OPTION AGREEMENT
Agreement made this 25th day of January 1999 among and between Xxxxxxxx
X. Xxxxxx, having an address at 00000 Xxxxx Xxxxxx, Xxxxx, XX 00000 ("Xxxxxx"),
Jyra Research Inc., having an address at Xxxxxxxx House, 111 Marlowes, Hemel
Xxxxxxxxx XX0 0XX, Xxxxxxx ("Jyra"), and, as to paragraphs (2), (3) and (5)
only, Path 1 Network Technologies Inc., having an address at Suite 230, 0000
Xxxxxxx Xxxxxx, Xxx Xxxxx, XX 00000 ("Path 1").
WHEREAS, Xxxxxx desires to sell a portion of shares of Path 1
beneficially owned by him ("Shares") and
WHEREAS Xxxxxx is willing to grant Jyra an option to purchase said
Shares, and
WHEREAS Jyra desires to acquire an option to purchase said Shares from
Xxxxxx,
The Parties hereby understand and agree as follows:
(1) Xxxxxx hereby grants Jyra an irrevocable option to purchase up to
a total of 255,640 Shares as follows:
(a) 30,000 Shares may be purchased by Jyra during the
period from February 1, 1999 to February 28, 1999 at
a price of $4.00 per Share; and
(b) up to 225,640 Shares may be purchased by Jyra from
time to time up to and including the date which is
the EARLIER of (a) fifteen days after the date upon
which Path 1 receives a minimum of $2,000,000 from
investors in its current equity offering, or (b) July
31, 1999, as follows:
(i) if the Shares are purchased on or before
April 30, 1999, the purchase price per Share
is $3.50; and
(ii) If the Shares are purchased between May 1,
1999 and July 31, 1999, the purchase price
per Share is $4.00.
(2) (a) In the event that Jyra does not exercise the option to
purchase all 30,000 Shares from Xxxxxx in accordance with
paragraph 1(a), the option to purchase up to 225,640 Shares
from Xxxxxx set forth in paragraph 1(b) shall be void and, in
such event, Xxxxxx shall have the right to sell all or a
portion of the 255,640 Shares (which are subject to the option
set forth in paragraphs 1(a) and 1(b)) in accordance with Rule
144.
(b) Path 1 hereby agrees that Xxxxxx is not an affiliate of
Path 1, accepts Xxxxxx'x representations in "Seller's
Representation Letter dated January 25, 1999 (Exhibit 1 A
hereto), and agrees to cooperate in Xxxxxx'x proposed sales of
Shares as per "Form 144 dated January 25, 1999" (Exhibit 1 B
hereto) in the event that Jyra does not exercise the option to
purchase all 30,000 Shares from Xxxxxx in accordance with
paragraph 1(a). Path 1 has made its own independent
determination that, as of January 25, 1999, Xxxxxx has
satisfied all the conditions in Seller's Representation Letter
dated January 25, 1999, and that, as of January 25, 1999, Path
1 would approve Xxxxxx'x sale of Shares pursuant to Rule 144.
Path 1 hereby agrees that it will take no steps to change the
status of Xxxxxx so that future sales of Shares pursuant to
Rule 144 remain available and approved.
(3) In the event Jyra purchases some but not all of the Shares
subject to the option in accordance with paragraph 1(b),
Xxxxxx shall have the right to sell the balance of any such
Shares not purchased by Jyra in accordance with Rule 144.
(4) Payment for the Shares shall be made in U.S. funds by bank or
certified check or by wire transfer, in no event later than
(a) February 28, 1999 with respect to sales under paragraph
1(a), (b) April 30, 1999 with respect to sales under paragraph
1(b)(i), and (c) July 31, 1999 with respect to sales under
paragraph 1(b)(ii).
(5) This represents the entire Option Agreement between the
parties, superseding all prior agreements, and may only be
modified in writing signed by the parties.
Jyra Research Inc.
By /s/ Xxxxxxxx Xxxxx /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx Xxxxx Xxxxxxxx X. Xxxxxx
Director
Path 1 Network Technologies Inc.
As to paragraphs (2), (3) and (5) only
By /s/ Xxxxxxx Xxxxx
--------------------
Xxxxxxx Xxxxx
Director
By /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Secretary & General Counsel
