Contract

Exhibit 4.15 EXHIBIT CNEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLEHAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THESECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROMREGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO ANAVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATESECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFERORREASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICHSHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. [ADDITIONAL LEGENDS WILL BEPLACED ON WARRANTS PURCHASED UNDER REGULATION S.] COMMON STOCK PURCHASE WARRANT TO PURCHASE __________ SHARES OF COMMON STOCK OF SYNOVA HEALTHCARE GROUP, INC. THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, forvalue received, _____________ (the “Holder”), is entitled, upon the terms andsubject to the limitations on exercise and the conditions hereinafter set forth,at any time on or after the date of issuance of this Warrant (the “InitialExercise Date”) and on or prior to the five year anniversary of the InitialExercise Date (the “Termination Date”), but not thereafter, to subscribe for andpurchase from Synova Healthcare Group, Inc., a Nevada corporation (the”Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock,par value $.001 per share, of the Company (the “Common Stock”). The purchaseprice of one share of Common Stock (the “Exercise Price”) under this Warrantshall be $3.00. The Exercise Price and the number of Warrant Shares for whichthe Warrant is exercisable shall be subject to adjustment as provided herein.Capitalized terms used and not otherwise defined herein shall have the meaningsset forth in that certain Securities Purchase Agreement (the “PurchaseAgreement”), dated the date hereof among the Company and the purchaserssignatory thereto. 1. Title to Warrant. Prior to the Termination Date and subject tocompliance with applicable laws and Section 7 of this Warrant, this Warrant andall rights hereunder are transferable, in whole or in part, at the office oragency of the Company by the Holder in person or by duly authorized attorney,upon surrender of this Warrant together with the Assignment Form annexed heretoproperly endorsed. No transfer will be effective hereunder unless, and until,the transferee signs an investment letter in form and substance reasonablysatisfactory to the Company. 2. Authorization of Shares. The Company covenants that all WarrantShares which may be issued upon the exercise of the purchase rights representedby this Warrant will, upon exercise of the purchase rights represented by thisWarrant, be duly authorized, validly issued, fully paid and nonassessable andfree from all taxes, liens and charges in respect of the issue thereof (otherthan taxes in respect of any transfer occurring contemporaneously with suchissue). 3. Exercise of Warrant. (a) Exercise of the purchase rights represented by this Warrant maybe made at any time or times on or after the Initial Exercise Date and on orbefore the Termination Date by delivery to the Company of a duly executedfacsimile copy of the Notice of Exercise Form annexed hereto (or such otheroffice or agency of the Company as it may designate by notice in writing to theregistered Holder at the address of such Holder appearing on the books of theCompany); provided, however, within 5 Trading Days of the date said Notice ofExercise is delivered to the Company, the Holder shall have surrendered thisWarrant to the Company and the Company shall have received payment of theaggregate Exercise Price of the shares thereby purchased by wire transfer orcashier’s check drawn on a United States bank. Certificates for shares purchasedhereunder shall be delivered to the Holder within 3 Trading Days from thedelivery to the Company of the Notice of Exercise Form, surrender of thisWarrant and payment of the aggregate Exercise Price as set forth above (“WarrantShare Delivery Date”). This Warrant shall be deemed to have been exercised onthe date the Exercise Price is received by the Company. The Warrant Shares shallbe deemed to have been issued, and Holder or any other person so designated tobe named therein shall be deemed to have become a holder of record of suchshares for all purposes, as of the date the Warrant has been exercised bypayment to the Company of the Exercise Price and all taxes required to be paidby the Holder, if any, pursuant to Section 5 prior to the issuance of suchshares, have been paid. (b) If this Warrant shall have been exercised in part, the Companyshall, at the time of delivery of the certificate or certificates representingWarrant Shares, deliver to Holder a new Warrant evidencing the rights of Holderto purchase the unpurchased Warrant Shares called for by this Warrant, which newWarrant shall in all other respects be identical with this Warrant. (c) The Holder shall not have the right to exercise any portion ofthis Warrant, pursuant to Section 3(a) or otherwise, to the extent that aftergiving effect to such issuance, the Holder (together with the Holder’sAffiliates), would beneficially own in excess of 4.99% of the shares of CommonStock outstanding immediately after giving effect to such issuance. For