Exhibit 4.16 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made andentered into as of January 19, 2006, by and among Synova Healthcare Group, Inc.,a Nevada corporation (the “Company”), and the purchasers signatory hereto (eachsuch purchaser, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement,dated as of the date hereof among the Company and the Purchasers (the “PurchaseAgreement”). The Company and the Purchasers hereby agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined hereinthat are defined in the Purchase Agreement shall have the meanings given suchterms in the Purchase Agreement. As used in this Agreement, the following termsshall have the following meanings: “Advice” shall have the meaning set forth in Section 6(d). “Commission” means the United States Securities and ExchangeCommission or its successor federal agency. “Effectiveness Period” shall have the meaning set forth inSection 2(a). “Event” shall have the meaning set forth in Section 2(b). “Event Date” shall have the meaning set forth in Section 2(b). “Effective Date” means, with respect to the RegistrationStatement required to be filed hereunder, the date that the RegistrationStatement is declared effective by the Commission. “Electing Holder” shall have the meaning set forth in Section3(a). “Filing Date” means, with respect to the RegistrationStatement required to be filed hereunder, the date that the RegistrationStatement is first filed with the Commission. “Holder” means any person that is the record owner ofRegistrable Securities (and includes any person that has a beneficial interestin any Registrable Security in book-entry form). “Holders” mean every Holder collectively. “Indemnified Party” shall have the meaning set forth inSection 5(c). “Indemnifying Party” shall have the meaning set forth inSection 5(c). “Losses” shall have the meaning set forth in Section 5(a). “Proceeding” means an action, claim, suit, investigation orproceeding (including, without limitation, an investigation or partialproceeding, such as a deposition), whether commenced or threatened. “Prospectus” means the prospectus included in the RegistrationStatement (including, without limitation, a prospectus that includes anyinformation previously omitted from a prospectus filed as part of an effectiveregistration statement in reliance upon Rule 430A promulgated under theSecurities Act), as amended or supplemented by any prospectus supplement, withrespect to the terms of the offering of any portion of the RegistrableSecurities covered by the Registration Statement, and all other amendments andsupplements to the Prospectus, including post-effective amendments, and allmaterial incorporated by reference or deemed to be incorporated by reference insuch Prospectus. “Registrable Securities” means all of the Shares and theWarrant Shares sold under the Purchase Agreement and the shares of Common Stockheld by or issuable upon exercise of any derivative securities issued to thePlacement Agents, together with any shares of Common Stock issued or issuableupon any stock split, dividend or other distribution, recapitalization orsimilar event with respect to the foregoing. “Registration Statement” means the registration statementsrequired to be filed hereunder, including (in each case) the Prospectus,amendments and supplements to the registration statement or Prospectus,including pre- and post-effective amendments, all exhibits thereto, and allmaterial incorporated by reference or deemed to be incorporated by reference inthe registration statement. “Rule 415” means Rule 415 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 purpose and effect as such Rule. “Rule 424” means Rule 424 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 purpose and effect as such Rule. 2. Registration. (a) On or prior to March 31, 2006, the Company shall prepareand file with the Commission the Registration Statement covering the resale ofall of the Registrable Securities for an offering to be made on a continuous ordelayed basis pursuant to Rule 415. The Registration Statement requiredhereunder shall be on such form as permitted by the rules and regulations of theCommission which permits the sale of the Registrable Securities by the Holders.The Registration Statement required hereunder shall contain (except if otherwisedirected by the Holders or as otherwise directed or requested by the Commissionor required by applicable law, rule or regulation) substantially the “Plan ofDistribution” attached hereto as Annex A. Subject to the terms of thisAgreement, the Company shall use its best efforts to cause the RegistrationStatement to be declared effective under the Securities Act as promptly aspossible after the filing thereof, but in any event not later than June 14,2006, and shall use its best efforts to keep the Registration Statementcontinuously effective under the Securities Act until the earliest of (i) thedate when all Registrable Securities covered by the Registration Statement havebeen sold; (ii) the expiration of the period referred to Rule 144(k) of theSecurities Act with respect to all Registrable Securities held by persons thatare not Affiliates of 2the Company; (iii) two years from the Effective Date; or (iv) no RegistrableSecurities are outstanding (the “Effectiveness Period”). If: (i) a RegistrationStatement is not filed on or prior to March 31, 2006 (if the Company files aRegistration Statement without affording the Electing Holders the opportunity toreview and comment on the same as required by Section 3(a), the Company shallnot be deemed to have satisfied this clause (i)), or (ii) a RegistrationStatement filed or required to be filed hereunder is not declared effective forany reason by the Commission on or before 75 days after the date theRegistration Statement is first filed with the Commission, or (iii) other thanduring the periods for which the Company gives notice under Section 2(b)(ii),which shall be governed by Section 2(b)(ii), after a Registration Statement isfirst declared effective by the Commission, it ceases for any reason to remaincontinuously effective as to all Registrable Securities for which it is requiredto be effective, or the Holders are not permitted to utilize the Prospectustherein to resell such Registrable Securities, for in any such case 20consecutive calendar days but no more than an aggregate of 45 calendar daysduring any 12 month period (which need not be consecutive Trading Days) (anysuch failure or breach being referred to as an “Event,” and for purposes ofclause (i) or (ii) the date on which such Event occurs or for purposes of clause(iii) the date on which such 20 or 45 calendar day period, as applicable, isexceeded being referred to as “Event Date”), then in addition to any otherrights the Holders may have hereunder or under applicable law, on the first ofsuch Event Dates, the Company shall pay to each Holder (x) upon the occurrenceof such Event, an amount, as partial liquidated damages and not as a penalty,equal to 1.0% of the aggregate purchase price paid by such Holder pursuant tothe Purchase Agreement for any Registrable Securities then held by such Holder,and (y) on each monthly anniversary of such Event Date (if the applicable Eventshall not have been cured by such date), the Company shall pay to each Holder anamount, as partial liquidated damages and not as a penalty, equal to 1.5% of theaggregate purchase price paid by such Holder pursuant to the Purchase Agreementfor any Registrable Securities then held by such