COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of SYNOVA HEALTHCARE GROUP, INC.Synova Healthcare Group Inc • January 17th, 2007 • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 12, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on January 12, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from, Synova Healthcare Group, Inc. (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 12, 2007, by and among Synova Healthcare Group, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2007, among Synova Healthcare Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SYNOVA HEALTHCARE GROUP, INC.Synova Healthcare Group Inc • January 17th, 2007 • In vitro & in vivo diagnostic substances
THIS NOTE is one of a series of duly authorized and issued notes of Synova Healthcare Group, Inc., a Nevada corporation (the “Company”), designated as its 6.5% Senior Convertible Promissory Notes due January 12, 2012, in the original aggregate principal amount of fifteen million dollars ($ ) (collectively, the “Notes” and each Note comprising the Notes, a “Note”).
LOCK-UP AGREEMENTLock-Up Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into on January 12, 2007 between the stockholder set forth on the signature page to this Agreement (the “Holder”) and Synova Healthcare Group, Inc. a Nevada corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT To Purchase 2,200,000 Shares of Common Stock of SYNOVA HEALTHCARE GROUP, INC.Common Stock Purchase Warrant • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CASTLERIGG MASTER INVESTMENTS LTD. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 12, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on January 12, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from, Synova Healthcare Group, Inc. (the “Company”), up to 2,200,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENTEscrow Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • Delaware
THIS ESCROW AGREEMENT is made and entered into as of this 12th day of January, 2007, by and among Synova Healthcare Group, Inc., a Nevada corporation (“Parent”), George Votis, an individual with offices located at 655 Madison Avenue, 20th Floor, New York, NY 10021 (“Stockholders’ Representative”), Galt Industries, Inc., a Delaware corporation with offices located at 655 Madison Avenue, 20th Floor, New York, NY 10021 (“Galt”), Gene Detroyer, an individual residing at 357 East 57th Street, Apt. 14B, New York, NY 10022, ( “Detroyer”), Robert Staab, an individual residing at 30 Neck Road, Old Lyne, CT 06372 (“Staab” and, together with Galt and Detroyer, collectively, the “Indemnifying Shockholders”) and Blank Rome LLP (the “Escrow Agent”).
SYNOVA HEALTHCARE GROUP, INC. Rose Tree Corporate CenterEmployment Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances
We refer you to the Employment Agreement dated February 10, 2005 (the “Employment Agreement”) among you, Synova Healthcare Group, Inc. (“Group”), and Synova Healthcare, Inc. (the “Company”). Group intends to enter into an Agreement and Plan of Merger (“Merger Agreement”), dated on or about January 12, 2007, with Allendale Pharmaceuticals, Inc. (“Allendale”). Under the Merger Agreement, Group will add Mr. George Votis to the board of directors.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • Delaware
This Agreement is made pursuant to the Agreement and Plan of Merger, dated as of the date hereof among the Company, the Holder and certain other parties thereto (the “Merger Agreement”).
SYNOVA HEALTHCARE GROUP, INC. Rose Tree Corporate CenterEmployment Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances
We refer you to the Employment Agreement dated February 10, 2005 (the “Employment Agreement”) among you, Synova Healthcare Group, Inc. (“Group”), and Synova Healthcare, Inc. (the “Company”). Group intends to enter into an Agreement and Plan of Merger (“Merger Agreement”), dated on or about January 12, 2007, with Allendale Pharmaceuticals, Inc. (“Allendale”). Under the Merger Agreement, Group will add Mr. George Votis to the board of directors.
Synova Healthcare Group, Inc.Synova Healthcare Group Inc • January 17th, 2007 • In vitro & in vivo diagnostic substances
This letter evidences our agreement that upon closing of, and your funding under, the financing contemplated by that certain Securities Purchase Agreement, dated as of the date hereof, among Synova Healthcare Group, Inc., Synova Healthcare, Inc., Synova Pre-Natal, Inc. and the various investors identified therein, Synova Healthcare Group, Inc. shall reimburse you (or, at your written direction, pay on your behalf) your actual legal expenses incurred in connection with such Securities Purchase Agreement, not to exceed $10,000.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SYNOVA HEALTHCARE GROUP, INC., SYNOVA 2006 ACQUISITION CORP., ALLENDALE PHARMACEUTICALS, INC. AND GALT INDUSTRIES, INC., GENE DETROYER AND ROBERT STAAB JANUARY 12, 2007Agreement and Plan of Merger • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 12, 2007 (this “Agreement”), is by and among Synova Healthcare Group, Inc., a Nevada corporation (“Parent”) , Allendale Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Synova 2006 Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and, for certain limited purposes, Gene Detroyer, an individual residing at 357 East 57th Street, Apt. 14B, New York, NY 10022 (“Detroyer”) and Robert Staab, an individual residing at 30 Neck Road, Old Lyne, CT 06372 (“Staab”), and Galt Industries, Inc. a Delaware corporation with offices located at 655 Madison Avenue, 24th Floor, New York, NY 16021 (“Galt” and together with Detroyer and Staab, collectively, the “Stockholders”).
