Transaction Documents Uses in Adverse Changes Clause

Adverse Changes 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.

Adverse Changes. No material adverse change will have occurred in the business, financial condition, prospects, assets or operations of the Company since December 31, 2005, except as set forth on Annex 5.5 attached hereto.