Holder. Notwithstandinganything to the contrary herein, if the Commission (or any successor) has anunscheduled closure of operations during any Trading Days prior to or during theEffectiveness Period, then, as the case may be, any of the periods above shallbe tolled for a number of days equal to the number of days in the periodbeginning on such closure and ending on the Trading Day when the Commission isopen for business, or the deadline for filing or causing the effectiveness ofthe Registration Statement shall be postponed by such number of days. Thepartial liquidated damages pursuant to the terms hereof shall apply on a dailypro-rata basis for any portion of a 30-day period prior to the cure of an Event.In lieu of cash, at the option of the Company, such liquidated damages may bepaid in shares of Common Stock valued at 85% of the average ten day tradingprice for a period ended upon the effectiveness of the Registration Statement.If the Company pays such liquidated damages to the Holders in shares of CommonStock under this Section, such Holders shall be entitled to “piggy-back”registration rights with respect to such shares of Common Stock pursuant to, andin accordance with, Section 6(e) of this Agreement; provided, however, that such”piggy-back” registration rights shall not apply with respect to theRegistration Statement. (b) Notwithstanding anything to the contrary contained in thisAgreement, the Company may (i) upon written notice to all Holders, postponehaving the Registration Statement declared effective for a reasonable period notto exceed 30 days if the Company possesses material non-public information, thedisclosure of which would have a material adverse effect on the Company and itssubsidiaries taken as a whole or would impede the consummation of a proposed orpending material business transaction; provided, however, that such postponementshall be subject to the liquidated damages required under Section 2(a) or (ii)suspend the use of 3the Prospectus for a period not to exceed 15 days in any 30-day period or anaggregate of 30 days in any 12-month period if the Board of Directors of theCompany shall have determined in good faith that because of valid businessreasons (not including avoidance of the Company’s obligations hereunder),including without limitation the acquisition or divestiture of assets, pendingmaterial corporate developments and similar events, it is in the best interestsof the Company to suspend such use, and prior to suspending such use the Companyprovides the Electing Holders with written notice of such suspension, whichnotice need not specify the nature of the event giving rise to such suspension.If the Company makes a postponement or a suspension pursuant to the terms ofclause (ii) of this section 2(b), the partial liquidated damages set forth insection 2(a) shall not apply to any such postponement or suspension until thetime periods set forth in Section 2(b)(ii) have been exceeded; provided,however, that the Electing Holders shall not be entitled to any liquidateddamages under Section 2 if use of the Prospectus was suspended under Section2(b)(ii) in connection with negotiations relating to a sale (regardless of theform) of the Company and such negotiations result in a sale (regardless of theform) of the Company pursuant to which the Holders receive proceeds of at least$2.00 per share. 3. Registration Procedures. In connection with the Company’s registration obligationshereunder, the Company shall: (a) Not less than five Trading Days prior to the filing of theRegistration Statement or any related Prospectus or any amendment or supplementthereto, the Company shall, (i) furnish to the Holders, copies of all suchdocuments proposed to be filed (including documents incorporated or deemedincorporated by reference to the extent requested by such Person) whichdocuments will be subject to the review of such Holders, and (ii) cause itsofficers and directors, counsel and independent certified public accountants torespond to such inquiries as shall be necessary, in the reasonable opinion ofrespective counsel to conduct a reasonable investigation within the meaning ofthe Securities Act. The Company shall not file the Registration Statement or anysuch Prospectus or any amendments or supplements thereto to which the Holders ofa majority of the Registrable Securities shall reasonably object in good faith,provided that the Company is notified of such objection in writing no later than4 Trading Days after the Holders have been so furnished copies of suchdocuments. Each Holder agrees to furnish to the Company a signed and completedNotice and Questionnaire in the form attached to this Agreement as Annex B (a”Selling Holder Questionnaire”) not less than seven Trading Days prior to theFiling Date or by the end of the fourth Trading Day following the date on whichsuch Holder receives draft materials in accordance with this Section.Notwithstanding anything to the contrary contained in this Agreement, no Holdershall be entitled to be named as a selling securityholder in the RegistrationStatement as of the Effective Time, and no Holder shall be entitled to use theProspectus forming a part thereof for offers and resales of RegistrableSecurities at any time, unless such Holder has returned a properly completed andsigned Selling Holder Questionnaire to the Company by the deadline for responseset forth in the foregoing sentence. Any Holder of Registrable Securities thathas returned a properly completed and signed Selling Holder Questionnaire to theCompany shall be referred to as an “Electing Holder.” (b) (i) Prepare and file with the Commission such amendments,including post-effective amendments, to the Registration Statement and theProspectus used in connection 4therewith as may be necessary to keep the Registration Statement continuouslyeffective as to the applicable Registrable Securities for the EffectivenessPeriod; (ii) cause the related Prospectus to be amended or supplemented by anyrequired Prospectus supplement, and as so supplemented or amended to be filedpursuant to Rule 424; (iii) respond as promptly as reasonably possible to anycomments received from the Commission with respect to the Registration Statementor any amendment thereto and, as promptly as reasonably possible, upon request,provide the Holders true and complete copies of all correspondence from and tothe Commission relating to the Registration Statement; and (iv) comply in allmaterial respects with the provisions of the Securities Act and the Exchange Actwith respect to the disposition of all Registrable Securities covered by theRegistration Statement during the applicable period in accordance with theintended methods of disposition by the Holders thereof set forth in theRegistration Statement as so amended or in such Prospectus as so supplemented. (c) Notify the Electing Holders as promptly as reasonablypossible (but in any event, within three (3) Trading Days in the case ofsubparagraphs (i) and (ii) below, and within one (1) Trading Day in the case ofsubparagraphs (iii), (iv) and (v) below) following the day (i)(A) when aProspectus or any Prospectus supplement or post-effective amendment to theRegistration Statement is proposed to be filed; (B) when the Commission notifiesthe Company whether there will be a “review” of the Registration Statement andwhenever the Commission comments in writing on the Registration Statement (theCompany shall upon request provide true and complete copies thereof and allwritten responses thereto to each