Amendment to Patent Purchase Agreement



 Exhibit 10.1 
 AMENDMENT TO PATENT PURCHASE AGREEMENT 
 This AMENDMENT TO PATENT PURCHASE AGREEMENT (the
“Amendment”) amends the PATENT PURCHASE AGREEMENT (“Agreement”) entered into on November 17, 2006 (“Effective Date”) by and between Great Links G.B. Limited
Liability Company, a Delaware limited liability company, with an office at 1209 Orange Street, Wilmington, DE 19801 (“Purchaser”), and Path 1 Network Technologies, Inc., a Delaware corporation, with an office at
6215 Ferris Square, Suite 140, San Diego, CA 92121 (“Seller”) as set forth herein. 
  

	 	1.	Except as explicitly defined herein, the capitalized terms used in this Amendment shall have the meanings defined in the Agreement. 

  

	 	2.	Exhibit E is hereby amended to provide data regarding maintenance fees as of Closing. The revised Exhibit E shall be incorporated into the Agreement. Exhibit E reflects that one
due-and-payable maintenance fee which should have been paid prior to Closing is unpaid as of Closing, and those funds will be withheld from the final payment made by Purchaser to Seller. 

  

	 	3.	Paragraph 3.4 is hereby amended to read, in its entirety: 

 “Payment. At Closing, Purchaser will pay to Seller’s agent’s account, as designated by Seller in writing to Purchaser prior to Closing, the amount of Five Hundred and Thirty Four Thousand One Hundred U.S. Dollars (US
$534,100.00) as an administrative convenience; such payment is received in that account on behalf of Seller. Such payment shall fully satisfy all payment obligations under this Agreement to Seller. Seller shall be fully responsible for, and
Purchaser shall not be liable to Seller or any other person or entity for any dispute regarding, allocation of payment made under this Agreement. Purchaser may record the Executed Assignments with the applicable patent offices only on or after
Closing and full payment to Seller’s agent’s account, as set forth above, of the full amount set forth in this paragraph 3.4.” 
  

	 	4.	This Amendment is effective as of the Effective Date, and no amendment or waiver of the Agreement other than that explicitly set forth herein shall be inferred, and the terms and
conditions of this Amendment shall be governed by 

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	 	 	and fully incorporated into the Agreement. The parties acknowledge and reaffirm all of the terms and conditions of the Agreement. 

 In witness whereof, the parties have executed this Patent Purchase Agreement as of the Effective Date. 
  

									
	LICENSOR:	 		 	LICENSEE:
			
	PATH 1 NETWORK TECHNOLOGIES, INC.	 		 	GREAT LINKS G.B. LIMITED LIABILITY COMPANY
					
	By:	 	 /s/ Lester S. Briney
	 		 	By:	 	  

	Name:	 	Lester S. Briney	 		 	Name:	 	  

	Title:	 	VP of Engineering & Operations	 		 	Title:	 	  

	Date:	 	December 20, 2006	 		 	Date:	 	  


  

					
	State of California, County of San Diego Subscribed and sworn to (or affirmed) before me on this 20th day of December, 2006 by Lester S. Briney personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) who appeared before
me.	  	
			
	Signature:	  	 /s/ Angel Pado Antonio
	  	

 

 







 Exhibit E, revised 
 MAINTENANCE FEE AND ANNUITY PAYMENT DEADLINES 
 Maintenance Fee due by 2007 (Fees are
estimates based on “Small Entity” status – Fees are subject to fluctuations occurring in the Consumer Price Index pursuant to 35 U.S.C. 41(f).) 
  

	 	a.	6,141,355 – 8th year fee due 10/31/2007
($1,150) 

  

	 	b.	6,751,231 – 4th year fees due 06/15/2007
($900) 

  

	 	c.	6,661,804 – 4th year fees due 12/09/2006
($900) – unpaid as of Closing, this amount shall be offset against Purchase Price 

  

	 	d.	6,704,329 – 4th year fees due 03/09/2007
($900) 

  

					
	 Patent or Application No.
	 	 Reel/Frame
	 	 *Maintenance Fee Due

	 6,141,355
 (09/222,183)
	 	 009882/0542
  
 Assignors:
 Palmer, Douglas A.;
 Fellman, Ronald D.;
 Cruz, Rene L.
  
