Exhibit 10.2
SIGNATURE PAGE
TO BE USED ONLY BY REGULATION S INVESTORS
PURCHASING COMMON STOCK IN SYNOVA HEALTHCARE GROUP, INC.
JUNE 2006
IN WITNESS WHEREOF, by executing this Signature Page, Synova Healthcare
Group, Inc., a Nevada corporation (the "Company"), and the undersigned
subscriber have caused the Subscription Agreement attached hereto as Exhibit A
to be duly executed by their respective authorized signatories as of the date
indicated below. Further, by executing this Signature Page, the undersigned
subscriber acknowledges delivery and receipt of the Subscription Agreement and
the Company's Prospectus Supplement dated June 15, 2006 attached as Exhibit B as
well as the summary of offering terms attached hereto as Exhibit C.
[SIGNATURE OF THE COMPANY WITH RESPECT TO THE ATTACHED SUBSCRIPTION AGREEMENT :]
Address for Notice:
SYNOVA HEALTHCARE GROUP, INC. SYNOVA HEALTHCARE GROUP, INC.
ROSE TREE CORPORATE CENTER
0000 X. XXXXXXXXXX XXXX
XX: XXXXX 0000, BUILDING II
---------------------------------- MEDIA, PA 19063
NAME: XXXXXXX X. XXXX
TITLE: CHIEF EXECUTIVE OFFICER
WITH A COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE)
BLANK ROME LLP
ONE XXXXX SQUARE
PHILADELPHIA, PA 19103
ATTENTION: XXXX X. XXXXXX, ESQUIRE
SIGNATURE PAGE
TO BE USED ONLY BY REGULATION S INVESTORS
COMMON STOCK IN SYNOVA HEALTHCARE GROUP, INC.
JUNE 2006
[SUBSCRIBER SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT:]
PLEASE NOTE: IF AN INVESTOR IS A TRUST, THE FOLLOWING INFORMATION MUST BE
PROVIDED BY THE TRUST AS WELL AS THE TRUSTEE. IF AN INVESTOR IS AN ESTATE, THE
FOLLOWING INFORMATION MUST BE PROVIDED BY THE ESTATE AS WELL AS ITS EXECUTOR OR
ADMINISTRATOR.
Name of Investing Entity: ______________________________________________________
SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Complete Residence Address of Investing Entity (if a natural person): __________
________________________________________________________________________________
Email Address of Authorized Entity: ____________________________________________
Address for Notice of Investing Entity (if not same as Full Address above): ____
________________________________________________________________________________
Country of Citizenship (for Investing Entities who are natural persons): _______
________________________________________________________________________________
Jurisdiction of Incorporation or Organization (for Investing Entities who are
partnerships or corporations):__________________________________________________
________________________________________________________________________________
Address for Delivery of Securities for Investing Entity (if not same as above):
________________________________________________________________________________
Subscription Amount/Purchase Price: $1.50
Shares of Common Stock: ________________________________________________________
Tax Identification or other Similar Number: ____________________________________
WIRING INSTRUCTIONS
Please provide the full subscription amount set forth above in immediately
available funds by wire transfer to the Company as follows:
Wachovia Bank, N.A.
ABA#: 000000000
SWIFT #: XXXXXX00
Credit: Synova Healthcare, Inc.
Account: #2000012967304
EXHIBIT A
SUBSCRIPTION AGREEMENT
Synova Healthcare Group, Inc.
0000 Xxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxx, Xxxxxxxxxxxx 19063
Ladies and Gentlemen:
The undersigned subscriber ("Subscriber") hereby tenders this Subscription
Agreement (this "Agreement") in accordance with and subject to the terms and
conditions set forth herein:
1. Subscription.
1.1 Subscriber hereby subscribes for and agrees to purchase the number
of shares (the "SHARES") of common stock, par value $.001 per share (the "COMMON
STOCK"), of Synova Healthcare Group, Inc., 0000 Xxxxxxxxxx Xxxx, Xxxxx 0000,
Xxxxx Xxxxxxxxxxxx 19063, a Nevada corporation (the "COMPANY"), indicated on the
signature page attached hereto at the purchase price set forth on such signature
page (the "PURCHASE PRICE"). Subscriber has made payment by wire transfer of
funds in accordance with instructions from the Company in the full amount of the
Purchase Price of the Common Stock for which Subscriber is subscribing (the
"PAYMENT").
1.2 This Agreement is part of an offering of shares of Common Stock
being conducted by G.M. Capital Partners, Ltd. (the "PLACEMENT AGENT") on behalf
of the Company outside the United States (the "OFFERING").
