**EXHIBIT 4.3**

 

**WARRANT AGREEMENT**

 

**between**

 

**Path 1 Network Technologies Inc.**

 

**and**

 

**Registrarand Transfer Company**

 

**Dated as of July 30, 2003**

**WARRANT AGREEMENT**

 

This Agreement, dated as of July 30, 2003, is between Path 1 Network Technologies, Inc., a Delaware corporation (the“Company”) and Registrar and Transfer Company, a New Jersey corporation, (the “Warrant Agent”). 

 

The Company, at or about the time that it is entering into this Agreement, proposes to issue and sell to public investors up to 1,250,000 Units(together with the additional units issuable as provided herein, the “Units”). Each Unit consists of three shares of common stock, $0.001 par value, of the Company and two warrants (collectively, the “Warrants”).Each Warrant is exercisable to purchase one share of Common Stock upon the terms and conditions and subject to adjustment in certain circumstances, all as set forth in this Agreement. 

 

The Company proposes to issue to the Representative of the Underwriters in the public offering of Units referred to abovewarrants to purchase up to 187,500 additional Units. 

 

The Company wishes to retain the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange and replacement of the certificates evidencing the Warrants tobe issued under this Agreement (the “Warrant Certificates”) and the exercise of the Warrants; 

 

The Company and the Warrant Agent wish to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights of the holdersthereof (“Warrantholders”) and to set forth the respective rights and obligations of the Company and the Warrant Agent. Each Warrantholder is an intended beneficiary of this Agreement with respect to the rights of Warrantholdersherein. 

 

NOW, THEREFORE, in consideration of the premises andthe mutual agreements herein set forth, the parties hereto agree as follows: 

 

1.    Appointment of Warrant Agent.    The Company appoints the Warrant Agent to act as agent for the Company in accordance with the instructions in this Agreement andthe Warrant Agent accepts such appointment. 

 

2.    Date, Denomination and Execution of Warrant Certificates.

 

(a)    The Warrant Certificates (and the Form of Election to Purchase and the Form of Assignment to be printed on thereverse thereof) shall be in registered form only and shall be substantially of the tenor and purport recited in Exhibit A hereto, and may have such letters, numbers or other marks of identification or designation and such legends, summariesor endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, or with any rule or regulation madepursuant thereto, or with any rule or regulation of any stock exchange on which the Common Stock or the Warrants may be listed or any automated quotation system, or to conform to usage. Each Warrant Certificate shall entitle the registered holderthereof, subject to the provisions of this Agreement and of the Warrant Certificate, to purchase, on or after July 31, 2003 and on or before the close of business on July 30, 2008 (the “Expiration Date”), one fullypaid and non-assessable share of 

 

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Common Stock for each Warrant evidenced by such Warrant Certificate for $5.40. The exercise priceof the Warrants (the “Exercise Price”) is subject to adjustments as provided in Section 6 hereof. Each Warrant Certificate issued as a part of a Unit offered to the public as described in the recitals, above, shall be datedJuly 30, 2003; each other Warrant Certificate shall be dated the date on which the Warrant Agent receives valid issuance instructions from the Company or a transferring holder of a Warrant Certificate or, if such instructions specify anotherdate, such other date. 

 

(b)    For purposes of this Agreement, the term “close of business” on any given date shall mean 5:00 p.m., Eastern time, on such date; provided, however, that if such date is not a business day, itshall mean 5:00 p.m., Eastern time, on the next succeeding business day. For purposes of this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in New York,New York or in the State in which the Warrant Agent maintains the principal office in which it conducts business related to the Warrants are authorized or obligated by law to be closed. If the Expiration Date is extended, the Company shall notifythe American Stock Exchange not less than 20 days prior to the date the extension is effected. 

 

(c)    Each Warrant Certificate shall be executed on behalf of the Company by the Chairman of the Board or itsPresident or a Vice President, either manually or by facsimile signature printed thereon, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. Each Warrant Certificate shall bemanually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any Warrant Certificate shall cease to be such officer of the Company beforecountersignature by the Warrant Agent and issue and delivery thereof by the Company, such Warrant Certificate, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person whosigned such Warrant Certificate had not ceased to be such officer of the Company. 

