Contract

Exhibit 4.20 ———— SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this Agreement”), is made andentered into as of April __, 2006, by and among Synova Healthcare Group, Inc., aNevada corporation (the “Company”), and the purchaser or purchasers signatoryhereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”). BACKGROUND WHEREAS, subject to the terms and conditions set forth in thisAgreement, and pursuant to Section 4(2) of the Securities Act (as definedbelow), Rule 506 promulgated thereunder, and/or Regulation S (defined below),the Company desires to issue and sell to each Purchaser, and each Purchaser,severally and not jointly, desires to purchase from the Company units (the”Units”) at a price of $50,000 per Unit. Each Unit consists of (i) 33,333 sharesof Common Stock and (ii) a Warrant to purchase 16,666 shares of Common Stock atan exercise price of $2.50 per share. NOW, THEREFORE, in consideration of the mutual promises of the partieshereto and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to be legally boundhereby, the parties agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions, In addition to the terms defined elsewhere in thisAgreement, for all purposes of this Agreement, the following terms have themeanings indicated in this Section 1.1: “Affiliate” means, with respect to any Person, any Person that,directly or indirectly through one or more intermediaries, controls or iscontrolled by or is under common control with such Person as such terms are usedin and construed under Rule 144. With respect to a Purchaser, any investmentfund or managed account that is managed on a discretionary basis by the sameinvestment manager as such Purchaser will be deemed to be an Affiliate of suchPurchaser. “Closing” means the consummation of the purchase and sale ofthe Units pursuant to Section 2.1. “Closing Date” means the Trading Day when all of theTransaction Documents and other deliverables have been executed and delivered bythe applicable parties thereto, which for investors purchasing securities inthis offering shall be no later than April 28, 2006. “Commission” means the Securities and Exchange Commission. “Common Stock” means the common stock of the Company, par value$.001 per share, and any securities into which such common stock may hereafterbe reclassified. “Common Stock Equivalents” means any securities of the Companyor the Subsidiaries which would entitle the holder thereof to acquire at anytime Common Stock, including without limitation, any debt, preferred stock,rights, options, warrants or other instrument that is at any time convertibleinto or exchangeable for, or otherwise entitles the holder thereof to receive,Common Stock. “Exempt Issuance” means the issuance of (a) shares of CommonStock or Common Stock Equivalents to employees, officers or directors of theCompany pursuant to any equity incentive plan in effect on the date hereof orduly adopted by a majority of the non-employee members of the Board of Directorsof the Company or a majority of the members of a committee of non-employeedirectors established for such purpose, (b) securities upon the exercise orconversion of any securities issued hereunder or convertible securities, optionsor warrants issued and outstanding on the date of this Agreement, provided thatsuch securities have not been amended since the date of this Agreement toincrease the number of such securities, and (c) securities issued pursuant toacquisitions or strategic transactions approved by the Board of Directors of theCompany. “Exchange Act” means the Securities Exchange Act of 1934, asamended. “Liens” means a lien, charge, security interest, encumbrance,right of first refusal, preemptive right or other similar restriction. “Material Adverse Effect” shall have the meaning ascribed tosuch term in Section 3.1(a). “Person” means an individual or corporation, partnership,trust, incorporated or unincorporated association, joint venture, limitedliability company, joint stock company, government (or an agency or subdivisionthereof) or other entity of any kind. “Placement Agents” means G.M. Capital Partners, Ltd. and OceanaPartners LLC. “Proceeding” means an action, claim, suit, investigation orproceeding (including, without limitation, an investigation or partialproceeding, such as a deposition). “Registration Rights Agreement” means the Registration RightsAgreement, dated as of the date of this Agreement, among the Company and eachPurchaser, in substantially the form of Exhibit C hereto, as such agreement maybe amended from time to time. “Registration Statement” means a registration statement meetingthe requirements set forth in the Registration Rights Agreement and covering theresale by the Purchasers of the Shares and the Warrant Shares. “Regulation S” means Regulation S promulgated under theSecurities Act. “Rule 144” means Rule 144 promulgated by the Commissionpursuant to the Securities Act, as such Rule may be amended from time to time,or any similar rule or regulation hereafter adopted by the Commission havingsubstantially the same effect as such Rule. “Securities” means the Shares, the Warrants and the WarrantShares. “Securities Act” means the Securities Act of 1933, as amended. “Subscription Amount” means, as to each Purchaser, the amountsset forth below such Purchaser’s signature block on the signature page hereto,or on the omnibus signature page provided by Section 2.4 hereof, in UnitedStates dollars and in immediately available funds. “Trading Day” means a day on which the Common Stock is tradedon a trading market. If the Common Stock is not listed or quoted for trading onany trading market on the date in question, then Trading Day shall mean businessday. 