0001193125-06-184247 Sample Contracts

Contract
Path 1 Network Technologies Inc • September 1st, 2006 • 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.

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PURCHASE AGREEMENT
Purchase Agreement • September 1st, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec • California

This Purchase Agreement (this “Agreement”) is entered into as of August 30, 2006 by and among Path 1 Network Technologies Inc., a Delaware Corporation (together with its successors and permitted assigns, the “Issuer”), and the undersigned investors (together with its successors and permitted assigns, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 7.1.

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