0001387131-23-009791 Sample Contracts

CLASS A COMMON STOCK PURCHASE WARRANT NOVINT TECHNOLOGIES, INC.
Novint Technologies Inc • August 14th, 2023 • Computer peripheral equipment, nec

THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Mandatory Reservation Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novint Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 14th, 2023 • Novint Technologies Inc • Computer peripheral equipment, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June __, 2023, between Novint Technologies, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 14th, 2023 • Novint Technologies Inc • Computer peripheral equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July __, 2023, between Novint Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 14th, 2023 • Novint Technologies Inc • Computer peripheral equipment, nec

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of December 6, 2021, entered into by and between Dror Ortho-Design Listd., an Israeli company (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto (the “Indemnitee”).

LOCK-UP AGREEMENT
Novint Technologies Inc • August 14th, 2023 • Computer peripheral equipment, nec

Defined terms not otherwise defined in this letter agreement (the “Lock-Up Agreement”) shall have the meanings set forth in the Share Exchange Agreement (the “Share Exchange Agreement”), dated as of _________________, 2023, between Novint Technologies, Inc., a Delaware corporation (the “Parent”), Dror Ortho-Design Ltd., a company incorporated under the laws of the state of Israel (the “Company”), and certain shareholders of the Company. Pursuant to Section 2.10(b)(iv)(3) of the Share Exchange Agreement and in satisfaction of a condition of the Company’s obligations under the Share Exchange Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the sooner of (i) twenty-four (24) months after the Closing Date, and (ii) twelve (12) months after the Parent’s Common Stock is listed for trading on any of the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange, or their resp

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 14th, 2023 • Novint Technologies Inc • Computer peripheral equipment, nec • New York

This Share Exchange Agreement (this “Agreement”), dated as of July 5, 2023, is by and among Novint Technologies, Inc., a Delaware corporation (the “Parent”), Dror Ortho-Design Ltd., a company incorporated under the laws of the state of Israel (the “Company”), and the shareholders of the Company including but not limited to holders of any (i) Company Options (as defined in Section 1.01(b) below) and (ii) Series A-4 Warrants (as defined in Section 1.01(c) below, and together with Company Shares (as defined below) and Company Options, collectively, the “Company Securities”) (each a “Shareholder” and, collectively, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

Amendment To Share Exchange Agreement
Share Exchange Agreement • August 14th, 2023 • Novint Technologies Inc • Computer peripheral equipment, nec

This Amendment to Share Exchange Agreement (this “Amendment”), dated as of July [●], 2023, is by and among Novint Technologies, Inc., a Delaware corporation (the “Parent”), Dror Ortho-Design Ltd., a company incorporated under the laws of the state of Israel (the “Company”), and the shareholders of the Company that are signatory hereto or who sign a joinder in the Form of Exhibit A to the Agreement (as defined below) (each a “Shareholder” and, collectively, the “Shareholders”). Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties.”

Employment Agreement
Employment Agreement • August 14th, 2023 • Novint Technologies Inc • Computer peripheral equipment, nec

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 6, 2021, by and between Dror Ortho-Design Ltd. registration No. 513542274 (the “Company”), and Lee Haddad ID No.: 328971973(“Executive”).

NOVINT TECHNOLOGIES, INC. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2023 (UNAUDITED)
Novint Technologies Inc • August 14th, 2023 • Computer peripheral equipment, nec

On July 5, 2023, Novint Technologies, Inc. (“Novint” the “Company”) entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”) by and among Novint, Dror Ortho-Design Ltd., a company incorporated under the laws of the State of Israel (“Dror”) and the shareholders of Dror. Pursuant to the terms and conditions of the Exchange Agreement, (i) the shareholders of Dror agreed to transfer 235,088 ordinary shares of Dror (the “Dror Shares”) to the Company in exchange for 7,576,998.63 shares of Series A Convertible Preferred Stock of the Company, par value $0.0001 per share (“Novint Preferred Stock”) and 106,782,187 shares of common stock of the Company (the “Common Stock”)(the “Share Exchange”), (ii) in connection with the Share Exchange, the Company agreed to assume all of Dror’s obligations under Dror’s outstanding share options (the “Dror Options”) and exchange such Dror Options for options to purchase a proportionate number of shares of Common Stock; and (iii) the Compan

PERSONAL EMPLOYMENT AGREEMENT
Personal Employment Agreement • August 14th, 2023 • Novint Technologies Inc • Computer peripheral equipment, nec

This Personal Employment Agreement (the “Agreement”) is entered into this 26 of January , 2022 by and between Dror Ortho Design Ltd., reg. no. 513542274, a company organized under the laws of the State of Israel, having its principal place of business at 3 Shatner Streat, Jerusalem (the “Company”) and the employee whose details are specified in Annex A hereto (the “Employee”).

CONSULTING AGREEMENT
Consulting Agreement • August 14th, 2023 • Novint Technologies Inc • Computer peripheral equipment, nec

THIS AGREEMENT is entered into as of the 6 day of December, 2021, by and between DROR ORTHO DESIGN LIMITED, a company incorporated under the laws of the State of Israel, having its principal place of business at3 Shatner Street, Givat Shaul, Jerusalem, Israel, 9546103, leeahaddad@yahoo.com (“Company”), and YAAKOV BODNER (“Consultant”).

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