 

3.    Subsequent Issue of Warrant Certificates.    Subsequent to their original issuance, no Warrant Certificates shall be reissued except (i) Warrant Certificates issuedupon transfer thereof in accordance with Section 4 hereof, (ii) Warrant Certificates issued upon any combination, split-up or exchange of Warrant Certificates pursuant to Section 4 hereof, (iii) Warrant Certificates issued in replacement ofmutilated, destroyed, lost or stolen Warrant Certificates pursuant to Section 5 hereof, (iv) Warrant Certificates issued upon the partial exercise of Warrant Certificates pursuant to Section 7 hereof, and (v) Warrant Certificates issued to reflectany adjustment or change in the Exercise Price or the number or kind of shares purchasable thereunder pursuant to Section 22 hereof. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in accordance with the provisions ofsaid Sections 4, 5, 7 and 22, the new Warrant Certificates required for purposes thereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company forsuch purposes. 

 

4.    Transfers andExchanges of Warrant Certificates. 

 

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(a)    The Warrant Agent will keep or cause to be kept books forregistration of ownership and transfer of the Warrant Certificates issued hereunder. Such registers shall show the names and addresses of the respective holders of the Warrant Certificates and the kind and number of Warrants evidenced by each suchWarrant Certificate. 

 

(b)    The Warrant Agent shall, from time to time, register the transfer of any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender of the Warrant Certificateevidencing such Warrants, with the Form of Assignment duly filled in and executed with such signature guaranteed by a banking institution or NASD member and such supporting documentation as the Warrant Agent or the Company may reasonably require, tothe Warrant Agent at its stock transfer office in Cranford, New Jersey at any time on or before the Expiration Date of such Warrant, and upon payment to the Warrant Agent for the account of the Company of an amount equal to any applicable transfertax. Payment of the amount of such tax may be made in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. 

 

(c)    Upon receipt of a Warrant Certificate, with the Form of Assignment duly filled inand executed, accompanied by payment of an amount equal to any applicable transfer tax, the Warrant Agent shall promptly cancel the surrendered Warrant Certificate and countersign and deliver to the transferee a new Warrant Certificate for thenumber of full Warrants transferred to such transferee; provided, however, that in case the registered holder of any Warrant Certificate shall elect to transfer fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agentin addition shall promptly countersign and deliver to such registered holder a new Warrant Certificate or Certificates for the number of full Warrants not so transferred. 

 

(d)    Any Warrant Certificate or Certificates may be exchanged at the option of theholder thereof for another Warrant Certificate or Certificates of different denominations, of like tenor and representing in the aggregate the same kind and number of Warrants, upon surrender of such Warrant Certificate or Certificates, with theForm of Assignment duly filled in and executed, to the Warrant Agent, at any time or from time to time after the close of business on the date hereof and prior to the close of business on the Expiration Date relating to such Warrant. The WarrantAgent shall promptly cancel the surrendered Warrant Certificate and deliver the new Warrant Certificate pursuant to the provisions of this Section. 

 

5.    Mutilated, Destroyed, Lost or Stolen Warrant Certificates.    Upon receipt by the Company and theWarrant Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of any Warrant Certificate, and in the case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, andreimbursement to them of all reasonable expenses incidental thereto, and, in the case of mutilation, upon surrender and cancellation of the Warrant Certificate, the Warrant Agent shall countersign and deliver a new Warrant Certificate of like tenorfor the same kind and number of Warrants. 

 

6.    Adjustments of Number and Kind of Shares Purchasable and Exercise Price.    The number and kind of securities or other property purchasable upon exercise of a Warrant shall be subject toadjustment from time to time upon the occurrence, after the date hereof, of any of the following events: 

 

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(a)    In case the Company shall (1) pay a dividend in, or make adistribution of, shares of capital stock on its outstanding Common Stock, (2) subdivide its outstanding shares of Common Stock into a greater number of such shares or (3) combine its outstanding shares of Common Stock into a smaller number of suchshares, the total number of shares of Common Stock purchasable upon the exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the holder of any Warrant Certificate thereafter surrendered for exercise shall beentitled to receive at the same aggregate Exercise Price the number of shares of capital stock (of one or more classes) which such holder would have owned or have been entitled to receive immediately following the happening of any of the eventsdescribed above had such Warrant been exercised in full immediately prior to the record date with respect to such event. Any adjustment made pursuant to this Subsection shall, in the case of a stock dividend or distribution, become effective as ofthe record date therefor and, in the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Certificate thereafter surrendered forexercise shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company (whose determination shall be conclusive and shall be evidenced by a Board resolution filed with theWarrant Agent) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock. 

 

(b)    In the event of a capital reorganization or a reclassification of the Common Stock (except as provided inSubsection (a) above or Subsection (d) below), any Warrantholder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to suchreorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization orreclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall beconclusive and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section 6 with respect to the rights and interests thereafter of the Warrantholders (including but not limitedto the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section 6 (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Pricethereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. 

