SUBSCRIPTION AGREEMENT
SUBSCRIPTION PROCEDURE
To Subscribe for Common Stock and Warrants of Novint Technologies, Inc. :
| 1. | Date and Fill In the amount of Common Stock and Warrants being subscribed to and Complete and Sign the Subscription Agreement on the applicable Signature Page. |
| 2. | Fax the signed Agreement to, and send all signed originals to and form of payment to: |
Novint Technologies
Attn: Xxx Xxxxxxxx, CEO
0000 Xxxxx Xxx XX
Xxxxxxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
Attn: Xxx Xxxxxxxx, CEO
0000 Xxxxx Xxx XX
Xxxxxxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
| 3. | Please make your subscription payment payable to the order of “Novint Technologies, Inc.” |
| 4. | Wire Transfer Coordinates, if paying by wire transfer: |
Xxxxx Fargo Bank, NM
routing number: 000000000
account number: 1350427032
account name: Novint Technologies, Inc.
routing number: 000000000
account number: 1350427032
account name: Novint Technologies, Inc.
Thank you for your interest.
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Novint Technologies, Inc.
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the
purchase of Common Stock, $0.01 par value, and warrants to purchase Common Stock (the “Warrants”)
of Novint Technologies, Inc., a Delaware corporation (the “Company”), on the terms described below.
.
The Common Stock and the Warrants, and the common shares issuable upon exercise of the
Warrants are sometimes referred to collectively herein as the “Securities.”
In connection with this subscription, Subscriber and the Company agree as follows:
1. Purchase and Sale of the Common Stock and Warrants.
(a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees
to purchase from the Company, Common Stock, and Warrants to purchase Common Stock in amount set
forth on the signature page to this Agreement. The Subscriber understands that this subscription
is not binding upon the Company until the Company accepts it. The Subscriber acknowledges and
understands that acceptance of this Subscription will be made only by a duly authorized
representative of the Company executing and mailing or otherwise delivering to the Subscriber at
the Subscriber’s address set forth herein, a counterpart copy of the signature page to this
Subscription Agreement indicating the Company’s acceptance of this Subscription. The Company
reserves the right, in its sole discretion for any reason whatsoever, to accept or reject this
subscription in whole or in part. Following the acceptance of this Subscription Agreement by the
Company, the Company will promptly issue and deliver to Subscriber the Common Stock and Warrants
for the amount subscribed to against payment in U.S. Dollars of the Purchase Price (as defined
below). If this subscription is rejected, the Company and the Subscriber shall thereafter have no
further rights or obligations to each other under or in connection with this Subscription
Agreement. If this subscription is not accepted by the Company on or before the last day of the
Offering Period, this subscription shall be deemed rejected.
(b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase
price for the Common Stock and Warrants set forth on the signature page hereof (the “Purchase
Price”), which amount has been paid in U.S. Dollars by wire transfer or check, subject to
collection, to the order of “Novint Technologies, Inc.”
(c) The Common Stock offered hereby is sold at a price per share of $1.00 (the “Purchase Price
Per Share”). The corresponding Warrants are sold, based on the aggregate subscription amount, to
equal 50% coverage of the subscription amount. Such Warrants shall have an exercise price per share
of $2.00. By way of example only, if a subscription is made for $500,000, the Subscriber would
receive (i) 500,000 shares of Common Stock and (ii) a Warrant to purchase 250,000 shares at an
exercise price of $2.00 per share. The purchase price of the Common Stock hereunder is subject to
adjustment, as set forth below.
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(d) In the event, that after the date hereof, the Company shall complete an offering of
securities (an “Offering”) on or before April 1, 2007 which results in gross proceeds to the
Company of not less than $3,000,000, and if such Offering is conducted at a price per share of
Common Stock (or equivalent convertible securities) of $1.11 per share or less (the “Subsequent
Price”), then, in such event, the Purchase Price Per Share of Common Stock hereunder shall be
automatically adjusted to equal ninety percent (90%) of the Subsequent Price (the “Adjusted
Purchase Price Per Share”), and an additional number of shares of Common Stock shall be issued to
Subscriber as if the Purchase Price Per Share of Common Stock hereunder were such Adjusted Purchase
Price Per Share. Upon such event, the Company shall, and without further action on the part of
Subscriber, issue such additional shares of Common Stock to Subscriber as shall result from the
Adjusted Purchase Price Per Share. Such additional shares shall be issued and delivered to
Subscriber within fifteen (15) days following the consummation of the Offering.
2. Representations and Warranties of Subscriber. Subscriber represents and warrants to the
Company and the Placement Agent as follows:
(a) Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of
1933, as amended (the “Act”), and Subscriber is capable of evaluating the merits and risks of
Subscriber’s investment in the Securities and has the ability and capacity to protect Subscriber’s
interests.
