THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN
THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER
THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF
MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES
LAWS.
NOVINT TECHNOLOGIES, INC.
FORM OF
UNSECURED CONVERTIBLE NOTE
DUE ____________, 2011
$_____________
Issue
Date: ________, 2008
For
value received, Novint Technologies, Inc., a Delaware
corporation (the "
Maker ")
with the address 4601 Paradise Blvd NW, Albuquerque, New Mexico,
87114, Albuquerque, New Mexico hereby promises to pay to the order
of ____________________ (together with its successors,
representatives, and permitted assigns, the "
Holder "),
in accordance with the terms hereinafter provided, the principal
amount of __________________ ($____________) or such lesser amount
as it actually advanced by Holder to the Maker, together with
interest thereon.
All payments under or pursuant to this Note shall be made in United
States Dollars in immediately available funds to the Holder
at
the address of the Holder first set forth above or at such other
place as the Holder may designate from time to time in writing to
the Maker or by wire transfer of funds to the Holder's account,
instructions for which are attached hereto as “Exhibit
A”.
The
outstanding principal balance of this Note and all accrued but
unpaid interest shall be due and payable on __________, 2011 (date
that is third anniversary of Issue Date) (the "
Maturity Date ")
or at such earlier time as provided herein. Principal and interest
hereunder may be converted into shares of the Maker’s common
stock (the “
Common Stock ”)
on the terms and conditions set forth herein.
ARTICLE
I
Section
1.1
Interest. The principal amount of this Note shall accrue
interest commencing ____________, 2009 (date that is the first
anniversary of the Issue Date) at the rate of seven percent (7.0%)
per annum on the unpaid principal amount of this Note, which
interest shall be calculated to accrue monthly. For clarity, no
interest shall accrue prior to ______________, 2009 (date that is
the first anniversary of the Issue Date).
Section
1.2
Payment of Principal and Interest. Principal and Interest shall
be payable in full on the Maturity Date. Notwithstanding Maker may
prepay principal or interest from time to time without premium or
penalty. All payments received shall be applied first to
outstanding interest and then to the principal amount of this
Note.
Section
1.3
Payment on Non-Business Days. Whenever any payment to be made
shall be due on a Saturday, Sunday or a public holiday under the
laws of the State of California, such payment may be due on the
next succeeding business day.
Section
1.4
Replacement. Upon receipt of a duly executed, notarized and
unsecured written statement from the Holder with respect to the
loss, theft or destruction of this Note (or any replacement hereof)
and a standard indemnity, or, in the case of a mutilation of this
Note, upon surrender and cancellation of such Note, the Maker shall
issue a new Note, of like tenor and amount, in lieu of such lost,
stolen, destroyed or mutilated Note.
ARTICLE
II
EVENTS OF DEFAULT; REMEDIES
Section
2.1
Events of Default. The occurrence of any of the following
events shall be an “
Event of Default ”
under this Note:
(a)
the
Maker shall fail to make the principal and interest payments
when due and such default is not fully cured within ten (10)
business days after the occurrence thereof; or
(b)
the
suspension from listing, without subsequent listing on any one
of, or the failure of the Common Stock of Maker to be listed
on at least one of the OTC Bulletin Board, the American Stock
Exchange, the Nasdaq National Market, the Nasdaq SmallCap
Market or The New York Stock Exchange, Inc. for a period of
five (5) consecutive trading days; or
(c)
the
Maker’s notice to the Holder, including by way of public
announcement, at any time, of its inability to comply or its
intention not to comply with proper requests for conversion of
this Note into shares of Common Stock of the Maker;
or
(d)
the
Maker shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or
liquidator of itself or of all or a substantial part of its
property or assets, (ii) make a general assignment for the
benefit of its creditors, (iii) commence a voluntary case
under the United States Bankruptcy Code (as now or hereafter
in effect) or under the comparable laws of any jurisdiction
(foreign or domestic), (iv) file a petition seeking to take
advantage of any bankruptcy, insolvency, moratorium,
reorganization or other similar law affecting the enforcement
of creditors' rights generally which is not dismissed within
30 days, (v) acquiesce in writing to any petition filed
against it in an involuntary case under United States
Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic)
which is not dismissed within 60 days, (vi) issue a notice of
bankruptcy or winding down of its operations or issue a press
release regarding same, or (vii) take any action under the
laws of any jurisdiction (foreign or domestic) analogous to
any of the foregoing; or
(e)
a
proceeding or case shall be commenced in respect of the Maker,
without its application or consent, in any court of competent
jurisdiction, seeking (i) the liquidation, reorganization,
moratorium, dissolution, winding up, or composition or
readjustment of its debts, (ii) the appointment of a trustee,
receiver, custodian, liquidator or the like of it or of all or
any substantial part of its assets in connection with the
liquidation or dissolution of the Maker or (iii) similar
relief in respect of it under any law providing for the relief
of debtors, and such proceeding or case described in clause
(i), (ii) or (iii) shall continue undismissed, or unstayed and
in effect, for a period of thirty (30) days or any order for
relief shall be entered in an involuntary case under United
States Bankruptcy Code (as now or hereafter in effect) or
under the comparable laws of any jurisdiction (foreign or
domestic) against the Maker or action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the
foregoing shall be taken with respect to the Maker and shall
continue undismissed, or unstay