of the Holders); and (C) with respect to theRegistration Statement or any post-effective amendment, when the same has becomeeffective; (ii) of any request by the Commission or any other Federal or stategovernmental authority during the period of effectiveness of the RegistrationStatement for amendments or supplements to the Registration Statement orProspectus or for additional information; (iii) of the issuance by theCommission or any other federal or state governmental authority of any stoporder suspending the effectiveness of the Registration Statement covering any orall of the Registrable Securities or the initiation of any Proceedings for thatpurpose; (iv) of the receipt by the Company of any notification with respect tothe suspension of the qualification or exemption from qualification of any ofthe Registrable Securities for sale in any jurisdiction, or the initiation orthreatening of any Proceeding for such purpose; and (v) of the occurrence of anyevent or passage of time that makes the financial statements included in theRegistration Statement ineligible for inclusion therein or any statement made inthe Registration Statement or Prospectus or any document incorporated or deemedto be incorporated therein by reference untrue in any material respect or thatrequires any revisions to the Registration Statement, Prospectus or otherdocuments so that, in the case of the Registration Statement or the Prospectus,as the case may be, it will not contain any untrue statement of a material factor omit to state any material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances under which they weremade, not misleading. (d) Use commercially reasonable efforts to avoid the issuanceof, or, if issued, obtain the withdrawal of (i) any order suspending theeffectiveness of the Registration Statement, or (ii) any suspension of thequalification (or exemption from qualification) of any of the RegistrableSecurities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to each Electing Holder, without charge, at leastone conformed copy of the Registration Statement and each amendment thereto,including financial statements and schedules, all documents incorporated ordeemed to be incorporated therein by reference to 5the extent requested by such Person, and all exhibits to the extent requested bysuch Person (including those previously furnished or incorporated by reference)promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Electing Holder, without charge,as many copies of the Prospectus or Prospectuses (including each form ofprospectus) and each amendment or supplement thereto as such Persons mayreasonably request in connection with resales by the Electing Holder. Subject tothe terms of this Agreement, the Company hereby consents to the use of suchProspectus and each amendment or supplement thereto by each of the sellingElecting Holders in connection with the offering and sale of the RegistrableSecurities covered by such Prospectus and any amendment or supplement thereto,except after the giving on any notice pursuant to Section 3(c). (g) Prior to any resale of Registrable Securities by anElecting Holder, use its commercially reasonable efforts to register bycoordination or cooperate with the selling Electing Holders in connection withthe registration (or exemption from the Registration) of such RegistrableSecurities for the resale by the Holder under the securities or Blue Sky laws ofsuch jurisdictions within the United States as any Holder reasonably requests inwriting, to keep the registration (or exemption therefrom) effective during theEffectiveness Period and to do any and all other acts or things reasonablynecessary to enable the disposition in such jurisdictions of the RegistrableSecurities covered by the Registration Statement; provided, that the Companyshall not be required to qualify generally to do business in any jurisdictionwhere it is not then so qualified, subject the Company to any material tax inany such jurisdiction where it is not then so subject or file a general consentto service of process in any such jurisdiction. (h) If requested in writing by the Electing Holders, cooperatewith the Electing Holders to facilitate the timely preparation and delivery ofcertificates representing Registrable Securities to be delivered to a transfereepursuant to the Registration Statement, which certificates shall be free, to theextent permitted by the Purchase Agreement, of all restrictive legends, and toenable such Registrable Securities to be in such denominations and registered insuch names as any such Holders may so request. The Company understands that a delay in the delivery of thecertificates in the form required in the previous paragraph more than threeTrading Days after request by the Electing Holder in writing could result ineconomic loss to an Electing Holder. As compensation to an Electing Holder forsuch loss, the Company agrees to pay late payment fees (as liquidated damagesand not as a penalty) to the Electing Holder for late delivery of certificatesin the amount of $100 per business day after such Three Trading Days for each$10,000 of purchase price of the Registrable Securities subject to such deliverydefault. The Company shall pay any payments incurred under this Section inimmediately available funds upon demand. Upon the occurrence of any event contemplated by Section3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment,including a post-effective amendment, to the Registration Statement or asupplement to the related Prospectus or any document incorporated or deemed tobe incorporated therein by reference, and file any other required document sothat, as thereafter delivered, neither the Registration Statement nor suchProspectus will contain an untrue statement of a material fact or omit to statea material fact 6required to be stated therein or necessary to make the statements therein, inlight of the circumstances under which they were made, not misleading. If the Company notifies the Electing Holders in accordancewith clauses (ii) through (v) of Section 3(c) or clause (ii) of Section 2(b)above to suspend the use of any Prospectus, then the Electing Holders shallsuspend use of such Prospectus. The Company will use its commercially reasonableefforts to ensure that the use of the Prospectus may be resumed as promptly asis practicable. (i) Comply with all applicable rules and regulations of theCommission. (j) During any periods that the Company is unable to meet itsobligations hereunder with respect to the registration of the RegistrableSecurities solely because any Holder fails to timely furnish the Company withthe information reasonably requested and necessary for the Company to meet itsobligations hereunder, any liquidated damages that are accruing at such time asto such Holder only shall be tolled and any Event that may otherwise occursolely because of such delay shall be suspended as to such Holder only, untilsuch information is delivered to the Company. If such Holder fails to furnishsuch information to the Company within seven (7) Trading Days after a writtenrequest from the Company, such Holder’s name may be removed or excluded from theRegistration Statement or Prospectus forming a part thereof. 