purposesof the foregoing sentence, the number of shares of Common Stock beneficiallyowned by the Holder and its Affiliates shall include the number of shares ofCommon Stock issuable upon exercise of this Warrant with respect to which thedetermination of such sentence is being made, but shall exclude the number ofshares of Common Stock which would be issuable upon (A) exercise of theremaining, nonexercised portion of this Warrant beneficially owned by the Holderor any of its affiliates and (B) exercise or conversion of the unexercised ornonconverted portion of any other securities of the Company (including, withoutlimitation, any other Warrants) subject to a limitation on conversion or 2exercise analogous to the limitation contained herein beneficially owned by theHolder or any of its affiliates. Except as set forth in the preceding sentence,for purposes of this Section 3(c), beneficial ownership shall be calculated inaccordance with Section 13(d) of the Exchange Act, it being acknowledged byHolder that the Company is not representing to Holder that such calculation isin compliance with Section 13(d) of the Exchange Act and Holder is solelyresponsible for any schedules or other documents required to be filed with theCommission or any other governmental agency in accordance therewith. To theextent that the limitation contained in this Section 3(c) applies, thedetermination of whether this Warrant is exercisable (in relation to othersecurities owned by the Holder) and of which a portion of this Warrant isexercisable shall be in the sole discretion of such Holder, and the submissionof a Notice of Exercise shall be deemed to be such Holder’s determination ofwhether this Warrant is exercisable (in relation to other securities owned bysuch Holder) and of which portion of this Warrant is exercisable, in each casesubject to such aggregate percentage limitation, and the Company shall have noobligation to verify or confirm the accuracy of such determination. For purposesof this Section 3(c), in determining the number of outstanding shares of CommonStock, the Holder may rely on the number of outstanding shares of Common Stockas reflected in (x) the Company’s most recent Form 10-QSB or Form 10-KSB, as thecase may be, (y) a more recent public announcement by the Company or (z) anyother notice by the Company or the Company’s Transfer Agent setting forth thenumber of shares of Common Stock outstanding. Upon the written or oral requestof the Holder, the Company shall within two Trading Days confirm orally and inwriting to the Holder the number of shares of Common Stock then outstanding. Inany case, the number of outstanding shares of Common Stock shall be determinedafter giving effect to the conversion or exercise of securities of the Company,including this Warrant, by the Holder or its affiliates since the date as ofwhich such number of outstanding shares of Common Stock was reported. (d) If at any time after one year from the date of issuance of thisWarrant there is no effective Registration Statement registering the resale ofthe Warrant Shares by the Holder at such time, this Warrant may also beexercised at such time by means of a “cashless exercise” in which the Holdershall be entitled to receive a certificate for the number of Warrant Sharesequal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Closing Price on the Trading Day immediately preceding the date of such election; (B) = the Exercise Price of this Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise. (e) Subject to the provisions of this Section 3, if (and every time)after the Effective Date, the average Closing Price of the Common Stock during aperiod of twenty (20) consecutive Trading Days, which period shall not havecommenced until after such Effective Date, exceeds $5.00 per share (subject toappropriate adjustment for reverse and forward stock splits, stock dividends,stock combinations and other similar transactions of the Common Stock that occurafter the date of the Purchase Agreement) and the average trading volume of suchshares during such period is at least 50,000 shares per day, the Company may,within four (4) Trading Days of such period, call for redemption of all or anyportion of this Warrant at a price of $.01 per Warrant for which a Notice ofExercise has not yet been delivered (such right, a “Call”). To exercise this 3right, the Company must deliver to the Holder an irrevocable written notice (a”Call Notice”), indicating therein the portion of unexercised portion of thisWarrant to which such notice applies. If the conditions set forth below for suchCall are satisfied from the period from the date of the Call Notice through andincluding the Call Date (as defined below), then any portion of this Warrantsubject to such Call Notice for which a Notice of Exercise shall not have beenreceived from and after the date of the Call Notice will be redeemed at 6:30p.m. (New York City time) on the fifteenth (15th) Trading Day after the date theCall Notice is received by the Holder (such date, the “Call Date”) at aredemption price of $.01 per Warrant so redeemed. Any unexercised portion ofthis Warrant to which the Call Notice does