NOVINT TECHNOLOGIES, INC. AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
Exhibit 10.50
NOVINT TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
THIS AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT (this “Amendment”) is entered into as of March
30, 2007 by and among Novint Technologies, Inc., a Delaware corporation (the “Company”) and the
Investors listed on Exhibit A to the Investor Rights Agreement dated as of March 5, 2007
(collectively the “Investors”).
Background. On February 23, 2007, the Company and the Investors entered into the Unit
Purchase Agreement and the Agreement whereby, among other things, the Company issued and sold the
Common Stock and the Warrants, in the form of Units to the Investors, and the Company agreed, under
the terms of the Investor Rights Agreement, to register the Common Stock and Warrant Shares with
the Commission on the terms set forth in the Agreement.
The Company has requested, and the Investors have agreed, to amend the Agreement to provide that
the Mandatory Registration Date be extended to May 31, 2007.
In consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as
follows:
Certain Definitions: All terms used in this Amendment, but not defined herein, shall have
the meaning ascribed such terms in the Agreement.
1. Mandatory Registration. The Company and the Investors hereby agree that the date
for filing the Mandatory Registration shall be May 31, 2007.
(a) The first sentence of Section 1(a) of the Agreement is hereby modified to read in its
entirety as follows:
“No later than May 31, 2007, the Company will prepare and file with the SEC a registration
statement on Form SB-2 for the purpose of registering (such registration, the “Mandatory
Registration”) under the Securities Act all of the Registrable Shares for resale by, and for the
account of, the Investors as selling stockholders thereunder (the “Registration Statement”).”
(b) The first sentence of Section 7(a) of the Agreement is hereby modified to read in its
entirety as follows:
“If (i) the initial Registration Statement is not filed by the Company with the SEC on or
prior to May 31, 2007 (the “Mandatory Registration Date”), (ii) such Registration Statement is not
effective on the Mandatory Registration Effective Date, (iii) any Subsequent Registration Statement
is not filed by the Mandatory Subsequent Registration Filing Date, or (iv) any
Subsequent Registration Statement is not effective on the Mandatory Subsequent Registration
Effective Date (each such event a “Registration Failure”), then for each day (w) following the
Mandatory Registration Date, (x) following each Mandatory Subsequent Registration Filing Date, (y)
following the Mandatory Registration Effective Date, or (z) following each Mandatory Subsequent
Registration Effective Date, until but excluding the date the Registration Statement or Subsequent
Registration Statement is filed or becomes effective, as applicable, the Company shall, for each
such day, pay the Holder with respect to any such failure, as liquidated damages and not as a
penalty, an amount equal to 0.0333% of the sum of (i) the purchase amount paid by such Holder (or
if such Holder was not an Investor, by the Investor from which the Holder directly or indirectly
acquired the Registrable Shares) for its Registrable Shares pursuant to the Unit Subscription
Agreement (the “Subscription Payment”) and (ii) amount paid for Underlying Securities held by such
Holder (the “Warrant Payment”); and for any such day, such payment shall be made no later than the
first business day of the calendar month next succeeding the month in which such day occurs;
provided however, that liquidated damages arising from a Registration Failure shall accrue
or be payable by the Company only to the extent of the number of Registrable Shares affected by
such Registration Failure.”
3. Counterparts. This Amendment may be executed (including by facsimile transmission)
with counterpart signature pages or in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
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2
SIGNATURE PAGE
TO
NOVINT TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
Dated as of March 30, 2007
TO
NOVINT TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
Dated as of March 30, 2007
IF the INVESTOR is an INDIVIDUAL, please complete the following:
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above
written.
SIGNATURE PAGE
TO
NOVINT TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
Dated as of March 30, 2007
TO
NOVINT TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
Dated as of March 30, 2007
IF the INTERESTS will be held as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY
PROPERTY, please complete the following:
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above
written.
SIGNATURE PAGE
TO
NOVINT TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
Dated as of March 30, 2007
TO
NOVINT TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
Dated as of March 30, 2007
IF the INVESTOR is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, TRUST or OTHER
ENTITY, please complete the following:
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above
written.
Print Full Legal Name
of Partnership, Company, Limited Liability Company, Trust or Other Entity |
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SIGNATURE PAGE
TO
NOVINT TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
Dated as of March 30, 2007
TO
NOVINT TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
Dated as of March 30, 2007
NOVINT TECHNOLOGIES, INC.
By: |
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Name: |
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Title: |
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Dated: |
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