EXHIBIT 4.1
NETFABRIC HOLDINGS, INC.
00 XXXXXXX XXXX, XXXXXXXX X, XXXXX 000
XXXXXXXXXX, XX 00000
May 24, 2005
Xxxxxxx Xxxxxx
Macrocom Investors, LLC
0000 Xxxx Xxxxxx
Xxx Xxxx, XX 1002
Dear Xxxxxxx:
This letter will set forth our agreement today with respect to amending the
Financing Agreement dated July 22, 2004 and the Loan Agreement dated October 14,
2004 between NetFabric Corporation and Macrocom (together the "Agreements").
We have agreed that paragraph 2 of the Loan Agreement will be amended so that
the due date for the principal and interest due thereunder will be October 10,
2005.
We have agreed that paragraph 5 of the Financing Agreement and paragraph 5 of
the Loan Agreement will be amended to extend the exercise period of the warrant
to purchase an additional 2,000,000 shares of the common stock of the Company
for $1,500,000, to December 9, 2006.
Except as we have modified them hereby, the Agreements shall remain in full
force and effect in accordance with their terms. Capitalized terms used but not
defined herein have the meanings assigned to them in the Agreements.
This letter agreement is an integral part of the Agreements, shall be read and
construed as such, and as amended hereby, supersedes and replaces all other
agreements and understandings between the parties.
This letter agreement shall be governed by the laws of the state of New York.
If you are in agreement with this amendment to the Agreements, please execute
two copies of this letter and return one copy to me.
Very truly yours,
Xxxx Xxxxxxxx, CEO
NetFabric Holdings, Inc.
Understood and agreed to:
/S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Managing Member, Macrocom Investors, LLC
