0001193125-05-090096 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 29th, 2005 • Path 1 Network Technologies Inc • Communications equipment, nec • California

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 26, 2005, by and among Path 1 Network Technologies Inc., a Delaware corporation (the “Company”), and the entities listed on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”), for the purchase and sale by the Purchasers of shares of the Company’s Series B 7% Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 29th, 2005 • Path 1 Network Technologies Inc • Communications equipment, nec • California
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