not pertain will be unaffected bysuch Call Notice. In furtherance thereof, the Company covenants and agrees thatit will honor all Notices of Exercise with respect to Warrant Shares subject toa Call Notice that are tendered from the time of delivery of the Call Noticethrough 6:30 p.m. (New York City time) on the Call Date. The parties agree thatany Notice of Exercise delivered following a Call Notice shall first reduce tozero the number of Warrant Shares subject to such Call Notice prior to reducingthe remaining Warrant Shares available for purchase under this Warrant. Forexample, if (x) this Warrant then permits the Holder to acquire 100 WarrantShares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30p.m. (New York City time) on the Call Date the Holder tenders a Notice ofExercise in respect of 50 Warrant Shares, then (1) on the Call Date the rightunder this Warrant to acquire 25 Warrant Shares will be automatically redeemed,(2) the Company, in the time and manner required under this Warrant, will haveissued and delivered to the Holder 50 Warrant Shares in respect of the exercisesfollowing receipt of the Call Notice, and (3) the Holder may, until theTermination Date, exercise this Warrant for 25 Warrant Shares (subject toadjustment as herein provided and subject to subsequent Call Notices). Subjectagain to the provisions of this Section 3(e), the Company may deliver subsequentCall Notices for any portion of this Warrant for which the Holder shall not havedelivered a Notice of Exercise. 4. No Fractional Shares or Scrip. No fractional shares or scriprepresenting fractional shares shall be issued upon the exercise of thisWarrant. As to any fraction of a share which Holder would otherwise be entitledto purchase upon such exercise, the Company shall pay a cash adjustment inrespect of such final fraction in an amount equal to such fraction multiplied bythe Exercise Price. 5. Charges, Taxes and Expenses. Issuance of certificates for WarrantShares shall be made without charge to the Holder for any issue or transfer taxor other incidental expense in respect of the issuance of such certificate, allof which taxes and expenses shall be paid by the Company, and such certificatesshall be issued in the name of the Holder or in such name or names as may bedirected by the Holder; provided, however, that in the event certificates forWarrant Shares are to be issued in a name other than the name of the Holder,this Warrant when surrendered for exercise shall be accompanied by theAssignment Form attached hereto duly executed by the Holder; and the Company mayrequire, as a condition thereto, the payment of a sum sufficient to reimburse itfor any transfer tax incidental thereto. 6. Closing of Books. The Company will not close its stockholder booksor records in any manner which unreasonably prevents the timely exercise of thisWarrant, pursuant to the terms hereof. 4 7. Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws andthe conditions set forth in Sections 1 and 7(e) hereof and to the provisions ofSection 4.1 of the Purchase Agreement, this Warrant and all rights hereunder aretransferable, in whole or in part, upon surrender of this Warrant at theprincipal office of the Company, together with a written assignment of thisWarrant substantially in the form attached hereto duly executed by the Holder orits agent or attorney and funds sufficient to pay any transfer taxes payableupon the making of such transfer. Upon such surrender and, if required, suchpayment, the Company shall execute and deliver a new Warrant or Warrants in thename of the assignee or assignees and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the assignor anew Warrant evidencing the portion of this Warrant not so assigned, and thisWarrant shall promptly be cancelled. A Warrant, if properly assigned, may beexercised by a new holder for the purchase of Warrant Shares without having anew Warrant issued. (b) This Warrant may be divided or combined with other Warrants uponpresentation hereof at the aforesaid office of the Company, together with awritten notice specifying the names and denominations in which new Warrants areto be issued, signed by the Holder or its agent or attorney. Subject tocompliance with Section 7(a), as to any transfer which may be involved in suchdivision or combination, the Company shall execute and deliver a new Warrant orWarrants in exchange for the Warrant or Warrants to be divided or combined inaccordance with such notice. (c) The Company shall prepare, issue and deliver at its own expense(other than transfer taxes) the new Warrant or Warrants under this Section 7. (d) The Company agrees to maintain, at its aforesaid office, booksfor the registration and the registration of transfer of the Warrants. (e) If, at the time of the surrender of this Warrant in connectionwith any transfer of this Warrant, the transfer of this Warrant shall not beregistered pursuant to an effective registration statement under the SecuritiesAct and under applicable state securities or blue sky laws, the Company mayrequire, as a condition of allowing such transfer (i) that the Holder ortransferee of this Warrant, as the case may be, furnish