Form of Warrant to Purchase Shares of Common Stock


 Exhibit 10.76 
  
 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES
ACT OF 1933, AS AMENDED 
  
 THE TRANSFER OF THIS WARRANT IS
RESTRICTED AS DESCRIBED HEREIN. 
  
 Path 1 Network Technologies
Inc. 
  
 Warrant for the Purchase of Shares of Common Stock,

 par value $0.001 per Share 
  

			
	No. W-            	 	             Shares

  
 THIS CERTIFIES that,
for value received,             , whose address is                     
(the “Holder”), is entitled to subscribe for and purchase from Path 1 Network Technologies Inc., a Delaware corporation (the “Company”), upon the terms and conditions set forth herein,
             shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), at a price of $4.20 per share (the “Exercise
Price”). As used herein the term “this Warrant” shall mean and include this Warrant and any Common Stock or Warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.

  
 The number of shares of Common Stock issuable upon exercise of
the Warrants (the “Warrant Shares”) and the Exercise Price may be adjusted from time to time as hereinafter set forth. The Warrant Shares are entitled to the benefits, and subject to the obligations, set forth in the Registration
Rights Agreement among the Company, the Holder and certain other parties dated concurrently herewith (the “Registration Rights Agreement”). 
  
 1. Exercise Period. This Warrant may be exercised at any time or from time to time during the period commencing at 10:00 A.M. Pacific time on
January 27, 2005 and ending at 5:00 P.M. Pacific Time on January 27, 2010 (the “Exercise Period”). 
  
 2. Procedure for Exercise; Effect of Exercise. 
  
 (a) Cash Exercise. This Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the
Exercise Period by (i) the presentation and surrender of this Warrant to the Company at its principal office along with a 

  

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duly executed Notice of Exercise (in the form attached to this Warrant) specifying the number of Warrant Shares to be purchased, and (ii) delivery of payment
to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check.

  
 (b) Cashless Exercise. This Warrant may also be
exercised by the Holder through a cashless exercise, as described in this Section 2(b). In such case, this Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the Exercise Period by
the presentation and surrender of this Warrant to the Company at its principal office along with a duly executed Notice of Exercise specifying the number of Warrant Shares to be applied to such exercise. The number of shares of Common Stock to be
issued upon exercise of this Warrant pursuant to this Section 2(b) shall equal the value of this Warrant (or the portion thereof being canceled) computed as of the date of delivery of this Warrant to the Company using the following formula:

  

			
	 X =
	  	 Y(A-B)

	 	  	      A


  
 Where: 
  

			
	 X =
	 	 the number of shares of Common Stock to be issued to Holder under this Section 2(b);

	 Y =
	 	 the number of Warrant Shares identified in the Notice of Exercise as being applied to the subject exercise;

	 A =
	 	 the Current Market Price on such date; and

	 B =
	 	 the Exercise Price on such date


  
 For purposes of this Section 2(b),
Current Market Price shall have the definition provided in Section 6(g). 
  
 The Company acknowledges and agrees that this Warrant was issued on the date set forth at the end of this Warrant. Consequently, the Company acknowledges and agrees that, if the Holder conducts a cashless exercise
pursuant to this Section 2(b), the period during which the Holder held this Warrant may, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), be “tacked” to the period
during which the Holder holds the Warrant Shares received upon such cashless exercise. 
  
 Notwithstanding the foregoing, the Holder may conduct a cashless exercise pursuant to this Section 2(b) only after the first anniversary of the initial issuance date of this Warrant, and then only in the event that a
registration statement covering the resale of the Warrant Shares is not then effective at the time that the Holder wishes to conduct such cashless exercise. 
  
 (c) Effect of Exercise. Upon receipt by the Company of this Warrant and a Notice of Exercise, together with proper payment of the Exercise Price,
as provided in this 

  

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Section 2, the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close
of business on the date on which this Warrant has been surrendered and payment has been made for such Warrant Shares in accordance with this Warrant and the Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding
that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. A stock certificate or certificates for the Warrant Shares specified in the
Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within seven (7) business days, thereafter. The stock certificate(s) so delivered shall be in any such denominations as may be reasonably specified by
the Holder in the Notice of Exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance
of the Warrant Shares subject to purchase hereunder. 
  
 3.
Registration of Warrants; Transfer of Warrants. Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to
treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person, and
shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly
endorsed by the Holder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other
legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the
option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares, upon surrender to the Company or its duly
authorized agent. 
  