 

(c)    Whenever the number of sharesof Common Stock or other securities purchasable upon exercise of a Warrant is adjusted as provided in this Section 6, the Company will promptly file with the Warrant Agent a certificate signed by a Chairman or co-Chairman of the Board or thePresident or a Vice President of the Company and by the Treasurer or Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company setting forth the number and kind of securities or other propertypurchasable upon exercise of a Warrant, as so adjusted, stating that such adjustments in the number or kind of shares or other securities or property conform to the requirements of this Section 6, and setting forth a brief statement of the factsaccounting for such adjustments. Promptly after receipt of such certificate, the Company, or the Warrant Agent at the Company’s request, will deliver, by 

 

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first-class, postage prepaid mail, a brief summary thereof (to be supplied by the Company) to theregistered holders of the outstanding Warrant Certificates; provided, however, that failure to file or to give any notice required under this Subsection, or any defect therein, shall not affect the legality or validity of any such adjustments underthis Section 6; and provided, further, that, where appropriate, such notice may be given in advance and included as part of the notice required to be given pursuant to Section 12 hereof. 

 

(d)    In case of any consolidation of the Company with, or merger of the Company into,another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as anentirety or substantially as an entirety, the corporation formed by such consolidation or merger or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the Warrant Agent a supplemental warrantagreement providing that the holder of each Warrant then outstanding shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, solely the kind and amount of shares of stock and other securitiesand property (or cash) receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger,sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section. The above provision of this Subsection shall similarly applyto successive consolidations, mergers, sales or transfers. 

 

TheWarrant Agent shall not be under any responsibility to determine the correctness of any provision contained in any such supplemental warrant agreement relating to either the kind or amount of shares of stock or securities or property (or cash)purchasable by holders of Warrant Certificates upon the exercise of their Warrants after any such consolidation, merger, sale or transfer or of any adjustment to be made with respect thereto, but subject to the provisions of Section 20 hereof, mayaccept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, a certificate of a firm of independent certified public accountants (who may be the accountants regularly employed by the Company) withrespect thereto. 

 

(e)    Irrespective of any adjustments in the number or kind of shares issuable upon exercise of Warrants, Warrant Certificates theretofore or thereafter issued may continue to express the same price and number and kindof shares as are stated in the similar Warrant Certificates initially issuable pursuant to this Warrant Agreement. 

 

(f)    The Company may retain a firm of independent public accountants of recognized standing, which may be the firmregularly retained by the Company, selected by the Board of Directors of the Company or the Executive Committee of said Board, and not disapproved by the Warrant Agent, to make any computation required under this Section, and a certificate signed bysuch firm shall, in the absence of fraud or gross negligence, be conclusive evidence of the correctness of any computation made under this Section. 

 

(g)    For the purpose of this Section, the term “Common Stock” shall mean (i) the Common Stock or(ii) any other class of stock resulting from successive changes or 

 

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reclassifications of such Common Stock consisting solely of changes in par value, or from par value to nopar value, or from no par value to par value. In the event that at any time as a result of an adjustment made pursuant to this Section, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares ofcapital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent aspracticable to the provisions with respect to the Common Stock contained in this Section, and all other provisions of this Agreement, with respect to the Common Stock, shall apply on like terms to any such other shares. 

 

(h)    The Company may, from time totime and to the extent permitted by law, reduce the Exercise Price of the Warrants by any amount for a period of not less than 20 days. If the Company so reduces the Exercise Price of such Warrants, it will give not less than 15 days’ notice ofsuch decrease, which notice may be in the form of a press release, and shall take such other steps as may be required under applicable law in connection with any offers or sales of securities at the reduced price. 

 

7.    Exercise and Redemption ofWarrants.    Unless the Warrants have been redeemed as provided in this Section 7, the registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time totime at or prior to the close of business on the Expiration Date relating to such Warrant, subject to the provisions of Section 8, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised bytheir holders or redeemed by the Company as follows: 

 

(a)    Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to theWarrant Agent at its stock transfer office in Cranford, New Jersey, together with payment to the Company of the Exercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer taxand, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, orby certified or bank cashier’s check, payable in lawful money of the United States of America to the order of the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise ofa Warrant. 

