January 25, 1999
LOCK UP AGREEMENT
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 Xxxxxxxx X. Xxxxxx
("Xxxxxx") who has the right to sell Shares pursuant to the terms of a
separate Option Agreement dated today (the "Option Agreement") between Xxxxxx
and Jyra Research Inc. ("Jyra") pursuant to which Xxxxxx 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.
In the event that Jyra does not exercise that certain option to
purchase up to a total of 255,640 Shares in accordance with the terms of the
Option Agreement, Xxxxxx shall not be bound by the resale restrictions herein
respecting any and all such 255,640 Shares optioned to, but not purchased by,
Jyra and, in such event, shall be free to sell any such Shares in accordance
with the provisions of Rule 144.
The balance of the Shares held by Xxxxxx, viz. 255,640 Shares, shall
continue to be subject to the terms of this agreement.
This agreement shall not be effective unless signed by all parties
listed below.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxxx X. Xxxxxx
----------------------- ------------------------
Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxx Xxxxx
- - ---------------- -----------------
Xxxx Xxxxx Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxx
- - -------------------- -----------------
Xxxxxxx Xxxxxx Xxxx Xxxxxx
