FUNDS ESCROW AGREEMENT
This Agreement is dated as of the 19 day of July, 2005 among Conolog Corporation, a Delaware corporation (the Company), the Subscribers identified on Schedule A hereto (each a Subscriber and collectively Subscribers), and Grushko & Mittman, P.C. (the Escrow Agent):
W I T N E S S E T H:
WHEREAS, the Company and Subscribers have entered into a Subscription Agreement calling for the sale by the Company to the Subscriber of $.01 par value Common Stock of the Company (Common Stock) for an aggregate purchase price of $1,500,000 in the amounts set forth on Schedule A hereto; and
WHEREAS, the parties hereto require the Company to deliver the Common Stock against payment therefor, with such Common Stock, and the Escrowed Funds to be delivered to the Escrow Agent to be held in escrow and released by the Escrow Agent in accordance with the terms and conditions of this Agreement; and
WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant to the terms and conditions of this Agreement;
NOW THEREFORE, the parties agree as follows:
ARTICLE I
INTERPRETATION
1.1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Subscription Agreement shall have the meanings given to such terms in the Subscription Agreement. Whenever used in this Agreement, the following terms shall have the following respective meanings:
(a) "Agreement" means this Agreement and all amendments made hereto and thereto by written agreement between the parties;
(b) Broker shall have the meaning set forth in Section 7(b) of the Subscription Agreement;
(c) Brokers Commissions shall have the meaning set forth in Section 7(b) of the Subscription Agreement;
(d) Brokers Warrants shall have the meaning set forth in Section 7(c) of the Subscription Agreement;
(e) Closing Date shall have the meaning set forth in Section 12(b) of the Subscription Agreement;
(f) "Escrowed Payment" means an aggregate cash payment of up to $1,500,000 which is the Purchase Price as defined in the Subscription Agreement;
(g) Legal Opinion means the original signed legal opinion referred to in Section 6 of the Subscription Agreement;
(h) Shares shall have the meaning set forth in Section 1 of the Subscription Agreement;
(i) Subscription Agreement means the Subscription Agreement (and the exhibits thereto) entered into or to be entered into by the parties in reference to the sale and purchase of the Shares;
(j) Warrants shall have the meaning set forth in Section 3 of the Subscription Agreement;
(k) Collectively, the executed Subscription Agreement executed by the Company, the Shares, Warrants, Brokers Warrants and Legal Opinion are referred to as Company Documents; and
(l) Collectively, the Escrowed Payment and the Subscription Agreement executed by the Subscribers are referred to as "Subscriber Documents".
1.2. Entire Agreement. This Agreement along with the Company Documents and the Subscriber Documents constitute the entire agreement between the parties hereto pertaining to the Company Documents and Subscriber Documents and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no warranties, representations and other agreements made by the parties in connection with the subject matter hereof except as specifically set forth in this Agreement, the Company Documents and the Subscriber Documents.