REGISTRATION RIGHTS AGREEMENTRegistration 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.
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. PATH 1 NETWORK TECHNOLOGIES INC. and PATH 1 HOLDINGS INC. Dated: April 25, 2006Security 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”).
SETTLEMENT AGREEMENTSettlement Agreement • May 15th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec • California
This Settlement Agreement is entered into on February 10, 2006 between Castle Creek Technology Partners LLC (“CC”) and Path 1 Network Technologies Inc. (“Path 1”). CC holds 492,307 shares of Path 1’s Series B 7% Convertible Preferred Stock (“Series B Preferred Stock”) and 246,154 Path 1 common stock warrants, acquired pursuant to a Securities Purchase Agreement dated April 26, 2005 among Path 1, CC and others (the “Purchase Agreement”). This Settlement Agreement relates to Path 1’s December 6, 2005 financing transactions (the “Transactions”) with Laurus Master Fund Ltd. (“Laurus”), pursuant to which Path 1 issued to Laurus (i) a Secured Convertible Note in the principal amount of $2,100,000 (the “Laurus Note”), which Note is convertible into shares of Common Stock at a fixed conversion price equal to $2.6316, and (ii) Warrants for the purchase of shares of Common Stock (the “Laurus Warrants”), which Warrants have an exercise price equal to $2.89 per share. Under the Laurus Note Path 1
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • May 15th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec • New York
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • May 15th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec • California
THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (hereinafter “RELEASE”) is made and given by and between Dan McCrary (“MCCRARY”) and Path 1 Network Technologies Inc. (hereinafter “EMPLOYER”), and inures to the benefit of each of EMPLOYER’s current, former and future parents, subsidiaries, related entities and employee benefit plans and its and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns, and to each of MCCRARY’s current, former and future heirs, executors, administrators, legatees, personal representatives, relatives, spouse and assigns.
ContractWarrant Agreement • May 15th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PATH 1 NETWORK TECHNOLOGIES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONSENT AND WAIVERConsent and Waiver • May 15th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec
This consent and waiver is given on April 22, 2006 by Castle Creek Technology Partners LLC (“CC”) to and with regard to Path 1 Network Technologies Inc. (“Path 1”). CC holds 476,927 shares of Path 1’s Series B 7% Convertible Preferred Stock (“Series B Preferred Stock”) and 246,154 Path 1 common stock warrants, acquired pursuant to a Securities Purchase Agreement dated April 26, 2005 among Path 1, CC and others (the “Purchase Agreement”). This consent and waiver relates to Path 1’s proposed April 2006 revolving-line-of-credit-plus-warrants financing transaction (the “Transaction”) with Laurus Master Fund, Ltd.
POSTPONEMENT AGREEMENTPostponement Agreement • May 15th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec • New York
This Postponement Agreement (this “Agreement”), dated as of April 25, 2006, is entered into by and between PATH 1 NETWORK TECHNOLOGIES INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of (i) the Securities Purchase Agreement, dated as of December 6, 2005, by and between the Company and Laurus (as amended, modified and/or supplemented from time to time, the “Securities Purchase Agreement”), (ii) the Secured Convertible Term Note, dated as of December 6, 2005 (as amended, modified and/or supplemented from time to time, the “Term Note” and, together with the Securities Purchase Agreement and the other Related Agreements referred to therein, the “Loan Documents”) issued by the Company pursuant to the Securities Purchase Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
April 25, 2006Overadvance Letter • May 15th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec
