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W 052/08 OSR — NetSol Technologies Inc

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WAIVER AND MODIFICATION NOTICE

To NetSol Technologies Inc
Address 23901, Calabasas Road, Suite 2072,
Calabasas, California, 91024
United States of America
DFSA Firm Reference No. F000804
Notice No. W052/2008

THE DFSA HEREBY GIVES NOTICE THAT:

1. The Rules specified in Table A herein do not apply to the above mentioned Person.

AND

2. The Rules specified in the left hand column of Table B herein do not apply to the above mentioned Person in the form appearing in the Rulebook but instead apply as modified in the right hand column of the table.

RULES WAIVED

TABLE A
Rulebook module Rule
OSR A2.2.1 Item 3, A3.1.1 Item 7 and A3.1.1 Item 2

RULES MODIFIED

The Rules specified in the left hand column are modified to the extent shown in the right hand column of the table below. In this table, underlining indicates new text and striking through indicates deleted text, otherwise the Rule remains unaltered. Where a significant number of the paragraphs of the Rule remain un-altered the entire Rule may not be reproduced in the table accordingly. In this notice Table B shows only those items that have been modified. The remaining items are unaltered and remain in force.

TABLE B
Rule Modified Text
OSR A2.1.1,
Item 19

Events Requirements Time Shares Warrants over Shares Debentures Warrants over Debentures Certificates over Shares Certificates over Debentures
Proposed, new issues and results of new issues of Securities Market disclosure of the class, number, date of issue, and consideration received for the issue of the Securities and details of changes in share capital. Without delay or in accordance with the time permissible for the relevant US SEC filings. X X X X X X

OSR A3.1.1, Item 1
Event Threshold for decision Shares Certificates over Shares
An alteration of the constitutional documents of the Reporting Entity including any alteration to the memorandum of association, articles of association, bye-laws or any other instrument constituting the Reporting Entity. Majority or in accordance with the Issuer's articles of association and the relevant US statute. X X

OSR A3.1.1, Item 6.
Event Threshold for decision Shares Certificates over Shares
The granting of authority to the Governing Body of the Issuer to allot Shares. Majority or in accordance with the Issuer's articles of association and the relevant US statute. X X

OSR A3.2.1, Item 1.
Event Threshold for decision Shares Certificates Over Shares Units
The removal or appointment of a Director or Partner to the Governing Body by an Issuer. Majority or in accordance with the laws of the State of Nevada. X X X

OSR A3.2.1, Item 2.
Event Threshold for decision Shares Certificates over Shares Units
The removal of an auditor by an Issuer Majority unless the auditor is found to be negligent and/or acts contrary to US accounting and auditing rules and principles. X X X

OSR A4.3.10

The annual report of a Reporting Entity must:

(a) identify the chairman, the Chief Executive, the Directors and the members of the nomination, audit and remuneration committees;
(b) set out the number of meetings of the Governing Body and of those committees that were held;
(c) set out a record of individual attendance by Directors at meetings;
(d) describe the manner of operation of the Governing Body, including as to which types of decisions are taken by the Governing Body and which are delegated to management;
(e) describe the work of the nomination committee, including the process it has used in relation to Governing Body appointments;
(f) contain a statement of remuneration policy and detail the remuneration of each Director (including the chairman) and the Chief Executive; and
(g) describe the work of the audit committee in discharging its responsibilities; and
(h) set out the information required under (a) to (g) explicitly or be incorporated by reference to other statutory documents required to be published by the SEC which contain such information.
OSR A4.3.11

The DirectorsCEO and Chief Financial Officer must, in the annual report:

(a) explain their responsibility for the accounts; and
(b) report whether or not, in their opinion, the business of the Reporting Entity is a going concern, with supporting assumptions or qualifications as necessary.

CONDITIONS

1. The Issuer must retain its primary listing on NASDAQCM and continues to be subject to the NASDAQCM Listing Rules as amended or waived or modified from time to time.
2. Documents incorporated by reference in the annual report must be published in accordance with the time table for lodgment of annual report under OSR A2.1.1 item 13.

If any one or more of the conditions stated above is breached, this notice ceases to have effect forthwith and the Rules specified in the table herein apply to the above mentioned Person in the form set out in the applicable module of the Rulebook in force at the relevant time.

EFFECTIVE PERIOD

This notice comes into effect on the date of issue of this notice and remains in force until further notice.

INTERPRETATION

The provisions in this notice are to be construed in accordance with GEN section 6.2 as if these provisions are provisions of the Rulebook.

Defined terms are identified in this notice by the capitalisation of the initial letter of a word or of each word in a phrase and are defined in the Glossary (GLO). Unless the context otherwise requires, where capitalisation of the initial letter is not used, an expression has its natural meaning.

THIS NOTICE IS ISSUED UNDER ARTICLE 25 OF THE REGULATORY LAW 2004 BY:

Name : Michael Zamorski
Position : Acting Chief Executive
DATE OF ISSUE: 29 July 2008