(b) Subscriber understands that the Securities are not presently registered, but Subscriber is
entitled to certain rights with respect to the registration of the Securities, as set forth herein.
Subscriber understands that the Securities will not be registered under the Act on the ground that
the issuance thereof is exempt under Section 4(2) of the Act as a transaction by an issuer not
involving any public offering and that, in the view of the Commission, the statutory basis for the
exception claimed would not be present if any of the representations and warranties of Subscriber
contained in this Subscription Agreement or those of other purchasers of the Securities are untrue
or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has
in mind acquiring any of the Securities for resale upon the occurrence or non-occurrence of some
predetermined event.
(c) Subscriber is purchasing the Securities subscribed for hereby for investment purposes and
not with a view to distribution or resale, nor with the intention of selling, transferring or
otherwise disposing of all or any part thereof for any particular price, or at any particular time,
or upon the happening of any particular event or circumstance, except selling, transferring, or
disposing the Securities made in full compliance with all applicable provisions of the Act, the
rules and regulations promulgated by the United States Securities and Exchange Commission (the
“SEC”) thereunder, and applicable state securities laws; and that an investment in the Securities
is not a liquid investment.
(d) Subscriber acknowledges that the Securities must be held indefinitely unless subsequently
registered under the Act or unless an exemption from such registration is available. Subscriber is
aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock
purchased in a private placement subject to certain limitations and to
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the satisfaction of certain conditions provided for thereunder, including, among other things, the
existence of a public market for the common stock, the availability of certain current public
information about the Company, the resale occurring not less than one year after a party has
purchased and paid for the security to be sold, the sale being effected through a “broker’s
transaction” or in transactions directly with a “market maker” and the number of shares of common
stock being sold during any three-month period not exceeding specified limitations. Subscriber
understands that there is presently no market for the Company’s securities and there is no
assurance that a market will develop in the future.
(e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and
receive answers from the Company or any authorized person acting on its behalf concerning the
Company and its business and to obtain any additional information, to the extent possessed by the
Company (or to the extent it could have been acquired by the Company without unreasonable effort or
expense) necessary to verify the accuracy of the information received by Subscriber. In connection
therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company’s
business, management and financial affairs with the Company’s management or any authorized person
acting on its behalf. Without limiting the generality of the foregoing, Subscriber has been
furnished with or has had the opportunity to acquire, and to review all information, both written
and oral, that Subscriber desires with respect to the Company’s business, management, financial
affairs and prospects. In determining whether to make this investment, Subscriber has relied
solely on (i) Subscriber’s own knowledge and understanding of the Company and its business based
upon Subscriber’s own due diligence investigations and the information furnished pursuant to this
paragraph, and (ii) the information described in subparagraph 2(g) below.
(f) Subscriber has all requisite legal and other power and authority to execute and deliver
this Subscription Agreement and to carry out and perform Subscriber’s obligations under the terms
of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally
binding obligation of Subscriber, enforceable in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other general principals of equity, whether
such enforcement is considered in a proceeding in equity or law.
(g) Subscriber has carefully considered and has discussed with the Subscriber’s legal, tax,
accounting and financial advisors, to the extent the Subscriber has deemed necessary, the
suitability of this investment and the transactions contemplated by this Subscription Agreement for
the Subscriber’s particular federal, state, local and foreign tax and financial situation and has
independently determined that this investment and the transactions contemplated by this
Subscription Agreement are a suitable investment for the Subscriber. Subscriber has relied solely
on such advisors and not on any statements or representations of the Company or any of its agents.
Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber’s
own tax liability that may arise as a result of this investment or the transactions contemplated by
this Subscription Agreement.
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(h) Subscriber acknowledges that an investment in the Securities is speculative and involves a
high degree of risk and that Subscriber can bear the economic risk of the purchase of the
Securities, including a total loss of his/her/its investment.
(i) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed
the purchase of the Securities.
(j) Subscriber is aware that the Securities are and will be, when issued, “restricted
securities” as that term is defined in Rule 144 of the general rules and regulations under the Act.
(k) Subscriber understands that any and all certificates representing the Securities and any
and all securities issued in replacement thereof or in exchange therefor shall bear the following
legend or one substantially similar thereto, which Subscriber has read and understands:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”
(l) In addition, the certificates representing the Securities, and any and all securities
issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by
the securities laws of the jurisdiction in which Subscriber resides.
(m) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and
business matters that Subscriber is capable of evaluating the merits and risks of an investment in
the Securities and of making an informed investment decision with respect thereto.
(n) Subscriber represents that: (i) Subscriber is able to bear the economic risks of an
investment in the Securities and to afford a complete loss of the investment, and (ii) (A)
Subscriber could be reasonably assumed to have the ability and capacity to protect his/her/its
interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or
business relationship with either the Company or any affiliate thereof of such duration and nature
as would enable a reasonably prudent purchaser to be aware of the character, business acumen and
general business and financial circumstances of the Company or such affiliate and is otherwise
personally qualified to evaluate and assess the risks, nature and other aspects of this
subscription.
(o) Subscriber understands that the Company shall have the unconditional right to accept or
reject this subscription, in whole or in part, for any reason or without a specific reason, in the
sole and absolute discretion of the Company (even after receipt and clearance of Subscriber’s
funds). This Subscription Agreement is not binding upon the Company until accepted in writing by
an authorized officer of the Company. In the event that this subscription
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is rejected, then Subscriber’s subscription funds (to the extent of such rejection) will be
promptly returned in full without interest thereon or deduction therefrom.
(p) Subscriber represents that Subscriber is not subscribing for the Securities as a result of
or subsequent to any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over the Internet, television or radio or
presented at any seminar or meeting or any public announcement or filing of or by the Company.
(q) Subscriber represents and warrants, to the best of Subscriber’s knowledge, that no finder,
broker, agent, financial advisor or other intermediary, nor any purchaser representative or any
broker-dealer acting as a broker, is entitled to any compensation in connection with the
transactions contemplated by this Subscription Agreement.
3. Representations and Warranties of the Company. The Company represents and warrants to
Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under
the laws of the State of Delaware.
(b) The Company has all such corporate power and authority to enter into, deliver and perform
this Subscription Agreement.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize
the execution, delivery and performance of this Subscription Agreement by the Company, and the
issuance and sale of the Securities to be sold by the Company pursuant to this Subscription
Agreement. This Subscription Agreement has been duly and validly authorized, executed and
delivered by the Company and constitutes the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and by general equitable principles.
4. Indemnification. Subscriber agrees to indemnify and hold harmless the Company and its
respective officers, directors, employees, shareholders, agents, attorneys, representatives and
affiliates, and any person acting for or on behalf of the Company, from and against any and all
damage, loss, liability, cost and expense (including reasonable attorneys’ fees and disbursements)
which any of them may incur by reason of the failure by Subscriber to fulfill any of the terms and
conditions of this Subscription Agreement, or by reason of any breach of the representations and
warranties made by Subscriber herein, or in any other document provided by Subscriber to the
Company in connection with this investment. All representations, warranties and covenants of each
of Subscriber and the Company contained herein shall survive the acceptance of this subscription
and the Closings.
5. Registration Rights. In the event the Company decides to Register any shares of its
Common Stock for cash (either for its own account or the account of a security holder), other than
pursuant to a registration statement which exclusively relates to the registration of an
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employee stock option, purchase, bonus or other benefit plan, then for so long as the Subscriber
holds Securities, the Company will: (1) promptly give the Subscriber written notice thereof (which
shall include a list of the jurisdictions in which the Company intends to attempt to qualify such
securities under the applicable Blue Sky or other state securities laws) and (2) include in such
registration (and any related qualification under Blue Sky laws or other compliance), and in any
underwriting involved therein, all the Securities specified in a written request delivered to the
Company by the Subscriber within 10 days after delivery of such written notice from the Company.
The right of the Subscriber to have Securities included in any registration statement shall be
conditioned upon the provision by the Subscriber of any information reasonably requested by the
Company within ten (10) days of such request.
6. Miscellaneous.
(a) Subscriber agrees not to transfer or assign this Subscription Agreement or any of
Subscriber’s interest herein and further agrees that the transfer or assignment of the Securities
acquired pursuant hereto shall be made only in accordance with all applicable laws.
(b) Subscriber agrees that Subscriber cannot cancel, terminate, or revoke this Subscription
Agreement or any agreement of Subscriber made hereunder, and this Subscription Agreement shall
survive the death or legal disability of Subscriber and shall be binding upon Subscriber’s heirs,
executors, administrators, successors, and permitted assigns.
(c) Subscriber has read and has accurately completed this entire Subscription Agreement.
(d) This Subscription Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and may be amended or waived only by a written instrument
signed by all parties.
(e) Subscriber acknowledges that it has been advised and has had the opportunity to consult
with Subscriber’s own attorney regarding this subscription and Subscriber has done so to the extent
that Subscriber deems appropriate.
(f) Any notice or other document required or permitted to be given or delivered to the parties
hereto shall be in writing and sent: (i) by fax if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by
registered or certified mail with return receipt requested (postage prepaid) or (c) by a recognized
overnight delivery service (with charges prepaid).
If to the Company, at:
Novint Technologies, Inc.