 4. Restrictions on Transfer.

  
 (a) The Holder, as of the date of issuance hereof, represents
to the Company that such Holder is acquiring the Warrants for its own account for investment purposes and not with a view to the distribution thereof or of the Warrant Shares. Notwithstanding any provisions contained in this Warrant to the contrary,
this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure
compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The 

  

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Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of
an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant
Shares has been consummated pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however, that the Holder may freely transfer this Warrant or such Warrant Shares (without delivery to the Company of an opinion of counsel) (i)
to one of its nominees, affiliates or a nominee thereof, (ii) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any affiliate, (iii) from a nominee to any of the aforementioned persons as
beneficial owner of this Warrant or such Warrant Shares, (iv) to a qualified institutional buyer, so long as such transfer is effected in compliance with Rule 144A under the Securities Act, or (v) to an accredited investor (as such term is defined
in Regulation D under the Securities Act) giving equivalent investment intent representations and agreements. 
  
 (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by
Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably
acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall
be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. 
  
 (c) Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend unless the opinion
of counsel referred to in Section 4(b) states such legend is not required: 
  
 “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL
SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED.” 
  
 The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Warrant Shares to place, a stop transfer notation in the
securities records in respect of the Warrant Shares. 
  
 5.
Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of the rights to purchase all
Warrant Shares granted pursuant to the Warrants, such number of shares of Common Stock as shall, from time to time, 
  

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be sufficient therefor. The Company covenants that all shares of Common Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full
Exercise Price therefor, and all shares of Common Stock issuable upon conversion of this Warrant, shall be validly issued, fully paid, non-assessable, and free of preemptive rights, and free from all taxes, claims, liens, charges and other
encumbrances. 
  
 6. Exercise Price Adjustments. The
Exercise Price shall be subject to adjustment from time to time as follows: 
  
 (a) (i) In the event that the Company shall (A) pay a dividend or make a distribution to all its stockholders, in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not
directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then in each such case the Exercise
Price and number of underlying shares of Common Stock in effect immediately prior thereto shall be adjusted so that the Holder of a Warrant thereafter surrendered for Exercise shall be entitled to receive the number of shares of Common Stock that
such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Section
6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the
effective date in the case of such subdivision, split or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date
for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii) below. 
  
 (ii) In the event that the Company shall commit to issue or distribute New Securities (as defined in the Securities Purchase Agreement, of even date
herewith, among the Company, the Holder and certain other Purchasers named therein (the “Purchase Agreement”)), in any such case at a price per share less than the Current Market Price per share on the earliest of (A) the date the
Company shall enter into a firm contract for such issuance or distribution, (B) the record date for the determination of stockholders entitled to receive any such New Securities, if applicable, or (C) the date of actual issuance or distribution of
any such New Securities (provided that the issuance of Common Stock upon the exercise of New Securities that are rights, warrants, options or convertible or exchangeable securities (“New Derivative Securities”) will not cause an
adjustment in the Exercise Price if no such adjustment would have been required at the time such New Derivative Security was issued), then the Exercise Price in effect immediately prior to such earliest date shall be adjusted so that the Exercise
Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such earliest date by the fraction: 
  
 (x) whose numerator shall be (I) the number of shares of Common Stock outstanding on such date plus (II) the number of shares of Common Stock which
the aggregate offering price of the total number of New Securities so offered would have purchased at such Current Market Price (such amount, with respect to any New Derivative Securities, determined by multiplying the total number of shares of
Common Stock subject thereto by the exercise price of such New Derivative Securities, and dividing the product so obtained by such Current Market Price), and 
  

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 (y) whose denominator shall be (I) the number of shares of Common Stock outstanding on such date
plus (II) the number of additional shares of Common Stock to be issued or distributed or receivable upon exercise of any such New Derivative Security. 
  
 Such adjustment shall be made successively whenever any such New Securities are issued. In determining whether any New Derivative Securities entitle the holders to
subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of shares of Common Stock so issued, there shall be taken into account any consideration received by the Company
for such Common Stock or New Derivative Securities, the value of such consideration, if other than cash, to be determined by the Board of Directors of the Company (the “Board of Directors”), whose determination shall be conclusive
and described in a certificate filed with the records of corporate proceedings of the Company. If any New Derivative Security to purchase or acquire Common Stock, the issuance of which resulted in an adjustment in the Exercise Price pursuant to this
subsection (ii) shall expire and shall not have been exercised, the Exercise Price shall immediately upon such expiration be recomputed to the Exercise Price which would have been in effect had the adjustment of the Exercise Price made upon the
issuance of such New Derivative Security been made on the basis of offering for subscription, purchase or issuance, as the case may be, only of that number of shares of Common Stock actually purchased or issued upon the actual exercise of such New
Derivative Security. 
  
