SYNOVA HEALTHCARE GROUP, INC.Synova Healthcare Group Inc • February 26th, 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 ($15,000,000) (collectively, the “Notes” and each Note comprising the Notes, a “Note”).
ESCROW AGREEMENTEscrow Agreement • February 26th, 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 Lyme, CT 06372 (“Staab” and, together with Galt and Detroyer, collectively, the “Indemnifying Shockholders”) and Blank Rome LLP (the “Escrow Agent”).
COMMON STOCK PURCHASE WARRANT To Purchase 324,500 Shares of Common Stock of SYNOVA HEALTHCARE GROUP, INC.Common Stock Purchase Warrant • February 26th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Galt Industries, Inc., a Delaware corporation (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 324,500 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).