2 “Trading Market” means the following markets or exchanges onwhich the Common Stock is listed or quoted for trading on the date in question:the Nasdaq SmallCap Market, the American Stock Exchange, the New York StockExchange, the Nasdaq National Market or the OTC Bulletin Board. “Transaction Documents” means this Agreement, the Warrants, theRegistration Rights Agreement and any other documents or agreements executed inconnection with the transactions contemplated hereunder. “Warrants” means the Common Stock Purchase Warrants describedin Section 2.2(a)(iii) and in substantially the form attached hereto as ExhibitA. “Warrant Shares” means the shares of Common Stock issuable uponexercise of the Warrants. ARTICLE II PURCHASE AND SALE 2.1 Closing. On the Closing Date, each Purchaser shall purchasefrom the Company, severally and not jointly with the other Purchasers, and theCompany shall issue and sell to each Purchaser, the Units set forth under eachPurchaser’s name on the signature pages hereto. Upon execution of this Agreementby the parties, the Closing shall occur at the offices of the Company or suchother location as the parties shall mutually agree. Investments are not bindingon the Company until accepted and the Company may reject Purchaser’ssubscriptions, in whole or in part, in its sole discretion and for any reason(or no reason). 2.2 Deliveries. (a) On the Closing Date, the Company shall deliver orcause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a certificate, evidencing 33,333 Shares of CommonStock registered in the name of such Purchaser, for each Unit purchased by suchPurchaser; (iii) a Warrant, registered in the name of suchPurchaser, exercisable immediately upon issuance for a term of 5 years afterissuance, pursuant to which such Purchaser shall have the right to acquire, foreach Unit purchased by such Purchaser, 16,666 shares of Common Stock at anexercise price of two dollars and fifty cents ($2.50) per share, subject toadjustment as provided therein; and (iv) the Registration Rights Agreement duly executedby the Company. (b) On the Closing Date, each Purchaser shall deliver, or causeto be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wiretransfer; and (iii) the Registration Rights Agreement duly executedby such Purchaser. 3 2.3 Irrevocable Commitments. Prior to the Closing Date, thePurchasers may deliver (i) executed signature pages to this Agreement and theother Transaction Documents to the Placement Agents (who will deliver suchsignature pages to the Company) and (ii) their respective Subscription Amounts,by wire transfer to the account provided below, to the Company. Each Purchaseracknowledges and agrees that, subject to applicable law, their commitments topurchase Units hereunder will be irrevocable upon delivery of their SubscriptionAmounts (and signature pages to the Transaction Documents) as provided above.Unless an alternative payment method is agreed to by the Company, allSubscription Amounts should be delivered by the Purchasers to the Company bywire transfer of immediately available funds to the following account: Wachovia Bank, N.A. ABA#: 031201467 SWIFT #: PNBPUS33 Credit: Synova Healthcare, Inc. Account: #2000012967304 2.4 Omnibus Signature Page. The execution and delivery by theparties of an omnibus signature page specifically provided by the Company forsuch purpose shall be deemed to satisfy all requirements to execute and deliverthis Agreement as set forth in Section 2.2 hereof. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties of the Company. The Companyhereby makes the representations and warranties set forth below to eachPurchaser. (a) Organization and Qualification. The Company is an entityduly incorporated, validly existing and in good standing under the laws of itsstate of incorporation, with the requisite power and authority to own and useits properties and assets and to carry on its business as currently conducted.The Company is not in violation or default of any of the provisions of itsarticles of incorporation or bylaws. The Company is duly qualified to conductits business and is in good standing as a foreign corporation in eachjurisdiction in which the nature of the business conducted or property owned byit makes such qualification necessary, except where the failure to be soqualified or in good standing, as the case may be, could not reasonably beexpected to result in (i) a material adverse effect on the legality, validity orenforceability of any Transaction Document, (ii) a material adverse effect onthe results of operations, assets, business or financial condition of theCompany, or (iii) a material adverse effect on the Company’s ability to performin any material respect on a timely basis its obligations under any TransactionDocument (any of (i), (ii) or (iii), a “Material Adverse Effect”), and noProceeding has been instituted in any such jurisdiction revoking, limiting orcurtailing or seeking to revoke, limit or curtail such power and authority orqualification. (b) Authorization: Enforcement. The Company has the requisitecorporate power and authority to enter into and to consummate the transactionscontemplated by each of the Transaction Documents and otherwise to carry out itsobligations thereunder. The execution and delivery of each of the TransactionDocuments by the Company and the consummation by it of the transactionscontemplated thereby have been duly authorized by all necessary action on thepart of the Company and no further corporate authorization is required by theCompany in connection therewith, other than in connection with the requiredapproval noted in Section 3.1(d) below. Each Transaction Document has been (orupon delivery will have been) duly executed by the Company and, when deliveredin accordance with the terms hereof, will constitute the valid and bindingobligation of the Company enforceable against the Company in accordance with itsterms except (i) as limited by applicable bankruptcy, insolvency,reorganization, moratorium and other laws of general application affectingenforcement of creditors’ rights generally and (ii) as limited by laws relatingto the availability of specific performance, injunctive relief or otherequitable remedies. 