Path 1 Network Technologies Inc Sample Contracts

RECITALS
Consulting Agreement • March 31st, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • California
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BY AND AMONG
Stockholders Agreement • May 23rd, 2000 • Path 1 Network Technologies Inc • Services-business services, nec • Delaware
BY AND BETWEEN
Purchase and Sale Agreement • June 8th, 2000 • Path 1 Network Technologies Inc • Services-business services, nec • Delaware
ARTICLE 1
Common Stock Purchase Agreement • January 29th, 2002 • Path 1 Network Technologies Inc • Services-business services, nec • New York
LOCK UP AGREEMENT
Lock Up Agreement • May 23rd, 2000 • Path 1 Network Technologies Inc • Services-business services, nec

The undersigned, holders in the aggregate of 3,595,000 shares of common stock, $.001 par value of Path 1 Network Technologies Inc. ("Path 1") ("Shares"), hereby agree that until February 1, 2000, none of them shall either offer for sale or sell any Shares, except for Franklin S. Felber ("Felber") who has the right to sell Shares pursuant to the terms of a separate Option Agreement dated today (the "Option Agreement") between Felber and Jyra Research Inc. ("Jyra") pursuant to which Felber has granted to Jyra an irrevocable option to purchase up to 255,640 Shares. The restrictions agreed to herein shall automatically lapse and be of no force or effect in the event of any sales made in the context of a tender offer, merger, or other takeover involving Path 1.

CONVERTIBLE NOTE
Convertible Note • March 31st, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • New York
PATH 1 NETWORK TECHNOLOGIES INC. SECURITIES PURCHASE AGREEMENT November 7, 2002 TABLE OF CONTENTS
Securities Purchase Agreement • November 18th, 2002 • Path 1 Network Technologies Inc • Communications equipment, nec • New York
CONFIDENTIAL TREATMENT REQUESTED RESELLER AGREEMENT by and between PATH 1 NETWORK TECHNOLOGIES INC.
Reseller Agreement • March 31st, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • California
AND -
Technology License Agreement • June 8th, 2000 • Path 1 Network Technologies Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 22nd, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this day of , XXXXXX, between Path 1 Network Technologies Inc., a Delaware corporation (the “Company”), and XXXXXX (“Indemnitee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 19th, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2003, among Path 1 Network Technologies Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Path 1 Network Technologies, Inc.
Security Agreement • May 22nd, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec

THIS CERTIFIES that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May , 2003 (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Path 1 Network Technologies, Inc., a corporation incorporated in the State of Delaware (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.00, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth

WARRANT AGREEMENT between Path 1 Network Technologies Inc. and Registrar and Transfer Company Dated as of July 30, 2003
Warrant Agreement • November 13th, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • Delaware

This Agreement, dated as of July 30, 2003, is between Path 1 Network Technologies, Inc., a Delaware corporation (the “Company”) and Registrar and Transfer Company, a New Jersey corporation, (the “Warrant Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 22nd, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • California

This Securities Purchase Agreement (this “Agreement”) is dated as of May 21, 2003, among Path 1 Network Technologies Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN Path 1 Network Technologies, Inc. PURCHASE WARRANT Issued to: I-BANKERS SECURITIES INCORPORATED Exercisable to Purchase 13,800...
Purchase Warrant • November 13th, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • Oregon

This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after July 31, 2004 and on or before July 30, 2008, up to 13,800 Units (hereinafter defined) at the Exercise Price (hereinafter defined).

Stock Bonus: Grant stock options on 150,000 shares of Class B Common Stock with an exercise price of US$4.35 per share if you meet certain performance criteria established by CEO, vesting to be based on the company attaining a US$400 million market...
Terms of Employment • March 29th, 2001 • Path 1 Network Technologies Inc • Services-business services, nec

Path 1 Network Technologies, Inc. is dedicated to providing advanced, internet protocol based, network technology to its worldwide markets. As a small, growing company, we highly value the professional competence and personal commitment of each member of our team. We believe that your capabilities and professional aspirations match Path 1's needs and high expectations. I am therefore pleased to present you with the following offer of employment.

EXHIBIT 10.19 PRODUCT DEVELOPMENT AGREEMENT BETWEEN PATH 1 NETWORK TECHNOLOGIES INC.
Product Development Agreement • March 29th, 2001 • Path 1 Network Technologies Inc • Services-business services, nec • Illinois
CONFIDENTIAL TREATMENT REQUESTED PRODUCT DEVELOPMENT AND SUPPLY AGREEMENT By and between PATH 1 NETWORK TECHNOLOGIES INC.
Product Development and Supply Agreement • March 31st, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • Delaware
1,250,000 Units Path 1 Network Technologies Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec • Oregon

This opinion is rendered to you in connection with the Agreement and is solely for your benefit. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation, or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any developments in areas covered by this opinion that occur after the date of this opinion.

SECURITY AGREEMENT LAURUS MASTER FUND, LTD. PATH 1 NETWORK TECHNOLOGIES INC. and PATH 1 HOLDINGS INC. Dated: April 25, 2006
Security Agreement • May 15th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec • New York

This Security Agreement is made as of April 25, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), PATH 1 NETWORK TECHNOLOGIES INC., a Delaware corporation (the “Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).

RECITALS
Employment Agreement • March 29th, 2001 • Path 1 Network Technologies Inc • Services-business services, nec • California
7% CONVERTIBLE DEBENTURE DUE MAY 21, 2005
Securities Agreement • May 22nd, 2003 • Path 1 Network Technologies Inc • Communications equipment, nec

THIS DEBENTURE is one of a series of duly authorized and issued Debentures of Path 1 Network Technologies, Inc., a Delaware corporation, having a principal place of business at 6215 Ferris Square, Suite 140, San Diego, California 92121 (the “Company”), designated as its 7% Convertible Debenture due 24 months from their date of issuance (the “Debentures”).

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