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 ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") who
has the right to sell Shares pursuant to the terms of a separate Option
Agreement dated today (the "Option Agreement") between ▇▇▇▇▇▇ and Jyra Research
Inc. ("Jyra") pursuant to which ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
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