 Assignee:
 Path 1 Network Technologies, Inc.
 Suite 230
 9339 Genesee Avenue
 San Diego, California 92121
	 	 According to PTO’s PAIR, No Fees Due Currently.
  
 8th year fee due 10/31/2007
($1,150)
  
 12th year fee due 10/31/2011 ($1,900)

			
	 6,215,797
 09/136,706)
	 	 010195/0851
  
 Assignors:
 Fellman, Ronald D.;
 Cruz, Rene L.
  
 Assignee:
 Path 1 Network Technologies, Inc.
 9339 Genesee Avenue,
 Suite 230 San Diego, California 92121
	 	 According to PTO’s PAIR, No Fees Due Currently.
  
 8th year fee due 04/10/2008 ($1,150)
  
 12th year fee due 04/10/2012 ($1,900)

			
	 6,246,702
 (09/224,577)
	 	 009775/0373
  
 Fellman, Ronald D.;
 Cruz, Rene L.; Palmer, Douglas A.
  
 Assignee:
	 	 According to PTO’s PAIR, No Fees Due Currently.
  
 8th year fee due 06/12/2008 ($1,150)
  
 12th year fee due 06/12/2012









 Exhibit E, revised 
  

					
	 Patent or Application No.
	 	 Reel/Frame
	 	 *Maintenance Fee Due

		 	 Path 1 Network Technologies, Inc.
 9339 Genesee Avenue,
Suite 230
 San Diego, California 92121
	 	($1,900)
			
	 6,751,231
 (09/761,207)
	 	 018323/0150
  
 Assignors:
 Fellman, Ronald D. and
 Cruz, Rene L.
  
 Assignee:
 Path 1 Network Technologies, Inc.
 9339 Genesee Avenue, Suite 230

San Diego, California 92121
	 	 According to PTO’s PAIR, No Fees Due Currently.
  
 4th year fees due 06/15/2007
($900)
  
 8th year fee due 06/15/2011 ($1,150)
  
 12th year fee due 06/15/2015 ($1,900)

			
	 6,661,804
 (09/764,779)
	 	 018323/0157
  
 Assignors:
 Fellman, Ronald D.;
 Cruz, Rene L.; and Palmer,
 Douglas A.
  
 Assignee:
 Path 1 Network Technologies, Inc.
 9339 Genesee Avenue, Suite 230
 San Diego, California 92121
	 	 According to PTO’s PAIR, No Fees Due Currently.
  
 4th year fees due 12/09/2006
($900)
  
 8th year fee due 12/09/2010 ($1,150)
  
 12th year fee due 12/09/2014 ($1,900)

			
	10/688,787	 	 014478/0436
  
 Assignors:
 Fellman, Ronald D.;
 Cruz, Rene L.; Palmer, Douglas
 A.; Schade, Bart
  
 Assignee:
 Path 1 Network Technologies, Inc.
 9339 Genesee Avenue, Suite 230
 San Diego, California 92121
	 	10/17/2003 filing date
			
	 6,704,329
 (10/141,630)
	 	 013185/0842
  
 Assignors:
 Martin, G. J.
  
 Assignee:
 Path 1 Network Technologies, Inc.
 9339 Genesee Avenue, Suite 230
 San Diego, California 92121
	 	 According to PTO’s PAIR, No Fees Due Currently.
  
 4th year fees due 03/09/2007
($900)
  
 8th year fee due 03/09/2011 ($1,150)
  
 12th year fee due 03/09/2015 ($1,900)