4 (c) No Conflicts. The execution, delivery and performance ofthe Transaction Documents by the Company, the issuance and sale of the Units andthe consummation by the Company of the other transactions contemplated therebydo not and will not (i) conflict with or violate any provision of the Company’scertificate of incorporation or bylaws, or (ii) conflict with, or constitute adefault (or an event that with notice or lapse of time or both would become adefault) under, or give to others any rights of termination, amendment,acceleration or cancellation (with or without notice, lapse of time or both) of,any material agreement, credit facility, debt or other instrument (evidencing aCompany debt or otherwise) or other agreement to which the Company is a party orby which any material property or material asset of the Company is bound, or(iii) subject to the required approval noted in Section 3.1(d), conflict with orresult in a violation of any law, rule, regulation, order, judgment, injunction,decree or other restriction of any court or governmental authority to which theCompany is subject, or by which any material property or material asset of theCompany is bound, except, in each case, as could not reasonably be expected toresult in a Material Adverse Effect. (d) Filings, Consents and Approvals. The Company is notrequired to obtain any consent, waiver, authorization or order of, give anynotice to, or make any filing or registration with, any court or other federal,state, local or other governmental authority or other Person in connection withthe execution, delivery and performance by the Company of the TransactionDocuments, other than the filing of Form D with the Commission and such filingsas are required to be made under applicable state securities laws. (e) Issuance of the Securities. The Warrants are dulyauthorized and, when issued and paid for in accordance with the TransactionDocuments, will be validly issued, fully paid and nonassessable, free and clearof all Liens, other than restrictions provided for in the Transaction Documentsand applicable securities laws. The Warrant Shares, when issued in accordancewith the terms of the Transaction Documents, will be validly issued, fully paidand nonassessable, free and clear of all Liens imposed by the Company other thanrestrictions provided for in the Transaction Documents and applicable securitieslaws. The Company has reserved from its duly authorized capital stock themaximum number of shares of Common Stock issuable pursuant to this Agreement andthe Warrants. (f) Certain Fees. Except for any fees that may be payable tothe Placement Agents, no brokerage or finder’s fees or commissions are or willbe payable by the Company to any broker, financial advisor or consultant,finder, placement agent, investment banker, bank or other Person with respect tothe transactions contemplated by this Agreement. The Purchasers shall have nodirect obligation with respect to any fees or with respect to any claims made byor on behalf of other Persons for fees of a type contemplated in this Sectionthat may be due in connection with the transactions contemplated by thisAgreement. 3.2 Representations and Warranties of the Purchasers Each Purchaserhereby, for itself and for no other Purchaser, represents and warrants as of thedate hereof and as of the Closing Date to the Company as follows: 5 (a) Organization: Authority. Such Purchaser, if not a naturalperson, is an entity duly organized, validly existing and in good standing underthe laws of the jurisdiction of its organization with full right, corporate orpartnership power and authority to enter into and to consummate the transactionscontemplated by the Transaction Documents and otherwise to carry out itsobligations thereunder. The execution, delivery and performance by suchPurchaser of the transactions contemplated by this Agreement have been dulyauthorized by all necessary corporate or similar action on the part of suchPurchaser. Each Transaction Document to which a Purchaser is a party has beenduly executed by such Purchaser, and, subject to Section 2.3, when delivered bysuch Purchaser in accordance with the terms hereof, will constitute the validand legally binding obligation of such Purchaser, enforceable against suchPurchaser in accordance with its terms, except (i) as limited by generalequitable principles and applicable bankruptcy, insolvency, reorganization,moratorium and other laws of general application affecting enforcement ofcreditors’ rights generally and (ii) as limited by laws relating to theavailability of specific performance, injunctive relief or other equitableremedies. (b) Purchaser Representation. Such Purchaser understands thatthe Securities are “restricted securities” and have not been registered underthe Securities Act or any applicable state securities law and is acquiring theSecurities as an investment as principal for its own account and not with a viewto or for distributing or reselling such Securities or any part thereof, has nopresent intention of distributing any of such Securities and has no arrangementor understanding with any other Persons regarding the distribution of suchSecurities (this representation and warranty not limiting such Purchaser’s rightto sell the Securities pursuant to the Registration Statement or otherwise incompliance with applicable federal and state securities laws). Such Purchaser isacquiring the Securities hereunder in the ordinary course of its business. SuchPurchaser does not have any agreement or understanding, directly or indirectly,with any Person to distribute any of the Securities. (c) Purchaser Status. At the time such Purchaser was offeredthe Securities, it was, and at the date hereof it is, and on each date on whichit exercises any Warrants, it will be either: (i) an “accredited investor” asdefined in Rule 501(a) under the Securities Act, or (ii) a “qualifiedinstitutional buyer” as defined in Rule 144A(a) under the Securities Act. SuchPurchaser is not required to be registered as a broker-dealer under Section 15of the Exchange Act. Each Person who is purchasing pursuant to Regulation Spromulgated by the Commission under the Securities Act represents that he, sheor it is not a “U.S. Person” as that term is defined in Regulation S and agreesto be bound by all of the terms and conditions of Regulation S. (d) Experience of Purchaser. Purchaser, either alone ortogether with its representatives, has such knowledge, sophistication andexperience