NOVINT TECHNOLOGIES, INC.
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this "Agreement"), is made and entered into as of
January 29, 2004 by and among XXXXXX XXXXXX ("Xxxxxx"), XXXXXX XXXXXX
("Xxxxxx"), XXX XXXXXXXX ("Xxxxxxxx") and MANHATTAN SCIENTIFIC, INC., a Delaware
corporation ("MHTX"), on the one hand, and HUNTER WORLD MARKETS, INC., a
California corporation ("Hunter"), on the other hand. NOVINT TECHNOLOGIES
(DELAWARE), INC., a Delaware corporation (the "Company") is a party to this
agreement for the sole purpose of granting the Registration Rights set forth in
Section 2 hereof.
RECITALS
A. Maslow, Aviles, Xxxxxxxx and MHTX (collectively, the "Shareholders") are
shareholders of the Company.
X. Xxxxxx has entered into a Placement Agent Agreement, dated November 11, 2003
(the "Placement Agent Agreement"), with the Company pursuant to which Hunter
will serve as placement agent for the Company in its sale and issuance of up to
5,000,000 shares of its common stock (the "Financing").
C. The Company has agreed to grant piggy back registration rights to MHTX with
respect to 500,000 shares of common stock of the Company owned by MHTX (the
"Registered MHTX Shares") as consideration for being a party to this Agreement.
D. In order to induce Hunter to enter into the Placement Agent Agreement with
the Company, the Shareholders have agreed to the lock-up provisions relating to:
(i) all of the shares of the common stock of the Company owned, as of the date
of this Agreement, by Xxxxxxxx, Xxxxxx and Xxxxxx; and (ii) all of the shares of
the common stock of the Company owned, as of the date of this Agreement, by
MHTX, other than 300,000 shares of the Registered MHTX Shares (collectively, the
"Locked Up Shares"), as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. Lock-Up. For a period of 12 months following the first day on which shares
of the Company's common stock is quoted or listed on a Trading Market (the
"Lock-Up Period"), and only with respect to the Locked Up Shares, each of the
Shareholders shall not make a Transfer of the Locked Up Shares; provided
however, MHTX may: Transfer up to an additional 200,000 Registered MHTX Shares
if the average daily price, as quoted or listed on any Trading Market for shares
of the Company's common stock measured over any 10 consecutive Trading Days
during the Lock-Up Period meets or exceeds $2.00 per share with an average daily
trading volume of at least 10,000 shares during such 10 consecutive Trading
Days. "Transfer" shall mean transfer, sell, assign, pledge, hypothecate, give,
create a security interest in or lien on, place in trust (voting trust or
otherwise), or in any other way encumber or dispose of, directly or indirectly
and whether or not voluntarily, without the express prior written consent of
Hunter; provided, however, a Transfer shall not include private sales of shares
of the Company's common stock and the recipient of such shares is subject to the
holding periods set forth in SEC Rule 144. "Trading Day" shall mean a day on
which the Company's common stock is quoted or listed on a Trading Market.
"Trading Market" means the following markets or exchanges on which the Company's
common stock is listed or quoted for trading on the date in question: the OTC
Bulletin Board, the Pink Sheets, the American Stock Exchange, the New York Stock
Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market.
2. Registration Rights. If the Company at any time proposes for any reason to
register its restricted common stock under the Securities Act of 1933, as
amended (the "Act") (other than on Form S-4 or Form S-8 promulgated under the
Act or any successor forms thereto), it shall include in such registration all
of the Registered MHTX Shares on the same terms and conditions as the securities
otherwise being registered in such registration.
3. Injunctive Relief. The Parties agree that a breach of this Agreement may
cause Hunter irreparable harm for which monetary damages are not adequate. In
addition to all other available legal remedies, Hunter shall have the right to
injunctive relief to enforce this Agreement.
4. Other Restrictions.
(a) Legends. In addition to any other legends required to be placed on
each outstanding certificate representing the Locked Up Shares, each of the
Shareholders hereby agrees that each outstanding certificate representing the
Locked Up Shares during the Restricted Period shall bear a legend reading
substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH IN A LOCK-UP
AGREEMENT, DATED AS OF JANUARY 29, 2004, COPIES OF WHICH MAY
BE OBTAINED FROM THE ISSUER OR FROM THE HOLDER OF THIS
SECURITY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE
BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF
COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT."
(b) Termination of Restrictive Legends. The restrictions referred to in
Section 3(a) shall cease and terminate at the end of the Restricted Period.
Whenever such restrictions shall cease and terminate as to any Locked Up Shares,
the Shareholder holding such shares shall be entitled to receive from the
Company, in exchange for such legended certificates, without expense, new
certificates for a like number of Locked Up Shares not bearing the legend set
forth in Section 4(a).
(c) Copy of Agreement. A copy of this Agreement shall be filed with the
corporate secretary of the Company and shall be kept with the records of the
Company and shall be made available for inspection by any shareholders of the
Company.
(d) Recordation. The Company shall not record upon its books any Transfer
to any person except Transfers in accordance with this Agreement.
5. Specific Performance. The Shareholders acknowledge that there would be no
adequate remedy at law if any Shareholder fails to perform any of its
obligations hereunder, and accordingly agree that the Company, in addition to
any other remedy to which it may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of any Shareholder
under this Agreement in accordance with the terms and conditions of this
Agreement. Any remedy under this Section 5 is subject to certain equitable
defenses and to the discretion of the court before which any proceedings
therefor may be brought.
6. Notices. All notices, statements, instructions or other documents required
to be given hereunder shall be in writing and shall be given either personally
or by mailing the same in a sealed envelope, first-class mail, postage prepaid
and either certified or registered, return receipt requested, or by telecopy,
and shall be addressed to the Company at its principal offices and to one or
more Shareholders at the respective addresses furnished to the Company by such
Shareholders.
7. Successors and Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors and assigns.
8. Recapitalizations and Exchanges Affecting Shares. The provisions of this
Agreement shall apply, to the full extent set forth herein with respect to the
Shares, to any and all shares of capital stock or equity securities of the
Company which may be issued by reason of any stock dividend, stock split,
reverse stock split, combination, recapitalization, reclassification or
otherwise.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California as applied to contracts to
be performed in California.
10. Waiver of Trial by Jury. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT OR IN CONNECTION HEREWITH IS
HEREBY WAIVED.
11. Descriptive Headings, Etc. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Agreement
otherwise requires, references to "hereof," "herein," "hereby," "hereunder" and
similar terms shall refer to this entire Agreement.
12. Amendment. This Agreement may not be amended or supplemented except by an
instrument in writing signed by each of the parties hereto.
13. Severability. If any term or provision of this Agreement shall to any
extent be invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
14. Complete Agreement; Counterparts. This Agreement constitutes the entire
agreement and supersedes all other agreements and understandings, both written
and oral, among the parties or any of them, with respect to the subject matter
hereof. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
************
IN WITNESS WHEREOF, the parties have executed this Agreement on the above
written date.
HUNTER WORLD MARKET, INC.
By:_________________________________
Name:
Title:
MANHATTAN SCIENTIFICS, INC.
By:_________________________________
Name:
Title:
___________________________________
XXXXXX XXXXXX
___________________________________
XXXXXX XXXXXX
___________________________________
XXX XXXXXXXX
NOVINT TECHNOLOGIES, INC.
By:_________________________________
Name:
Title:
