Exhibit 4.17
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FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This First Amendment (this "First Amendment") to the Securities
Purchase Agreement (the "Securities Purchase Agreement"), dated January 19,
2006, among Synova Healthcare Group, Inc., a Nevada corporation (the "Company"),
and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a "Purchaser" and collectively the "Purchasers"), is
dated and effective as of March 16, 2006. All capitalized terms not otherwise
defined herein shall have the definitions ascribed to them in the Securities
Purchase Agreement.
WHEREAS, in accordance with Section 5.4 of the Securities Purchase
Agreement, the Company and the holders of a majority of the Shares purchased
under the Securities Purchase Agreement in transactions exempt from registration
under the Securities Act pursuant to Rule 506 of Regulation D thereunder desire
to amend the Securities Purchase Agreement as set forth herein.
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 agree as follows:
1. Definitions. Certain of the definitions in Section 1.1 of the
Securities Purchase Agreement are hereby amended to read as follows:
(a) The definition "Closing Date" shall be amended to reflect
that (i) the Closing Date with respect to purchasers in the Regulation S
offering shall be April 14, 2006, and (ii) the Closing Date for all other
purchasers shall be January 19, 2006.
(b) The definition "Registration Rights Agreement" shall mean
the Registration Rights Agreement, dated January 19, 2006, as amended.
2. Anti-Dilution Rights. The first sentence of Section 4.9(a) of the
Securities Purchase Agreement shall be amended so that the phrase "less than
$2.00" shall be deleted and replaced with "less than $1.50."
3. Consideration. As consideration for each Purchaser's agreement to
execute and deliver this First Amendment, the Company shall deliver to each
Purchaser hereunder 41,666 shares of Common Stock. Such shares of Common Stock
shall be issued in accordance with all of the applicable terms and conditions of
the Securities Purchase Agreement, as amended by this First Amendment.
Notwithstanding Section 4.9(a) of the Securities Purchase Agreement, all shares
of Common Stock issued pursuant to this Section 3 shall have piggyback
registration rights with respect to the Registration Statement, in accordance
with Section 6(e) of the Registration Rights Agreement.
4. No Other Provisions Affected. Except as set forth above, the
remaining provisions of the Securities Purchase Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed by their respective authorized signatories as of the date
first indicated above.
Address for Notice:
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SYNOVA HEALTHCARE GROUP, INC. SYNOVA HEALTHCARE GROUP, INC.
Rose Tree Corporate Center
0000 X. Xxxxxxxxxx Xxxx
By:__________________________________ Suite 6010, Building II
Name: Xxxxxxx X. Xxxx Media, PA 19063
Title: Chief Executive Officer
With a copy to (which shall not constitute notice)
BLANK ROME LLP
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Esquire
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR PURCHASERS FOLLOW]
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[PURCHASER SIGNATURE PAGES TO FIRST AMENDMENT TO THE SECURITIES
PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to
the Securities Purchase 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:____________________________________________
Address for Notice of Investing Entity:
Address for Delivery of Securities for Investing Entity (if not same as above):
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