 

(b)    Uponreceipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and of an amount equal to any applicable taxes or government chargesas aforesaid), the Warrant Agent shall promptly request from the Transfer Agent with respect to the securities to be issued and deliver to or upon the order of the registered holder of such Warrant Certificate, in such name or names as suchregistered holder may designate, a certificate or certificates for the number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share ofsuch securities otherwise issuable upon such exercise. If the Warrant is then exercisable to purchase property other than securities, the Warrant Agent shall take appropriate steps to cause such property to be delivered to or upon the order of theregistered holder of such Warrant 

 

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Certificate. In addition, if it is required by law and upon instruction by the Company, the Warrant Agentwill deliver to each Warrantholder a prospectus which complies with the provisions of Section 9 of the Securities Act of 1933 and the Company agrees to supply Warrant Agent with sufficient number of prospectuses to effectuate that purpose.

 

(c)    In case theregistered holder of any Warrant Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or tohis duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. 

 

(d)    Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for allpurposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the ExercisePrice (and of any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to havebecome the record holder of such shares as of, and the certificate for such shares shall be dated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the Expiration Date relatingto such Warrant) and the Warrant Agent shall be under no duty to deliver the certificate for such shares until such date. The Company covenants and agrees that it shall not cause its stock transfer books to be closed for a period of more than 20consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law. 

 

(e)    The Warrants outstanding at the time of a redemption may be redeemed at theoption of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 7(f) below, which notice may not be given before, but may be given at any time after, the last reported sale price ofthe Common Stock on the principal exchange on which it is then traded has equaled or exceeded $7.20 per share (subject to appropriate adjustments as provided herein) on each of five consecutive trading days that occur subsequent to the date of thisWarrant Agreement. The price at which Warrants may be redeemed (the “Redemption Price”) is $0.25 per Warrant (subject to appropriate adjustments as provided herein). On and after the redemption date the holders of record of redeemedWarrants shall be entitled to payment of the Redemption Price upon surrender of such redeemed Warrants to the Company at the office of the Warrant Agent designated for that purpose. 

 

(f)    Notice of redemption of Warrants shall be given at least 30 days prior to theredemption date by mailing, by registered or certified mail, return receipt requested, a copy of such notice to the Warrant Agent and to all of the holders of record of Warrants at their respective addresses appearing on the books or transferrecords of the Company or such other address designated in writing by the holder of record to the Warrant Agent not less than 40 days prior to the redemption date. 

 

(g)    From and after the redemption date, all rights of the Warrantholders (except theright to receive the Redemption Price) shall terminate, but only if (i) no later than one 

 

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day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent aspaying agent a sufficient amount to pay on the redemption date the Redemption Price for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Companyto deposit such amount with the Warrant Agent no later than one day prior to the redemption date. 

 

(h)    On the Redemption Date, the Warrant Agent shall pay to the holders of record of redeemed Warrants all moniesreceived by the Warrant Agent for the redemption of Warrants to which the holders of record of such redeemed Warrants who shall have surrendered their Warrants are entitled. The Warrant Agent shall have no obligation to pay for the redemption of thewarrants except to the extent that funds for such payment have been provided to it by the Company. 

 

(i)    Any amounts deposited with the Warrant Agent that are not required for redemption of Warrants may be withdrawnby the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Warrants called for redemption for which suchfunds were deposited shall look solely to the Company for payment. The Company shall be entitled to the interest, if any, on funds deposited with the Warrant Agent and the holders of redeemed Warrants shall have no right to any such interest. At theinstruction of the Company, the Warrant agent shall deposit or invest any and all funds deposited with it by the Company in connection with any redemption in federally insured, interest bearing accounts with the financial institution or institutionstypically used by the Warrant Agent for such purpose, and the Warrant Agent shall have no liability with respect to the performance of any such investments other than, in the case of funds deposited in accounts maintained by the Warrant Agent, theliability of the Warrant Agent to its depositors in such accounts, generally. 

 

(j)    If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Warrants called for redemption may at the option of the holder (i) by notice tothe Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of theholder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holderand such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this Section 7(j), a notice of redemption, once mailed by the Company as provided in Section 7(f) shall be irrevocable. 

 

8.    FractionalInterests.    The Company shall not be required to issue any Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of shares of securities on the exercise of the Warrants. If any fraction (calculated tothe nearest one-hundredth) of a Warrant or a share of securities would, except for the provisions of this Section, be issuable on the exercise of any Warrant, the Company shall, at its option, either purchase such fraction for an amount in cashequal to the current value of such fraction computed on the basis of the closing market price (as quoted on the American Stock Exchange) on the trading day immediately preceding the day upon which such Warrant Certificate was surrendered forexercise in accordance with Section 7 hereof or issue the required fractional Warrant or share. By accepting 

 

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a Warrant Certificate, the holder thereof expressly waives any right to receive a Warrant Certificate evidencing anyfraction of a Warrant or to receive any fractional share of securities upon exercise of a Warrant, except as expressly provided in this Section 8. 

