Exhibit 4.23
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement"), is made and
entered into as of May __, 2006, by and among Synova Healthcare Group, Inc., a
Nevada corporation (the "Company"), and the purchasers signatory hereto (each
such purchaser, a "Purchaser" and collectively, the "Purchasers").
WHEREAS, this Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof among the Company and the Purchasers (the
"Purchase Agreement").
NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined
herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following
terms shall have the following meanings:
"Advice" shall have the meaning set forth in Section 6(c).
"Agreement" shall refer to this Registration Rights Agreement, as it
may be amended or modified.
"Commission" means the United States Securities and Exchange
Commission or its successor federal agency.
"Effectiveness Period" shall have the meaning set forth in Section
2(a).
"Effective Date" means, with respect to the Registration Statement
required to be filed hereunder, the date that the Registration Statement is
declared effective by the Commission.
"Electing Holder" shall have the meaning set forth in Section 3(a).
"Filing Date" means, with respect to the Registration Statement
required to be filed hereunder, the date that the Registration Statement is
first filed with the Commission.
"Holder" means any person that is the record owner of Registrable
Securities (and includes any person that has a beneficial interest in any
Registrable Security in book-entry form).
"Holders" mean every Holder collectively.
"Indemnified Party" shall have the meaning set forth in Section 5(c).
"Indemnifying Party" shall have the meaning set forth in Section 5(c).
"Losses" shall have the meaning set forth in Section 5(a).
"Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.
"Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.
"Registrable Securities" means all of the Shares and the Warrant
Shares sold under the Purchase Agreement, together with any shares of Common
Stock issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing.
"Registration Statement" means the registration statements required to
be filed hereunder, including (in each case) the Prospectus, amendments and
supplements to the registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in the registration
statement.
"Rule 415" means Rule 415 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule.
"Rule 424" means Rule 424 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule.
2. Registration.
(a) On or prior to May 12, 2006, the Company shall prepare and
file with the Commission the Registration Statement covering the resale of all
of the Registrable Securities for an offering to be made on a continuous or
delayed basis pursuant to Rule 415. The Registration Statement required
hereunder shall be on such form as permitted by the rules and regulations of the
Commission which permits the sale of the Registrable Securities by the Holders.
The Registration Statement required hereunder shall contain (except if otherwise
directed by the Holders or as otherwise directed or requested by the Commission
or required by applicable law, rule or regulation) substantially the "Plan of
Distribution" attached hereto as Annex A. Notwithstanding the foregoing, the
Holders acknowledge that the Registration Statement may include securities of
the Company other than those held by or sold to Holders pursuant to the Purchase
Agreement. Subject to the terms of this Agreement, the Company shall use its
commercially reasonable efforts to cause the Registration Statement to be
declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event not later than 75 days after the date the
Registration Statement is first filed with the Commission, and shall use its
commercially reasonable efforts to keep the Registration Statement continuously
effective under the Securities Act until the earliest of (i) the date when all
Registrable Securities covered by the Registration Statement have been sold;
(ii) the expiration of the period referred to Rule 144(k) of the Securities Act
with respect to all Registrable Securities held by persons that are not
Affiliates of the Company; (iii) two years from the Effective Date; or (iv) no
Registrable Securities are outstanding (the "Effectiveness Period").
(b) Notwithstanding anything to the contrary contained in this
Agreement, the Company may (i) upon written notice to all Holders, postpone
having the Registration Statement declared effective for a reasonable period not
to exceed 30 days if the Company possesses material non-public information, the
disclosure of which would have a material adverse effect on the Company and its
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subsidiaries taken as a whole or would impede the consummation of a proposed or
pending material business transaction; provided, however, that such postponement
shall be subject to the liquidated damages required under Section 2(c) or (ii)
suspend the use of the Prospectus for a period not to exceed 15 days in any
30-day period or an aggregate of 30 days in any 12-month period if the Board of
Directors of the Company shall have determined in good faith that because of
valid business reasons (not including avoidance of the Company's obligations
hereunder), including without limitation the acquisition or divestiture of
assets, pending material corporate developments and similar events, it is in the
best interests of the Company to suspend such use, and prior to suspending such
use the Company provides the Electing Holders with written notice of such
suspension, which notice need not specify the nature of the event giving rise to
such suspension. If the Company makes a postponement or a suspension pursuant to
the terms of clause (ii) of this Section 2(b), the partial liquidated damages
set forth in Section 2(c) shall not apply to any such postponement or suspension
until the time periods set forth in Section 2(b)(ii) have been exceeded;
provided, however, that the Electing Holders shall not be entitled to any
liquidated damages under Section 2 if use of the Prospectus was suspended under
Section 2(b)(ii) in connection with negotiations relating to a sale (regardless
of the form) of the Company and such negotiations result in a sale (regardless
of the form) of the Company pursuant to which the Holders receive proceeds of at
least $1.50 per share.
