Unassociated Document


    THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,
OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

    


    
      
        	
                US
      $____________

              	
                December
      4, 2008

              


      

    

    


    


    NOVINT
TECHNOLOGIES, INC.

    


    8% SENIOR
SECURED PROMISSORY NOTE

    


    Due
December 4, 2009

    


    FOR VALUE
RECEIVED, the adequacy of which is hereby acknowledged, Novint Technologies,
Inc., a company organized under the laws of the State of Delaware (the “Company”), hereby
promises unconditionally to pay to ________________ (together with any assignee,
“Holder”), in
lawful money of the United States of America (“Dollars” or “$”) and in
immediately available funds, the principal sum of ___________________
($_____________) on the Maturity Date, as hereinafter defined, and to pay
interest on such principal amount of this Senior Secured Promissory Note (the
“Note”).  Capitalized
terms used but not otherwise defined herein have the respective meanings given
to such terms in Section 11
hereof.

    


    1.           Principal.  Unless
earlier repaid in full, the entire unpaid principal amount of this Note shall be
paid on the Maturity Date, subject to Section 6
hereof.  Promptly following the payment in full of this Note, the
Holder shall surrender this Note to the Company for cancellation.

    


    2.           Prepayment.  The
Company shall have the right prior to the Maturity Date to repay all of the
principal amount of this Note and accrued but unpaid interest thereon and all
other sums due hereunder without premium or penalty.

    


    3.           Allocation.  Except
as otherwise provided herein, all payments made hereunder (whether in prepayment
or otherwise) shall be applied first against any sums incurred by the Holder for
the payment of any expenses in enforcing the terms of this Note, then against
any interest then due hereunder and finally against principal.

    


    4.           Interest.  Interest
on the Note shall accrue at a rate of eight percent (8%) per annum from the date
of this Note, and shall be payable on the Maturity Date, subject to Section 6
hereof.  The rate of interest payable under the Note from time to time
shall in no event exceed the maximum rate, if any, permissible under applicable
law.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.           Payments.  All
payments to be made by the Company in respect of this Note shall be made in U.S.
Dollars by wire transfer to an account designated by the Holder by written
notice to the Company, subject to Section 6
hereof.  If the due date of any payment in respect of this Note would
otherwise fall on a day that is not a Business Day, such due date shall be
extended to the next succeeding Business Day.  All amounts payable
under this Note shall be paid free and clear of, and without reduction by reason
of, any deduction, setoff, or counterclaim.

    


    6.           Refinance.  As
provided by Section A.3 of the Subscription Agreement dated December 4, 2008, in
the event that this Note is not paid in full by the Maturity Date, the Company
shall have the option to refinance this Note and any accrued interest, in whole
or in part, with a 10% Convertible Senior Secured Promissory Note (the
“Convertible Note”).  Promptly following the refinancing and/or payoff
in full of this Note including all accrued and interest, the Holder shall
surrender this Note to the Company for cancellation.

    


    7.           Covenants of the
Company.

    


    (a)          Affirmative Covenants of the
Company.  Until all principal and interest and any other
amounts due and payable under this Note have been paid in full, the Company
shall:

    


    (i)           provide
prompt written notice to the Holder of:  (i) the occurrence of any
Event of Default, or any event which with the giving of notice or lapse of time,
or both, would constitute an Event of Default hereunder, and (ii) any loss or
damage to any Collateral (as hereinafter defined) in excess of
$100,000;

    


    (ii)           do
or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and the rights, licenses, permits,
privileges and franchises material to the conduct of its business and the
ownership of the Collateral;

    


    (iii)           maintain,
with financially sound and reputable insurance companies, customary insurance
for its insurable properties, including without limitation, the Collateral, all
to such extent and against such risks, including fire, casualty, fidelity,
business interruption and other risks insured against by extended coverage, as
is customary with companies in the same or similar businesses operating in the
same or similar locations;

    


    (iv)           provide
30 days’ prior written notice of its registration of any copyright with the
United States Copyright Office and promptly prepare and file such documentation
as requested by Holder to evidence Holder’s first priority security interest in
such copyrights;

    


    (v)           provide
prompt notice to Holder upon the occurrence of an adverse change in the
financial condition of the Company or reasonable belief that such a change is
imminent; and

    


    (vi)           maintain
the Collateral at the Company’s primary place of business and in a format which
can be accessed and retrieved by Holder.

    


    
      
        
        

      

      
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    (b)          Negative Covenants of the
Company.  Until all principal and interest and any other
amounts due and payable under this Note have been paid in full in cash, the
Company shall not:

    


    (i)           declare
or pay any cash dividends on any shares of any class of its capital stock, or
apply any of its property or assets to the purchase, redemption or other
retirement of, or set apart any sum for the payment of any cash dividends on, or
for the purchase, redemption or other retirement of, or make any other
distribution by reduction of capital or otherwise in respect of, any shares of
any class of its capital stock; or

    


    (ii)           sell,
transfer, lease or otherwise dispose (including pursuant to a merger) of any
asset with a value greater than $100,000, except sales, transfers, leases and
other dispositions of inventory, used, obsolete or surplus equipment or other
property and investments in each case in the ordinary course of
business.

    


    8.           Transferability.  This
Note may be transferred by the Holder to any person or entity provided that such
transfer complies with all applicable securities laws.  Such transfer
may be made without any restriction other than compliance with all applicable
securities laws.

    


    9.           Events of
Default.  Subject to Section 6 hereof, the
term “Event of
Default” as used herein means any one of the following events (whatever
the reasons of such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

    


    (a)          Payments.  Any
failure by the Company to pay in full the principal or accrued interest under
the Note on the Maturity Date.

    


    (b)          Breach of Covenant under
this Note.  Any material failure by the Company to observe any
covenant or agreement on its part contained in this Note.

    


    (c)          Breach of Representation and
Warranty or Covenant under other Transaction Document.  The
material breach of any provision of, or the failure of performance of any of the
terms, conditions or covenants under any other document executed and/or
delivered in connection with this Note (including the Subscription Agreement) or
otherwise furnished to Holder in connection with the debt evidenced by this
Note.

    


    (d)          Insolvency.  
(i)  (A) An involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
 relief in respect of the Company, or of a substantial part of the property
of the Company, under any Debtor Relief Law and such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered; (B) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Company or for a substantial part of the property of the Company; or
(C) the winding-up or liquidation of the Company.

    


    (ii)              The
Company shall (A) voluntarily commence any proceeding or file any petition
seeking relief under any Debtor Relief Law; (B) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or the
filing of any petition described in clause (ii) above; (C) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Company or for a substantial part of the
property of the Company; (D) file an answer admitting the material
allegations of a petition filed against it in any such proceeding; (E) make
a general assignment for the benefit of creditors; (F) take any action for
the purpose of effecting any of the foregoing; or (G) wind up or
liquidate.


    
      
        
        

      

      
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    (e)               The
Company shall have defaulted on any secured Indebtedness that ranks pari passu
in right of payment and right of
lien priority with the security interests granted hereunder.

    


    10.           Acceleration of
Note.  If an Event of Default occurs and is continuing, then
and in every such case the Holder may deliver a written notice of default which
shall specify the exact nature of the default and provide the Company thirty
(30) days to cure the default.  If, upon expiration of the thirty (30)
day opportunity to cure the Event of Default shall be continuing, the Holder may
declare the Note to be due and payable immediately, by a further notice in
writing to the Company, and upon any such declaration such Note shall become
immediately due and payable.  At any time after the Note shall become
immediately due and payable as a result of an acceleration thereof, and before a
decree or judgment for payment of the money due has been obtained, the Holder
may, by written notice to the Company, rescind and annul such acceleration and
its consequences.  Further, the Company agrees to pay all fees, costs
and expenses, including reasonable attorneys’ fees and legal expenses, incurred
by the Holder in endeavoring to collect any amounts payable hereunder which are
not paid when due, whether by acceleration or otherwise.

    


    11.           Definitions.  The
following terms shall have the meanings set forth below:

    


    “Business Day” means a
day other than Saturday, Sunday, or any day on which the banks located in the
State of New York are authorized or obligated to close.

    


    “Debtor Relief Law”
means Title 11 of the U.S. Code and any other federal, state or foreign law
relating to insolvency, bankruptcy, receivership or similar law.

    


    “Indebtedness” means
all indebtedness and other
obligations of the Company.

    


    “Maturity Date” means
December 4, 2009 [the date that is one year after the Initial Closing
Date].

    


    “Notes” means the
Notes dated as the date hereof, of which this Note is one, originally issued
pursuant to the Subscription Agreement.

    


    12.           Delay or Omission Not A
Waiver.  No delay or omission of the Holder in exercising any
right, power or privilege hereunder shall impair such right, power or privilege
or be a waiver of any default or an acquiescence therein; and no single or
partial exercise of any such right or power shall preclude other or further
exercise thereof, or the exercise of any other right; and no waiver shall be
valid unless in writing signed by Holder, and then only to the extent
specifically set forth in such writing.  All rights and remedies
hereunder or by law afforded shall be cumulative and shall be available to
Holder until the principal amount of and all interest on this Note have been
paid in full.


    
      
         

      

      
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    13.           Binding
Effect.  All terms and conditions of this Note and all
covenants of the Company in this Note shall be binding upon the Company and its
successors and permitted assigns.  This Note shall inure to the
benefit of the Holder and its successors and assigns, and any subsequent holder
of this Note.

    


    14.           Delegation.  The
Company may not delegate any of its obligations hereunder without the prior
written consent of the Holder.

    


    15.           Waiver of
Demand.  The Company waives demand, presentment for payment,
notice of dishonor, protest, notice of protest, and notice of non-payment of
this Note.

    


    (a)          Notices.  Any
notice, demand, offer, request or other communication required or permitted to
be given pursuant to the terms of this Note shall be in writing and shall be
deemed effectively given the earlier of (i) when received, (ii) when
delivered personally, (iii) one business day after being delivered by
facsimile (with receipt of appropriate confirmation), or (iv) one business
day after being deposited with an overnight courier service, addressed to the
recipient at the address set forth below unless another address is provided to
the other party in writing:

    
 

    if to the Company,
to:

    


    Novint
Technologies, Inc.

    4601
Paradise Boulevard NW, Suite B

    Albuquerque,
New Mexico 87114

    Attention:  Tom
Anderson, CEO

     

    with a copy to:

     

     

    
      Richardson
& Patel LLP

      10900
Wilshire Boulevard

      Suite
500

      Los
Angeles, CA 90024

      Attention:  Addison
Adams

      Fax:  (310)
208-1154

      Phone:  (310)
208-1182 x721

      Email:
aadams@richardsonpatel.com

       

       

      
        if to Holder, to:

         

        ______________________

        ______________________

        ______________________

        ______________________

      

    

     

     

    
      with a copy to:

       

      ______________________

      ______________________

      ______________________

    

    
      
         

      

      
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    16.           Amendments, Waivers or
Termination.  Neither this Note nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the Company and a majority of the holders of the then
outstanding series of Notes issued pursuant to the Subscription
Agreement.  Any such change, waiver, discharge or termination approved
in accordance with this paragraph shall bind all such holders.

    


    17.           Attorneys’ and Collection
Fees.  Should the indebtedness evidenced by this Note or any
part hereof be collected at law or in equity or in bankruptcy, receivership or
other court proceedings, the Company agrees to pay, in addition to the principal
and interest due and payable hereon, all costs of collection, including
reasonable attorneys’ fees and expenses, incurred by the Holder or its agent in
collecting or enforcing this Note.

    


    18.           Governing
Law.  The validity of this Note, the construction of its terms,
and the rights of the Company and Holder shall be determined in accordance with
the laws of the State of Delaware, excluding any principles of conflicts of laws
that would refer the choice of law to another jurisdiction.

    


    19.           Security.

    


    (a)          Creation of Security
Interest.  This Note is a senior secured obligation of the
Company.  In order to secure the payment of the principal and interest
and all other obligations of the Company hereunder now or hereafter owed by the
Company to Holder (the “Secured
Obligations”), the Company hereby grants to Holder (the “Secured Party”) a
security interest in all of the Company’s right, title, and interest in, to and
under, whether now owned or hereafter acquired or arising, the following
property (the “Collateral”):

    


    (i)           
all intellectual property of any kind or nature whatsoever relating to, arising
under or used in connection with products, applications and technologies
in the field of haptics, and any and all other intellectual property including
without limitation patents, patent applications, copyrights, copyright
applications, trademarks and service marks and applications therefor, mask
works, net lists and trade secrets;

    


    (ii)           
all general intangibles, whether now existing or hereafter arising and wherever
arising, creating, evidencing, relating to, arising under or used in connection
with any of the property described in the foregoing item (i), including, but not
limited to, all letters of authorization, permits, licenses, consents, contract
rights, franchises, documents, certificates, records, customer and supplier
contracts, and other rights, privileges and goodwill creating, evidencing,
obtained or used in connection with any of the property described in the
foregoing item (i);

    


    (iii)           all
books, records and documents relating to any and all of the foregoing,
including, without limitation, records of account, whether in the form of
writing, microfilm, microfiche, tape, or electronic media;


    
      
        
        

      

      
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    (iv)           all
Accounts;

    


    (v)           
all Chattel Paper;

    


    (vi)           all
Money and all Deposit Accounts, together with all amounts on deposit from time
to time in such Deposit Accounts;

    


    (vii)          all
Documents;

    


    (viii)        
all General Intangibles, including all intellectual property, Payment
Intangibles and Software;

    


    (ix)           all
Goods, including Inventory, Equipment and Fixtures;

    


    (x)           
all Instruments;

    


    (xi)           all
Investment Property;

    