4. Registration Expenses. All fees and expenses incident to theperformance of or compliance with this Agreement by the Company shall be borneby the Company whether or not any Registrable Securities are sold pursuant tothe Registration Statement. The fees and expenses referred to in the foregoingsentence shall include, without limitation, (i) all registration and filing fees(including, without limitation, fees and expenses (A) with respect to filingsrequired to be made with the Trading Market on which the Common Stock is thenlisted for trading, and (B) in compliance with applicable state securities orBlue Sky laws), (ii) printing expenses (including, without limitation, expensesof printing certificates for Registrable Securities and of printing prospectusesif the printing of prospectuses is reasonably requested by the holders of amajority of the Registrable Securities included in the Registration Statement),(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements ofcounsel for the Company, (v) Securities Act liability insurance, if the Companyso desires such insurance, and (vi) fees and expenses of all other Personsretained by the Company in connection with the consummation of the transactionscontemplated by this Agreement. In addition, the Company shall be responsiblefor all of its internal expenses incurred in connection with the consummation ofthe transactions contemplated by this Agreement (including, without limitation,all salaries and expenses of its officers and employees performing legal oraccounting duties), the expense of any annual audit and the fees and expensesincurred in connection with the listing of the Registrable Securities on anysecurities exchange as required hereunder. Except as provided in any of theTransaction Documents, in no event shall the Company be responsible for anybroker or similar commissions or, except to the extent provided for in theTransaction Documents, any legal fees or other costs of the Holders. 5. Indemnification. 7 (a) Indemnification by the Company. The Company shall,notwithstanding any termination of this Agreement, indemnify and hold harmlesseach Holder, the officers, directors, agents and employees of each of them, eachPerson who controls any such Holder (within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act) and the officers, directors,agents and employees of each such controlling Person, to the fullest extentpermitted by applicable law, from and against any and all losses, claims,damages, liabilities, costs (including, without limitation, reasonableattorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising outof or relating to any untrue or alleged untrue statement of a material factcontained in the Registration Statement, any Prospectus or any form ofprospectus or in any amendment or supplement thereto or in any preliminaryprospectus, or arising out of or relating to any omission or alleged omission ofa material fact required to be stated therein or necessary to make thestatements therein (in the case of any Prospectus or form of prospectus orsupplement thereto, in light of the circumstances under which they were made)not misleading, except to the extent, but only to the extent, that (i) suchuntrue statements or omissions are based solely upon information regarding suchHolder furnished in writing to the Company by such Holder expressly for usetherein, or to the extent that such information relates to such Holder or suchHolder’s proposed method of distribution of Registrable Securities and wasreviewed and approved by the Holder for use in the Registration Statement, suchProspectus or such form of Prospectus or in any amendment or supplement thereto(it being understood that the Holders have approved Annex A hereto for thispurpose) or (ii) in the case of an occurrence of an event of the type specifiedin Section 3(c)(ii)-(v) or a notice pursuant to Section 2(b)(ii), the use bysuch Holder of a Prospectus after the Company has notified such Holder inwriting of the suspension and prior to the receipt by such Holder of the Advicecontemplated in Section 6(d). The Company shall notify the Holders promptly ofthe institution, threat or assertion of any Proceeding of which the Company isaware in connection with the transactions contemplated by this Agreement. (b) Indemnification by Holders. Each Holder shall, severallyand not jointly, indemnify and hold harmless the Company, its directors,officers, agents and employees, each Person who controls the Company (within themeaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),and the directors, officers, agents or employees of such controlling Persons, tothe fullest extent permitted by applicable law, from and against all Losses, asincurred, to the extent arising out of or based solely upon: (x) such Holder’sfailure to comply with the prospectus delivery requirements of the SecuritiesAct or (y) any untrue or alleged untrue statement of a material fact containedin any Registration Statement, any Prospectus, or any form of prospectus, or inany amendment or supplement thereto or in any preliminary prospectus, or arisingout of or relating to any omission or alleged omission of a material factrequired to be stated therein or necessary to make the statements therein notmisleading (i) to the extent, but only to the extent, that such untrue statementor omission is contained in any information so furnished in writing to theCompany by the Holder specifically for inclusion in the Registration Statementor such Prospectus or (ii) to the extent that (1) such untrue statements oromissions are based solely upon information regarding such Holder furnished inwriting to the Company by such Holder expressly for use therein, or to theextent that such information relates to such Holder or such Holder’s proposedmethod of distribution of Registrable Securities and was reviewed and approvedby the Holder for use in the Registration Statement (it being understood thatthe Holders have approved Annex A hereto for this purpose), such Prospectus orsuch form of Prospectus or in any amendment or supplement thereto or (2) in thecase of an occurrence of an event of the type specified in Section 3(c)(ii)-(v)or a notice 8pursuant to Section 2(b)(ii), the use by such Holder of a Prospectus after theCompany has notified such Holder in writing of the suspension and prior to thereceipt by such Holder of the Advice contemplated in Section 6(d). In no eventshall the liability of any selling Holder hereunder be greater in amount thanthe dollar amount of the net proceeds received by such Holder upon the sale ofthe Registrable Securities giving rise to such indemnification obligation. (c) Conduct of Indemnification Proceedings. If any Proceedingshall be brought or asserted against any Person entitled to indemnity hereunder(an “Indemnified Party”), such Indemnified Party shall promptly notify thePerson from whom indemnity is sought (the “Indemnifying Party”) in writing, andthe Indemnifying Party shall have the right to assume the defense thereof,including the employment of counsel reasonably satisfactory to the IndemnifiedParty and the payment of all fees and expenses incurred in connection withdefense thereof; provided, that the failure of any Indemnified Party to givesuch notice shall not relieve the Indemnifying Party of its obligations orliabilities pursuant to this Agreement, except (and only) to the extent that itshall be finally determined by a court of competent jurisdiction (whichdetermination is not subject to appeal or further review) that such failureshall have prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separatecounsel in any such Proceeding and to participate in the defense thereof, butthe fees and expenses of such counsel shall be at the expense of suchIndemnified Party or Parties unless: (1) the