(c) If: (i) a Registration Statement is not filed on or prior to
May 12, 2006, or (ii) a Registration Statement filed or required to be filed
hereunder is not declared effective by the Commission for any reason on or
before 75 days after the date the Registration Statement is first filed with the
Commission, or (iii) other than during the periods for which the Company gives
notice under Section 2(b)(ii), which shall be governed by Section 2(b)(ii),
after a Registration Statement is first declared effective by the Commission, it
ceases for any reason to remain continuously effective as to all Registrable
Securities for which it is required to be effective, or the Holders are not
permitted to utilize the Prospectus therein to resell such Registrable
Securities, for in any such case 20 consecutive calendar days but no more than
an aggregate of 45 calendar days during any 12 month period (which need not be
consecutive Trading Days) (any such failure or breach being referred to as an
"Event," and for purposes of clause (i) or (ii) the date on which such Event
occurs or for purposes of clause (iii) the date on which such 20 or 45 calendar
day period, as applicable, is exceeded being referred to as "Event Date"), then
in addition to any other rights the Holders may have hereunder or under
applicable law, on the first of such Event Dates, the Company shall pay to each
Holder (x) upon the occurrence of such Event, an amount, as partial liquidated
damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid
by such Holder pursuant to the Purchase Agreement for any Registrable Securities
then held by such Holder, and (y) on each monthly anniversary of such Event Date
(if the applicable Event shall not have been cured by such date), the Company
shall pay to each Holder an amount, as partial liquidated damages and not as a
penalty, equal to 1.5% of the aggregate purchase price paid by such Holder
pursuant to the Purchase Agreement for any Registrable Securities then held by
such Holder. Notwithstanding anything to the contrary herein, if the Commission
(or any successor) has an unscheduled closure of operations during any Trading
Days prior to or during the Effectiveness Period, then, as the case may be, any
of the periods above shall be tolled for a number of days equal to the number of
days in the period beginning on such closure and ending on the Trading Day when
the Commission is open for business, or the deadline for filing or causing the
effectiveness of the Registration Statement shall be postponed by such number of
days. The partial liquidated damages pursuant to the terms hereof shall apply on
a daily pro-rata basis for any portion of a monthly period prior to the cure of
an Event. In lieu of cash, at the option of the Company, such liquidated damages
may be paid in shares of Common Stock valued at 85% of the average ten day
trading price for a period ended upon the effectiveness of the Registration
Statement. If the Company pays such liquidated damages to the Holders in shares
of Common Stock under this Section, such Holders shall be entitled to
"piggyback" registration rights with respect to such shares of Common Stock
pursuant to, and in accordance with, Section 6(d) of this Agreement; provided,
however, that such "piggyback" registration rights shall not apply with respect
to the Registration Statement.
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3. Registration Procedures.
In connection with the Company's registration obligations
hereunder, the Company shall:
(a) (i) Furnish to the Holders copies of all such documents filed
or proposed to be filed with the Commission (including documents incorporated or
deemed incorporated by reference to the extent requested by such Person) which
documents will be subject to the review of such Holders, and (ii) cause its
officers and directors, counsel and independent certified public accountants to
respond to such inquiries as shall be necessary, in the reasonable opinion of
the Holders, to conduct a reasonable investigation within the meaning of the
Securities Act. Prior to the Effective Time, the Company shall correct or modify
any information in the Registration Statement or any such Prospectus or any
amendments or supplements thereto regarding a Holder to which such Holder shall
reasonably object in good faith; provided that the Company is notified of such
objection in writing no later than four (4) Trading Days after the Holder has
been so furnished copies of such documents. Each Holder agrees to deliver to the
Company a signed and completed Notice and Questionnaire which is provided to
Holder by the Company (a copy of which is attached to this Agreement as Annex B)
(a "Selling Holder Questionnaire"), no later than the second (2nd) Trading Day
following the date on which such Holder receives draft materials in accordance
with this Section 3(a). Notwithstanding anything to the contrary contained in
this Agreement, no Holder shall be entitled to be named as a selling stockholder
in the Registration Statement as of the Effective Time, and no Holder shall be
entitled to use the Prospectus forming a part thereof for offers and resales of
Registrable Securities at any time, unless such Holder has returned a properly
completed and signed Selling Holder Questionnaire to the Company by the deadline
for response set forth in the foregoing sentence. Any Holder of Registrable
Securities that has returned a properly completed and signed Selling Holder
Questionnaire to the Company shall be referred to as an "Electing Holder."
(b) (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to the Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep the
Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible to any comments received from the Commission
with respect to the Registration Statement or any amendment thereto and, as
promptly as reasonably possible, upon request, provide the Holders true and
complete copies of all correspondence from and to the Commission relating to the
Registration Statement; and (iv) comply in all material respects with the
provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by the Registration Statement
during the applicable period in accordance with the intended methods of
disposition by the Holders thereof set forth in the Registration Statement as so
amended or in such Prospectus as so supplemented.
(c) Notify the Electing Holders as promptly as reasonably
possible (but in any event, within three (3) Trading Days in the case of
subparagraphs (i) and (ii) below, and within one (1) Trading Day in the case of
subparagraphs (iii), (iv) and (v) below) following the day (i)(A) when a
Prospectus or any Prospectus supplement or post-effective amendment to the
Registration Statement is proposed to be filed; (B) when the Commission notifies
the Company whether there will be a "review" of the Registration Statement and
whenever the Commission comments in writing on the Registration Statement (the
Company shall upon request of a Holder provide true and complete copies thereof
and all written responses thereto to such Holder); and (C) with respect to the
Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the Commission or any other Federal or state
governmental authority during the period of effectiveness of the Registration
Statement for amendments or supplements to the Registration Statement or
Prospectus or for additional information;
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(iii) of the issuance by the Commission or any other federal or state
governmental authority of any stop order suspending the effectiveness of the
Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in the Registration Statement ineligible for
inclusion therein or any statement made in the Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
(d) Use commercially reasonable efforts to avoid the issuance of,
or, if issued, obtain the withdrawal of (i) any order suspending the
effectiveness of the Registration Statement, or (ii) any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.
(e) Furnish to each Electing Holder, without charge, at least one
conformed copy of the Registration Statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or
deemed to be incorporated therein by reference to the extent requested by such
Person, and all exhibits to the extent requested by such Person (including those
previously furnished or incorporated by reference) promptly after the filing of
such documents with the Commission.
(f) Promptly deliver to each Electing Holder, without charge, as
many copies of the Prospectus or Prospectuses (including each form of
prospectus) and each amendment or supplement thereto as such Persons may
reasonably request in connection with resales by the Electing Holder, Subject to
the terms of this Agreement, the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Electing Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto,
except after the giving on any notice pursuant to Section 3(c).
(g) Prior to any resale of Registrable Securities by an Electing
Holder, use its commercially reasonable efforts to register by coordination or
cooperate with the selling Electing Holders in connection with the registration
(or exemption therefrom) of such Registrable Securities for the resale by the
Holder under the securities or Blue Sky laws of such jurisdictions within the
United States as any Holder reasonably requests in writing, to keep the
registration (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things reasonably necessary to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
Registration Statement; provided, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process
in any such jurisdiction.
(h) If requested in writing by the Electing Holders, cooperate
with the Electing Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statement, which certificates shall be free, to the
extent permitted by the Purchase Agreement, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in
such names as any such Holders may so request.
(i) Upon the occurrence of any event contemplated by Section
3(c)(v), as promptly as
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reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. If the
Company notifies the Electing Holders in accordance with clauses (ii) through
(v) of Section 3(c) or clause (ii) of Section 2(b) above to suspend the use of
any Prospectus, then the Electing Holders shall suspend use of such Prospectus.
The Company will use its commercially reasonable efforts to ensure that the use
of the Prospectus may be resumed as promptly as is practicable.
(j) Comply with all applicable rules and regulations of the
Commission.
(k) During any periods that the Company is unable to meet its
obligations hereunder with respect to the registration of the Registrable
Securities solely because any Holder fails to timely furnish the Company with
the information reasonably requested and necessary for the Company to meet its
obligations hereunder, any liquidated damages that are accruing at such time as
to such Holder only shall be tolled and any Event that may otherwise occur
solely because of such delay shall be suspended as to such Holder only, until
such information is delivered to the Company. If such Holder fails to furnish
such information to the Company within seven (7) Trading Days after a written
request from the Company, such Holder's name may be removed or excluded from the
Registration Statement or Prospectus forming a part thereof.
4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the trading market on which the Common Stock is then
listed or quoted for trading, and (B) in compliance with applicable state
securities or Blue Sky laws), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested by
the holders of a majority of the Registrable Securities included in the
Registration Statement), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange as required hereunder. Except
as provided in any of the Transaction Documents, in no event shall the Company
be responsible for any broker or similar commissions or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the
Holders.
5. Indemnification.
(a) Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents and employees of each of them, each
Person who controls any such Holder (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) and the officers, directors,
agents and employees of each such controlling Person, to the fullest extent
permitted by applicable law, from and
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against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys' fees) and expenses (collectively,
"Losses"), as incurred, arising out of or relating to any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, except to the extent, but only to the extent,
that (i) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder's proposed method of distribution of Registrable
Securities and was reviewed and approved by the Holder for use in the
Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that the Holders have
approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
of an event of the type specified in Section 3(c)(ii)-(v) or a notice pursuant
to Section 2(b)(ii), the use by such Holder of a Prospectus after the Company
has notified such Holder in writing of the suspension and prior to the receipt
by such Holder of the Advice contemplated in Section 6(c). The Company shall
notify the Holders promptly of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement.
(b) Indemnification by Holders. Each Holder shall, severally and
not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based solely upon: (x) such Holder's
failure to comply with the prospectus delivery requirements of the Securities
Act or (y) any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, any Prospectus, or any form of prospectus, or in
any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading (i) to the extent, but only to the extent, that such untrue statement
or omission is contained in any information so furnished in writing to the
Company by the Holder specifically for inclusion in the Registration Statement
or such Prospectus or (ii) to the extent that (I) such untrue statements or
omissions are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, or to the
extent that such information relates to such Holder or such Holder's proposed
method of distribution of Registrable Securities and was reviewed and approved
by the Holder for use in the Registration Statement, such Prospectus or such
form of Prospectus or in any amendment or supplement thereto (it being
understood that the Holders have approved Annex A hereto for this purpose) or
(2) in the case of an occurrence of an event of the type specified in Section
3(c)(ii)-(v) or a notice pursuant to Section 2(b)(ii), the use by such Holder of
a Prospectus after the Company has notified such Holder in writing of the
suspension and prior to the receipt by such Holder of the Advice contemplated in
Section 6(c). In no event shall the liability of any selling Holder hereunder be
greater in amount than the dollar amount of the net proceeds received by such
Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.
(c) Conduct of Indemnification Proceedings. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity hereunder
(an "Indemnified Party"), such Indemnified Party shall promptly notify' the
Person from whom indemnity is sought (the "Indemnifying Party") in writing, and
the Indemnifying Party shall have the right to assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all fees and expenses incurred in connection with
defense thereof; provided, that the failure of any Indemnified Party
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to give such notice shall not relieve the Indemnifying Party of its obligations
or liabilities pursuant to this Agreement, except (and only) to the extent that
it shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure
shall have prejudiced the Indemnifying Party.
An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and a material
conflict of interest is likely to exist if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such
Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel reasonably satisfactory to the Indemnifying Party at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and the reasonable fees and expenses of one
separate counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably
withheld or delayed. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party which consent shall not be unreasonably
withheld or delayed, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.
(d) Contribution. If a claim for indemnification under Section
5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy
or otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in this Agreement, any reasonable attorneys' or
other reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was available to
such party in accordance with its terms.
(e) Limitation. The parties hereto agree that it would not be
just and equitable if contribution pursuant to Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(e), no Holder shall
be required to contribute, in the aggregate, any amount in excess of the amount
by which the proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Proceeding exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission, except in
the case of fraud by such Holder.
(f) Other Liability. The indemnity and contribution agreements
contained in this
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Section 5 are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties.
6. Miscellaneous.
(a) Remedies. In the event of a breach by the Company or by a
Holder, of any of their obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.
(b) Compliance. Each Holder covenants and agrees that it will
comply with the prospectus delivery requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to
the Registration Statement.
(c) Discontinued Disposition. Each Electing Holder agrees by its
acquisition of such Registrable Securities that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section 3(c)
or a notice pursuant to Section 2(b)(ii), such Electing Holder will forthwith
discontinue disposition of such Registrable Securities under the Registration
Statement until such Electing Holder's receipt of the copies of the supplemented
Prospectus and/or amended Registration Statement or until it is advised in
writing (the "Advice") by the Company that the use of the applicable Prospectus
may be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement. The Company will use its
commercially reasonable efforts to ensure that the use of the Prospectus may be
resumed as promptly as is practicable.
(d) Piggy-Back Registrations. If at any time during the
Effectiveness Period there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and
file with the Commission a registration statement relating to an offering for
its own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit plans, then the Company may send to each Holder a written notice of such
determination and, if within fifteen (15) days after the date of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.
(e) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and Holders of at least 50% of the then-outstanding Registrable Securities,
unless the waiver or consent effects only the waiving or consenting of one or
more particular Holders, in which case such waiver or consent need only be
signed by such Holder or Holders.
(f) Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be made in
accordance with the provisions of the Purchase Agreement.
9
(g) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties and shall inure to the benefit of each Holder. Each Holder may
assign their respective rights hereunder in the manner and to the Persons as
permitted under the Purchase Agreement.
(h) Execution and Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.
(i) Omnibus Signature Page. The execution and delivery by the
parties of an omnibus signature page specifically provided by the Company for
such purpose shall be deemed to satisfy all requirements to execute and deliver
this Agreement as set forth in Section 6(h) hereof.
(j) Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be determined
with the provisions of the Purchase Agreement.
(k) Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.
(l) Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.
(m) Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
(n) Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in
any way for the performance of the obligations of any other Holder hereunder.
Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be
deemed to constitute the Holders as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Holders
are in any way acting in concert with respect to such obligations or the
transactions contemplated by this Agreement. Each Holder shall be entitled to
protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Holder to be
joined as an additional party in any proceeding for such purpose.
10
IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.
SYNOVA HEALTHCARE GROUP, INC.
By:
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
[SIGNATURE PAGE OF HOLDER FOLLOWS]
11
PURCHASER SIGNATURE PAGE TO SYNOVA
REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the undersigned have caused this Registration
Rights Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Email Address of Authorized Entity: ____________________________________________
12
ANNEX A
TO REGISTRATION RIGHTS AGREEMENT
ANNEX A
Plan of Distribution
The Selling Stockholders (the "Selling Stockholders") of the common
stock ("Common Stock") of Synova Healthcare Group, Inc. (the "Company") and any
of their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their shares of Common Stock on any stock exchange, market or
trading facility on which the shares are traded or in private transactions.
These sales may be at fixed or negotiated prices. The Selling Stockholders may
use any one or more of the following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o settlement of short sales entered into after the date of this
prospectus;
o broker-dealers may agree with the Selling Stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale;
o through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise; or
o any other method permitted pursuant to applicable law.
The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather
than under this prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. Each Selling Stockholder does not expect these commissions and
discounts relating to its sales of shares to exceed what is customary in the
types of transactions involved.
In connection with the sale of our Common Stock or interests therein,
the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The Selling
Stockholders may also sell shares of our Common Stock short and deliver these
securities to close out
their short positions, or loan or pledge the Common Stock to broker-dealers that
in turn may sell these securities. The Selling Stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery
to such broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each Selling Stockholder has
informed the Company that it does not have any agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock.
The Company is required to pay certain fees and expenses incurred by
the Company incident to the registration of the shares. The Company has agreed
to indemnify the Selling Stockholders against certain losses, claims, damages
and liabilities, including liabilities under the Securities Act.
Because Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
Each Selling Stockholder has advised us that they have not entered into any
agreements, understandings or arrangements with any underwriter or broker-dealer
regarding the sale of the resale shares. There is no underwriter or coordinating
broker acting in connection with the proposed sale of the resale shares by the
Selling Stockholders.
We agreed to keep this prospectus effective until the earlier of (i)
the date on which the shares may be resold by the Selling Stockholders without
registration and without regard to any volume limitations by reason of Rule
144(k) under the Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold pursuant to the prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to our common stock for a period
of two business days prior to the commencement of the distribution. In addition,
the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M,
which may limit the timing of purchases and sales of shares of our common stock
by the Selling Stockholders or any other person. We will make copies of this
prospectus available to the Selling Stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or prior to the
time of the sale.
A-2
ANNEX B
TO REGISTRATION RIGHTS AGREEMENT
ANNEX B
SYNOVA HEALTHCARE GROUP, INC.
SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
The undersigned beneficial owner of common stock, par value $0.001 per
share (the "Common Stock"), of Synova Healthcare Group, Inc., a Nevada
corporation (the "Company"), (the "Registrable Securities") understands that the
Company has filed or intends to file with the Securities and Exchange Commission
(the "Commission") a registration statement (the "Registration Statement") for
the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the "Securities Act"), of the Registrable Securities, in accordance
with the terms of the Registration Rights Agreement, dated as of April ___, 2006
(the "Registration Rights Agreement"), among the Company and the Purchasers
named therein. A copy of the Registration Rights Agreement is available from the
Company upon request at the address set forth below. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.
In order to have Registrable Securities included in the Registration
Statement (or a supplement or amendment thereto), this Selling Securityholder
Notice and Questionnaire ("Selling Securityholder Questionnaire") must be
completed, executed and delivered to the Company at the address set forth herein
for receipt on or before the dates required in the Registration Rights
Agreement. Record or beneficial owners of Registrable Securities who do not
properly complete, execute and return this Selling Securityholder Questionnaire
by such dates (i) will not be named as selling securityholders in the
Registration Statement and (ii) may not use the Prospectus forming a part
thereof for resales of Registrable Securities.
Certain legal consequences arise from being named as a selling
securityholder in the Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Registration
Statement and the related prospectus.
NOTICE
The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby elects to include the Registrable Securities owned
by him/it and listed below in Item 3 (unless otherwise specified under such Item
3) in the Registration Statement. The undersigned, by signing and returning this
Selling Securityholder Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Selling
Securityholder Questionnaire and the Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto.
Upon any sale of Registrable Securities pursuant to the Registration
Statement, the Selling Securityholder will be required to deliver to the Company
the Notice of Transfer (completed and signed) set forth in Exhibit 1 to this
Selling Securityholder Questionnaire.
The undersigned hereby provides the following information to the
Company and represents and
warrants that such information is accurate and complete:
QUESTIONNAIRE
1. NAME.
(a) Full Legal Name of Selling Securityholder (if a limited partnership,
state the names of the general partners of such limited partnership):
______________________________________________________________________
______________________________________________________________________
(b) Full Legal Name of Registered Holder (if not the same as (a) above)
through which Registrable Securities Listed in Item 3 below are held:
______________________________________________________________________
______________________________________________________________________
(c) Full Legal Name of Natural Control Person (which means a natural
person who directly or indirectly alone or with others has power to
vote or dispose of the securities covered by the questionnaire):
______________________________________________________________________
______________________________________________________________________
2. ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER.
___________________________________________________________________________
___________________________________________________________________________
Telephone: ___________________________________________________________
Email: ___________________________________________________________
Fax: ___________________________________________________________
Contact Person: ___________________________________________________________
3. BENEFICIAL OWNERSHIP OF SECURITIES.
Except as set forth below in this Item (3), the undersigned Selling
Securityholder does not beneficially own any securities of the Company or
shares of Common Stock issued upon conversion of any securities.
(a) Number of Registrable Securities (as defined in the Registration
Rights Agreement)
2
beneficially owned:
______________________________________________________________________
______________________________________________________________________
Number of shares of Common Stock (if any) issued upon conversion of
securities:
______________________________________________________________________
______________________________________________________________________
(b) Number of securities of the Company other than Registrable Securities
beneficially owned:
______________________________________________________________________
______________________________________________________________________
Number of shares of Common Stock (if any) issued upon conversion of
such other securities:
______________________________________________________________________
______________________________________________________________________
(c) Number of Registrable Securities to be included in the Registration
Statement (Unless otherwise indicated below, all Registrable
Securities listed in response to Item (3)(a) above will be included in
the Registration Statement):
______________________________________________________________________
______________________________________________________________________
Number of shares of Common Stock (if any) issued upon conversion of
Registrable Securities which are to be included in the Registration
Statement:
______________________________________________________________________
______________________________________________________________________
(d) Except as set forth above in this Item (3), is the undersigned Selling
Securityholder is not the beneficial or record owner of any shares of
Common Stock or any other security of the Company?
Yes [_] No [_]
(e) If the undersigned Selling Securityholder is the beneficial or record
owner of any shares of Common Stock or any other security of the
Company, did you acquire such shares or other securities in the
ordinary course of business?
Yes [_] No [_]
3
At the time of purchase of such shares or other securities, did you
have any agreements or understandings, directly or indirectly, with
any person to distribute the shares or other securities?
Yes [_] No [_]
If yes, please describe such agreements or understandings:
______________________________________________________________________
______________________________________________________________________
4. TRANSACTIONS RELATING TO COMPANY COMMON STOCK.
(a) State whether the undersigned Selling Securityholder has or will enter
into "hedging transactions" with respect to shares of Common Stock.
Yes [_] No [_]
If yes, you must provide a complete description of the hedging
transactions into which the undersigned Selling Securityholder has
entered or will enter and the purpose of such hedging transactions,
the extent to which such hedging transactions remain in place:
______________________________________________________________________
______________________________________________________________________
Please note that the Commission may deem short sales of securities
covered by a registration statement prior to the effectiveness of such
registration statement as a violation of Section 5 of the Securities
Act.
(b) State whether the undersigned Selling Securityholder has sold any of
the Registrable Securities or shares of common stock of the Company
short since the date of original issuance of the Registrable
Securities.
Yes [_] No [_]
If yes, you must provide a complete description of the short sale,
including the number of shares of common stock of the Company involved
and whether the short position remains in place:
______________________________________________________________________
______________________________________________________________________
4
5. BROKER-DEALER STATUS.
(a) Are you a broker-dealer?
Yes [_] No [_]
NOTE: If yes, the Commission's staff has indicated that you should be
identified as an underwriter in the Registration Statement.
(b) Are you an affiliate of a broker-dealer?
Yes [_] No [_]
For purposes of this Item (5)(b), an "affiliate" of a broker-dealer
shall include any company that, directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, such broker-dealer, and does not include any individuals
employer by such broker-dealer or its affiliates.
(c) If you are an affiliate of a broker-dealer, do you certify that you
bought the Registrable Securities in the ordinary course of business,
and at the time of the purchase of the Registrable Securities to be
resold, you had no agreements or understandings, directly or
indirectly, with any person to distribute the Registrable Securities?
Yes [_] No [_]
Note: If no, the Commission's staff has indicated that you should be
identified as an underwriter in the Registration Statement.
(d) State whether the undersigned Selling Securityholder received
Registrable Securities as compensation for underwriting activities:
Yes [_] No [_]
If yes, you must provide a complete description of the circumstances:
______________________________________________________________________
______________________________________________________________________
6. RELATIONSHIPS WITH THE COMPANY.
Except as set forth below, neither the undersigned nor any of its
affiliates, officers, directors or principal equity holders (owners of 5%
of more of the equity securities of the undersigned) has held any position
or office or has had any other material relationship with the Company (or
its predecessors or affiliates) during the past three years.
State any exceptions here:
5
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
prospectus delivery and other provisions of the Securities Act and the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, particularly Regulation M.
In the event that the Selling Securityholder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the date on
which such information is provided to the Company, the Selling Securityholder
agrees to notify the transferee(s) of its rights and obligations under this
Selling Securityholder Questionnaire and the Registration Rights Agreement.
By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to Items (1)
through (6) above and the inclusion of such information in the Registration
Statement and related Prospectus. The Selling Securityholder understands that
such information will be relied upon by the Company in connection with the
preparation of the Registration Statement and related Prospectus.
In accordance with the Selling Securityholder's obligations under the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Registration Statement, the Selling Securityholder
agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein which may occur subsequent to the date hereof at any
time while the Registration Statement remains in effect and to provide any
additional information as the Company reasonably may request. Except as
otherwise provided in the Registration Rights Agreement, all notices hereunder
and pursuant to the Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery
as follows:
(i) To the Company:
Synova Healthcare Group, Inc.
Rose Tree Corporate Center
0000 X. Xxxxxxxxxx Xxxx
Xxxxx 0000, Xxxxxxxx XX
Xxxxx, XX 00000
Attention: Xxxxxxx Xxxx
(ii) With a copy (which shall not constitute notice) to:
Blank Rome LLP
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esquire
Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company, the terms of this Selling
Securityholder Questionnaire, and the representations and warranties contained
herein, shall be binding on, shall inure to the benefit of
6
and shall be enforceable by the respective successors, heirs, personal
representatives, and assigns of the Company and the Selling Securityholder (with
respect to the Registrable Securities beneficially owned by such Selling
Securityholder and listed in Item (3) above). This Agreement shall be governed
in all respects by the laws of the State of Nevada.
IF YOU NEED MORE SPACE FOR ANY RESPONSE, PLEASE ATTACH ADDITIONAL
SHEETS OF PAPER AND INDICATE YOUR NAME AND ITEM NUMBER. PLEASE ALSO EXECUTE EACH
SUCH ADDITIONAL SHEET.
IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Selling Securityholder Questionnaire to be executed and delivered
either in person or by its duly authorized agent.
Dated: ________________________, 2006 SELLING SECURITYHOLDER
(Print/type full legal name of
beneficial owner of Registrable
Securities)
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
PLEASE RETURN THE COMPLETED AND EXECUTED SELLING SECURITYHOLDER
QUESTIONNAIRE FOR RECEIPT ON OR BEFORE ____________________, 2006 TO THE COMPANY
AT:
Synova Healthcare Group, Inc.
Rose Tree Corporate Center
0000 X. Xxxxxxxxxx Xxxx
Xxxxx 0000, Xxxxxxxx XX
Xxxxx, XX 00000
Attention: Xxxxxxx Xxxx
with a copy (which shall not constitute notice) to:
Blank Rome LLP
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esquire
7
EXHIBIT 1 TO SELLING SECURITYHOLDER
NOTICE AND QUESTIONNAIRE
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Synova Healthcare Group, Inc.
Rose Tree Corporate Center
0000 X. Xxxxxxxxxx Xxxx
Xxxxx 0000, Xxxxxxxx XX
Xxxxx, XX 00000
Attention: Xxxxxxx Xxxx
Re: Synova Healthcare Group, Inc. (the "Company")
Common Stock, par value $0.001 per share
Dear Sirs:
Please be advised that ________________________ has transferred
__________ shares of the Company's common stock pursuant to an effective
Registration Statement on Form SB-2 (File No. 333 - __________) filed by the
Company.
We hereby certify that the prospectus delivery requirements, if any,
of the Securities Act of 1933, as amended, have been satisfied with respect to
the transfer described above and that the above-named beneficial owner of the
common stock is named as a selling securityholder in the Prospectus dated
__________, 2006 or in amendments or supplements thereto, and the number of
shares of common stock transferred are [a portion of] the shares of common stock
listed in such Prospectus, as amended or supplemented, opposite such owner's
name.
Dated:
Very truly yours,
____________________________
(Name)
By:
------------------------
(Authorized Signature)
