Exhibit 4.3.2
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the “
Agreement ”) is made and entered into on
January 12, 2007 between David J. Harrison (the “
Holder ”) and Synova Healthcare Group, Inc . a
Nevada corporation (the “ Company ”).
RECITALS
A. The Company has determined that
it is advisable and in its best interest to enter into that certain
Securities Purchase Agreement, dated January 12, 2007 (the
“ Purchase Agreement ”) with the Purchasers
named therein (the “ Purchasers ”), pursuant to
which the Company will issue and sell in a private offering
securities of the Company (the “ Offering ”).
Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement will have the meanings given such
terms in the Purchase Agreement.
B. In connection with the Offering,
the Company has agreed to provide the Purchasers certain
registration rights, and in furtherance thereof has agreed to file
a registration statement to enable the Purchasers to resell certain
of the securities subject of the Offering.
C. It is a condition to the
Purchasers’ respective obligations to close under the
Purchase Agreement and provide the financing contemplating by the
Offering that each Holder execute and deliver to the Company this
Agreement.
D. In contemplation of, and as a
material inducement for the Purchasers to enter into, the Purchase
Agreement, the Holder and the Company have each agreed to execute
and deliver this Agreement.
NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending
to be legally bound, agree as follows:
1. Effectiveness of Agreement
. This Agreement shall become null and void if the Purchase
Agreement is terminated prior to closing. The Holder has
independently evaluated the merits of its decision to enter into
and deliver this Agreement, and such Holder confirms that it has
not relied on the advice of the Company or any other
person.
2. Representations and
Warranties . Each of the parties hereto, by their respective
execution and delivery of this Agreement, hereby represents and
warrants to the others and to all third party beneficiaries of this
Agreement that (a) such party has the full right, capacity and
authority to enter into, deliver and perform its respective
obligations under this Agreement, (b) this Agreement has been
duly executed and delivered by such party and is the binding and
enforceable obligation of such party, enforceable against such
party in accordance with the terms of this Agreement and
(c) the execution, delivery and performance of such
party’s obligations under this Agreement will not conflict
with or breach the terms of any other agreement, contract,
commitment or understanding to which such party is a party or to
which the assets or securities of such party are bound.
3. Beneficial Ownership .
Holder hereby represents and warrants that it does not beneficially
own (as determined in accordance with Section 13(d) of the
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder) any shares of Common Stock, or any economic
interest therein or derivative therefrom, other than those shares
of Common Stock specified on its signature page to this Agreement.
For purposes of the Agreement the shares of Com