0000 Xxxxx Xxx XX
Xxxxxxxxxxx, XX 00000
Phone/Fax: 000-000-0000
0000 Xxxxx Xxx XX
Xxxxxxxxxxx, XX 00000
Phone/Fax: 000-000-0000
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With a copy to:
Xxxxxxxx X. Post, Esq.
Xxxxxxxxxx & Xxxxx LLP
00000 Xxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Xxxxxxxxxx & Xxxxx LLP
00000 Xxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to the Subscriber, at its address set forth on the signature page to this
Subscription Agreement or such other address as Subscriber shall have specified to the
Company in writing.
(g) Failure of the Company to exercise any right or remedy under this Subscription Agreement
or any other agreement between the Company and the Subscriber, or otherwise, or any delay by the
Company in exercising such right or remedy, will not operate as a waiver thereof. No waiver by the
Company will be effective unless and until it is in writing and signed by the Company.
(i) This Subscription Agreement shall be enforced, governed and construed in all respects in
accordance with the laws of the State of New Mexico, as such laws are applied by the New Mexico
courts except with respect to the conflicts of law provisions thereof, and shall be binding upon
the Subscriber and the Subscriber’s heirs, estate, legal representatives, successors and permitted
assigns and shall inure to the benefit of the Company, and its successors and assigns.
(j) Any legal suit, action or proceeding arising out of or relating to this Subscription
Agreement or the transactions contemplated hereby shall be instituted exclusively in a Federal or
State Court located in Bernalillo County, New Mexico. The parties hereto hereby: (i) waive any
objection which they may now have or hereafter have to the venue of any such suit, action or
proceeding, and (ii) irrevocably consent to the jurisdiction of the aforesaid courts in any such
suit, action or proceeding. The parties further agree to accept and acknowledge service of any and
all process which may be served in any such suit, action or proceeding in the aforesaid courts and
agree that service of process upon a party which is mailed by certified mail to such party’s
address shall be deemed in every respect effective service of process upon such party in any such
suit, action or proceeding.
(k) If any provision of this Subscription Agreement is held to be invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed modified to
conform with such statute or rule of law. Any provision hereof that may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of any other provisions
hereof.
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(l) The parties understand and agree that money damages would not be a sufficient remedy
for any breach of this Subscription Agreement by the Company or the Subscriber and that the party
against which such breach is committed shall be entitled to equitable relief, including an
injunction and specific performance, as a remedy for any such breach, without the necessity of
establishing irreparable harm or posting a bond therefor. Such remedies shall not be deemed to be
the exclusive remedies for a breach by either party of this Subscription Agreement but shall be in
addition to all other remedies available at law or equity to the party against which such breach is
committed.
(m) All pronouns and any variations thereof used herein shall be deemed to refer to the
masculine, feminine, singular or plural, as identity of the person or persons may require.
(n) This Subscription Agreement may be executed in counterparts and by facsimile, each of
which shall be deemed an original, but all of which shall constitute one and the same instrument.
[Remainder of Page intentionally left blank]
[Signature Pages Follow]
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Signature Page for Individuals:
IN WITNESS WHEREOF, Subscriber has caused this Subscription Agreement to be executed as of the
date indicated below.
$ |
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| Total Principal Amount of Common Stock and Warrants Subscribed to and Purchase Price Thereof | ||||
Address |
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Please check if applicable and include co-owner’s information below (name, address, social security
number):
_______ Joint Tenancy ______ Tenants in Common
FORM OF PAYMENT – CHECK OR WIRE TRANSFER
[ ] Check attached and made payable to: .
[ ] Wire funds from my outside account according to the Instructions set forth above.
Signature Page for Partnerships, Corporations or Other Entities:
IN WITNESS WHEREOF, Subscriber has caused this Subscription Agreement to be executed as of the
date indicated below.
$ |
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| Total Principal Amount of Common Stock and Warrants Subscribed to and Purchase Price Thereof | ||||
Address |
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Taxpayer I.D. No. (if applicable)
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Date | |
Signature
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Print or Type Name and Indicate | |
| Title or Position with Entity | ||
FORM OF PAYMENT – CHECK OR WIRE TRANSFER
[ ] Check attached and made payable to: FCC f/b/o NGTV.
[ ] Wire funds from my outside account according to the Instructions set forth above.
Acceptance by Novint Technologies, Inc.:
IN WITNESS WHEREOF, the Company has caused this Subscription Agreement to be executed, and the
foregoing subscription accepted, as of the date indicated below, as to Common Stock and Warrants
for the the aggregate amount of $ .
| Novint Technologies, Inc. |
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| By: | ||||
| President and Chief Executive Officer | ||||
Date: __________________________, 2006