 

9.    Reservation of Equity Securities.    The Company covenants that it will at all times reserve and keepavailable, free from any pre-emptive rights, out of its authorized and unissued equity securities, solely for the purpose of issue upon exercise of the Warrants, such number of shares of equity securities of the Company as shall then be issuableupon the exercise of all outstanding Warrants (“Equity Securities”). The Company covenants that all Equity Securities which shall be so issuable shall, upon such issue, be duly authorized, validly issued, fully paid andnon-assessable. 

 

The Company covenants that if any equitysecurities, required to be reserved for the purpose of issue upon exercise of the Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon exerciseof Warrants, the Company will use all commercially reasonable efforts to cause such securities to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exerciseof the Warrants, including, without limitation, filing or maintaining an appropriate registration statement, necessary to permit a public offering of the securities underlying the Warrants at any and all times during the term of this Agreement,provided, however, that in no event shall such securities be issued, and the Company is authorized to refuse to honor the exercise of any Warrant, if such exercise would result in the opinion of the Company’s Board of Directors, upon advice ofcounsel, in the violation of any law; and provided further that, in the case of a Warrant exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining suchregistration or approval, the Company may elect to redeem Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities forwhich such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-described redemption price in cash within 10business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. 

 

10.    Reduction of Conversion Price Below Par Value.    Before taking any action that would cause anadjustment pursuant to Section 6 hereof reducing the portion of the Exercise Price required to purchase one share of capital stock below the then par value (if any) of a share of such capital stock, the Company will use its best efforts to take anycorporate action which, in the opinion of its counsel, may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such capital stock. 

 

11.    Payment of Taxes.    The Company covenants and agrees that it will paywhen due and payable any and all federal and state documentary stamp and other original issue taxes which may be payable in respect of the original issuance of the Warrant Certificates, or any shares of Common Stock or other securities upon theexercise of Warrants. The Company shall not, however, be required (a) to pay any tax which may be payable in respect of any transfer involved in the transfer and delivery of Warrant Certificates or the issuance or delivery of certificates for

 

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Common Stock or other securities in a name other than that of the registered holder of the Warrant Certificatesurrendered for purchase or (b) to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of any Warrant Certificate until any such tax shall have been paid, all such tax being payable by the holder of suchWarrant Certificate at the time of surrender. 

 

12.    Notice of Certain Corporate Action.    In case the Company after the date hereof shall propose (a) to offer to the holders of Common Stock, generally, rights to subscribe to or purchaseany additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (b) to effect any reclassification of Common Stock (other than a reclassification involving merely thesubdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale,transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent andthe Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of theCompany shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution orwinding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respectthereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such noticeshall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as ofwhich the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (b) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization,consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on suchdate shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution orwinding-up. 

 

Failure to give any such notice or any defecttherein shall not affect the legality or validity of any transaction listed in this Section 12. 

 

13.    Disposition of Proceeds on Exercise of Warrant Certificates, etc.    The Warrant Agent shall accountpromptly to the Company with respect to Warrants exercised and concurrently pay to the Company all moneys received by the Warrant Agent for the purchase of securities or other property through the exercise of such Warrants. 

 

The Warrant Agent shall keep copies of this Agreement available forinspection by 

 

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Warrantholders during normal business hours at its stock transfer office. Copies of this Agreement may be obtained uponwritten request addressed to the Warrant Agent at its stock transfer office in Cranford, New Jersey. 

 

14.    Warrantholder Not Deemed a Stockholder.    No Warrantholder, as such, shall be entitled to vote,receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise of the Warrants represented thereby for any purpose whatever, nor shall anything contained herein orin any Warrant Certificate be construed to confer upon any Warrantholder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meetingthereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance orotherwise), or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 12 hereof), or to receive dividend or subscription rights, or otherwise, until such Warrant Certificate shall have been exercised inaccordance with the provisions hereof and the receipt of the Exercise Price and any other amounts payable upon such exercise by the Warrant Agent. 

 

15.    Right of Action.    All rights of action in respect to this Agreement are vested in the respectiveregistered holders of the Warrant Certificates; and any registered holder of any Warrant Certificate, without the consent of the Warrant Agent or of any other holder of a Warrant Certificate, may, in his own behalf for his own benefit, enforce, andmay institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise the Warrants evidenced by such Warrant Certificate, for the purchase of shares of the Common Stockin the manner provided in the Warrant Certificate and in this Agreement. 

