Definition of Material Adverse Effect from Stock Purchase Agreement
This Stock Purchase Agreement (this "Agreement") is dated as of June 30, 2006, by and between Michael Vardakis ("Seller") and David Price ("Price"). Seller herby agrees that Price may assign all or any portion of his rights and obligations under this Agreement to one or more transferees ("Permitted Designees"). Each Permitted Designee, if any, will be an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). As used in this Agreement, the term "Buyer" means Price and/o r the Permitted Designees purchasing any of Seller's shares of Common Stock, par value $.0001 per share ("Common Stock") of Syntony Group, Inc., a Utah corporation (the "Company"), pursuant to this Agreement, and the term "Parties" means Seller and Price and/or Price's Permitted Designees.
Definition of Material Adverse Effect. "Material Adverse Effect" with respect to a party means a material adverse change in or effect on the business, operations, financial condition, properties, liabilities or prospects of that party taken as a whole; provided, however, that a Material Adverse Effect will not be deemed to include (i) changes as a result of the announcement of this Agreement or the transactions contemplated hereby, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written. Seller /s/Michael Vardakis Michael Vardakis Buyer /s/ David Price David Price