in business and financial matters so as to be capable of evaluatingthe merits and risks of the prospective investment in the Securities, and has soevaluated the merits and risks of such investment. Such Purchaser is able tobear the economic risk of an investment in the Securities and, at the presenttime, is able to afford a complete loss of such investment. (e) General Solicitation. Such Purchaser is not purchasing theSecurities as a result of any advertisement, article, notice or othercommunication regarding the Securities published in any newspaper, magazine orsimilar media or broadcast over television or radio or presented at any seminaror any other general solicitation or general advertisement. (f) Relationship to Company; Access to Information. ThePurchaser has a preexisting personal or business relationship with the Companyor its officers, directors or controlling persons, and, by reason of Purchaser’sbusiness or financial experience, the Purchaser has the capacity and has takenall steps necessary to protect the Purchaser’s own interests in connection withan investment in the Securities. The Purchaser has received and read or reviewedwith his purchaser representative, if any, and represents that he is familiarwith this Agreement, the other Transaction Documents and the other documentsdelivered to the Purchaser as part of the offering of the Securities. TheCompany has made available to the Purchaser such information and documentsregarding the Company as Purchaser deems necessary to enable it to make aninformed decision concerning the purchase of the Securities and the Company hasprovided answers to all of Purchaser’s questions relating to this investment inthe Securities. The Purchaser acknowledges that no federal or state agency hasmade any finding or determination as to the fairness of the offering forinvestment or any recommendation or endorsement of the Securities. 6 (g) Purchaser’s Liquidity. The Purchaser has adequate means ofproviding for the Purchaser’s current needs and personal contingencies and hasno need for liquidity in connection with the investment in the Securities. ThePurchaser acknowledges that the Purchaser must bear the economic risk ofinvestment in the Securities for an indefinite period of time, and that thePurchaser could sustain a loss of the Purchaser’s entire investment in theSecurities without materially impairing the Purchaser’s financial wherewithal.The Purchaser’s overall commitment to investments which are not readilymarketable is not disproportionate to the net worth of the Purchaser, and thePurchaser’s investment in the Securities will not cause such overall commitmentto become excessive. (h) Special Representations for Regulation S Purchasers. EachPurchaser who is purchasing Securities hereunder pursuant to Regulation Spromulgated by the Commission under the Securities Act hereby makes thefollowing additional representations and warranties to the Company: (i) It understands and acknowledges that the Securitieshave not been registered under the Securities Act or any other applicablesecurities laws, and the Securities may not be sold or otherwise transferredexcept in compliance with the registration requirements of the Securities Actand any other applicable securities law or pursuant to an exemption therefromand in each case in compliance with the conditions for transfer set forth in(ii) below. (ii) It is a person that, at the time the buy order for theSecurities was originated, and this Agreement was executed, was outside theUnited States and was not a U.S. person (and was not purchasing for the accountor benefit of a U.S. person) within the meaning of Regulation S. (iii) It acknowledges that it will offer, sell or otherwisetransfer the Securities, prior to the date which is two years after the later ofthe original issue date hereof and the last date on which the Company or anyaffiliate of the Company was the owner of any of the Securities (or anypredecessor of the Securities), only (A) to the Company, (B) pursuant to aregistration statement that has been declared effective under the SecuritiesAct, (C) pursuant to offers and sales that occur outside the United Stateswithin the meaning of Regulation S under the Securities Act in a transactionmeeting the Requirements of Rule 904 under the Securities Act, or (D) pursuantto another available exemption from the registration requirements of theSecurities Act, subject to the Company’s right prior to any offer, sale ortransfer pursuant to clause (C) or (D) to require the delivery of an opinion ofcounsel, certificates and/or other information reasonably satisfactory to theCompany. (iv) It agrees that it will not engage in hedgingtransactions involving the Securities unless such transactions are in compliancewith the Securities Act. (v) If it is a “dealer” or a person “receiving a sellingconcession fee or other remuneration” within the meaning of Regulation S underthe Securities Act, it acknowledges that until the expiration of the one-year”restricted period” within the meaning of Rule 903 of Regulation S under theSecurities Act, any offer or sale of the Securities shall not be made by it to aU.S. person or for the account or benefit of a U.S. person within the meaning ofRule 902(k) of the Securities Act. (vi) It acknowledges that the Company and others will relyupon the truth and accuracy of the foregoing representations, warranties andagreements and agrees that, if any of the representations, warranties andagreements made by Purchaser of the Securities are no longer accurate, it shallpromptly notify the Company. 