1.3 Subscriber understands that it will not earn interest on any funds
held by the Company prior to the date of closing of the Offering. The Placement
Agent and the Company may hold an initial closing of the Offering (the "INITIAL
CLOSING") at any mutually agreeable time. The date of the Initial Closing is
hereinafter referred to as the "INITIAL CLOSING DATE". The Company may hold
additional interim closings after the Initial Closing in which the terms of the
Offering my not be the same for each closing. Any such interim closings are each
hereinafter referred to as an "ADDITIONAL CLOSING" and shall occur on one or
more dates each hereinafter referred to as an "ADDITIONAL CLOSING DATE." The
Initial Closing Date and the Additional Closing Dates are each hereinafter
sometimes referred to as a "CLOSING DATE." The last Closing is sometimes
referred to herein as the "FINAL CLOSING." The date of the Final Closing is
referred to herein as the "FINAL CLOSING DATE". Upon receipt by the Company of
the requisite payment for all Common Stock to be purchased by the subscribers
whose subscriptions are accepted at the Initial Closing or any Additional
Closing, as applicable, and subject to the satisfaction of certain conditions,
the Common Stock so purchased will be issued in the name of each such
subscriber, and the name of such subscriber will be registered on the stock
transfer books of the Company as the record owner of such Common Stock. The
Company will, at the time of Subscriber's Closing, issue to each subscriber
participating in such closing a stock certificate for the Common Stock so
purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (i) execution and
delivery to the Company, in care of the Placement Agent, of the signature page
to this Agreement and (ii) written acceptance on the Initial Closing Date or an
Additional Closing Date, as the case may be, by the Company and the Placement
Agent of Subscriber's subscription, which shall be confirmed by faxing to the
Subscriber the signature page to this Agreement that has been executed by the
Company (the "SUBSCRIPTION").
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1.5 Prior to acceptance of this Agreement by the Company and the
Placement Agent, Subscriber agrees that the Company and Placement Agent may, as
they mutually agree in their sole and absolute discretion, reduce the
Subscription to any number of shares of Common Stock that in the aggregate do
not exceed the number of shares of Common Stock hereby applied for without any
prior notice to or further consent by Subscriber. Subscriber hereby irrevocably
constitutes and appoints the Placement Agent and each officer of the Placement
Agent, each of the foregoing acting singularly, in each case with full power of
substitution, the true and lawful agent and attorney-in-fact of Subscriber, with
full power and authority in Subscriber's name, place and stead to amend this
Agreement, including, in each case, Subscriber's signature page thereto, to
effect any of the foregoing provisions of this Section 1.5.
1.6 Subscriber agrees and understands that the principals of the
Placement Agent may purchase Common Stock in this Offering for their own
account.
2. Offering Material.
2.1 Subscriber represents and warrants that it is in receipt of and
that it has carefully read the following items:
(a) The Company's Prospectus Supplement dated June 15, 2006
relating to the public offering of Common Stock by the selling shareholders
named therein (the "SUPPLEMENT"); and
(b) All other reports, statements and documents filed by the
Company with the Securities and Exchange Commission ("SEC") subsequent to the
Supplement and prior to the Final Closing Date.
3. Representations, Warranties and Agreements of the Subscriber. Each
Subscriber hereby, for itself and for no other Subscriber, represents and
warrants as of the date hereof and as of the Closing Date to the Company as
follows:
(a) Organization; Authority. Subscriber, if not a natural person,
is an entity duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization with full right, power and
authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder. The execution,
delivery and performance by Subscriber of the transactions contemplated by this
Agreement have been duly authorized by all necessary action on the part of
Subscriber. This Agreement has been duly executed by Subscriber, and when
delivered by Subscriber in accordance with the terms hereof, will constitute the
valid and legally binding obligation of Subscriber, enforceable against
Subscriber in accordance with its terms.
(b) Subscriber Representation. Subscriber understands that the
Common Stock are "restricted securities" and have not been registered under the
Securities Act or any applicable state securities law and is acquiring the
Common Stock as an investment as principal for its own account and not with a
view to or for distributing or reselling such Common Stock or any part thereof,
has no present intention of distributing any of such Common Stock and has no
arrangement or understanding with any other Persons regarding the distribution
of such Common Stock (this representation and warranty not limiting Subscriber's
right to sell the Common Stock otherwise in compliance with applicable federal
and state securities laws, including Regulation S under the federal securities
laws). Subscriber is acquiring the Common Stock hereunder in the ordinary course
of its business. Subscriber does not have any agreement or understanding,
directly or indirectly, with any person to distribute any of the Common Stock.
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(c) Subscriber Status. The Subscriber is not required to be
registered as a broker-dealer under Section 15 of the Securities Exchange Act of
1934, as amended ("Exchange Act") and Subscriber is not a "U.S. Person" as that
term is defined in Regulation S and agrees to be bound by all of the terms and
conditions of Regulation S.
