Exhibit 4.3


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 up to an aggregate of $2,000,000 of principal amount of 8%
 promissory of Conolog Corporation. 





_______Warrants


CLASS B COMMON STOCK PURCHASE WARRANT


	
 

	
 


	
No. 2009-B-001

	
Issue Date:
 August 3, 2009     





          CONOLOG
CORPORATION, a corporation organized under the laws of the State of Delaware
(the “Company”), hereby certifies that, for value received, ___________________ hereby issues
______________, ___________________________________________________, or
its assigns (the “Holder”), ______ Class B Warrants, which warrants entitles
the Holder, subject to the terms set forth below, to purchase from the Company
at any time after the sooner of January 30, 2010 (180 days from the Issue
Date), or the Company obtaining the Approval as defined in Section 9(v) of the
Subscription Agreement if the Approval is required by the applicable NASD
Market Place Rules and/or Nasdaq’s corporate goverence rules, until 5:00 p.m.,
E.S.T on the third (3rd) anniversary of the Issue Date (the
“Expiration Date”), up to an aggregate of $2,000,000 principal amount of 8% promissory
notes (containing the same terms and conditions as the Notes issued on the
Closing Date) in the form set forth as Exhibit A attached here to and for every
$100,000 principal amount Notes purchased hereunder, 1,000 Class B Warrants
will be surrendered to the Company and the Company will issue the Holder
_________ Class C Common Stock Purchase Warrants 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 as reported by Bloomberg L.P., or (ii) the exercise price of the Class A
Common Stock Purchase 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. Notwithstanding anything to the contrary herein, the
Holder may not purchase Notes in demominations of less than $100,000. 


          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.


1






          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, the Notes and Class C Warrants.


                    1.2.
 Exercise. This Warrant may be
exercised in by the Holder hereof by delivery of an original or facsimile copy
of the form of subscription attached as Exhibit B 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 of the Note that the Holder
wants to purchase, provided the purchase Notes in denominations of $100,000.
The original Warrant is not required to be surrendered to the Company until it
has been fully exercised. For each $100,000 of Notes that the Holder purchases,
the Holder will surrender 40 Warrants. The Holders acknowledge that if there is
a partial exercise of this Warrant the number of Warrants that they have left
to exercise will be less than the number stated on this Warrant and that the
Company’s records shall be conclusive evidence of the number of unexercised
Warrants absence gross negligence. 


                    1.3.
RESERVED. 


                    1.4.
RESERVED. 


                    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.
RESERVED. 


                    1.7
Delivery of Note, Class C Warrants, etc. on Exercise. The Company agrees
that the Note and Class C Warrants purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
securities as of the close of business on the date on which payment shall have
been made for such Note and Class C Warrants. 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, 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 Note duly and validly issued, fully paid and nonassessable
equal to the amount paid by the Holder to the Company for such Note. The
Company will also issue the Class C Warrants in accordance with the terms of
this Warrant. 


                    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 Note and Class C Warrants,
and an opinion from counsel reasonably acceptable to Subscriber that the
issuance of the Note and Class C Warrants 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 Notes pursuant to this
Warrant.


2






          2.
RESERVED. 


          3.
RESERVED. 


          4.
RESERVED.


          5.
RESERVED.


          6.
RESERVED.


          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 C 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. 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.
RESERVED. 


          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, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to
Section 8, or any of the foregoing, and thereafter any such, 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


3






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. 


4






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


	
 

	
 

	
 


	
 

	
CONOLOG
 CORPORATION


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title: 





5






Exhibit A


Form of Promissory Note 


6






Exhibit B
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):


_________ of
the Company’s 8% promissory notes (“Note) and has caused the sum of $____(equal
to the amount of such Note) in lawful money of the United States to be
delivered to the Company. As a result of the purchase of the Notes, the
undersigned acknowledges that it has exercised ____ Warrants and that it has
____ Warrants remaining. 


	
 


	
The
 undersigned requests that the Note be issued in the name of, and delivered to _______________________________________________ whose address is


	
___________________________________________________________________________________________________________________________________


	
___________________________________________________________________________________________________________________________________





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)





7






Exhibit C


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 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]

	
 

	



	
 

	
 

	
               (address)


	
 

	
 

	
 


	


	
 

	
 


	
          
 (Name)