7 (i) Indemnification Representations of Purchaser. EachPurchaser represents and warrants that none of the representations or warrantiesmade by the Purchaser herein (“Purchaser Statements”) contain any false ormisleading statement or omit to state a material fact. The Purchaser shallindemnify the Company to the extent the Company incurs or suffers any damage,expenses, loss, claim, judgment or liability resulting from the Company’sreliance upon any Purchaser Statement that is false or misleading. (j) Additional Representations and Warranties of Purchasers. Each Purchaser represents and warrants that: (i) Purchaser has received and has had the opportunity toreview the Company’s Form 10-KSB for the year ended December 31, 2005, filedwith the Commission on April 17, 2006, attached hereto as Exhibit B; (ii) Purchaser has been furnished with all additionaldocuments and information which Purchaser has requested; (iii) Purchaser has had the opportunity to ask questionsof, and received answers from, the Company concerning the Company and theSecurities and to obtain any additional information necessary to verify theaccuracy of the information furnished; (iv) Purchaser has relied only on the foregoing informationand documents in determining to make an investment in the Securities; (v) The documents and information furnished by the Companyto the Purchasers in connection with the offering of the Securities do notconstitute investment, accounting, legal or tax advice, and Purchaser is relyingon its own professional advisers for such advice; (vi) All documents, records and books pertaining toPurchaser’s investment have been made available for inspection by Purchaser andby Purchaser’s attorney, and/or Purchaser’s accountant and/or Purchaser’spurchaser representative; (vii) Purchaser understands, acknowledges and agrees thatthe Company is relying solely upon the representations and warranties of thePurchasers made herein in determining to sell Purchaser the Securities; (viii) The Purchaser has not paid or given any commissionor other remuneration in connection with the purchase of the Securities; (ix) The Purchaser understands the meaning and legalconsequences of the foregoing representations and warranties, The Purchasercertifies that each of the foregoing representations and warranties is true andcorrect as of the date hereof and shall survive the execution hereof and thepurchase of the Securities; (x) The Purchaser has not traded in securities of theCompany in violation of Rule 10b-5 under the Exchange Act or any other federalor state insider trading or anti-fraud securities law. 8 ARTICLE IV OTHER AGREEMENTS OF THE PARTIES 4.1 Transfer Restrictions. (a) The Purchasers acknowledge and agree that the Securitiesmay only be disposed of in compliance with state and federal securities laws. Inconnection with any transfer of Securities, the Company may require thetransferor thereof to provide to the Company an opinion of counsel selected bythe transferor and reasonably acceptable to the Company, the form and substanceof which opinion shall be reasonably satisfactory to the Company, to the effectthat such transfer does not require registration of such transferred Securitiesunder the Securities Act. (b) The Purchasers agree to the imprinting, so long as isrequired by this Section 4.1(b), of a legend on any of the Securities insubstantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY, BOTH AS TO SUCH COUNSEL AND THE SUBSTANCE OF SUCH OPINION. (c) Certificates evidencing the Shares and Warrant Shares shallnot contain any legend (including the legend set forth in Section 4.1(b)), (i)following any sale of such Shares or Warrant Shares pursuant to Rule 144, (ii)if such Shares or Warrant Shares are eligible for sale under Rule 144(k), (iii)if such legend is not required under applicable requirements of the SecuritiesAct (including judicial interpretations and pronouncements issued by the Staffof the Commission) and (iv) in the case of (i) and (ii) above, if the registeredowner of such certificate delivers an appropriate representation letter to theCompany and its counsel. The Company agrees that at such time as such legend isno longer required under this Section 4.1(c), it will, no later than threeTrading Days following the delivery by a Purchaser to the Company or theCompany’s transfer agent of a certificate representing Shares or Warrant Shares,as the case may be, issued with a restrictive legend, deliver or cause to bedelivered to such Purchaser a replacement certificate representing suchSecurities that is free from such legends. (d) Each Purchaser, severally and not jointly with the otherPurchasers, agrees that the removal of the restrictive legend from certificatesrepresenting Securities as set forth in this Section 4.1 is predicated upon theCompany’s reliance that the Purchaser will sell any Securities pursuant to theregistration requirements of the Securities Act, including any applicableprospectus delivery requirements, or an exemption therefrom. (e) Notwithstanding anything contained herein to the contrary,and in addition to any other legends required by law or hereunder, Securitiespurchased hereunder in reliance on Regulation S promulgated by the Commissionunder the Securities Act shall be imprinted with a legend in substantially thefollowing form: 9 THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND ARE 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. THESE SECURITIES 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 SECURITY 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 SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), 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 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 BOTH AS TO SUCH COUNSEL AND THE SUBSTANCE OF SUCH OPINION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF FURTHER AGREES NOT TO ENGAGE IN HEDGING TRANSACTIONS INVOLVING THESE SECURITIES UNLESS SUCH TRANSACTIONS MEET THE REQUIREMENTS AND COMPLY WITH THE SECURITIES ACT. Notwithstanding anything contained herein to the contrary, the Companywill not, and is not permitted to, register the transfer of any Securities soldhereunder on the Company’s books or records, unless such Securities have beentransferred in accordance with or pursuant to (A) the provisions of RegulationS, (B) a registration statement declared effective by the Commission or (C)another available exemption from registration under the Securities Act. 4.2 Reservation of Common Stock. As of the date hereof, the Companyhas reserved and the Company shall continue to reserve and keep available at alltimes, free of preemptive rights, a sufficient number of shares of Common Stockfor the purpose of enabling the Company to issue Warrant Shares pursuant to anyexercise of the Warrants. 