Synova Healthcare Group, Inc.Securities Purchase Agreement • September 20th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
This letter is to evidence certain consents, waivers, confirmations and amendments that relate to the following documents: (i) that certain Securities Purchase Agreement dated January 12, 2007 (the “Purchase Agreement”), among Synova Healthcare Group, Inc. (the “Company”), and each of the purchasers (collectively, the “Purchasers”) of the Company’s 6.5% Senior Convertible Promissory Notes due January 12, 2012 (the “Senior Notes”) and related common stock purchase warrants (collectively, the “Warrants”); (ii) that certain Registration Rights Agreement dated January 12, 2007, by and among the Company and certain of the Purchasers signatory thereto (the “Registration Rights Agreement”); (iii) that certain Guarantee Agreement dated January 12, 2007 (the “Guarantee Agreement”), among Synova Healthcare, Inc., Synova Pre-Natal Healthcare, Inc. and Allendale Pharmaceuticals, Inc. (collectively, the “Guarantors”), the Company, and each of the Purchasers, with respect to the Senior Notes; and (i
SECURITY AGREEMENT SYNOVA HEALTHCARE GROUP, INC. September 19, 2007Security Agreement • September 20th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
SECURITY AGREEMENT, dated as of September 19, 2007 (this “Agreement”), among Synova Healthcare Group, Inc., a Nevada corporation (the “Company”), and the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holders of the Company’s 6.5% Senior Convertible Promissory Notes, due January 12, 2012, in the original aggregate principal amount of $15,000,000 (the “Senior Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 20th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”), dated as of September 19, 2007, is by and 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”).
FORM OF WARRANT]Warrant Agreement • September 20th, 2007 • Synova Healthcare Group Inc • 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 September 19, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on September 19, 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).
SUPPLEMENT TO GUARANTEE AGREEMENTGuarantee Agreement • September 20th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances
SUPPLEMENT NO. 1, dated as of September 19, 2007, to the GUARANTEE AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), dated as of January 12, 2007, made by 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”, and together with Synova Healthcare, the “Guarantors”, and each individually, a “Guarantor”), to the purchasers signatory hereto (each purchaser including their respective successors, endorsees, transferees and assigns, a “Purchaser”, and collectively, the “Purchasers”).
PATENTS, TRADEMARKS, AND COPYRIGHTS SECURITY AGREEMENTSecurity Agreement • September 20th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
This Patents, Trademarks, and Copyrights Security Agreement (“Agreement”) is made as of the 19th day of September, 2007, by Synova Healthcare, Inc., a Delaware corporation, and Todays Womencare Company, a Delaware corporation (collectively, the “Companies”), with each having a chief executive office located at 1400 North Providence Road, Suite 6010, Media, Pennsylvania 19063, and delivered to the holders of the 6.5% Senior Convertible Promissory Notes, due January 12, 2012, in the original aggregate principal amount of $15,000,000 (the “Senior Notes”), of Synova Healthcare Group, Inc. (“Parent”), signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