Indemnifying Party has agreed inwriting to pay such fees and expenses; (2) the Indemnifying Party shall havefailed promptly to assume the defense of such Proceeding and to employ counselreasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)the named parties to any such Proceeding (including any impleaded parties)include both such Indemnified Party and the Indemnifying Party, and a materialconflict of interest is likely to exist if the same counsel were to representsuch Indemnified Party and the Indemnifying Party (in which case, if suchIndemnified Party notifies the Indemnifying Party in writing that it elects toemploy separate counsel reasonably satisfactory to the Indemnifying Party at theexpense of the Indemnifying Party, the Indemnifying Party shall not have theright to assume the defense thereof and the reasonable fees and expenses of oneseparate counsel shall be at the expense of the Indemnifying Party). TheIndemnifying Party shall not be liable for any settlement of any such Proceedingeffected without its written consent, which consent shall not be unreasonablywithheld. No Indemnifying Party shall, without the prior written consent of theIndemnified Party which consent shall not be unreasonably withheld, effect anysettlement of any pending Proceeding in respect of which any Indemnified Partyis a party, unless such settlement includes an unconditional release of suchIndemnified Party from all liability on claims that are the subject matter ofsuch Proceeding. (d) Contribution. If a claim for indemnification under Section5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policyor otherwise), then each Indemnifying Party, in lieu of indemnifying suchIndemnified Party, shall contribute to the amount paid or payable by suchIndemnified Party as a result of such Losses, in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party andIndemnified Party in connection with the actions, statements or omissions thatresulted in such Losses as well as any other relevant equitable considerations.The relative fault of such Indemnifying Party and Indemnified Party shall bedetermined by reference to, among other things, whether any action in question,including any untrue or alleged untrue statement of a material fact or omissionor 9alleged omission of a material fact, has been taken or made by, or relates toinformation supplied by, such Indemnifying Party or Indemnified Party, and theparties’ relative intent, knowledge, access to information and opportunity tocorrect or prevent such action, statement or omission. The amount paid orpayable by a party as a result of any Losses shall be deemed to include, subjectto the limitations set forth in this Agreement, any reasonable attorneys’ orother reasonable fees or expenses incurred by such party in connection with anyProceeding to the extent such party would have been indemnified for such fees orexpenses if the indemnification provided for in this Section was available tosuch party in accordance with its terms. (e) The parties hereto agree that it would not be just andequitable if contribution pursuant to this Section 5(e) were determined by prorata allocation or by any other method of allocation that does not take intoaccount the equitable considerations referred to in the immediately precedingparagraph. Notwithstanding the provisions of this Section 5(d), no Holder shallbe required to contribute, in the aggregate, any amount in excess of the amountby which the proceeds actually received by such Holder from the sale of theRegistrable Securities subject to the Proceeding exceeds the amount of anydamages that such Holder has otherwise been required to pay by reason of suchuntrue or alleged untrue statement or omission or alleged omission, except inthe case of fraud by such Holder. (f) The indemnity and contribution agreements contained inthis Section are in addition to any liability that the Indemnifying Parties mayhave to the Indemnified Parties. 6. Miscellaneous. (a) Remedies. In the event of a breach by the Company or by aHolder, of any of their obligations under this Agreement, each Holder or theCompany, as the case may be, in addition to being entitled to exercise allrights granted by law and under this Agreement, including recovery of damages,will be entitled to specific performance of its rights under this Agreement. TheCompany and each Holder agree that monetary damages would not provide adequatecompensation for any losses incurred by reason of a breach by it of any of theprovisions of this Agreement and hereby further agrees that, in the event of anyaction for specific performance in respect of such breach, it shall waive thedefense that a remedy at law would be adequate. (b) No Piggyback on Registrations. Neither the Company nor anyof its security holders (other than the Holders in such capacity pursuanthereto) may include securities of the Company in the Registration Statementother than the Registrable Securities. Except as provided herein, no Person hasany right to cause the Company to effect the registration under the SecuritiesAct of any securities of the Company. The Company shall not file any otherregistration statement until six months after the Effective Date, without theconsent of Holders of not less than 50% of the Registrable Securities. (c) Compliance. Each Holder covenants and agrees that it willcomply with the prospectus delivery requirements of the Securities Act asapplicable to it in connection with sales of Registrable Securities pursuant tothe Registration Statement. (d) Discontinued Disposition. Each Electing Holder agrees byits acquisition of such Registrable Securities that, upon receipt of a noticefrom the Company of the occurrence 10of any event of the kind described in Section 3(c) or a notice pursuant toSection 2(b)(ii), such Electing Holder will forthwith discontinue disposition ofsuch Registrable Securities under the Registration Statement until such ElectingHolder’s receipt of the copies of the supplemented Prospectus and/or amendedRegistration Statement or until it is advised in writing (the “Advice”) by theCompany that the use of the applicable Prospectus may be resumed, and, in eithercase, has received copies of any additional or supplemental filings that areincorporated or deemed to be incorporated by reference in such Prospectus orRegistration Statement. The Company will use its commercially reasonable effortsto ensure that the use of the Prospectus may be resumed as promptly as ispracticable. (e) Piggy-Back Registrations. If at any time during theEffectiveness Period there is not an effective Registration Statement coveringall of the Registrable Securities and the Company shall determine to prepare andfile with the Commission a registration statement relating to an offering forits own account or the account of others under the Securities Act of any of itsequity securities, other than on Form S-4 or Form S-8 (each as promulgated underthe Securities Act) or their then equivalents relating to equity securities tobe issued solely in connection with any acquisition of any entity or business orequity securities issuable in connection with the stock option or other employeebenefit plans, then the Company may send to each Holder a written notice of suchdetermination and, if within fifteen days after the date of such notice, anysuch Holder shall so request in writing, the Company shall include in suchregistration statement all or any part of such Registrable Securities suchHolder requests to be registered, subject to customary