10 4.3 Equal Treatment of Purchasers. No consideration shall beoffered or paid to any person to amend or consent to a waiver or modification ofany provision of any of the Transaction Documents unless the same considerationis also offered to all of the parties to the Transaction Documents. Forclarification purposes, this provision constitutes a separate right granted toeach Purchaser by the Company and negotiated separately by each Purchaser, andis intended to treat the Company and the Purchasers as a class and shall not inany way be construed as the Purchasers acting in concert or as a group withrespect to the purchase, disposition or voting of Securities or otherwise. 4.4 Participation in Future Financing. From the Closing Date untilsix (6) months after the Effective Date, as such term is defined in theRegistration Rights Agreement, upon any equity financing by the Company of itsCommon Stock or Common Stock Equivalents (a “Subsequent Financing”), eachPurchaser shall have the right to participate, on a pro rata basis, in up to 50%of such Subsequent Financing (the “Participation Maximum”). At least five (5)Trading Days prior to the closing of the Subsequent Financing, the Company shalldeliver to each Purchaser, subject to the Purchaser’s agreement to keep suchinformation confidential, a written notice of its intention to effect aSubsequent Financing (a “Subsequent Financing Notice”), which SubsequentFinancing Notice shall provide a summary of the details of such financing,including, the amount of proceeds intended to be raised thereunder and a generaldescription of the Person(s) with whom such Subsequent Financing is proposed tobe effected. If a Purchaser desires to exercise its rights under this sectionand to participate in such Subsequent Financing, it shall deliver notice to sucheffect to the Company within three (3) Trading Days after the date theSubsequent Financing Notice is delivered. If by 6:30 p.m. (New York City time)on the third Trading Day after delivery of the Subsequent Financing Notice toeach of the Purchasers, notifications by the Purchasers of their willingness toparticipate in the Subsequent Financing is, in the aggregate, less than theParticipation Maximum, then the Company may effect the remaining portion of suchParticipation Maximum (as well as the remaining portion of the SubsequentFinancing) on the terms and to the Persons set forth in the Subsequent FinancingNotice. If the Company receives no notice from a Purchaser as of such thirdTrading Day, such Purchaser shall be deemed to have notified the Company that itdoes not elect to participate. The Company must provide the Purchasers with asecond Subsequent Financing Notice, and the Purchasers will again have the rightof participation set forth above in this Section 4.4, if the SubsequentFinancing subject to the initial Subsequent Financing Notice is not consummatedfor any reason on the terms set forth in such Subsequent Financing Notice within90 Trading Days after the date of the initial Subsequent Financing Notice.Notwithstanding the foregoing, this Section 4.4 shall not apply in respect of anExempt Issuance. 4.5 Subsequent Equity Sales. (a) Anti-Dilution. If at any time that a Purchaser is stillholding shares of Common Stock purchased hereunder, the Company shall issue(other than Exempt Issuances) any Common Stock or Common Stock Equivalents toany other person or entity at a price per share less than $1.50 (taking intoaccount both the initial price and any exercise price in the case of aconvertible security), without the consent of each Purchaser then holding CommonStock purchased hereunder, then the Company shall issue, for each such occasion,additional shares of Common Stock to each Purchaser then-holding shares ofCommon Stock purchased hereunder so that the weighted average per share purchaseprice of the shares of Common Stock issued to the Purchaser hereunder (of onlythe Common Stock purchased hereunder and still owned by the Purchaser) is equalto such other lower price per share, but not less than the par value of theCommon Stock. The delivery to the Purchaser of the additional shares of CommonStock pursuant to this Section shall be promptly after the closing date of thetransaction giving rise to the requirement to issue additional shares of CommonStock under this Section. For purposes of the issuance and adjustment describedin this paragraph, the issuance of any Common Stock Equivalents shall result inthe issuance of the additional shares of Common Stock upon the issuance of suchCommon Stock Equivalents. If the Company issues additional shares of Common 11Stock to a Purchaser under this Section, such Purchaser shall be entitled to”piggy-back” registration rights with respect to such shares of Common Stockpursuant to, and in accordance with, Section 6(d) of the Registration RightsAgreement; provided, however, that such “piggy-back” registration rights shallnot apply with respect to the Registration Statement. Notwithstanding anythingcontained herein to the contrary, this Section only applies to issuances made bythe Company during the six (6) month period following the Effective Date. Therights of the Purchasers set forth in this Section are in addition to any otherrights the Purchasers have pursuant to this Agreement and any other agreementreferred to or entered into in connection herewith. (b) No Variable Rate Transactions. In addition to thelimitations set forth herein, from the Closing Date until one (1) year after theEffective Date, the Company shall be prohibited from effecting or enter into anagreement to effect any Subsequent Financing involving a “Variable RateTransaction” (as defined below). The term “Variable Rate Transaction” shall meana transaction in which the Company issues or sells any debt or equity securitiesthat are convertible into, exchangeable or exercisable for, or include the rightto receive additional shares of Common Stock at a conversion, exercise orexchange rate or other price that is based upon and/or varies with the tradingprices