to the Company a writtenopinion of counsel (which opinion shall be in form, substance and scopecustomary for opinions of counsel in comparable transactions) to the effect thatsuch transfer may be made without registration under the Securities Act andunder applicable state securities or blue sky laws, (ii) that the holder ortransferee execute and deliver to the Company an investment letter in form andsubstance acceptable to the Company and (iii) that the transferee be an”accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or(a)(8) promulgated under the Securities Act or a qualified institutional buyeras defined in Rule 144A(a) under the Securities Act. 8. No Rights as Shareholder until Exercise. This Warrant does notentitle the Holder to any voting rights or other rights as a shareholder of theCompany prior to the exercise hereof. Upon the surrender of this Warrant and thepayment of the aggregate Exercise Price (or by means of a cashless exercise, ifapplicable), the Warrant Shares so purchased shall be and be deemed to be issuedto such Holder as the record owner of such shares as of the close of business onthe later of the date of such surrender or payment. 5 9. Loss, Theft, Destruction or Mutilation of Warrant. The Companycovenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any stockcertificate relating to the Warrant Shares, and in case of loss, theft ordestruction, of indemnity or security reasonably satisfactory to it (which, inthe case of the Warrant, shall not include the posting of any bond), and uponsurrender and cancellation of such Warrant or stock certificate, if mutilated,the Company will make and deliver a new Warrant or stock certificate of liketenor and dated as of such cancellation, in lieu of such Warrant or stockcertificate. 10. Saturdays, Sundays, Holidays, etc. If the last or appointed day forthe taking of any action or the expiration of any right required or grantedherein shall be a Saturday, Sunday or a legal holiday, then such action may betaken or such right may be exercised on the next succeeding day not a Saturday,Sunday or legal holiday. 11. Reorganization, Reclassification, Merger, Consolidation orDisposition of Assets. In case the Company shall reorganize its capital,reclassify its capital stock, consolidate or merge with or into anothercorporation (where the Company is not the surviving corporation or where thereis a change in or distribution with respect to the Common Stock of the Company),or sell, transfer or otherwise dispose of all or substantially all of itsproperty, assets or business to another corporation and, pursuant to the termsof such reorganization, reclassification, merger, consolidation or dispositionof assets, shares of common stock of the successor or acquiring corporation, orany cash, shares of stock or other securities or property of any naturewhatsoever (including warrants or other subscription or purchase rights) inaddition to or in lieu of common stock of the successor or acquiring corporation(“Other Property”), are to be received by or distributed to the holders ofCommon Stock of the Company, then the Holder shall have the right thereafter toreceive, upon exercise of this Warrant, the number of shares of common stock ofthe successor or acquiring corporation or of the Company, if it is the survivingcorporation, and Other Property receivable upon or as a result of suchreorganization, reclassification, merger, consolidation or disposition of assetsby a holder of the number of shares of Common Stock for which this Warrant isexercisable immediately prior to such event. In case of any such reorganization,reclassification, merger, consolidation or disposition of assets, the successoror acquiring corporation (if other than the Company) shall expressly assume thedue and punctual observance and performance of each and every covenant andcondition of this Warrant to be performed and observed by the Company and allthe obligations and liabilities hereunder, subject to such modifications as maybe deemed appropriate (as determined in good faith by resolution of the Board ofDirectors of the Company) in order to provide for adjustments of Warrant Sharesfor which this Warrant is exercisable, which shall be as nearly equivalent aspracticable to the adjustments provided for in this Section 11. For purposes ofthis Section 11, “common stock of the successor or acquiring corporation” shallinclude stock of such corporation of any class which is not preferred as todividends or assets over any other class of stock of such corporation and whichis not subject to redemption and shall also include any evidences ofindebtedness, shares of stock or other securities which are convertible into orexchangeable for any such stock, either immediately or upon the arrival of aspecified date or the happening of a specified event and any warrants or otherrights to subscribe for or purchase any such stock. The foregoing provisions ofthis Section 11 shall similarly apply to successive reorganizations,reclassifications, mergers, consolidations or disposition of assets. 