common Stock” shall be the average of
the closing bid price of the Common Stock (as reported by Bloomberg L.P. for
the Principal Market) for the 5 Trading days prior to the exercise date. 


                    (c)
For purposes of Rule 144 promulgated under the 1933 Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued pursuant to the Subscription
Agreement. 


          3.
Adjustment for Reorganization, Consolidation, Merger, etc.


                    3.1.
Reorganization, Consolidation, Merger, etc. In case at any time or from
time to time, the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person or (c) transfer all or substantially all of
its properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, as a
condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder of this Warrant, on
the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4. 


                    3.2.
Dissolution. In the event of any dissolution of the Company following
the transfer of all or substantially all of its properties or assets, the
Company, prior to such dissolution, shall at its expense deliver or cause to be
delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date
of such dissolution pursuant to this Section 3 to a bank or trust company (a
“Trustee”) having its principal office in New York, NY, as trustee for the
Holder of the Warrants. 


                    3.3.
Continuation of Terms. Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the Other Securities and property receivable on
the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may






be, and shall
be binding upon the issuer of any Other Securities, including, in the case of
any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 4. In the
event this Warrant does not continue in full force and effect after the
consummation of the transaction described in this Section 3, then only in such
event will the Company’s securities and property (including cash, where
applicable) receivable by the Holder of the Warrants be delivered to the
Trustee as contemplated by Section 3.2. 


                    3.4
Share Issuance. Until the Expiration Date, if the Company shall issue
any Common Stock except for the Excepted Issuances (as defined in the Subscription
Agreement), prior to the complete exercise of this Warrant for a consideration
less than the Purchase Price that would be in effect at the time of such issue,
then, and thereafter successively upon each such issue, the Purchase Price
shall be reduced to such other lower price for then outstanding Warrants. For
purposes of this adjustment, the issuance of any security or debt instrument of
the Company carrying the right to convert such security or debt instrument into
Common Stock or of any warrant, right or option to purchase Common Stock shall
result in an adjustment to the Purchase Price upon the issuance of the
above-described security, debt instrument, warrant, right, or option if such
issuance is at a price lower than the Purchase Price in effect upon such
issuance and again at any time upon any subsequent issuances of shares of
Common Stock upon exercise of such conversion or purchase rights if such
issuance is at a price lower than the Purchase Price in effect upon such
issuance. Common Stock issued or issuable by the Company for no consideration
will be deemed issuable or to have been issued for $0.01 per share of Common
Stock. Upon any reduction of the Purchase Price, the number of shares of Common
Stock that the Holder of this Warrant shall thereafter, on the exercise hereof,
be entitled to receive shall be adjusted to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the
provisions of this Section 3.4) be issuable on such exercise by a fraction of
which (a) the numerator is the Purchase Price that would otherwise (but for the
provisions of this Section 3.4) be in effect, and (b) the denominator is the
Purchase Price in effect on the date of such exercise. 


          4.
Extraordinary Events Regarding Common Stock. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such event, and
the product so obtained shall thereafter be the Purchase Price then in effect.
The Purchase Price, as so adjusted, shall be readjusted in the same manner upon
the happening of any successive event or events described herein in this
Section 4. The number of shares of Common Stock that the Holder of this Warrant
shall thereafter, on the exercise hereof as provided in Section 1, be entitled
to receive shall be adjusted to a number determined by multiplying the number
of shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the
numerator is the Purchase Price that would otherwise (but for the provisions of
this Section 4) be in effect, and (b) the denominator is the Purchase Price in
effect on the date of such exercise. 


          5.
Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of the Warrants, the Company at its expense will promptly cause
its Chief Financial Officer or other appropriate designee to compute such
adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the 






Company for
any additional shares of Common Stock (or Other Securities) issued or sold or
deemed to have been issued or sold, (b) the number of shares of Common Stock
(or Other Securities) outstanding or deemed to be outstanding, and (c) the
Purchase Price and the number of shares of Common Stock to be received upon
exercise of this Warrant, in effect immediately prior to such adjustment or
readjustment and as adjusted or readjusted as provided in this Warrant. The
Company will forthwith mail a copy of each such certificate to the Holder of
the Warrant and any Warrant Agent of the Company (appointed pursuant to Section
11 hereof). 


          6.
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise
of the Warrant. 


          7.
Assignment; Exchange of Warrant. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be transferred
by any registered holder hereof (a “Transferor”). On the surrender for exchange
of this Warrant, with the Transferor’s endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement Form”) and together with an
opinion of counsel reasonably satisfactory to the Company that the transfer of
this Warrant will be in compliance with applicable securities laws, the Company
at its expense, twice only, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a “Transferee”), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant so surrendered by the Transferor. No such transfers shall
result in a public distribution of the Warrant. 