 

16.    Agreement of Holders of Warrant Certificates.    Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company, the WarrantAgent and with every other holder of a Warrant Certificate that: 

 

(a)    the Warrant Certificates are transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in this Agreement; and 

 

(b)    the Company and the Warrant Agentmay deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner of the Warrant (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent)for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 

 

17.    Cancellation of Warrant Certificates.    In the event that the Company shall purchase or otherwiseacquire any Warrant Certificate or Certificates after the issuance thereof, such Warrant Certificate or Certificates shall thereupon be delivered to the Warrant Agent and be canceled by it and retired. The Warrant Agent shall also cancel any WarrantCertificate delivered to it for exercise, in whole or in part, or delivered to it for transfer, split-up, combination or exchange. Warrant Certificates so canceled shall be delivered by the Warrant 

 

11 

Agent to the Company from time to time, or disposed of in accordance with the instructions of the Company. 

 

18.    Concerning the WarrantAgent.    The Company agrees to pay to the Warrant Agent from time to time, on demand of the Warrant Agent, reasonable compensation for all services rendered by it hereunder and also its reasonable expenses, including counselfees, and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, anyloss, liability or expense (including the reasonable fees and expenses of a single counsel to the Warrant Agent), incurred without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connectionwith the acceptance and administration of this Agreement. 

 

19.    Merger or Consolidation or Change of Name of Warrant Agent.    Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporationresulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the executionor filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor warrant agent under the provisions of Section 21 hereof. In case at the time suchsuccessor to the Warrant Agent shall succeed to the agency created by this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of theoriginal Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificateseither in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement. 

 

In case at any time the name of the Warrant Agent shall be changed and atsuch time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of theWarrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force providedin the Warrant Certificates and in this Agreement. 

 

20.    Duties of Warrant Agent.    The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and theholders of Warrant Certificates, by their acceptance thereof, shall be bound: 

 

(a)    The Warrant Agent may consult with counsel satisfactory to it (who may be counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection tothe Warrant Agent as to any action taken, suffered or omitted by it in good faith and in accordance with such opinion; provided, however, that the Warrant Agent 

 

12 

shall have exercised reasonable care in the selection of such counsel. Fees and expenses of such counsel,to the extent reasonable, shall be paid by the Company. 

 

(b)    Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company priorto taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Chairman orco-Chairman of the Board or the President or a Vice President or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith byit under the provisions of this Agreement in reliance upon such certificate. 

 

(c)    The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct. 

 

(d)    The Warrant Agent shall not be liable for or by reason of any of the statementsof fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature on the Warrant Certificates and such statements or recitals as describe the Warrant Agent or action taken or to be taken by it) or berequired to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. 

 

(e)    The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or theexecution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by theCompany of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the making of any change in the number of shares of Common Stock for which a Warrant is exercisable required under theprovisions of Section 6 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of Warrant Certificatesafter actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to thisAgreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid and non-assessable. 

 

(f)    The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or take anyother action likely to involve expense unless the Company or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rightsof action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit orproceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the registered holders of the Warrant Certificates, as their respective rights or interestsmay appear. 

 

13 

(g)    The Warrant Agent and any stockholder, director, officer oremployee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwiseact as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. 

 

(h)    The Warrant Agent is herebyauthorized and directed to accept instructions with respect to the performance of its duties hereunder from a Chairman or co-Chairman of the Board or President or a Vice President or the Secretary of the Company, and to apply to such officers foradvice or instructions in connection with the Warrant Agent’s duties, and it shall not be liable for any action taken or suffered or omitted by it in good faith in accordance with instructions of any such officer. 

 

(i)    The Warrant Agent will not beresponsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company. 

 

(j)    The Warrant Agent may execute and exercise any of the rights or powers herebyvested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys, agents oremployees or for any loss to the Company resulting from such neglect or misconduct; provided, however, that reasonable care shall have been exercised in the selection and continued employment of such attorneys, agents and employees. 

 

(k)    The Warrant Agent will not incurany liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document orinstrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. 

 

(l)    The Warrant Agent will act hereunder solely as agent of the Company in a ministerial capacity, and its dutieswill be determined solely by the provisions hereof. The Warrant Agent will not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence, bad faith or willful conduct.

