DEEPHAVEN PRIVATE PLACEMENT TRADING LTD.
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February 23, 2001
NetSol International, Inc.
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Re: FILING DATE FOR REGISTRATION STATEMENT
Ladies and Gentlemen:
Reference is made to the Registration Rights Agreement (the
"REGISTRATION RIGHTS AGREEMENT"), dated January 8, 2001, between NetSol
International, Inc. (the "COMPANY") and Deephaven Private Placement Trading
Ltd. (the "PURCHASER"). The parties agree that the definition of "Filing
Date" in Section 1 of the Registration Rights Agreement is hereby deleted in
its entirety and replaced with the following:
"Filing Date" means (A) the 5th day following the Second
Settlement Date (as defined in Section 1.1(iv) of the Purchase
Agreement) and (B) with respect to any additional Registration
Statements which may be required pursuant to Section 3(c), the
30th day following the date that notice of the requirement to
file such additional registration Statement is provided."
Except as otherwise specified in this amendment, the terms
and provisions of the Registration Rights Agreement remain without
modification. Please indicate your agreement with the foregoing by executing
this letter and returning the same to our attention.
The Parties further agree that the 5th day following the
Second Settlement Date shall be March 14, 2001.
Sincerely,
NetSol International, Inc. Deephaven Private Placement Trading Ltd.
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Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer Title: Director - Private Placement
Trading