0001193125-06-041453 Sample Contracts

FUNDS ESCROW AGREEMENT

Funds Escrow Agreement • February 28th, 2006 • Path 1 Network Technologies Inc • Communications equipment, nec • New York

• Contract Type
  Funds Escrow Agreement
• Filed
  February 28th, 2006
• Company
  Path 1 Network Technologies Inc
• Industry
  Communications equipment, nec
• Jurisdiction
  New York

This Agreement (this “Agreement”) is dated as of the 6th the day of December 2005 among PATH 1 NETWORK TECHNOLOGIES INC., a Delaware corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):

Contract

Path 1 Network Technologies Inc • February 28th, 2006 • Communications equipment, nec • New York

• Company
  Path 1 Network Technologies Inc
• Filed
  February 28th, 2006
• Industry
  Communications equipment, nec
• Jurisdiction
  New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES 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 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PATH 1 NETWORK TECHNOLOGIES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.