 (iii) No adjustment in the Exercise
Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 6(a) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6(a) shall be made to the nearest cent or nearest 1/100th of a share. 
  
 (iv) The Company from time to time may reduce the Exercise Price by any amount for any period of time in the discretion of
the Board of Directors. A voluntary reduction of the Exercise Price does not change or adjust the Exercise Price otherwise in effect for purposes of this Section 6(a). 
  
 (v) In the event that, at any time as a result of an adjustment made pursuant to Sections 6(a)(i) through 6(a)(iii) above,
the Holder of any Warrant thereafter 

  

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surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the number of such
other shares so receivable upon exercise of any such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Sections
6(a)(i) through 6(a)(iv) above, and the other provisions of this Section 6(a) with respect to the Common Stock shall apply on like terms to any such other shares. 
  
 (b) In case of any reclassification of the Common Stock (other than in a transaction to which Section 6(a)(i) applies), any
consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or
other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such
Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a
Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind
or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The provisions of this Section 6(b)
shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. 
  

	 	(c)	If: 

  

	 	(i)	the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 6(a); or 

  

	 	(ii)	the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any
other rights, warrants or options; or 

  

	 	(iii)	there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any
consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or


  

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	 	(iv)	there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; 

  
 then, in each such case, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each
Holder at such Holder’s address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 15 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is
to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or
rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or
occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger,
statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 6(c). 
  
 (d) Whenever the Exercise Price is adjusted as herein provided, the Company
shall promptly file with the transfer agent for the Warrants a certificate of an officer of the Company setting forth the Exercise Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a
computation thereof. The Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder. 
  
 (e) In any case in which Section 6(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed
for such adjustment pursuant to Section 6(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record
date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to
such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 6(i). 
  
 (f) In case the Company shall take any action affecting the Common Stock, other than actions described in this Section 6, which in the opinion of the
Board of Directors would materially adversely affect the exercise right of the Holders, the Exercise Price may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine to be
equitable in the circumstances. 
  
 (g) For the purpose of any
computation under this Warrant, the “Current Market Price” means, when used with respect to a share of Common Stock as of any date, the volume weighted average price of the Common Stock as reported on the American Stock 

  

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Exchange for the ten (10) consecutive trading days immediately preceding (but not including) such date, or, in case the Common Stock is listed on a national
securities exchange other than American Stock Exchange, the volume weighted average price of the Common Stock on the ten (10) consecutive trading days immediately preceding (but not including) such date as reported for consolidated transactions with
respect to securities listed on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on the American Stock Exchange or any national
securities exchange, the volume weighted average price of the Common Stock on the ten (10) consecutive trading days immediately preceding (but not including) such date in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotations System or such other system then in use or, if the Common Stock is not quoted by any such organization, the volume weighted average price of the Common Stock as of the ten (10) consecutive trading days
immediately preceding (but not including) such date furnished by a New York Stock Exchange member firm selected by the Company, or if the Common Stock is not quoted by any such organization and no such New York Stock Exchange member firm is able to
provide such prices, such price as is determined by the Independent Directors in good faith. “Independent Directors” means directors of the Company that (i) are not 5% or greater stockholders of the Company or the designee of any
such stockholder, (ii) are not officers or employees of the Company, any of its subsidiaries or of a stockholder referred to above in clause (i), (iii) are not Related Persons, and (iv) do not have relationships that, in the opinion of the Board of
Directors, would interfere with their exercise of independent judgment in carrying out the responsibilities of the directors, and “Related Person” means an individual related to an officer, director or employee of the Company or any
of its affiliates which relation is by blood, marriage or adoption and not more remote than first cousin. 
  
 (h) Upon each adjustment of the Exercise Price, this Warrant shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number
of shares (calculated to the nearest hundredth) obtained by dividing (i) the product obtained by multiplying the number of shares purchasable upon exercise of this Warrant prior to adjustment of the number of shares by the Exercise Price in effect
prior to adjustment of the Exercise Price, by (ii) the Exercise Price in effect after such adjustment of the Exercise Price. 
  
 (i) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such
share of Common Stock on the date of exercise of this Warrant. 
  
 7. Transfer Taxes. The issuance of any shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to
the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in 

  

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a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons
requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 
  
 8. Loss or Mutilation of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of any Warrant (and upon surrender of any Warrant if mutilated), and upon reimbursement of the Company’s reasonable incidental expenses and delivery of an undertaking to indemnify the Company against losses, the
Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination. 
  
