Contract

Exhibit 4.21 ————NEITHER 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 BOTH AS TO SUCH COUNSEL AND THE SUBSTANCEOF SUCH OPINION. 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 termsand subject to the limitations on exercise and the conditions hereinafter setforth, at any time on or after the date of initial issuance of this Warrant (the”Initial Exercise Date”) and on or prior to the five year anniversary of theInitial Exercise Date (the “Termination Date”), but not thereafter, to subscribefor and purchase 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 $2.50. 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 thisWarrant may be made at any time or times on or after the Initial Exercise Dateand on or before the Termination Date by delivery to the Company of a dulyexecuted facsimile copy of the Notice of Exercise Form annexed hereto (or suchother office or agency of the Company as it may designate by notice in writingto the registered Holder at the address of such Holder appearing on the books ofthe Company); provided, however, within 5 Trading Days of the date said Noticeof Exercise 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, theCompany shall, at the time of delivery of the certificate or certificatesrepresenting Warrant Shares, deliver to Holder a new Warrant evidencing therights of Holder to purchase the unpurchased Warrant Shares called for by thisWarrant, which new Warrant shall in all other respects be identical with thisWarrant. (c) The Holder shall not have the right to exercise anyportion of this Warrant, pursuant to Section 3(a) or otherwise, to the extentthat either before or after giving effect to such issuance, the Holder (togetherwith the Holder’s Affiliates), would beneficially own in excess of 4.99% of theshares of Common Stock outstanding immediately before or after giving effect tosuch issuance. For purposes of the foregoing sentence, the number of shares ofCommon Stock beneficially owned by the Holder and its Affiliates shall includethe number of shares of Common Stock issuable upon exercise of this Warrant withrespect to which the determination of such sentence is being made, but shallexclude the number of shares of Common Stock which would be issuable upon (A)exercise of the remaining, nonexercised portion of this Warrant beneficiallyowned by the Holder or any of its affiliates and (B) exercise or conversion ofthe unexercised or nonconverted portion of any other securities of the Company(including, without limitation, any other Warrants) subject to a limitation onconversion or exercise analogous to the limitation contained herein beneficiallyowned by the Holder or any of its affiliates. Except as set forth in thepreceding sentence, for purposes of this Section 3(c), beneficial ownershipshall be calculated in accordance with Section 13(d) of the Exchange Act, itbeing acknowledged by Holder that the Company is not representing to Holder thatsuch calculation is in compliance with Section 13(d) of the Exchange Act andHolder is solely responsible for any schedules or other documents required to befiled with the Commission or any other governmental agency in accordance 2therewith. To the extent that the limitation contained in this Section 3(c)applies, the determination of whether this Warrant is exercisable (in relationto other securities owned by the Holder) and of which a portion of this Warrantis exercisable shall be in the sole discretion of such Holder, and thesubmission of a Notice of Exercise shall be deemed to be such Holder’sdetermination of whether this Warrant is exercisable (in relation to othersecurities owned by such Holder) and of which portion of this Warrant isexercisable, in each case subject to such aggregate percentage limitation, andthe Company shall have no obligation to verify or confirm the accuracy of suchdetermination. For purposes of this Section 3(c), in determining the number ofoutstanding shares of Common Stock, the Holder may rely on the number ofoutstanding shares of Common Stock as reflected in (x) the Company’s most recentForm 10-QSB or Form 10-KSB, as the case may be, (y) a more recent publicannouncement by the Company or (z) any other notice by the Company or theCompany’s Transfer Agent setting forth the number of shares of Common Stockoutstanding. Upon the written or oral request of the Holder, the Company shallwithin two Trading Days confirm orally and in writing to the Holder the numberof shares of Common Stock then outstanding. In any case, the number ofoutstanding shares of Common Stock shall be determined after giving effect tothe conversion or exercise of securities of the Company, including this Warrant,by the Holder or its affiliates since the date as of which such number ofoutstanding shares of Common Stock was reported. (d) If at any time after one year from the date of issuance ofthis Warrant there is no effective Registration Statement registering the resaleof the 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 everytime) after the Effective Date, the average Closing Price of the Common Stockduring a period of twenty (20) consecutive Trading Days, which period shall nothave commenced until after such Effective Date, exceeds $4.00 per share (subjectto appropriate 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 thisright, 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 been 3received 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. Omnibus Signature Page. The execution and delivery by the Company ofan omnibus signature page specifically provided by the Company for such purposeshall be deemed to satisfy all requirements to execute and deliver this Warrantto the Holder thereof. 