0001171843-11-002778 Sample Contracts

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 16th, 2011 • Netsol Technologies Inc • Services-prepackaged software • New York

This Agreement is being entered into pursuant to the Convertible Note and Warrant Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).

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THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE...
Netsol Technologies Inc • September 16th, 2011 • Services-prepackaged software • New York

This Note (“Note”) is one of a duly authorized issue of Notes of NETSOL TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 8.25% Convertible Notes due on September 13, 2013 (the “Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) which does not exceed Four Million U.S. Dollars (U.S. $4,000,000) (the “Notes”).

Contract
Common Stock Purchase Warrant • September 16th, 2011 • Netsol Technologies Inc • Services-prepackaged software • New York

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT by and among Netsol Technologies, Inc., as Issuer and Seller and the Purchasers named herein, as Purchasers with respect to Seller’s and Warrants to Purchase Common Stock September 13, 2011
Convertible Note and Warrant Purchase Agreement • September 16th, 2011 • Netsol Technologies Inc • Services-prepackaged software • New York

This CONVERTIBLE NOTE PURCHASE AGREEMENT (“Agreement”) is dated as of September 13, 2011, by and among NetSol Technologies, Inc., a Nevada corporation (the “Seller”), and each of the persons signatory hereto (each is individually referred to as a “Purchaser” and collectively, the “Purchasers”).

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