Synova Healthcare Group, Inc.Synova Healthcare Group Inc • January 17th, 2007 • In vitro & in vivo diagnostic substances
This letter evidences our agreement that upon closing of, and your funding under, the financing contemplated by that certain Securities Purchase Agreement, dated as of the date hereof, among Synova Healthcare Group, Inc., Synova Healthcare, Inc., Synova Pre-Natal, Inc. and the various investors identified therein, Synova Healthcare Group, Inc. shall reimburse you (or, at your written direction, pay on your behalf) your actual legal expenses incurred in connection with such Securities Purchase Agreement, not to exceed $10,000.
GUARANTEE AGREEMENTGuarantee Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
GUARANTEE AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), dated as of January 12, 2007, among Synova Healthcare Group, Inc., a Nevada corporation (the “Company”), Synova Healthcare, Inc., a Delaware corporation (“Synova Healthcare”), Synova Pre-Natal Healthcare, Inc., a Delaware corporation (“Synova Pre-Natal”), each Subsidiary of the Company which becomes a party hereto in accordance with Article 14, (each such Subsidiary together with Synova Healthcare and Synova Pre-Natal, collectively, the “Guarantors”, and each individually, a “Guarantor”), and the purchasers signatory hereto (each purchaser including their respective successors, endorsees, transferees and assigns, a “Purchaser”, and collectively, the “Purchasers”).
Synova Healthcare Group, Inc. Media, PA 19603 Attention: Stephen E. King Dear Mr. King:Synova Healthcare Group Inc • January 17th, 2007 • In vitro & in vivo diagnostic substances
This letter confirms the agreement of Synova Healthcare Group. Inc. (the “Company”) to retain BMO Capital Markets Corp. (“BMO,” or the “Placement Agent”) as the Company’s exclusive placement agent to introduce the Company to certain investors (the “Investors”) as prospective purchasers of the Company’s common stock, warrants to purchase common stock, preferred stock, convertible notes (collectively referred to in this letter as the “Securities”), in connection with a possible private placement (the “Transaction”).
LICENSE AGREEMENTLicense Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
THIS AGREEMENT is made as of January 12, 2007, by and between Allendale Laboratories, Inc. (“Licensor”), a New Jersey corporation, with an office at 30 Neck Road, Old Lyme, CT and Synova Healthcare Group, Inc. (“Licensee”), a Delaware corporation, with an office at 1400 N. Providence Road, Suite 6010, Building II, Media, Pennsylvania 19063.
Allendale Pharmaceuticals, Inc.Synova Healthcare Group Inc • January 17th, 2007 • In vitro & in vivo diagnostic substances
This letter confirms our agreement with regard to the coated condom patent application (the “Patent Application[s]”) and all related technology (together with the Patent Application[s], the “Technology”). By signing this letter, you (a) confirm that Allendale Pharmaceuticals Inc., a Delaware corporation (the “Company”), is the sole owner of the entire interest represented by the Technology and that you have no claim to ownership of the Technology, (b) agree to take any and all actions requested by the Company to make sure the Technology has been properly assigned to the Company, and (c) agree to continue to fulfill your duties as an inventor in the prosecution of the Patent Application[s] and development of the Technology.
CONSULTING AGREEMENTConsulting Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • Pennsylvania
BACKGROUND: Pursuant to an Agreement and Plan of Merger dated as of January 12, 2007 (the “Merger Agreement”), Synova 2006 Acquisition Corp., (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Synova Healthcare Group, Inc., a Nevada corporation (“Parent”), is merging on the date hereof with and into the Company (“Merger”). Consultant was an officer of the Company immediately prior to the Merger, and pursuant to Section 5.3(b) of the Merger Agreement, as a condition to the obligations of the Parent and Merger Sub under the Merger Agreement, Consultant and the Company are entering into this Consulting Agreement (the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • Pennsylvania
BACKGROUND: Pursuant to an Agreement and Plan of Merger dated as of January 12, 2007 (the “Merger Agreement”), Synova 2006 Acquisition Corp., (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Synova Healthcare Group, Inc., a Nevada corporation (“Parent”), is merging on the date hereof with and into the Company (“Merger”). Executive was an officer of the Company immediately prior to the Merger, and pursuant to Section 5.3(b) of the Merger Agreement, as a condition to the obligations of the Parent and Merger Sub under the Merger Agreement, Executive and the Company are entering into this Employment Agreement (the “Agreement”).