    (xii)          all
Letter-of-Credit Rights and other Supporting Obligations;

    


    (xiii)         all
Records;

    


    (xiv)         all
Commercial Tort Claims;

    


    (xv)          all
Proceeds and Accessions with respect to any of the foregoing Additional
Collateral; and

    


    (xvi)         all
substitutes and replacements for, accessions, attachments, and other additions
to tools, parts, and equipment used in connection with, and all proceeds,
products, and increases of, any and all of the foregoing Collateral, in whatever
form, whether cash or noncash; interest, premium, and principal payments,
redemption proceeds and subscription rights; and, to the extent not otherwise
included, all (A) payments under insurance, or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Collateral, (B) cash and (C) security for the payment of
any of the Collateral, and all goods which gave or will give rise to any of the
Collateral or are evidenced, identified, or represented therein or
thereby.

    


    (xvii)        Each
category of Collateral set forth above shall have the meaning set forth in the
Uniform Commercial Code (to the extent such term is defined in the Uniform
Commercial Code), it being the intention of the Company that the description of
the Collateral set forth above be construed to include the broadest possible
range of assets.

    


    (xviii)       The
Company shall file this Note with the U.S. Patent and Trademark Office upon
request by Holder.


    
      
        
        

      

      
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    (b)          Uniform Commercial Code
Security Agreement.  This Section is intended to be a security
agreement pursuant to the Uniform Commercial Code, as adopted in the State of
Delaware and as amended from time to time, for any of the items specified above
or below as part of the Collateral which, under applicable law, may be subject
to a security interest pursuant to the Uniform Commercial Code, and the Company
hereby grants the Holder a security interest in the Collateral.  The
Company agrees that the Holder may file any appropriate document in the
appropriate index as a financing statement for any of the items specified above
or below as part of the Collateral.  In addition, the Company agrees
to execute and deliver to the Holder, upon the Holder’s request, any financing
statements, as well as extensions, renewals and amendments thereof, and
reproductions of this Agreement in such form as the Holder may reasonably
require to perfect a security interest with respect to the
Collateral.  The Company shall pay all costs of filing such financing
statements and any extensions, renewals, amendments, and releases thereof, and
shall pay all reasonable costs and expenses of any record searches for financing
statements the Holder may reasonably require.  The Company shall also
take such further actions as may be required by Holder, including, without
limitation, modifications to the provisions hereof, to give effect to the intent
hereof and to insure that Holder at all times has a valid, perfected Lien on the
Collateral.  Upon the occurrence of an Event of Default, Secured Party
shall have the remedies of a secured party under the Uniform Commercial Code
and, at Secured Party’s option, may also invoke the other remedies provided in
this Note as to such items.

    


    (c)          Rights of Secured
Party.   (i)  Upon an uncured Event of Default,
Secured Party may require the Company to assemble the Collateral and make it
available to Secured Party at the place to be designated by Secured Party which
is reasonably convenient to the parties.  Secured Party may sell all
or any part of the Collateral as a whole or in parcels by public
auction.  Secured Party may bid at any public sale on all or any
portion of the Collateral.  Secured Party shall give the Company
reasonable notice of the time and place of any public sale or of the time after
which any private sale or other disposition of the Collateral is to be made, and
notice given at least 10 days before the time of the sale or other disposition
shall be conclusively presumed to be reasonable.

    


    (ii)           Upon
any such sale of the Collateral by Secured Party, the proceeds therefrom shall
be allocated in the following order: (i) to pay any and all reasonable expenses
incurred by Secured Party in selling such collateral, (ii) to pay all accrued
but unpaid interest on the Note, (iii) to repay outstanding principal on the
Note, and (iv) the remainder shall be paid to the Company.

    


    20.           Deficiency.  The
Company shall remain liable for any deficiency if the proceeds of any sale or
other disposition of the Collateral are insufficient to pay this Note, including
all Secured Obligations, and the fees and disbursements of any attorneys
employed by Holder to collect such deficiency.

    


    


    


    [Signature
page follows.]

    

      
        
           


        

        
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    IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its duly
authorized officer and this Note to be dated December __, 2008.

     

     

    
      
        
          
            
              
                	 	

                        COMPANY:

                      	 
	 	 	 
	 	

                        NOVINT
      TECHNOLOGIES, INC. 

                      	 
	 	 	 	 
	
                      	
                        By:
      

                      	                                                                                                           
    	 
	 	Name: 	

                        Thomas
      G. Anderson 

                      	 
	 	Title: 	

                        Chief
      Executive Officer 

                      	 


              

            

          

        

      

    

     

     

     

     

     

     

    

      
        
          
            [8%
SENIOR SECURED PROMISSORY NOTE]