(d) Experience of Subscriber. The Subscriber, 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 the prospective investment in the Common Stock, and has
so evaluated the merits and risks of such investment. The Subscriber is able to
bear the economic risk of an investment in the Common Stock and, at the present
time, is able to afford a complete loss of such investment.
(e) General Solicitation. The Subscriber is not purchasing the
Common Stock as a result of any advertisement, article, notice or other
communication regarding the Common Stock published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or general advertisement.
(f) Short Sales. The Subscriber represents that from the date it
was notified of the transactions contemplated hereby until the Closing, neither
it nor any person over which the Subscriber has direct control, have made, or
will make, any net short sales of, or granted, or will grant, any option for the
purchase of, or entered into any hedging or similar transaction with the same
economic effect as a net short sale in the Common Stock. The Subscriber,
severally and not jointly with the other Subscribers, understands and
acknowledges that the Commission currently takes the position that coverage of
short sales of shares of the Common Stock "against the box" with the Common
Stock purchased hereunder prior to the Closing Date is a violation of Section 5
of the Securities Act of 1933, as amended ("Securities Act"). Accordingly,
Subscriber hereby agrees not to use any of the Common Stock to cover any short
sales prior to the Closing Date. Additionally, Subscriber, severally and not
jointly with the other Subscribers, agrees to comply in all respects with
Regulation M under the federal securities laws.
(g) Additional Representations for Regulation S . Subscriber
hereby makes the following additional representations and warranties to the
Company:
(i) It understands and acknowledges that the Common Stock
have not been registered under the Securities Act or any other applicable
securities laws, and the Common Stock may not be sold or otherwise transferred
except in compliance with the registration requirements of the Securities Act
and any other applicable securities law or pursuant to an exemption therefrom
and in each case in compliance with the conditions for transfer set forth in
(iii) below.
(ii) It is a person that, at the time the buy order for the
Common Stock was originated and this Agreement was executed, was outside the
United States and was not a U.S. person (and was not purchasing for the account
or benefit of a U.S. person) within the meaning of Regulation S.
(iii) It acknowledges that it will offer, sell or otherwise
transfer the Common Stock, prior to the date which is two years after the later
of the original issue date hereof and the last date on which the Company or any
affiliate of the Company was the owner of any of the Common Stock (or any
predecessor of the Common Stock), only (A) to the Company, (B) pursuant to a
registration statement that has been declared effective under the Securities
Act, (C) pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Securities Act in a transaction
meeting the Requirements of Rule 904 under the Securities Act, or (D) pursuant
to another
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available exemption from the registration requirements of the Securities Act,
subject to the Company's right prior to any offer, sale or transfer pursuant to
clause (C) or (D) to require the delivery of an opinion of counsel, certificates
and/or other information reasonably satisfactory to the Company.
(iv) It agrees that it will not engage in hedging
transactions involving the Common Stock unless such transactions are in
compliance with the Securities Act.
(v) If it is a "dealer" or a person "receiving a selling
concession fee or other remuneration" within the meaning of Regulation S under
the Securities Act, it acknowledges that until the expiration of the one-year
"restricted period" within the meaning of Rule 903 of Regulation S under the
Securities Act, any offer or sale of the Common Stock shall not be made by it to
a U.S. person or for the account or benefit of a U.S. person within the meaning
of Rule 902(k) of the Securities Act.
(vi) It acknowledges that the Company and others will rely
upon the truth and accuracy of the foregoing representations, warranties and
agreements and agrees that, if any of the representations, warranties and
agreements made by Subscriber of the Common Stock are no longer accurate, it
shall promptly notify the Company.
(vii) Each Subscriber represents and warrants that none of
the representations or warranties made by the Subscriber herein ("Subscriber
Statements") contain any false or misleading statement or omit to state a
material fact. The Subscriber shall indemnify the Company to the extent the
Company incurs or suffers any damage, expenses, loss, claim, judgment or
liability resulting from the Company's reliance upon any Subscriber Statement
that is false or misleading. The Subscriber has not traded in securities of the
Company in violation of Rule 10b-5 under the Exchange Act or any other federal
or state xxxxxxx xxxxxxx or anti-fraud securities law.
(viii) Subscriber meets all legal requirements necessary to
permit the purchase of the Common Stock by a citizen of the jurisdiction of the
Subscriber's residence.
(h) The Subscriber agrees to the imprinting of a legend on any of
the Common Stock in substantially the following form:
THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS AND IS BEING OFFERED AND SOLD ONLY PURSUANT TO OFFERS AND SALES
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT. THE COMMON STOCK MAY NOT BE RE-OFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS
COMMON STOCK BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
THIS COMMON STOCK (OR ANY PREDECESSOR OF THIS COMMON STOCK), ONLY (A)
TO THE COMPANY, (B) PURSUANT TO A
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REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION
REASONABLY SATISFACTORY TO THE COMPANY. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF FURTHER AGREES NOT TO ENGAGE IN HEDGING
TRANSACTIONS INVOLVING THE COMMON STOCK UNLESS SUCH TRANSACTIONS MEET
THE REQUIREMENTS AND COMPLY WITH THE SECURITIES ACT.
