Exhibit 4.19
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FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This First Amendment to Registration Rights Amendment (this "First
Amendment"), which amends the Registration Rights Agreement dated January 19,
2006, among the parties hereto (the "Original Agreement"), is made and entered
into as of March 16, 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"). Capitalized terms
not otherwise defined in this First Amendment shall have the meanings ascribed
to them in the Original Agreement, as amended hereby.
WHEREAS, in accordance with Section 6(f) of the Original Agreement, the
Company and the Holders of at least 50% of the outstanding Registrable
Securities desire to amend the Original Agreement as to all Holders 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:
The parties to the Original Agreement hereby agree as follows:
1. Definitions. The definition of "Agreement" shall be amended in its
entirety to refer to the Original Agreement, as amended by this First Amendment.
2. Section 2(a). Section 2(a) of the Original Agreement shall be
amended so that (i) all references therein to "March 31, 2006" shall be deleted
and replaced with "April 14, 2006" and (ii) the reference therein to "June 14,
2006" shall be deleted and replaced with "June 28, 2006."
3. Section 2(b). The last sentence of Section 2(b) of the Original
Agreement shall be amended so that the reference to "$2.00 per share" therein
shall be deleted and shall be replaced with "$1.50 per share."
4. Section 6(b). Section 6(b) of the Original Agreement shall be
amended in entirety to read as follows:
"(b) No Piggyback on Registrations. Except for securities of
the Company that may be subject to piggyback registration rights
granted on or prior to the Closing Date under the Purchase Agreement,
neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of the
Company in the Registration Statement other than the Registrable
Securities. Except as disclosed in Schedule 3.1(r) to the Purchase
Agreement, no Person has any right to cause the Company to effect the
registration under the Securities Act of any securities of the
Company."
5. No Other Provisions Affected. Except as set forth above, the
remaining provisions of the Original Agreement shall remain in full force and
effect.
[SIGNATURE PAGE OF COMPANY FOLLOWS]
[COMPANY'S SIGNATURE PAGE TO FIRST AMENDMENT]
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
SYNOVA HEALTHCARE GROUP, INC.
By:____________________________________
Name:
Title:
[SIGNATURE PAGE OF HOLDER FOLLOWS]
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[HOLDER'S SIGNATURE PAGE TO FIRST AMENDMENT]
Name of Investing Entity:______________________________________________________
Signature of Authorized Signatory of Investing entity:_________________________
Name of Authorized Signatory:__________________________________________________
Title of Authorized Signatory:_________________________________________________
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