underwriter cutbacksapplicable to all holders of registration rights. (f) Amendments and Waivers. The provisions of this Agreement,including the provisions of this sentence, may not be amended, modified orsupplemented, and waivers or consents to departures from the provisions hereofmay not be given, unless the same shall be in writing and signed by the Companyand Holders of at least 50% of the then-outstanding Registrable Securities,unless the waiver or consent effects only the waiving or consenting of one ormore particular Holders, in which case such waiver or consent need only besigned by such Holder or Holders. (g) Notices. Any and all notices or other communications ordeliveries required or permitted to be provided hereunder shall be made inaccordance with the provisions of the Purchase Agreement. (h) Successors and Assigns. This Agreement shall inure to thebenefit of and be binding upon the successors and permitted assigns of each ofthe parties and shall inure to the benefit of each Holder. Each Holder mayassign their respective rights hereunder in the manner and to the Persons aspermitted under the Purchase Agreement. (i) Execution and Counterparts. This Agreement may be executedin any number of counterparts, each of which when so executed shall be deemed tobe an original and, all of which taken together shall constitute one and thesame Agreement. In the event that any signature is delivered by facsimiletransmission, such signature shall create a valid binding obligation of theparty executing (or on whose behalf such signature is executed) the same withthe same force and effect as if such facsimile signature were the originalthereof. 11 (j) Governing Law. All questions concerning the construction,validity, enforcement and interpretation of this Agreement shall be determinedwith the provisions of the Purchase Agreement. (k) Cumulative Remedies. The remedies provided herein arecumulative and not exclusive of any remedies provided by law. (l) Severability. If any term, provision, covenant orrestriction of this Agreement is held by a court of competent jurisdiction to beinvalid, illegal, void or unenforceable, the remainder of the terms, provisions,covenants and restrictions set forth herein shall remain in full force andeffect and shall in no way be affected, impaired or invalidated, and the partieshereto shall use their commercially reasonable efforts to find and employ analternative means to achieve the same or substantially the same result as thatcontemplated by such term, provision, covenant or restriction. It is herebystipulated and declared to be the intention of the parties that they would haveexecuted the remaining terms, provisions, covenants and restrictions withoutincluding any of such that may be hereafter declared invalid, illegal, void orunenforceable. (m) Headings. The headings in this Agreement are forconvenience of reference only and shall not limit or otherwise affect themeaning hereof. (n) Independent Nature of Purchasers’ Obligations and Rights.The obligations of each Holder hereunder are several and not joint with theobligations of any other Holder hereunder, and no Holder shall be responsible inany way for the performance of the obligations of any other Holder hereunder.Nothing contained herein or in any other agreement or document delivered at anyclosing, and no action taken by any Holder pursuant hereto or thereto, shall bedeemed to constitute the Holders as a partnership, an association, a jointventure or any other kind of entity, or create a presumption that the Holdersare in any way acting in concert with respect to such obligations or thetransactions contemplated by this Agreement. Each Holder shall be entitled toprotect and enforce its rights, including without limitation the rights arisingout of this Agreement, and it shall not be necessary for any other Holder to bejoined as an additional party in any proceeding for such purpose. [SIGNATURE PAGE OF COMPANY FOLLOWS] 12 [COMPANY’S SIGNATURE PAGE TO RRA] IN WITNESS WHEREOF, the parties have executed this Registration RightsAgreement as of the date first written above. SYNOVA HEALTHCARE GROUP, INC. By:___________________________________ Name: Title: [SIGNATURE PAGE OF PURCHASER FOLLOWS] 13 [PURCHASER’S SIGNATURE PAGE TO RRA]Name of Investing Entity:_______________________________________________________Signature of Authorized Signatory of Investing entity:__________________________Name of Authorized Signatory:___________________________________________________Title of Authorized Signatory:__________________________________________________ [SIGNATURE PAGES CONTINUE] 14 ANNEX A Plan of Distribution The Selling Stockholders (the “Selling Stockholders”) of the commonstock (“Common Stock”) of Synova Healthcare Group, Inc. (the “Company”) and anyof their pledgees, assignees and successors-in-interest may, from time to time,sell any or all of their shares of Common Stock on any stock exchange, market ortrading facility on which the shares are traded or in private transactions.These sales may be at fixed or negotiated prices. The Selling Stockholders mayuse any one or more of the following methods when selling shares: o ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; o purchases by a broker-dealer as principal and resale by the broker-dealer for its account; o an exchange distribution in accordance with the rules of the applicable exchange; o privately negotiated transactions; o settlement of short sales entered into after the date of this prospectus; o broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; o a combination of any such methods of sale; o through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or o any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under theSecurities Act of 1933, as amended (the “Securities Act”), if available, ratherthan under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange forother brokers-dealers to participate in sales. Broker-dealers may receivecommissions or discounts from the Selling Stockholders (or, if any broker-dealeracts as agent for the purchaser of shares, from the purchaser) in amounts to benegotiated. Each Selling Stockholder does not expect these commissions anddiscounts relating to its sales of shares to exceed what is customary in thetypes of transactions involved. 15 In connection with the sale of our common stock or interests therein,the Selling Stockholders may enter into hedging transactions with broker-dealersor other financial institutions, which may in turn engage in short sales of thecommon stock in the course of hedging the positions they assume. The SellingStockholders may also sell shares of our common stock short and deliver thesesecurities to close out their short positions, or loan or pledge the commonstock to broker-dealers that in turn may sell these securities. The SellingStockholders may also enter into option or other transactions withbroker-dealers or other financial institutions or the creation of one or morederivative securities which require the delivery to such broker-dealer or otherfinancial institution of shares offered by this prospectus, which shares suchbroker-dealer or other financial institution may resell pursuant to thisprospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that areinvolved in selling the shares may be deemed to be “underwriters” within themeaning of the Securities Act in connection with such sales. In such event, anycommissions received by such broker-dealers or agents and any profit on theresale