 9. No Rights as a Stockholder. The Holder of any Warrant shall not have, solely on account of such status, any rights of a stockholder of the
Company, either at law or in equity, or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant. 
  
 10. Governing Law. This Warrant shall be construed in accordance with the laws of the State of Delaware applicable to
contracts made and performed within such State, without regard to principles of conflicts of law. 
  
 11. Redemption of Warrants. 
  
 (a) The Warrants will be redeemable at the option of the Company, in whole or in part, from and after the time that the closing price of the Common Stock
for a period of any 10 consecutive trading days equals or exceeds 200% of the Current Market Price as of the First Closing Date (as defined in the Purchase Agreement); provided, however, that prior to the last date (the “Final
Registration Date”) on which a registration statement is required to remain effective and available for use pursuant to the Registration Rights Agreement, such registration statement is effective and available for use at all times during
the period beginning on the date of the redemption notice and ending on the earlier of the redemption date or the Final Registration Date, and is expected to remain effective and available for use until the earlier of the redemption date or the
Final Registration Date. The redemption price will be equal to $0.25 per Warrant, payable in cash. 
  
 (b) Not less than 30 nor more than 60 days prior to the date fixed for any redemption of Warrants pursuant to this Section 11, a notice of redemption
shall be mailed by first class mail, postage prepaid, to the Holder at the Holder’s last address as it appears on the books of the transfer agent for the Warrants. Such notice shall state (i) that the Company has elected to redeem all or a
portion of the Warrants, as specified in such notice, (ii) the redemption price, (iii) the redemption date, and (iv) any other information required by applicable law to be included therein and any other procedures that the Holder must follow to
receive payment for its redeemed Warrants. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice. On or after the 

  

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redemption date, the Holder shall present and surrender this Warrant to the Company at the place designated in the redemption notice and thereupon the
redemption price of the Warrants shall be promptly paid to or on the order of the Holder, and this surrendered Warrant shall be canceled. In case less than all the Warrants represented by this Warrant are redeemed, a new Warrant shall be issued to
the Holder representing the unredeemed Warrants. 
  
 (c) If a
notice of redemption has been given pursuant to this Section 11, and the Holder shall, prior to the close of business on the date fixed for redemption, provide the Company with a Notice of Exercise pursuant to Section 2 above with respect to the
exercise of any or all of the Warrants to be redeemed, then such redemption shall not become effective as to such Warrants to be exercised, and such exercise shall become effective as provided in Section 2 above. 
  
 (d) In every case of redemption of less than all of the outstanding Warrants
issued pursuant to the Purchase Agreement, the Warrants to be redeemed shall be selected pro rata or by lot or in such other manner as the Board of Directors may determine, as may be prescribed by resolution of the Board of Directors.

  
 Dated: January 27, 2005 
  

			
	PATH 1 NETWORK TECHNOLOGIES INC.
		
	 By:
	 	  


	 	 	 John R. Zavoli,

	 	 	 President & CEO



  

 11 







 FORM OF ASSIGNMENT 
  
 (To be executed by the registered holder if such holder desires to transfer the attached Warrant.) 
  
 FOR VALUE RECEIVED,
                                       
  hereby sells, assigns, and transfers unto                              a Warrant to purchase
                     shares of Common Stock, par value $0.001 per share, of Path 1 Network Technologies Inc. (the “Company”),
together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint
                                       
  attorney to transfer such Warrant on the books of the Company, with full power of substitution. 
  

			
	 Dated:
                    

		
	 By:
	 	  


	 	 	                     Signature



  
 The signature on
the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever. 







			
	 To:
	 	 Path 1 Network Technologies Inc.

	 	 	 6215 Ferris Square

	 	 	 Suite 140

	 	 	 San Diego, California 92121

	 	 	 Attention: President


  
 NOTICE OF EXERCISE

  
 The undersigned hereby exercises his or its rights to purchase
             Warrant Shares covered by the within Warrant and tenders payment herewith in the amount of
$             by [tendering cash or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering
             shares of Common Stock received upon exercise of the attached Warrant, which shares have a Current Market Price equal to such payment] in accordance with the terms
thereof, and requests that certificates for such securities be issued in the name of, and delivered to: 
  

	
	  


	
	  


	
	  


	
	 (Print Name, Address and Social Security
 or Tax Identification Number)


  
 and, if such number of Warrant Shares
shall not be all the Warrant Shares covered by the within Warrant, that a new Warrant for the balance of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below.

  

			
	 Dated:
                    

		
	 By:
	 	  


	 	 	                     Print
Name

	
	  


	 	 	                     Signature



  
 Address: