NOVINT TECHNOLOGIES,
INC.
COMMON STOCK PURCHASE
WARRANT
(“WARRANT”)
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Warrant
No. ________
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_________
Warrants
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VOID AFTER 5:00 P.M. ALBUQUERQUE
TIME
On December4, 2013
THE SECURITIES
REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ SECURITIES ACT ”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY
LAWS.
Novint Technologies, Inc. (the “
Company ”), having its principal office as of the date
hereof at 4601 Paradise Blvd NW, Albuquerque, New Mexico, 87114
hereby certifies that, for value received, _____________, or its
registered assigns, is entitled, subject to the terms and
conditions set forth below, to purchase from the Company at any
time on or from time to time after December 4, 2008 (date that is
the Original Issue Date), and before 5:00 P.M., Albuquerque time,
on December 4, 2013 (the “ Expiration Date
”), _____________ fully paid and non-assessable shares of
Common Stock (as defined below), at the initial Purchase Price per
share (as defined below) of $1.00. The number of such shares of
Common Stock and the Purchase Price per share are subject to
adjustment as provided in Section 5.
1. Definitions .
As used herein the following terms, unless the
context otherwise requires, have the following respective
meanings:
“ Aggregate Purchase Price ”
has the meaning set forth in Section 3.1.
“ Blue Sky Laws ” means any
state securities or “blue sky” laws.
“ Business Day ” means any
day other than Saturday, Sunday or any other day on which
commercial banks in The City of New York are authorized or required
by law to remain closed.
“ Compan y ” includes
the Company and any corporation which shall succeed to or assume
the obligations of the Company hereunder. The term
“corporation” shall include an association, joint stock
company, business trust, limited liability company or other similar
organization.
“ Common Stock ” means the
Company’s Common Stock, $0.01 par value per share, authorized
as of the date hereof.
“ Delivery Date ” has the
meaning set forth in Section 4.
“ Exchange Act ” means the
Securities Exchange Act of 1934 as the same shall be in effect at
the time.
“ Holder ” means any record
owner of Warrants or Underlying Securities.
“ Market Price ” means, for
one share of Common Stock at any date (i) if the principal trading
market for the Common Stock is an exchange, the average of the
closing sale prices per share for the last twenty (20) previous
trading days in which a sale was reported, as officially reported
on any consolidated tape, (ii) if the principal market for such
securities is the over-the-counter market, the average of the
closing sale prices per share on the last twenty (20) previous
trading days in which a sale was reported as set forth by Nasdaq
or, (iii) if the security is not listed on an exchange or Nasdaq,
the average of the closing sale prices per share on the last twenty
(20) previous trading days in which a sale was reported as set
forth in the National Quotation Bureau sheet listing such
securities for such days. Notwithstanding the foregoing, if there
is no reported closing sale price, as the case may be, reported on
any of the twenty (20) trading days preceding the event requiring a
determination of Market Price hereunder, then the Market Price
shall be the average of the high bid and asked prices for the last
ten previous trading days in which a sale was reported; and if
there is no reported high bid and asked prices, as the case may be,
reported on any of the ten trading days preceding the event
requiring a determination of Market Price hereunder, then the
Market Price shall be determined in good faith by resolution of the
Board of Directors. The Market Price of Other Securities, if any,
shall be determined in the same manner as Common Stock.
“ Nasdaq ” means the Nasdaq
Global Market or Nasdaq Capital Market.
“ Notice ” has the meaning
set forth in Section 20.
“ Other Securities ” refers
to any stock (other than Common Stock) and other securities of the
Company or any other Person (corporate or otherwise) which the
Holders of the Warrants at any time shall be entitled to receive,
or shall have received, upon the exercise of the Warrants, in lieu
of or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to Section
5 or 6.
“ Person ” means any
individual, sole proprietorship, partnership, corporation, limited
liability company, business trust, unincorporated association,
joint stock corporation, trust, joint venture or other entity, any
university or similar institution, or any government or any agency
or instrumentality or political subdivision thereof.
“ Purchase Price per share ”
means $1.00 per share, as may be adjusted from time to time in
accordance with Section 5 or 6.
“ Registered ” and “
Registration ” refer to a registration effected by
filing a registration statement in compliance with the Securities
Act, to permit the disposition of Underlying Securities issued or
issuable upon the exercise of Warrants, and any post-effective
amendments and supplements filed or required to be filed to permit
any such disposition.
“ Securities Act ” means the
Securities Act of 1933 as the same shall be in effect at the
time.
“ Subscriber ” has the
meaning set forth in the Subscription Agreement.
“ Underlying Securities ”
means any Common Stock or Other Securities issued or issuable upon
exercise of Warrants.
“ Subscription Agreement ”
means the Subscription Agreement, dated as of December 4, 2008,
among the Company and the Subscribers.
“ Warrant ” means, as
applicable, (i) this Warrant, and any successor or replacement
Warrant, or (ii) each right as set forth in this Warrant to
purchase one share of Common Stock, as adjusted from time to time
in accordance with Section 5 or 6.
2. Sale or Exercise Without
Registration . If, at the time of any exercise or transfer of a
Warrant or of Underlying Securities previously issued upon the
exercise of Warrants, such Warrant or Underlying Securities shall
not be registered under the Securities Act, the Company may
require, as a condition of allowing such exercise or transfer, that
the Holder or transferee of such Warrant or Underlying Securities,
as the case may be, furnish to the Company an opinion of counsel,
reasonably satisfactory to the Company, to the effect that such
exercise or transfer may be made without registration under the
Securities Act and without registration or qualification under any
applicable Blue Sky Laws; provided that nothing contained in this
Section 2 shall relieve the Holder from its obligations under the
Subscription Agreement.
3. Exercise of Warrant .
3.1. Exercise in Full . Subject to
the provisions hereof, this Warrant may be exercised in full by the
Holder hereof by surrender of this Warrant, with the form of
subscription at the end hereof duly executed by such Holder, to the
Company at its principal office as set forth at the head of this
Warrant (or such other location as the Company from time to time
may advise the Holder in writing), accompanied by payment, in cash,
wire transfer to the Company, or by certified or official bank
check payable to the order of the Company, in the amount obtained
(the “ Aggregate Purchase Price ”) by
multiplying (a) the number of shares of Common Stock then issuable
upon exercise of this Warrant by (b) the Purchase Price per share
on the date of such exercise.
3.2. Partial Exercise . Subject to
the provisions hereof, this Warrant may be exercised in part by
surrender of this Warrant in the manner and at the place provided
in Section 3.1 except that the amount payable by the Holder upon
any partial exercise shall be the amount obtained by multiplying
(a) the number of shares of Common Stock designated by the Holder
in the subscription at the end hereof by (b) the Purchase Price per
share on the date of such exercise. Upon any such partial exercise,
the Company at its expense shall forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant or Warrants of
like tenor, in the name of the Holder hereof or as such Holder
(upon payment by such Holder of any applicable transfer taxes and
subject to the provisions of Section 2) may request, calling in the
aggregate on the face or faces thereof for the number of shares of
Common Stock equal to the number of such shares issuable prior to
such partial exercise of this Warrant minus the number of such
shares designated by the Holder in the subscription at the end
hereof.
3.3. Limited Net Issue Exercise .
At any time or from time to time, to the extent there is no
effective registration statement registering the resale of the
Underlying Securities by the Holder, this Warrant may also be
exercised at such time by means of a “ Net Issue
Exercise ” in which the Holder shall be entitled to
receive Underlying Securities equal to the value of this Warrant
(or the portion thereof being exercised by Net Issue Exercise) by
surrender of this Warrant to the Company together with notice of
such Net Issue Exercise, in which event the Company shall issue to
Holder a number of Underlying Securities computed as of the date of
surrender of this Warrant to the Company using the following
formula:
Where:
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X =
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the number of
Underlying Securities to be issued to Holder pursuant to this
Section 3.5;
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Y =
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the number of
Underlying Securities otherwise purchasable under this Warrant, or
any lesser number of Underlying Securities as to which this Warrant
is being exercised (at the date of such calculation);
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A =
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the Market
Price of one share of Common Stock (at the date of such
calculation);
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B =
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the Purchase
Price per share (as adjusted to the date of such
calculation).
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4. Delivery of Certificates . As
soon as practicable after the exercise of this Warrant in full or
in part, and in any event within ten Business Days thereafter (the
“ Delivery Date ”), the Company at its own
expense (including the payment by it of any applicable issue taxes)
shall cause to be issued in the name of and delivered to the Holder
hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes and subject to the provisions of Section
2) may direct, a certificate or certificates for the number of
fully paid and non-assessable shares of Common Stock or Other
Securities to which such Holder shall be entitled upon such
exercise (with any fractional shares being