				Pro Forma Adjustments
	Historical				Notes	Amount			Pro Forma

Assets
Current assets:
Cash and cash equivalents	$	7,837			(A)	$	2,500		$	10,337
Restricted cash		-			(A)		15,000			15,000
Trade accounts receivable, net		40					-			40
Inventory		643					-			643
Prepaid expenses and other current assets		919					-			919
Total current assets		9,439					17,500			26,939
Intangible assets		365					-			365
Other assets		111					-			111
Total assets	$	9,915				$	17,500		$	27,415

Liabilities and Equity (Deficiency)
Current liabilities:
Trade accounts payable	$	1,016				$	-		$	1,016
Accrued expenses		368					-			368
Loan payable, net of debt discount		-			(A)		17,500			13,460
					(B)		(4,040	)
FCC consent decree payable		15,000					-			15,000
Deferred revenue		197					-			197
Income taxes payable		221					-			221
Total current liabilities		16,802					13,460			30,262
Settlement payable - stockholders		7,200					-			7,200
Deferred revenue - long-term portion		80					-			80
Total liabilities		24,082					13,460			37,542
Equity (Deficiency)
Straight Path Communications Inc. stockholders' equity:
Preferred stock		-					-			-
Class A common stock		8					-			8
Class B common stock		117					-			117
Additional paid-in capital		26,073			(B)		4,040			30,113
Accumulated deficit		(37,781	)				-			(37,781	)
Treasury stock		(428	)				-			(428	)
Total Straight Path Communications Inc. stockholders' equity (deficiency)		(12,011	)				4,040			(7,971	)
Noncontrolling interests		(2,156	)				-			(2,156	)
Total equity (deficiency)		(14,167	)				4,040			(10,127	)
Total liabilities and equity (deficiency)	$	9,915				$	17,500		$	27,415

Notes to Pro Forma Consolidated Balance Sheet

(A)

To record the proceeds from the Loan Agreement. According to the terms of the Loan Agreement, $15 million of the Loan Amount will be used to pay the Initial Civil Penalty. As such, $15 million has been classified as restricted cash.

(B)

To record the value of the warrants issued under the Loan Agreement. The value of the warrants will be amortized to interest expense over the term of the Loan Agreement.