FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.
THESE SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS."
(VI)
EACH OF CALLISTO AND THE SYNERGY HOLDERS ARE
"ACCREDITED
INVESTORS" AS DEFINED IN RULE 501(A)(1), (A)(2), (A)(3), (A)(7) OR (A)(8) UNDER
THE SECURITIES ACT.
(VII)
EACH OF CALLISTO AND THE SYNERGY HOLDERS, EITHER ALONE OR TOGETHER
WITH THEIR RESPECTIVE
REPRESENTATIVES, HAVE SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE SHARES OF COMPANY
COMMON STOCK, AND HAVE SO EVALUATED THE MERITS AND RISKS OF SUCH INVESTMENT.
CALLISTO AND EACH OF THE SYNERGY HOLDERS HAVE REVIEWED THE DISCLOSURES SET FORTH
IN THE COMPANY DISCLOSURE SCHEDULES TO THIS AGREEMENT, AND HAS HAD THE
OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY AND RECEIVE ANSWERS THERETO
ACCEPTABLE TO THEM.
EACH OF CALLISTO AND THE SYNERGY HOLDERS ARE ABLE TO BEAR
THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES OF COMPANY COMMON STOCK AND, AT
THE PRESENT TIME, ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(VIII)
CALLISTO AND EACH SYNERGY HOLDER UNDERSTANDS THAT THE SHARES OF
COMPANY COMMON STOCK ARE BEING OFFERED AND ISSUED TO IT IN RELIANCE ON SPECIFIC
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE
SECURITIES LAWS AND THAT THE COMPANY IS RELYING UPON, AMONG OTHER THINGS, THE
TRUTH AND ACCURACY OF, AND THEIR COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS SET FORTH IN THIS
SECTION 2(A) IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THEIR
ELIGIBILITY
TO ACQUIRE THE SHARES OF COMPANY COMMON STOCK PURSUANT TO THE TERMS
OF THIS AGREEMENT.
(IX)
EACH OF CALLISTO AND THE SYNERGY HOLDERS ACKNOWLEDGES AND AGREES
THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN
THIS AGREEMENT.
(x)
No broker, finder, agent or similar intermediary has acted on
Callisto or any Synergy Holder's behalf in connection with the transactions
contemplated by this Agreement and there are no brokerage commissions, finder's
fees or similar compensation in connection therewith based on any arrangement or
agreement made by or on its behalf.
(b)
Callisto hereby represents and warrants to the Company that,
subject to the disclosures and exceptions set forth under the corresponding
section of the disclosure schedules annexed hereto (the "Synergy Disclosure
Schedules"), which Synergy Disclosure Schedules shall be deemed a part hereof:
(I)
ALL OF THE DIRECT AND INDIRECT SUBSIDIARIES OF SYNERGY ARE SET
FORTH ON SCHEDULE 2(B)(I).
SYNERGY OWNS, DIRECTLY OR INDIRECTLY, THE PERCENTAGE
OF THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OF EACH SUBSIDIARY AS SET FORTH
ON SCHEDULE 2(B)(I) FREE AND CLEAR OF ANY ENCUMBRANCES, AND ALL THE ISSUED AND
OUTSTANDING SHARES OF CAPITAL STOCK OF EACH SUBSIDIARY ARE