 

21.    Change of WarrantAgent.    The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ prior notice in writing mailed, by registered or certified mail, to the Company. The Company may remove theWarrant Agent or any successor warrant agent upon 30 days’ prior notice in writing, mailed to the Warrant Agent or successor warrant agent, as the case may be, by registered or certified mail. If the Warrant Agent shall resign or be removed orshall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If theCompany shall fail to make such appointment within a period of 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the 

 

14 

resigning or incapacitated Warrant Agent, then the Company agrees to perform the duties of the Warrant Agent hereunderuntil a successor Warrant Agent is appointed. After appointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had beenoriginally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent, within a reasonable time, any property at the time held by it hereunder, and execute and deliverany further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section, however, or any defect therein shall not affect the legality or validity of the resignation or removal of the WarrantAgent or the appointment of the successor warrant agent, as the case may be. 

 

22.    Issuance of New Warrant Certificates.    Notwithstanding any of the provisions of this Agreement or the several Warrant Certificates to the contrary, the Companymay, at its option, issue new Warrant Certificates in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Exercise Price or the number or kind of shares purchasable under the several Warrant Certificatesmade in accordance with the provisions of this Agreement. 

 

23.    Notices.    Notice or demand pursuant to this Agreement to be given or made on the Company by the Warrant Agent or by the registered holder of any Warrant Certificate shall besufficiently given or made if sent by first-class or registered mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows: 

 

Path 1 Network Technologies, Inc. 

6215 Ferris Square, Suite 140 

San Diego,California 92121 

Attention: Chief Financial Officer; 

 

Subject to the provisions of Section 21, any notice pursuant to this Agreement to be given or made by the Company or by theholder of any Warrant Certificate to or on the Warrant Agent shall be sufficiently given or made if sent by first-class or registered mail, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company)as follows: 

 

Registrar and Transfer Company 

10 Commerce Drive 

Cranford, New Jersey 07016

Attention: Dan Flynn 

 

Any notice or demand authorized to be given or made to the registered holder of any Warrant Certificate under this Agreement shall be sufficiently givenor made if sent by first-class or registered mail, postage prepaid, to the last address of such holder as it shall appear on the registers maintained by the Warrant Agent. 

 

24.    Modification of Agreement.    The Warrant Agent may, without theconsent or concurrence of the Warrantholders, by supplemental agreement or otherwise, concur with the Company in making any changes or corrections in this Agreement that the Warrant Agent shall have been advised by counsel (who may be counsel forthe Company) are necessary or desirable 

 

15 

to cure any ambiguity or to correct any defective or inconsistent provision or clerical omission or mistake or manifesterror herein contained, or to make any other provisions in regard to matters or questions arising hereunder and which shall not be inconsistent with the provisions of the Warrant Certificates and which shall not adversely affect the interests of theWarrantholders. As of the date hereof, this Agreement contains the entire and only agreement, understanding, representation, condition, warranty or covenant between the parties hereto with respect to the matters herein, supersedes any and all otheragreements between the parties hereto relating to such matters, and may be modified or amended only by a written agreement signed by both parties hereto pursuant to the authority granted by the first sentence of this Section. 

 

25.    Successors.    All thecovenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. 

 

26.    DelawareContract.    This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed in accordance with the laws ofsaid State. 

 

27.    Termination.    This Agreement shall terminate as of the close of business on the Expiration Date, or such earlier date upon which all Warrants shall have been exercised or redeemed,except that the Warrant Agent shall account to the Company as to all Warrants outstanding and all cash held by it as of the close of business on the Expiration Date. 

 

28.    Benefits of this Agreement.    Nothing in this Agreement or in theWarrant Certificates shall be construed to give to any person or corporation other than the Company, the Warrant Agent, and their respective successors and assigns hereunder and the registered holders of the Warrant Certificates any legal orequitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent, their respective successors and assigns hereunder and the registered holders of the WarrantCertificates. 

 

29.    DescriptiveHeadings.    The descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 

 

30.    Counterparts.    ThisAgreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. 

 

 

*(Remainder of page intentionally left blank;signature page follows)*

 

16 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the dayand year first above written. 

 
PATH 1 NETWORK TECHNOLOGIES, INC.
By:
 
/s/    FREDRICK A. CARY
  
Name: Fredrick A. Cary

Title:President

 

 
[WARRANT AGENT]
By:
 
/s/    WILLIAM P. TATLER
  
Name: William P. Tatler

Title:Vice President

 

17 

**Exhibit A**

 

VOID AFTER 5 P.M. PACIFIC TIME ON                    , 2008 

 

WARRANTS TO PURCHASE COMMON STOCK 

 

W                                             Warrants 

 

 

**Path 1 Network Technologies, Inc.**

 

CUSIP                    

 

THIS CERTIFIES THAT 

 