6 12. Voluntary Adjustment by the Company. The Company may at any timeduring the term of this Warrant reduce the then current Exercise Price to anyamount and for any period of time deemed appropriate by the Board of Directorsof the Company. 13. Notice of Adjustment. Whenever the number of Warrant Shares ornumber or kind of securities or other property purchasable upon the exercise ofthis Warrant or the Exercise Price is adjusted, as herein provided, the Companyshall give notice thereof to the Holder, which notice shall state the number ofWarrant Shares (and other securities or property) purchasable upon the exerciseof this Warrant and the Exercise Price of such Warrant Shares (and othersecurities or property) after such adjustment, setting forth a brief statementof the facts requiring such adjustment and setting forth the computation bywhich such adjustment was made. 14. Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its CommonStock for the purpose of entitling them to receive a dividend or otherdistribution, or any right to subscribe for or purchase any evidences of itsindebtedness, any shares of stock of any class or any other securities orproperty, or to receive any other right, or (b) there shall be any capital reorganization of the Company, anyreclassification or recapitalization of the capital stock of the Company or anyconsolidation or merger of the Company with, or any sale, transfer or otherdisposition of all or substantially all the property, assets or business of theCompany to, another corporation or entity or, (c) there shall be a voluntary or involuntary dissolution,liquidation or winding up of the Company;then, in any one or more of such cases, the Company shall give to Holder (i) atleast 10 days’ prior written notice of the date on which a record date shall beselected for such dividend, distribution or right or for determining rights tovote in respect of any such reorganization, reclassification, merger,consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)in the case of any such reorganization, reclassification, merger, consolidation,sale, transfer, disposition, dissolution, liquidation or winding up, at least 10days’ prior written notice of the date when the same shall take place. Suchnotice in accordance with the foregoing clause also shall specify (i) the dateon which the holders of Common Stock shall be entitled to any such dividend,distribution or right, and the amount and character thereof, and (ii) the dateon which any such reorganization, reclassification, merger, consolidation, sale,transfer, disposition, dissolution, liquidation or winding up is to take placeand the time, if any such time is to be fixed, as of which the holders of CommonStock shall be entitled to exchange their securities for securities or otherproperty deliverable upon such disposition, dissolution, liquidation or windingup. Each such written notice shall be sufficiently given if addressed to Holderat the last address of Holder appearing on the books of the Company anddelivered in accordance with Section 16(d). Notwithstanding the foregoing, afailure to give notice hereunder shall not in any manner invalidate or affectany otherwise valid corporate actions taken by the Company. 15. Authorized Shares. The Company covenants that during the period theWarrant is outstanding, it will reserve from its authorized and unissued CommonStock a sufficient number of shares to provide for the issuance of the Warrant 7Shares upon the exercise of any purchase rights under this Warrant. The Companyfurther covenants that its issuance of this Warrant shall constitute fullauthority to its officers who are charged with the duty of executing stockcertificates to execute and issue the necessary certificates for the WarrantShares upon the exercise of the purchase rights under this Warrant. Except and to the extent waived or consented to by the Holder, theCompany shall not by any action, including, without limitation, amending itscertificate of incorporation or through any reorganization, transfer of assets,consolidation, merger, dissolution, issue or sale of securities or any othervoluntary action, avoid or seek to avoid the observance or performance of any ofthe terms of this Warrant, but will at all times in good faith assist in thecarrying out of all such terms and in the taking of all such actions as may benecessary or appropriate to protect the rights of Holder as set forth in thisWarrant against impairment. Without limiting the generality of the foregoing,the Company will (a) not increase the par value of any Warrant Shares above theamount payable therefor upon such exercise immediately prior to such increase inpar value, (b) take all such action as may be necessary or appropriate in orderthat the Company may validly and legally issue fully paid and nonassessableWarrant Shares upon the exercise of this Warrant, and (c) use commerciallyreasonable efforts to obtain all such authorizations, exemptions or consentsfrom any public regulatory body having jurisdiction thereof as may be necessaryto enable the Company to perform its obligations under this Warrant. Beforetaking any action which would result in an adjustment in the number of WarrantShares for which this Warrant is exercisable or in the Exercise Price, theCompany shall obtain all such authorizations or exemptions thereof, or consentsthereto, as may be necessary from any public regulatory body or bodies havingjurisdiction thereof. 