SECURITY AGREEMENT SYNOVA HEALTHCARE GROUP, INC. September 19, 2007Security Agreement • November 19th, 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”).
Synova Healthcare Group, Inc.Reimbursement Agreement • November 19th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances
This letter evidences our agreement that upon (i) closing of the transactions contemplated by that certain Securities Purchase Agreement, dated as of the date hereof, among Synova Healthcare Group, Inc. and the various investors identified therein, and (ii) delivery of the waiver, consent and amendment we have solicited from you in respect of such transactions, Synova Healthcare Group, Inc. shall reimburse you (or, at your direction, pay on your behalf directly to your law firm) your actual legal expenses incurred in connection with Plainfield’s consent to such Securities Purchase Agreement and the related transactions, not to exceed $35,000.
SECOND AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT Between NORWICH PHARMACEUTICALS, INC. And ALLENDALE PHARMACEUTICALS, INC. For US FDA APPROVED TODAY SPONGEContract Manufacturing Agreement • November 19th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • New York
THIS SECOND AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT (“Agreement”) is made this 27th day of August, 2007 (the “Agreement Date”), by and between ALLENDALE PHARMACEUTICALS, INC. (hereinafter known as “Allendale”), a Delaware corporation with a principal place of business at 1400 N. Providence Road, Building 2, Suite 6010, Media, PA 19063, and NORWICH PHARMACEUTICALS, INC. (hereinafter known as “NPI”), a Delaware corporation with a principal place of business at 6826 State Highway 12, Norwich, NY 13815.
Attention: Mr. Philip C. Marchal Director, Equity Capital Markets Re: Letter Agreement (the “Letter Agreement”) dated August 10, 2006 between Synova Healthcare Group, Inc. (“Synova”) and BMO Capital Markets Corp. (“BMO”), as the Letter Agreement...Letter Agreement • November 19th, 2007 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances
Reference is hereby made to the above-referenced Letter Agreement. In connection with the closing of a $15 million private placement by Synova of its 6.5% Senior Convertible Notes in which BMO acted as Synova’s exclusive placement agent, this letter is to confirm our mutual understanding as follows:
SUPPLEMENT TO GUARANTEE AGREEMENTGuarantee Agreement • November 19th, 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”).