5. 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. 6. 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. 7. 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 8. Transfer, Division and Combination. (a) Subject to compliance with any applicable securities lawsand the conditions set forth in Sections 1 and 8(e) hereof and to the provisionsof Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunderare transferable, 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 otherWarrants upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in whichnew Warrants are to be issued, signed by the Holder or its agent or attorney.Subject to compliance with Section 8(a), as to any transfer which may beinvolved in such division or combination, the Company shall execute and delivera new Warrant or Warrants in exchange for the Warrant or Warrants to be dividedor combined in accordance with such notice. (c) The Company shall prepare, issue and deliver at its ownexpense (other than transfer taxes) the new Warrant or Warrants under thisSection 8. (d) The Company agrees to maintain, at its aforesaid office,books for the registration and the registration of transfer of the Warrants. (e) If, at the time of the surrender of this Warrant inconnection with any transfer of this Warrant, the transfer of this Warrant shallnot be registered pursuant to an effective registration statement under theSecurities Act and under applicable state securities or blue sky laws, theCompany may require, as a condition of allowing such transfer (i) that theHolder or transferee of this Warrant, as the case may be, furnish to the Companya written opinion of counsel (which opinion shall be in form, substance andscope customary for opinions of counsel in comparable transactions) to theeffect that such transfer may be made without registration under the SecuritiesAct and under applicable state securities or blue sky laws, (ii) that the holderor transferee execute and deliver to the Company an investment letter in formand substance acceptable to the Company and (iii) that the transferee be an”accredited investor” as defined in Rule 501(a) promulgated under the SecuritiesAct or a qualified institutional buyer as defined in Rule 144A(a) under theSecurities Act. 9. 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 10. 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. 11. 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. 12. 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 12. For purposes ofthis Section 12, “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 12 shall similarly apply to successive reorganizations,reclassifications, mergers, consolidations or disposition of assets. 6 13. 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. 14. 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. 15. Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of itsCommon Stock 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,any reclassification or recapitalization of the capital stock of the Company orany consolidation 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. 16. 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 WarrantShares upon the exercise of any purchase rights under this Warrant. The Company 7further 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,the Company 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. 17. Miscellaneous. (a) Jurisdiction. All questions concerning the construction,validity, enforcement and interpretation of this Warrant shall be determined inaccordance with the provisions of the Purchase Agreement. (b) Restrictions. The Holder acknowledges that the WarrantShares acquired 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 delayor failure to exercise any right hereunder on the part of Holder shall operateas a waiver of such right or otherwise prejudice Holder’s rights, powers orremedies, notwithstanding all rights hereunder terminate on the TerminationDate. (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 theabsence of any affirmative action by the Holder to exercise this Warrant orpurchase Warrant Shares, and no enumeration herein of the rights or privilegesof Holder, shall give rise to any liability of Holder for the purchase price ofany Common Stock or as a stockholder of the Company, whether such liability isasserted by the Company or by creditors of the Company. 8 (f) Remedies. The Holder, in addition to being entitled toexercise all rights granted by law, including recovery of damages, will beentitled to specific performance of its rights under this Warrant. The Companyagrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant andhereby agrees to waive the defense in any action for specific performance that aremedy at law would be adequate. (g) Successors and Assigns. Subject to applicable securitieslaws and Section 8(e) hereof, this Warrant and the rights and obligationsevidenced hereby shall inure to the benefit of and be binding upon thesuccessors of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of all validHolders from time to time of this Warrant and shall be enforceable by any suchvalid Holder of Warrant 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 thisWarrant shall 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: April ____, 2006 SYNOVA HEALTHCARE GROUP, INC. By: ——————————————- Name: Stephen E. King Title: Chairman and Chief Executive Officer 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