16. Miscellaneous. (a) Jurisdiction. All questions concerning the construction,validity, enforcement and interpretation of this Warrant shall be determined inaccordancewith the provisions of the Purchase Agreement. (b) Restrictions. The Holder acknowledges that the Warrant Sharesacquired upon the exercise of this Warrant, if not registered, will haverestrictions upon resale imposed by state and federal securities laws and setforth in the Securities Purchase Agreement. (c) Nonwaiver and Expenses. No course of dealing or any delay orfailure to exercise any right hereunder on the part of Holder shall operate as awaiver of such right or otherwise prejudice Holder’s rights, powers or remedies,notwithstanding all rights hereunder terminate on the Termination Date. (d) Notices. Any notice, request or other document required orpermitted to be given or delivered to the Holder by the Company shall bedelivered in accordance with the notice provisions of the Purchase Agreement. (e) Limitation of Liability. No provision hereof, in the absence ofany affirmative action by the Holder to exercise this Warrant or purchaseWarrant Shares, and no enumeration herein of the rights or privileges of Holder,shall give rise to any liability of Holder for the purchase price of any CommonStock or as a stockholder of the Company, whether such liability is asserted bythe Company or by creditors of the Company. 8 (f) Remedies. The Holder, in addition to being entitled to exerciseall rights granted by law, including recovery of damages, will be entitled tospecific performance of its rights under this Warrant. The Company agrees thatmonetary damages would not be adequate compensation for any loss incurred byreason of a breach by it of the provisions of this Warrant and hereby agrees towaive the defense in any action for specific performance that a remedy at lawwould be adequate. (g) Successors and Assigns. Subject to applicable securities lawsand Section 7(e) hereof, this Warrant and the rights and obligations evidencedhereby shall inure to the benefit of and be binding upon the successors of theCompany and the successors and permitted assigns of Holder. The provisions ofthis Warrant are intended to be for the benefit of all valid Holders from timeto time of this Warrant and shall be enforceable by any such valid Holder ofWarrant Shares. (h) Amendment. This Warrant may be modified or amended or theprovisions hereof waived with the written consent of the Company and the Holder. (i) Severability. Wherever possible, each provision of this Warrantshall be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Warrant shall be prohibited by orinvalid under applicable law, such provision shall be ineffective to the extentof such prohibition or invalidity, without invalidating the remainder of suchprovisions or the remaining provisions of this Warrant. (j) Headings. The headings used in this Warrant are for theconvenience of reference only and shall not, for any purpose, be deemed a partof this Warrant. 9 IN WITNESS WHEREOF, the Company has caused this Warrant to be executedby its officer thereunto duly authorized.Dated: January ____, 2006 SYNOVA HEALTHCARE GROUP, INC. By: ———————————— Name: Title: 10 NOTICE OF EXERCISETo: Synova Healthcare Group, Inc. (1) The undersigned hereby elects to purchase ________ Warrant Sharesof the Company pursuant to the terms of the attached Warrant, and tendersherewith payment of the exercise price in full, together with all applicabletransfer taxes, if any. (2) Payment shall take the form of (check applicable box): [ ] in lawful money of the United States; or [ ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(d), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(d). (3) Please issue a certificate or certificates representing saidWarrant Shares in the name of the undersigned or in such other name as isspecified below:The Warrant Shares shall be delivered to the following:- ————————————- ————————————- ———————————— (4) Accredited Investor. The undersigned is an “accredited investor” asdefined in Rule 501 promulgated under the Securities Act of 1933, as amended. [PURCHASER] By: ————————————- Name: Title: Dated: ———————————- 11 ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidencedthereby are hereby assigned to _______________________________________________whose address is ___________________________________________________________________________________________________________________________________________ Dated: —————————————– Holder’s Signature: —————————- Holder’s Address: —————————– ———————————- Signature Guaranteed: ———————————-NOTE: The signature to this Assignment Form must correspond with the name as itappears on the face of the Warrant, without alteration or enlargement or anychange whatsoever, and must be guaranteed by a bank or trust company. Officersof corporations and those acting in a fiduciary or other representative capacityshould file proper evidence of authority to assign the foregoing Warrant. 12