 

or registered assigns, is the registered holder of the number of Warrants (“Warrants”) set forth above. Each Warrant,unless and until redeemed by the Company as provided in the Warrant Agreement, hereinafter more fully described (the “Warrant Agreement”) entitles the holder thereof to purchase from Path 1 Network Technologies, Inc., a corporationincorporated under the laws of the State of Delaware the (“Company”), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after                    , 2003 and before the close of business on                    , 2008 (“Expiration Date”), one fully paid and non-assessable share of Common Stock, $0.001 par value, ofthe Company (“Common Stock”) upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in                    , of                    , Warrant Agent of the Company (“Warrant Agent”) or of its successor warrant agent or, if there be nosuccessor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawfulmoney of the United States of America to the order of the Company. Each Warrant initially entitles the holder to purchase one share of Common Stock for $             (subject toappropriate adjustments as provided in the Warrant Agreement). The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, splitsand the like, to prevent dilution. The Company may redeem any or all outstanding and unexercised warrants by giving not less than 30 days prior notice at any time after the last reported sale price of the Common Stock on the principal exchange onwhich it is traded has equaled or exceeded $             per share (subject to appropriate adjustments as provided in the Warrant Agreement) on each of five consecutive trading dayssubsequent to                     , 2003. The Redemption Price is $0.25 (subject to appropriate adjustments as 

provided in the Warrant Agreement) per Warrant. All Warrants not theretofore exercised will expire on the ExpirationDate. 

 

This Warrant Certificate is subject to all of the terms,provisions and conditions of the Warrant Agreement, dated as of                     , 2003, between the Company and the Warrant Agent, to allof which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the WarrantAgreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection atthe stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at Path 1 Network Technologies, Inc., 6215 Ferris Square, Suite 140, San Diego, California 92121, Attention: Chief Financial Officer.

 

The Company shall not be required upon the exercise of theWarrants evidenced by this Warrant Certificate to issue fractions of Warrants, Common Stock or other securities, but shall make adjustment therefor in cash on the basis of the current market value of any fractional interest as provided in theWarrant Agreement. 

 

In certain cases, the sale of securities bythe Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts to cause a registration statement tocontinue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to belawful. However, the Company will not be required to honor the exercise of Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the Company may,but is not required to, purchase Warrants submitted for exercise for a cash price equal to the difference between the market price of the securities obtainable upon such exercise and the exercise price of such Warrants. 

 

This Warrant Certificate, with or without other Certificates, upon surrenderto the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the samenumber of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another WarrantCertificate or Certificates evidencing the number of Warrants not so exercised. 

 

No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on theexercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right tovote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted 

 

2 

to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of stock,reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or toreceive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in theWarrant Agreement. 

 

If this Warrant Certificate shall besurrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other class of stock purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose,the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books. 

 

Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, andwith every other holder of a Warrant Certificate that: 

 

(a)    this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and 

 

(b)    the Company and the Warrant Agent may deem andtreat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposeswhatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise ofWarrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by the holder of thisWarrant Certificate at the time of surrender. 

 

This WarrantCertificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. 

 

*(Remainder of page intentionally left blank; signature page follows)*

 

3 

WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.

 

Dated:                    

 
PATH 1 NETWORK TECHNOLOGIES, INC.
By:
 
 
  
Name: Fredrick A. Cary

Title:President

 

Attest:
 
 
  Secretary
 
Countersigned:
By:
 
 
  Authorized Officer
 

4 

**[TO BE PRINTED ON BACK OF CERTIFICATE]**

 

**FORM OF ELECTION TO PURCHASE**

 

The undersigned holder hereby exercises the right to purchase                         of the shares of common stock (the “Warrant Shares”) of PATH 1 NETWORKTECHNOLOGIES INC., a Delaware corporation (the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in theWarrant. 

 

1.    Payment of WarrantExercise Price.    The holder has paid in connection with this exercise the sum of$                             to the Company in accordance with the terms of the Warrant. 

 

2. Delivery of Warrant Shares. The Company shall deliver to theholder                      Warrant Shares in accordance with the terms of the Warrant. 

 

Dated:                        ,         

 
(Name of Registered Holder)
 

By:
 
 
  
Name:

Title:

 

**FORM OFASSIGNMENT**

 

FOR VALUE RECEIVED, the undersigned does hereby assign andtransfer to                     , Federal Identification No.                , a warrant to purchase                         shares of the common stock of PATH 1 NETWORK TECHNOLOGIES INC, a Delaware corporation,represented by warrant certificate no.         , standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint                        , attorney to transfer the warrants of said corporation, with full power of substitution in thepremises. 

 

Dated:                        ,         

 
(Name of Registered Holder)
 

By:
 
 
  
Name:

Title: