Common use of Relationships with the Company Clause in Contracts

Relationships with the Company. (a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors, family members, 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: (b) Please state whether you know of any arrangements made or to be made by any person, or any transaction already effected: · to limit or restrict the sale of common stock during the period of the offering of the common stock to be registered by the Registration Statement; · to stabilize the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stock. The undersigned hereby agrees to notify the Company promptly of any inaccuracies or changes in the foregoing information which should be made as a result of any developments, including the passage of time. The understands and acknowledges that the Company will rely on the information set forth herein for purposes of preparing and filing the Registration Statement covering an underwritten public offering of the Company’s securities. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 4 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The understands that material misstatements or the omission of material facts in the Registration Statement may give rise to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration Statement. I will notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me. I will promptly notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any change in the foregoing information which occurs prior to the effective date of the Registration Statement.

Relationships with the Company. (a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors, family members, 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: (b) Please state whether you know : _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ 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 any arrangements made or to be made by any personthe 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 transaction already effected: · to limit or restrict the sale of common stock during the period portion of the offering of Registrable Securities listed in Item (3) above after the common stock date on which such information is provided to be registered by the Registration Statement; · to stabilize Company, the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stock. The undersigned hereby Selling Securityholder agrees to notify the Company promptly transferee(s) of any inaccuracies or changes in the foregoing information which should be made as a result of any developments, including the passage of time. The understands its rights and acknowledges that the Company will rely on the information set forth herein for purposes of preparing obligations under this Selling Securityholder Questionnaire and filing the Registration Statement covering an underwritten public offering of the Company’s securitiesRights Agreement. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 4 (6) above and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements theretoProspectus. The undersigned Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and related Prospectus. In accordance with the related prospectus. The understands that material misstatements or Selling Securityholder's obligations under the omission of material facts Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement may give rise Statement, the Selling Securityholder agrees to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration Statement. I will notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me. I will 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 its legal counsel 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 Xxxxx & XX Xxxxx, LLPXX 00000 Attention: Xxxxxxx Xxxx (ii) With a copy (which shall not constitute notice) to: Blank Rome LLP Xxx Xxxxx Xxxxxx Philadelphia, PA 19103 Attention: Xxxx X. Xxxxxx, Esquire Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company, the terms of any change in this Selling Securityholder Questionnaire, and the foregoing information which occurs prior representations and warranties contained herein, shall be binding on, shall inure to the effective date benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Registration StatementCompany 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.

Relationships with the Company. (a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors, family members, 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: (b) Please state whether you know of any arrangements made or to be made by any person, or any transaction already effected: · to limit or restrict the sale of common stock during the period of the offering of the common stock to be registered by the Registration Statement; · to stabilize the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stock. NONE The undersigned hereby agrees to promptly notify the Company promptly of any inaccuracies or changes in the foregoing information which should provided herein that may occur subsequent to the date hereof and prior to the effective date of the Registration Statement and at any time while the Registration Statement remains effective. All notices by the undersigned hereunder and pursuant to the Agreement shall be made in writing and delivered as a result set forth in the Agreement. In the absence of any developmentssuch notification, including the passage Company shall be entitled to rely and continue to rely on the accuracy of timethe information in this Selling Stockholder Questionnaire. The understands and undersigned also acknowledges that the Company will rely on the information set forth herein answers to Items (1) through (6) in this Selling Stockholder Questionnaire are furnished for purposes of preparing and filing the use in connection with a Registration Statement covering an underwritten public offering of to be filed pursuant to the Company’s securitiesAgreement and any amendments or supplements thereto filed with the SEC pursuant to the Securities Act. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 4 (6) and the inclusion of such information in the any Registration Statement and the related prospectus and any amendments or supplements theretoProspectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the any such Registration Statement and any such Prospectus. By signing below, the related prospectus. The undersigned acknowledges that it understands its obligation to comply, and agrees that material misstatements or it will comply, with the omission of material facts in the Registration Statement may give rise to civil and criminal liabilities to the Company, to each officer and director provisions of the Company signing Exchange Act of 1934, as amended, and the Registration Statement rules and other persons signing the regulations thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to a Registration Statement. I will notify the Company The undersigned hereby acknowledges and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and is advised of the omission following Division of any material fact necessary to make the statements contained therein Corporation Financing Compliance and Disclosure Interpretation 239.10 regarding short selling: “An issuer filed a Form S-1 registration statement for a secondary offering of common stock which is not misleading, as soon as practicable after a copy yet effective. One of the Registration Statement or any selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such amendment has been provided to mesale is made. I will promptly notify There would, therefore, be a violation of Section 5 if the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any change in the foregoing information which occurs shares were effectively sold prior to the effective date date.” By completing, signing and returning this Selling Stockholder Questionnaire, the undersigned will be deemed to be aware of the Registration Statementforegoing interpretation. The acknowledgements by and agreements of the undersigned set forth in this Selling Stockholder Questionnaire shall be in addition to, and shall not limit the scope and applicability of, the representations, warranties and covenants made by the undersigned in the Agreement. The undersigned represents, warrants and certifies that, to the best of its knowledge and belief, the foregoing statements (including without limitation the answers to Items (1) through (6) in this Selling Stockholder Questionnaire) are correct and complete.

Relationships with the Company. (a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors, family members, 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: (b) Please state whether you know : ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 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 any arrangements made or to be made by any personthe 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 transaction already effected: · to limit or restrict the sale of common stock during the period portion of the offering of Registrable Securities listed in Item (3) above after the common stock date on which such information is provided to be registered by the Registration Statement; · to stabilize Company, the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stock. The undersigned hereby Selling Securityholder agrees to notify the Company promptly transferee(s) of any inaccuracies or changes in the foregoing information which should be made as a result of any developments, including the passage of time. The understands its rights and acknowledges that the Company will rely on the information set forth herein for purposes of preparing obligations under this selling Securityholder Questionnaire and filing the Registration Statement covering an underwritten public offering of the Company’s securitiesRights Agreement. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 4 (6) above and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements theretoProspectus. The undersigned Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and related Prospectus. In accordance with the related prospectus. The understands that material misstatements or Selling Securityholder's obligations under the omission of material facts Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement may give rise Statement, the Selling Securityholder agrees to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration Statement. I will notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me. I will 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 its legal counsel 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 Xxxxx & XX Xxxxx, LLPXX 00000 Attention: Xxxxxxx Xxxx (ii) With a copy to: Blank Rome LLP Xxx Xxxxx Xxxxxx Philadelphia, PA 19103 Attention: Xxxx X. Xxxxxx, Esquire Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company, the terms of any change in this Selling Securityholder Questionnaire, and the foregoing information which occurs prior representations and warranties contained herein, shall be binding on, shall inure to the effective date benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Registration StatementCompany 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 Delaware.

Relationships with the Company. (a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors, family members, 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: (b) Please state whether you know : 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 any arrangements made or to be made by any personthe 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 transaction already effected: · to limit or restrict the sale of common stock during the period portion of the offering of Registrable Securities listed in Item (3) above after the common stock date on which such information is provided to be registered by the Registration Statement; · to stabilize Company, the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stock. The undersigned hereby Selling Securityholder agrees to notify the Company promptly transferee(s) of any inaccuracies or changes in the foregoing information which should be made as a result of any developments, including the passage of time. The understands its rights and acknowledges that the Company will rely on the information set forth herein for purposes of preparing obligations under this Selling Securityholder Questionnaire and filing the Registration Statement covering an underwritten public offering of the Company’s securitiesRights Agreement. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 4 (6) above and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements theretoProspectus. The undersigned Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and related Prospectus. In accordance with the related prospectus. The understands that material misstatements or Selling Securityholder’s obligations under the omission of material facts Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement may give rise Statement, the Selling Securityholder agrees to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration Statement. I will notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me. I will 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 its legal counsel 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 Xxxxx & XX Xxxxx, LLPXX 00000 Attention: Xxxxxxx Xxxx (ii) With a copy (which shall not constitute notice) to: Blank Rome LLP Xxx Xxxxx Xxxxxx Philadelphia, PA 19103 Attention: Xxxx X. Xxxxxx, Esquire Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company, the terms of any change in this Selling Securityholder Questionnaire, and the foregoing information which occurs prior representations and warranties contained herein, shall be binding on, shall inure to the effective date benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Registration StatementCompany 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.

Relationships with the Company. (a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors, family members, 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: (b) Please state whether you know : ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 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 any arrangements made or to be made by any personthe 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 transaction already effected: · to limit or restrict the sale of common stock during the period portion of the offering of Registrable Securities listed in Item (3) above after the common stock date on which such information is provided to be registered by the Registration Statement; · to stabilize Company, the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stock. The undersigned hereby Selling Securityholder agrees to notify the Company promptly transferee(s) of any inaccuracies or changes in the foregoing information which should be made as a result of any developments, including the passage of time. The understands its rights and acknowledges that the Company will rely on the information set forth herein for purposes of preparing obligations under this Selling Securityholder Questionnaire and filing the Registration Statement covering an underwritten public offering of the Company’s securitiesRights Agreement. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 4 (6) above and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements theretoProspectus. The undersigned Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and related Prospectus. In accordance with the related prospectus. The understands that material misstatements or Selling Securityholder's obligations under the omission of material facts Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement may give rise Statement, the Selling Securityholder agrees to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration Statement. I will notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me. I will 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 its legal counsel 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 Xxxxx & XX Xxxxx, LLPXX 00000 Attention: Xxxxxxx Xxxx (ii) With a copy (which shall not constitute notice) to: Blank Rome LLP Xxx Xxxxx Xxxxxx Philadelphia, PA 19103 Attention: Xxxxxxx X. Xxxxxx, Esquire Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company, the terms of any change in this Selling Securityholder Questionnaire, and the foregoing information which occurs prior representations and warranties contained herein, shall be binding on, shall inure to the effective date benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Registration StatementCompany 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.

Relationships with the Company. (a) Except as set forth below, neither the undersigned Stockholder nor any of its affiliates, officers, directors, family members, directors or principal equity holders (owners of 5% of more of the equity securities of the undersignedStockholder) 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 (3) years. State any exceptions here: (b) Please state whether you know of any arrangements made or to be made by any person, or any transaction already effected: · to limit or restrict the sale of common stock during the period of the offering of the common stock to be registered by the Registration Statement; · to stabilize the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stock. ________________________________________________________________ ________________________________________________________________ The undersigned hereby Stockholder agrees to promptly notify the Company promptly of any material inaccuracies or changes in the foregoing information which should be made as a result of provided herein that may occur subsequent to the date hereof at any developments, including the passage of time. The understands and acknowledges that the Company will rely on the information set forth herein for purposes of preparing and filing time while the Registration Statement covering an underwritten public offering of remains effective. All notices hereunder and pursuant to the Company’s securitiesAgreement shall be made in writing by hand delivery, first class mail or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the undersigned Stockholder consents to the disclosure of the information contained herein in its answers to Items 1 through 4 this Part II and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. The undersigned Stockholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The Stockholder understands that material misstatements the Shares are being offered and sold to him, her or it in reliance upon specific exemptions from the omission registration requirements of material facts federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Stockholder’s compliance with, the statements, representations, warranties, acknowledgments and understandings of the Stockholder set forth herein in order to determine the Registration Statement may give rise availability of such exemptions and the eligibility of the Stockholder to civil acquire the Shares. The Stockholder hereby represents and criminal liabilities warrants to the Company, Company as follows: (a) The Stockholder’s responses to each officer the above questions and director all other statements made herein are complete and correct and may be relied upon by the Company in determining whether its issuance of the Company signing Shares will be exempt from registration under the Registration Statement Securities Act, and other persons signing the Registration Statement. I from qualification under applicable state securities laws. (b) The Stockholder will notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission immediately of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me. I will promptly notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any change in the foregoing any statement that he, she or it has made or information which that he, she or it has provided in this Questionnaire that occurs prior to the effective date issuance of the Shares or at any time while the Registration Statement remains effective. (c) The Stockholder is acquiring the Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Shares or any part thereof, without prejudice, however, to the Stockholder’s right to sell or otherwise dispose of all or any part of such Shares pursuant to the Registration Statement, if and when effective, or under an exemption from such registration and in compliance with applicable federal and state securities laws. The Stockholder is acquiring the Shares hereunder in the ordinary course of its business. The Stockholder does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Shares. (d) The Stockholder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the Shares, and has so evaluated the merits and risks of such investment. The Stockholder is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. (e) The Stockholder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the Shares, that have been requested by the Stockholder or its advisors, if any. The Stockholder and its advisors, if any, have been afforded the opportunity to ask questions of the Company. (f) The Stockholder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares or an investment therein. Individual Purchaser: Signature Signature (if joint purchase) Date Date * If Corporate or Entity Purchaser: Name of Corporation or other Entity By: By: Name: Name: Title: Title: Date: Date: * If Purchaser is a corporation, two duly authorized officers of the corporation must sign this Questionnaire. An “accredited investor” is defined in Rule 501 under Regulation D to mean any of the following persons or entities: (1) A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act, a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or a registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

Relationships with the Company. (a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors, family members, 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: (b) Please state whether you know : ----------------------------------------------------------------------- ----------------------------------------------------------------------- The undersigned understands and acknowledges that the Commission currently takes the position that the coverage of short sales of shares of the Common Stock "against the box" prior to the Effective Date with the Registrable Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated August 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, the undersigned hereby agrees not to use any arrangements of the Registrable Securities to cover any short sales made or after the date of the Purchase Agreement and prior to be made by any personthe Effective Date. In addition, or any transaction already effected: · the undersigned hereby agrees that it will comply with all of the rules and restrictions contained in Regulation M promulgated under the Exchange Act with respect to limit or restrict the purchase and sale of common stock during the period shares of Common Stock of the offering of the common stock to be registered by the Registration Statement; · to stabilize the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stockCompany. The undersigned hereby agrees to promptly notify the Company promptly of any inaccuracies or changes in the foregoing information which should be made as a result of provided herein that may occur subsequent to the date hereof at any developments, including the passage of time. The understands and acknowledges that the Company will rely on the information set forth herein for purposes of preparing and filing time while the Registration Statement covering an underwritten public offering of the Company’s securitiesremains effective. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 4 6 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The understands that material misstatements or the omission of material facts in the Registration Statement may give rise to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration Statement. I will notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me. I will promptly notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any change in the foregoing information which occurs prior to the effective date of the Registration Statement.

Relationships with the Company. (a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors, family members, 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: (b) Please state whether you know : ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ 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 any arrangements made or to be made by any personthe 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 transaction already effected: · to limit or restrict the sale of common stock during the period portion of the offering of Registrable Securities listed in Item (3) above after the common stock date on which such information is provided to be registered by the Registration Statement; · to stabilize Company, the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stock. The undersigned hereby Selling Securityholder agrees to notify the Company promptly transferee(s) of any inaccuracies or changes in the foregoing information which should be made as a result of any developments, including the passage of time. The understands its rights and acknowledges that the Company will rely on the information set forth herein for purposes of preparing obligations under this selling Securityholder Questionnaire and filing the Registration Statement covering an underwritten public offering of the Company’s securitiesRights Agreement. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 4 (6) above and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements theretoProspectus. The undersigned Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and related Prospectus. In accordance with the related prospectus. The understands that material misstatements or Selling Securityholder's obligations under the omission of material facts Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement may give rise Statement, the Selling Securityholder agrees to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration Statement. I will notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me. I will 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 its legal counsel 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 Xxxxx & XX Xxxxx, LLPXX 00000 Attention: Xxxxxxx Xxxx (ii) With a copy to: Blank Rome LLP Xxx Xxxxx Xxxxxx Philadelphia, PA 19103 Attention: Xxxx X. Xxxxxx, Esquire Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company, the terms of any change in this Selling Securityholder Questionnaire, and the foregoing information which occurs prior representations and warranties contained herein, shall be binding on, shall inure to the effective date benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Registration StatementCompany 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 Delaware.

Relationships with the Company. (a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors, family members, 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: (b) Please state whether you know : 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 any arrangements made or to be made by any personthe 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 transaction already effected: · to limit or restrict the sale of common stock during the period portion of the offering Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company (other than transfers of the common stock Registrable Securities pursuant to be registered by the an effective Registration Statement; · to stabilize ), the market for the common stock; or · to withhold commissions or otherwise to hold each underwriter or dealer responsible for the distribution of his participation in the contemplated offering of the common stock. The undersigned hereby Selling Securityholder agrees to notify the Company promptly transferee(s) of any inaccuracies or changes in the foregoing information which should be made as a result of any developments, including the passage of time. The understands its rights and acknowledges that the Company will rely on the information set forth herein for purposes of preparing obligations under this selling Securityholder Questionnaire and filing the Registration Statement covering an underwritten public offering of the Company’s securitiesRights Agreement. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 4 (6) above and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements theretoProspectus. The undersigned Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and related Prospectus. In accordance with the related prospectus. The understands that material misstatements or Selling Securityholder's obligations under the omission of material facts Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement may give rise Statement, the Selling Securityholder agrees to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration Statement. I will notify the Company and its legal counsel (Xxxxxxxx Xxxxx & Xxxxx, LLP) of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me. I will 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 (other than changes due to transfers of Registrable Securities pursuant to an effective Registration Statement and its legal counsel (Xxxxxxxx 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: To the Company: The Tube Media Corp. 0000 Xxxx Xxxxxxx Xxxxx & Xxxx Xxxxx 000 Xxxx Xxxxx, LLP) of any change in the foregoing information which occurs prior to the effective date of the Registration StatementXxxxxxx 00000 Attention: Xxxxx X. Xxxx, President With a copy to: Blank Rome LLP 0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000 Xxxx Xxxxx, Xxxxxxx 00000 Attn: Xxxxx X. Xxxxxxx, Esq.