of or quotations for the shares of Common Stock at any time after theinitial issuance of such debt or equity securities. (c) Subsequent Financing Block. If the purchasers in thisoffering have invested an aggregate of at least $5,000,000 in connection withtheir Unit purchases hereunder, then from the Closing Date until the date thatis six (6) months after the Effective Date, without the consent of Purchaserswho hold in the aggregate more than fifty (50%) percent of Shares purchasedunder this Agreement and then outstanding, the Company shall not issue shares ofCommon Stock or Common Stock Equivalents, other than Exempt Issuances; providedhowever, the six (6) months period shall be extended for the number of TradingDays during such period in which (a) trading in the Common Stock is suspended byany Trading Market, or (b) following the Effective Date, the RegistrationStatement is not effective or the prospectus included in the RegistrationStatement may not be used by the Purchasers for the resale of the Shares andWarrant Shares. ARTICLE V MISCELLANEOUS 5.1 Fees and Expenses. Each party shall pay the fees and expensesof its advisers, counsel, accountants and other experts, if any, and all otherexpenses incurred by such party incident to the negotiation, preparation,execution, delivery and performance of this Agreement. The Company shall pay allstamp and other taxes and duties levied in connection with the sale of theSecurities. 5.2 Entire Agreement. The Transaction Documents, together with theexhibits and schedules thereto, contain the entire understanding of the partieswith respect to the subject matter hereof and supersede all prior agreements andunderstandings, oral or written, with respect to such matters, which the partiesacknowledge have been merged into such documents, exhibits and schedules. 5.3 Notices. Any and all notices or other communications ordeliveries required or permitted to be provided hereunder shall be in writingand shall be deemed given and effective on the earliest of (a) the date oftransmission, if such notice or communication is delivered via facsimile at thefacsimile number set forth on the signature pages attached hereto or email (ifprovided by the Purchaser) to the email address set forth on the signature pageshereto, in each case, prior to 6:30 p.m. (New York City time) on a Trading Day,(b) the next Trading Day after the date of transmission, if such notice orcommunication is delivered via facsimile at the facsimile number set forth onthe signature pages attached hereto or email (if provided by the Purchaser) tothe email address set forth on the signature pages hereto, in each case, on aday that is not a Trading Day or later than 6:30 p.m. (New York City time) onany Trading Day, (c) the second Trading Day following the date of mailing, ifsent by U.S. nationally recognized overnight courier service, or (d) upon actualreceipt by the party to whom such notice is required to be given. The addressfor such notices and communications shall be as set forth on the signature pagesattached hereto. 12 5.4 Amendments: Waivers. No provision of this Agreement may bewaived or amended except in a written instrument signed by the Company andPurchasers holding a majority of the securities purchased hereunder and thenoutstanding. No waiver of any default with respect to any provision, conditionor requirement of this Agreement shall be deemed to be a continuing waiver inthe future or a waiver of any subsequent default or a waiver of any otherprovision, condition or requirement hereof, nor shall any delay or omission ofeither party to exercise any right hereunder in any manner impair the exerciseof any such right. 5.5 Construction. The headings herein are for convenience only, donot constitute a part of this Agreement and shall not be deemed to limit oraffect any of the provisions hereof. The language used in this Agreement will bedeemed to be the language chosen by the parties to express their mutual intent,and no rules of strict construction will be applied against any party. 5.6 Successors and Assigns. This Agreement shall be binding uponand inure to the benefit of the parties and their successors and permittedassigns. The Company may not assign this Agreement or any rights or obligationshereunder without the prior written consent of each Purchaser. 5.7 No Third-Party Beneficiaries. This Agreement is intended forthe benefit of the parties hereto and their respective successors and permittedassigns and is not for the benefit of, nor may any provision hereof be enforcedby, any other Person. 5.8 Governing Law. All questions concerning the construction,validity, enforcement and interpretation of the Transaction Documents shall begoverned by and construed and enforced in accordance with the internal laws ofthe State of Nevada, without regard to the principles of conflicts of lawthereof. Each party hereby irrevocably submits to the exclusive jurisdiction ofthe state and federal courts sitting in the State of Nevada for the adjudicationof any dispute hereunder or in connection herewith or with any transactioncontemplated hereby or discussed herein (including with respect to theenforcement of any of the Transaction Documents), and hereby irrevocably waives,and agrees not to assert in any suit, action or proceeding, any claim that it isnot personally subject to the jurisdiction of any such court, that such suit,action or proceeding is improper or inconvenient venue for such proceeding. Eachparty hereby irrevocably waives personal service of process and consents toprocess being served in any such suit, action or proceeding by mailing a copythereof via registered or certified mail or overnight delivery (with evidence ofdelivery) to such party at the address in effect for notices to it under thisAgreement and agrees that such service shall constitute good and sufficientservice of process and notice thereof Nothing contained herein shall be deemedto limit in any way any right to serve process in any manner permitted by law.The parties hereby waive all rights to a trial by jury. If either party shallcommence an action or proceeding to enforce any provisions of the TransactionDocuments, then the prevailing party in such action or proceeding shall bereimbursed by the other party for its attorneys’ fees and other costs andexpenses incurred with the investigation, preparation and prosecution of suchaction or proceeding. 