Amendment
and Acknowledgement
This Amendment
and Acknowledgement (this “ Amendment ”) is made
as of this 9 th day of March, 2006 (the “ Effective
Date ”) by and between NOVINT TECHNOLOGIES, INC., a
corporation organized under the laws of the State of Delaware
(“ Novint ”) and FORCE DIMENSION, LLC, a Limited
Liability Company organized under the laws of Switzerland (“
Force Dimension ”). This Amendment relates to certain
obligations under an Intellectual Property License Agreement
entered on or about January 5, 2004 (the “ License
Agreement ”), as amended by an Amendment made
May 10, 2005 (the “ Previous Amendment ,”
and, together with the License Agreement, the “ Existing
Agreement ”), which Existing Agreement remains in full
force and effect except as expressly modified by this
Amendment.
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1.1.
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The
Existing Agreement concerns obligations and intellectual property
rights related to certain haptic device technology described in the
Existing Agreement.
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1.2.
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Capitalized terms in this Amendment
have the meanings set forth in the Existing Agreement, unless
expressly defined in this Agreement.
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1.3.
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Novint and Force Dimension desire to
clarify and memorialize the satisfaction of certain of their
respective obligations under the Existing Agreement, as set forth
herein.
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2.1.
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Obligations . Novint, under 3.1 of the Existing
Agreement as amended in the Previous Amendment, was obliged to pay
to Force Dimension a license fee of $15,000 (3.1(a)); a milestone
payment of $50,000 (3.1(b)); a milestone payment of $50,000
(3.1(c)); a license fee of $50,000 (3.1(d)); a fee for technical
support services of $455,000 (3.1(e)); and to issue to Force
Dimension 250,000 shares of Novint’s common stock
(3.1(f)).
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2.2.
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Previous Payments
. Novint has paid to
Force Dimension the license fee under 3.1(a); the milestone payment
under 3.1(b); and the milestone payment under 3.1(c); and has
issued to Force Dimension the 250,000 shares of common stock under
3.1(f). The receipt of the foregoing payments and stock is hereby
acknowledged by Force Dimension.
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2.3.
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Stock Payment
. Novint agrees to grant
to Force Dimension 607,500 shares of Novint’s common stock
(the “Shares”), subject to applicable law and subject
to the Force Dimension’s timely execution of documents, if
any, required for such issuance to be exempt from registration.
Novint and Force Dimension agree that the issuance of Shares under
this provision shall be full satisfaction of all payment
obligations from Novint to Force Dimension under the Existing
Agreement, specifically including without limitation Novint’s
payment obligations under 3.1, 3.4, and 3.5 (for all years prior to
2007) of the Existing Agreement, but specifically excluding
Novint’s payment obligations under 3.2, 3.3, and 3.5 (for
2007 and
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Amendment and Acknowledgement between Novint and
Force Dimension; page 1
subsequent
years). In connection with the contemplated issuance of the Shares,
Force Dimension represents and warrants to Novint as
follows:
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2.3.1
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Force Dimensions understands that
the Shares are “restricted securities” and have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”) or any applicable state securities
law and is acquiring the Shares as principal for its own account,
and has no arrangement or understanding with any other persons
regarding the distribution of such Shares (this representation and
warranty not limiting Force Dimension’s right to sell the
Shares pursuant to a registration statement or otherwise in
compliance with applicable federal and state securities laws).
Force Dimension is acquiring the Shares hereunder in the ordinary
course of its business and does not have any agreement or
understanding, directly or indirectly, with any person to
distribute any of the Shares.
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2.3.2
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At
the time Force Dimension receives any of the Shares, Force
Dimension will be an “accredited investor” as defined
in Rule 501 under the Securities Act.
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2.3.3
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Force Dimension has such knowledge,
sophistication and experience in business and financial matters so
as to be capable of evaluating the merits and risks of the
prospective investment in the Shares, and has so evaluated the
merits and risks of such investment. Force Dimension is able to
bear the economic risk of an investment in the Shares and, at the
present time, is able to afford a complete loss of such
investment.
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2.3.4
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Force Dimension is not receiving the
Shares as a result of any advertisement, article, notice or other
communication regarding the Shares published in any newspaper,
magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or
general advertisement.
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2.3.5
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During any period when Force
Dimension continues to hold shares of Novint’s common stock,
Novint shall not provide Force Dimension with any
materia
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