0001144204-08-043441 Sample Contracts

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 1st, 2008 • Netsol Technologies Inc • Services-prepackaged software • New York

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

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CONVERTIBLE NOTE DUE JULY 31, 2011 OF NETSOL TECHNOLOGIES, INC.
Convertible Note Agreement • August 1st, 2008 • Netsol Technologies Inc • 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 Convertible Notes Due July 31, 2011 (as may be extended pursuant to the terms hereof, the “Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) which does not exceed Six Million U.S. Dollars (U.S. $6,000,000) (the “Notes”).

CONVERTIBLE NOTE PURCHASE AGREEMENT by and among Netsol Technologies, Inc., as Issuer and Seller and the Purchasers named herein, as Purchasers with respect to Seller’s Convertible Notes Due July 31, 2011 July 23, 2008
Convertible Note Purchase Agreement • August 1st, 2008 • Netsol Technologies Inc • Services-prepackaged software • New York

This CONVERTIBLE NOTE PURCHASE AGREEMENT (“Agreement”) is dated as of July 23, 2008, 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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