5.9 Survival. The representations and warranties of the Companyherein shall survive for a period of twelve (12) months after the Closing. 13 5.10 Execution. This Agreement may be executed in two or morecounterparts, all of which when taken together shall be considered one and thesame agreement, and subject to Section 2.3, shall become effective whencounterparts have been signed by each party and delivered to the other party, itbeing understood that both parties need not sign the same counterpart. In theevent that any signature is delivered by facsimile transmission, such signatureshall create a valid and binding obligation of the party executing (or on whosebehalf such signature is executed) with the same force and effect as if suchfacsimile signature page were an original thereof. 5.11 Severability. If any provision of this Agreement is held to beinvalid or unenforceable in any respect, the validity and enforceability of theremaining terms and provisions of this Agreement shall not in any way beaffected or impaired thereby and the parties will attempt to agree upon a validand enforceable provision that is a reasonable substitute therefor, and upon soagreeing, shall incorporate such substitute provision in this Agreement. 5.12 Rescission and Withdrawal Right, Notwithstanding anything tothe contrary contained in (and without limiting any similar provisions of theTransaction Documents, whenever any Purchaser exercises a right, election,demand or option under a Transaction Document and the Company does not timelyperform its related obligations within the periods therein provided, then suchPurchaser may rescind or withdraw, in its sole discretion from time to time upontimely written notice to the Company, any relevant notice, demand or election inwhole or in part without prejudice to its future actions and rights. 5.13 Replacement of Securities. If any certificate or instrumentevidencing any Securities is mutilated, lost, stolen or destroyed, the Companyshall issue or cause to be issued in exchange and substitution for and uponcancellation thereof, or in lieu of and substitution therefor, a new certificateor instrument, but only upon receipt of evidence reasonably satisfactory to theCompany of such loss, theft or destruction and customary and reasonableindemnity, if requested by the Company. The applicants for a new certificate orinstrument under such circumstances shall also pay any reasonable third-partycosts associated with the issuance of such replacement Securities. 5.14 Remedies. In addition to being entitled to exercise all rightsprovided herein or granted by law, including recovery of damages, each of thePurchasers and the Company will be entitled to specific performance under theTransaction Documents. The parties agree that monetary damages may not beadequate compensation for any loss incurred by reason of any breach ofobligations described in the foregoing sentence and hereby agrees to waive inany action for specific performance of any such obligation the defense that aremedy at law would be adequate. 5.15 Independent Nature of Purchasers’ Obligations and Rights. Theobligations of each Purchaser under any Transaction Document are several and notjoint with the obligations of any other Purchaser, and no Purchaser shall beresponsible in any way for the performance of the obligations of any otherPurchaser under any Transaction Document. Nothing contained herein or in anyTransaction Document, and no action taken by any Purchaser pursuant thereto,shall be deemed to constitute the Purchasers as a partnership, an association, ajoint venture or any other kind of entity, or create a presumption that thePurchasers are in any way acting in concert or as a group with respect to suchobligations or the transactions contemplated by the Transaction Document. EachPurchaser shall be entitled to independently protect and enforce its rights,including without limitation, the rights arising out of this Agreement or out ofthe other Transaction Documents, and it shall not be necessary for any otherPurchaser to be joined as an additional party in any proceeding for suchpurpose. Each Purchaser has been represented by its own separate legal counselin their review and negotiation of the Transaction Documents. -SIGNATURE ON NEXT PAGE- 14 IN WITNESS WHEREOF, the parties hereto have caused this SecuritiesPurchase Agreement to be duly executed by their respective authorizedsignatories as of the date first indicated above. Address for Notice: ——————SYNOVA HEALTHCARE GROUP, INC. SYNOVA HEALTHCARE GROUP, INC. Rose Tree Corporate Center 1400 N. Providence RoadBy:______________________________________ Suite 6010, Building II Name: Stephen King Media, PA 19063 Title: Chief Executive OfficerWith a copy to (which shall not constitute notice)BLANK ROME LLPOne Logan SquarePhiladelphia, PA 19103Attention: Alan L. Zeiger, Esquire REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS] 15 [PURCHASER SIGNATURE PAGE TO SYNOVA SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this SecuritiesPurchase Agreement to be duly executed by their respective authorizedsignatories as of the date first indicated above.Name of Investing Entity:_______________________________________________________Signature of Authorized Signatory of Investing Entity:__________________________Name of Authorized Signatory:___________________________________________________Title of Authorized Signatory:__________________________________________________Email Address of Authorized Entity:_____________________________________________Address for Notice of Investing Entity:_________________________________________Address for Delivery of Securities for Investing Entity (if not same as above):,Subscription Amount:___________________________Units:___________________________________________EIN Number:__________________________________ 16