          8.
Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor. 


          9.
Registration Rights. The Holder of this Warrant does not have
registration rights. 


          10.
Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being
made on an exercise date, which would result in beneficial ownership by the
Holder and its affiliates of more than 4.99% of the outstanding shares of
Common Stock on such date. For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. Subject to the foregoing, the Holder shall not be limited to
aggregate exercises which would result in the issuance of more than 4.99%. The
Holder may decide whether to convert a Note or exercise this Warrant to achieve
an actual 4.99% ownership position. 


          11.
Warrant Agent. The Company may, by written notice to the Holder of the
Warrant, appoint an agent (a “Warrant Agent”) for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to Section
1, exchanging this Warrant pursuant to Section 7, and






replacing this
Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent. 


          12.
Transfer on the Company’s Books. Until this Warrant is transferred on
the books of the Company, the Company may treat the registered holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary. 


          13.
Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to
be given hereunder shall be deemed effective (a) upon hand delivery or delivery
by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur or (c) three business days
after deposited in the mail if delivered pursuant to subsection (ii) above. The
addresses for such communications shall be: (i) if to the Company to: Conolog
Corporation, 5 Columbia Road, Somerville, NJ 08876, Attn: Robert Benou,
telecopier: (908) 722-5461, with a copy by telecopier only to: Sichenzia, Ross,
Friedman & Ference LLP, 61 Broadway, 32nd Floor, New York, NY 10006, Attn:
David Manno, Esq., telecopier number: (212) 930-9725, and (ii) if to the
Holder, to the addresses and telecopier number set forth in the first paragraph
of this Warrant, with an additional copy by telecopier only to: Grushko &
Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176,
telecopier number: (212) 697-3575. 


          14.
Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated in New York County in the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision. 






          IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above. 


	
 

	
 

	
 


	
 

	
CONOLOG
 CORPORATION


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:












Exhibit A
FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant) 


TO: CONOLOG
CORPORATION 


The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box): 


___          ________
shares of the Common Stock covered by such Warrant; or 


___          the
maximum number of shares of Common Stock covered by such Warrant pursuant to
the cashless exercise procedure set forth in Section 2. 


The
undersigned herewith makes payment of the full purchase price for such shares
at the price per share provided for in such Warrant, which is $___________.
Such payment takes the form of (check applicable box or boxes):


___          $__________
in lawful money of the United States; and/or 


___          the
cancellation of the Warrant to the extent necessary, in accordance with the
formula set forth in Section 2, to exercise this Warrant with respect to the
maximum number of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2. 


	
 


	
The
 undersigned requests that the certificates for such shares be issued in the
 name of, and delivered to


	
________________________________________________________________________
 whose address is


	
_______________________________________________________________________________________________________________


	
_______________________________________________________________________________________________________________


	
Number of
 Shares of Common Stock Beneficially Owned on the date of exercise: Less than
 five percent (5%) of the outstanding Common Stock of Conolog Corporation 





The
undersigned represents and warrants that the representations and warranties in
Section 4 of the Subscription Agreement (as defined in this Warrant) are true
and accurate with respect to the undersigned on the date hereof. 


The
undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant
shall be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption
from registration under the Securities Act. 


	
  

 	
  

 	
  

 
	
 Dated:
 __________________

 	
  

 	

 


 
	
  

 	
  

 	
 (Signature
 must conform to name of holder as
specified on the face of the Warrant)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 (Address)

 










Exhibit B


FORM OF TRANSFEROR ENDORSEMENT

(To be signed only on transfer of Warrant)


                    For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of CONOLOG CORPORATION to which the within Warrant relates specified
under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of CONOLOG
CORPORATION with full power of substitution in the premises. 


	
  

 	
  

 	
  

 
	
 Transferees 

 	
 Percentage Transferred 

 	
 Number Transferred 

 
	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 
	

 


 	

 



 	

 


 
	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 






	
  

 	
  

 	
  

 
	
 Dated:
 ______________, ___________

 	
  

 	

 


 
	
  

 	
  

 	
 (Signature
 must conform to name of holder as specified on the face of the warrant)

 
	
  

 	
  

 	
  

 
	
 Signed in
 the presence of:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
                (Name)

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
                (address)

 
	
 ACCEPTED AND
 AGREED:

 	
  

 	
  

 
	
 [TRANSFEREE]

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
                (Name)

 	
  

 	
                (address)