of the shares purchased by them may be deemed to be underwritingcommissions or discounts under the Securities Act. Each Selling Stockholder hasinformed the Company that it does not have any agreement or understanding,directly or indirectly, with any person to distribute the Common Stock. The Company is required to pay certain fees and expenses incurred bythe Company incident to the registration of the shares. The Company has agreedto indemnify the Selling Stockholders against certain losses, claims, damagesand liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” withinthe meaning of the Securities Act, they will be subject to the prospectusdelivery requirements of the Securities Act. In addition, any securities coveredby this prospectus which qualify for sale pursuant to Rule 144 under theSecurities Act may be sold under Rule 144 rather than under this prospectus.Each Selling Stockholder has advised us that they have not entered into anyagreements, understandings or arrangements with any underwriter or broker-dealerregarding the sale of the resale shares. There is no underwriter or coordinatingbroker acting in connection with the proposed sale of the resale shares by theSelling Stockholders. We agreed to keep this prospectus effective until the earlier of (i)the date on which the shares may be resold by the Selling Stockholders withoutregistration and without regard to any volume limitations by reason of Rule144(k) under the Securities Act or any other rule of similar effect or (ii) allof the shares have been sold pursuant to the prospectus or Rule 144 under theSecurities Act or any other rule of similar effect. The resale shares will besold only through registered or licensed brokers or dealers if required underapplicable state securities laws. In addition, in certain states, the resaleshares may not be sold unless they have been registered or qualified for sale inthe applicable state or an exemption from the registration or qualificationrequirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, anyperson engaged in the distribution of the resale shares may not simultaneouslyengage in market making activities with respect to our common stock for a periodof two business days prior to the commencement of the distribution. In addition,the Selling Stockholders will be subject to applicable provisions 16of the Exchange Act and the rules and regulations thereunder, includingRegulation M, which may limit the timing of purchases and sales of shares of ourcommon stock by the Selling Stockholders or any other person. We will makecopies of this prospectus available to the Selling Stockholders and haveinformed them of the need to deliver a copy of this prospectus to each purchaserat or prior to the time of the sale. 17 ANNEX B SYNOVA HEALTHCARE GROUP, INC. SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock, par value $0.001 pershare (the “Common Stock”), of Synova Healthcare Group, Inc., a Nevadacorporation (the “Company”), (the “Registrable Securities”) understands that theCompany has filed or intends to file with the Securities and Exchange Commission(the “Commission”) a registration statement (the “Registration Statement”) forthe registration and resale under Rule 415 of the Securities Act of 1933, asamended (the “Securities Act”), of the Registrable Securities, in accordancewith the terms of the Registration Rights Agreement, dated as of January ___,2006 (the “Registration Rights Agreement”), among the Company and the Purchasersnamed therein. A copy of the Registration Rights Agreement is available from theCompany upon request at the address set forth below. All capitalized terms nototherwise defined herein shall have the meanings ascribed thereto in theRegistration Rights Agreement. In order to have Registrable Securities included in the RegistrationStatement (or a supplement or amendment thereto), this Selling SecurityholderNotice and Questionnaire (“Selling Securityholder Questionnaire”) must becompleted, executed and delivered to the Company at the address set forth hereinfor receipt ON OR BEFORE THE DATES REQUIRED IN THE REGISTRATION RIGHTSAGREEMENT. Record or beneficial owners of Registrable Securities who do notproperly complete, execute and return this Selling Securityholder Questionnaireby such dates (i) will not be named as selling securityholders in theRegistration Statement and (ii) may not use the Prospectus forming a partthereof for resales of Registrable Securities. Certain legal consequences arise from being named as a sellingsecurityholder in the Registration Statement and the related prospectus.Accordingly, holders and beneficial owners of Registrable Securities are advisedto consult their own securities law counsel regarding the consequences of beingnamed or not being named as a selling securityholder in the RegistrationStatement and the related prospectus. NOTICE The undersigned beneficial owner (the “Selling Securityholder”) ofRegistrable Securities hereby elects to include the Registrable Securities ownedby him/it and listed below in Item 3 (unless otherwise specified under such Item3) in the Registration Statement. The undersigned, by signing and returning thisSelling Securityholder Questionnaire, agrees to be bound with respect to suchRegistrable Securities by the terms and conditions of this SellingSecurityholder Questionnaire and the Registration Rights Agreement, as if theundersigned Selling Securityholder were an original party thereto. Upon any sale of Registrable Securities pursuant to the RegistrationStatement, the Selling Securityholder will be required to deliver to the Companythe Notice of Transfer (completed and signed) set forth in Exhibit 1 to thisSelling Securityholder Questionnaire. 18The undersigned hereby provides the following information to the Company andrepresents and warrants that such information is accurate and complete: QUESTIONNAIRE 1. NAME. (a) Full Legal Name of Selling Securityholder _________________________________________________________________ _________________________________________________________________ (b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held: _________________________________________________________________ _________________________________________________________________ (c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire): 2. ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER: ______________________________________________________________________ ______________________________________________________________________ Telephone:____________________________________________________________ Email:________________________________________________________________ Fax:__________________________________________________________________ Contact Person:_______________________________________________________ 19 3. BENEFICIAL OWNERSHIP OF SECURITIES: Except as set forth below in this Item (3), the undersigned Selling Securityholder does not beneficially own any securities or shares of Common Stock issued upon conversion of any securities. (a) Number of Registrable Securities (as defined in the Registration Rights Agreement) beneficially owned: _________________________________________________________________ _________________________________________________________________ Number of shares of Common Stock (if any) issued upon conversion of securities: (b) Number of securities other than Registrable Securities beneficially owned: _________________________________________________________________ _________________________________________________________________ Number of shares of Common Stock (if any) issued upon conversion of such other securities: _________________________________________________________________ (c) Number of Registrable Securities to be included in the Registration Statement: _________________________________________________________________ _________________________________________________________________ Number of shares of Common Stock (if any) issued upon conversion of Registrable Securities which are to be included in the Registration Statement: _________________________________________________________________ (d) Except as set forth above in this Item (3), the undersigned Selling Securityholder is not the beneficial or record owner of any shares of Common Stock or any other security of the Company. _________________________________________________________________ _________________________________________________________________ 20 4. (a) State whether the undersigned Selling Securityholder has or will enter into “hedging transactions” with respect to shares of Company Common Stock. Yes [ ] No [ ] If yes, you must provide a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of such hedging transactions, the extent to which such hedging transactions remain in place. _________________________________________________________________ _________________________________________________________________ Please note that the Commission may deem short sales of securities covered by a registration statement prior to the effectiveness of such registration statement as a violation of Section 5 of the Securities Act. (b) State whether the undersigned Selling Securityholder has sold any of the Registrable Securities or shares of common stock of the Company short since the date of original issuance of the Registrable Securities. Yes [ ] No [ ] If yes, you must provide a complete description of the short sale, including the number of shares of common stock of the Company involved and whether the short position remains in place. _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ 5. BROKER-DEALER STATUS: (a) Are you a broker-dealer? Yes [ ] No [ ] NOTE: If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? Yes [ ] No [ ] 21 (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes [ ] No [ ] NOTE: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) State whether the undersigned Selling Securityholder received Registrable Securities as compensation for underwriting activities and please explain. Yes [ ] No [ ] _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ 6. RELATIONSHIPS WITH THE COMPANY: Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. State any exceptions here: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ By signing below, the Selling Securityholder acknowledges that itunderstands its obligation to comply, and agrees that it will comply, with theprospectus delivery and other provisions of the Securities Act and theSecurities Exchange Act of 1934, as amended, and the rules and regulationsthereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or anyportion of the Registrable Securities listed in Item (3) above after the date onwhich such information is provided to the Company, the Selling Securityholderagrees to notify the transferee(s) of its rights and obligations under thisselling Securityholder Questionnaire and the Registration Rights Agreement. 22 By signing below, the Selling Securityholder consents to the disclosureof the information contained herein in its answers to Items (1) through (6)above and the inclusion of such information in the Registration Statement andrelated Prospectus. The Selling Securityholder understands that such informationwill be relied upon by the Company in connection with the preparation of theRegistration Statement and related Prospectus. In accordance with the Selling Securityholder’s obligations under theRegistration Rights Agreement to provide such information as may be required bylaw for inclusion in the Registration Statement, the Selling Securityholderagrees to promptly notify the Company of any inaccuracies or changes in theinformation provided herein which may occur subsequent to the date hereof at anytime while the Registration Statement remains in effect and to provide anyadditional information as the Company reasonably may request. Except asotherwise provided in the Registration Rights Agreement, all notices hereunderand pursuant to the Registration Rights Agreement shall be made in writing, byhand-delivery, first-class mail, or air courier guaranteeing overnight deliveryas follows: (i) To the Company: Synova Healthcare Group, Inc. Rose Tree Corporate Center 1400 N. Providence Road Suite 6010, Building II Media, PA 19063 Attention: Stephen King (ii) With a copy to: Blank Rome LLP One Logan Square Philadelphia, PA 19103 Attention: Alan L. Zeiger, Esquire Once this Notice and Questionnaire is executed by the SellingSecurityholder and received by the Company, the terms of this SellingSecurityholder Questionnaire, and the representations and warranties containedherein, shall be binding on, shall inure to the benefit of and shall beenforceable by the respective successors, heirs, personal representatives, andassigns of the Company and the Selling Securityholder (with respect to theRegistrable Securities beneficially owned by such Selling Securityholder andlisted in Item (3) above). This Agreement shall be governed in all respects bythe laws of the State of Delaware. 23 IN WITNESS WHEREOF, the undersigned, by authority duly given,has caused this Selling Securityholder Questionnaire to be executed anddelivered either in person or by its duly authorized agent.Dated: Selling Securityholder (Print/type full legal name of beneficial owner of Registrable Securities) By:______________________________________ Name: Title: PLEASE RETURN THE COMPLETED AND EXECUTED SELLINGSECURITYHOLDER QUESTIONNAIRE FOR RECEIPT ON OR BEFORE _____________________,2006 TO THE COMPANY AT: Synova Healthcare Group, Inc. Rose Tree Corporate Center 1400 N. Providence Road Suite 6010, Building II Media, PA 19063 Attention: Stephen King With a copy to: Blank Rome LLP One Logan Square Philadelphia, Pennsylvania 19103 Attention: Alan L. Zeiger, Esquire 24 EXHIBIT 1 TO APPENDIX B NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENTSynova Healthcare Group, Inc.Rose Tree Corporate Center1400 N. Providence RoadSuite 6010, Building IIMedia, PA 19063Attention: Stephen King Re: Synova Healthcare Group, Inc. (the “Company”) Common Stock, par value $.001 per share (the “Stock”)Dear Sirs: Please be advised that _____________________ has transferred___________ shares of the Company’s common stock pursuant to an effectiveRegistration Statement on Form SB-2 (File No. 333-_______) filed by the Company. We hereby certify that the prospectus delivery requirements, if any, ofthe Securities Act of 1933, as amended, have been satisfied with respect to thetransfer described above and that the above-named beneficial owner of the commonstock is named as a selling securityholder in the Prospectus dated_____________, 2006 or in amendments or supplements thereto, and the number ofshares of common stock transferred are [a portion of] the shares of common stocklisted in such Prospectus, as amended or supplemented, opposite such owner’sname.Dated: Very truly yours, ___________________________________________ (Name) By:________________________________________ (Authorized Signature) 25