Notwithstanding anything contained herein to the contrary, the Company will
not, and is not permitted to, register the transfer of any Common Stock sold
hereunder on the Company's books or records, unless such Common Stock have been
transferred in accordance with or pursuant to (A) the provisions of Regulation
S, (B) a registration statement declared effective by the Commission or (C)
another available exemption from registration under the Securities Act.
4. Registration Rights.
4.1 The Company hereby grants to Subscriber the following registration
rights:
After the Closing, if the Company decides to register any of its Common
Stock either for its own account or the account of a security holder or holders
exercising their respective demand registration rights and determines that
additional securities may reasonably be registered therewith, the Company will:
(i) promptly give written notice thereof to the Subscriber
if the Common Stock purchased by the Subscriber hereby previously has not been
distributed to the public pursuant to an offering registered under the
Securities Act, previously has not been sold in compliance with Rule 144 or at
the time may not be sold pursuant to Rule 144 without restriction as to volume
limitations (collectively, "Registrable Securities"); and
(ii) use its reasonable best efforts to include in such
registration (and any related qualification under blue sky laws or other
compliance) and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made by the Subscriber
and received by the Company within fifteen (15) days after the written notice
from the Company described in clause (i) above is mailed or delivered by the
Company, which written request may specify the inclusion of all or a part of
such the Subscriber's Registrable Securities.
The provisions of this Section 4.1 shall not apply to any registration
relating solely to employee benefit plans (as defined under Rule 405 under the
Securities Act), or a registration relating solely to a Rule 145 transaction, or
a registration on any registration form that does not permit secondary sales, or
a registration made under Rule 462(b) under the Securities Act.
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5. Understandings.
Subscriber understands, acknowledges and agrees with the Company and the
Placement Agent as follows:
5.1 Subscriber hereby acknowledges and agrees that upon notice of
acceptance from the Company and Placement Agent pursuant to this Agreement, the
Subscription hereunder is irrevocable by Subscriber, that, except as required by
law, Subscriber is not entitled to cancel, terminate or revoke this Agreement or
any agreements of Subscriber hereunder and that this Subscription Agreement and
such other agreements shall survive the death or disability of Subscriber and
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, legal representatives
and permitted assigns. If Subscriber is more than one person, the obligations of
Subscriber hereunder shall be joint and several among the Subscriber and the
agreements, representations, warranties and acknowledgments herein contained
shall be deemed to be made by and be binding upon each such person and his or
her heirs, executors, administrators, successors, legal representatives and
permitted assigns.
5.2 No federal or state agency has made any findings or determination
as to the fairness of the terms of this Offering for investment nor any
recommendations or endorsement of the Common Stock.
5.3 No person or entity acting on behalf, or under the authority, of
Subscriber is or will be entitled to any broker's, finder's or similar fee or
commission in connection with this Subscription.
5.4 Subscriber acknowledges that the information furnished in this
Agreement by the Company or the Placement Agent to Subscriber or its advisers in
connection with the Offering, is confidential and nonpublic and agrees that all
such written information which is material and not yet publicly disseminated by
the Company shall be kept in confidence by Subscriber and neither used by
Subscriber for Subscriber's personal benefit (other than in connection with this
Subscription), nor disclosed to any third party for any reason.
6. Miscellaneous.
6.1 Except as set forth elsewhere herein, any notice or demand to be
given or served in connection herewith shall be deemed to be sufficiently given
or served for all purposes by being sent as registered or certified mail, return
receipt requested, postage prepaid, in the case of the Company, addressed to it
at the address set forth below:
SYNOVA HEALTHCARE GROUP, INC.
Rose Tree Corporate Center
0000 X. Xxxxxxxxxx Xxxx
Xxxxx 0000, Xxxxxxxx XX
Media, PA 19063
and in the case of Subscriber to the address for correspondence set forth on the
Signature Page.
6.2 This Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of Delaware, and shall be
binding upon Subscriber, Subscriber's heirs, estate, legal representatives,
successors and assigns and shall inure to the benefit of the Company, the
Placement Agent, and their respective successors and assigns. If any provision
of this Agreement is
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invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed to be modified to conform with such statute or
rule of law. Any provision hereof that may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision
hereof.
6.3 This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth herein. This
Agreement supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof.
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EXHIBIT B
PROSPECTUS SUPPLEMENT DATED JUNE 15, 2006
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EXHIBIT C
TERM SHEET
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