(NOR, TO THE KNOWLEDGE OF HOLDINGS, IS THERE
ANY SUCH GOVERNMENTAL ORDER THREATENED TO BE IMPOSED BY ANY GOVERNMENTAL
AUTHORITY) THAT WOULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT ON HOLDINGS.
(VI)
STOCK OWNERSHIP.
ALL OF SYMPHONY GENISIS' ISSUED AND OUTSTANDING
SYMPHONY GENISIS EQUITY SECURITIES ARE OWNED BENEFICIALLY AND OF RECORD BY
HOLDINGS, FREE AND CLEAR OF ANY AND ALL ENCUMBRANCES.
(VII)
INTERIM OPERATIONS.
HOLDINGS WAS FORMED SOLELY FOR THE PURPOSE OF
ENGAGING IN THE TRANSACTIONS CONTEMPLATED BY THE OPERATIVE DOCUMENTS, HAS
ENGAGED IN
10
NO OTHER BUSINESS ACTIVITIES AND HAS CONDUCTED ITS OPERATIONS ONLY AS
CONTEMPLATED BY THE OPERATIVE DOCUMENTS.
(VIII)
ACCREDITED INVESTOR.
(A)
HOLDINGS IS AND WILL REMAIN AT ALL RELEVANT TIMES AN ACCREDITED
INVESTOR.
(B)
HOLDINGS HAS RELIED COMPLETELY ON THE ADVICE OF, OR HAS CONSULTED
WITH OR HAS HAD THE OPPORTUNITY TO CONSULT WITH, ITS OWN PERSONAL TAX,
INVESTMENT, LEGAL OR OTHER ADVISORS AND HAS NOT RELIED ON ISIS OR ANY OF ITS
AFFILIATES FOR ADVICE RELATED TO ANY OFFER AND SALE OF ISIS COMMON STOCK IN
CONNECTION WITH THE PURCHASE OPTION.
HOLDINGS HAS REVIEWED THE INVESTMENT
OVERVIEW AND IS AWARE OF THE RISKS DISCLOSED THEREIN.
HOLDINGS ACKNOWLEDGES
THAT IT HAS HAD A REASONABLE OPPORTUNITY TO CONDUCT ITS OWN DUE DILIGENCE WITH
RESPECT TO THE PRODUCTS, THE PROGRAMS, SYMPHONY GENISIS, ISIS AND THE
TRANSACTIONS CONTEMPLATED BY THE OPERATIVE DOCUMENTS.
(C)
HOLDINGS IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT FOR
AN INDEFINITE PERIOD AND TO AFFORD A COMPLETE LOSS THEREOF
(D)
HOLDINGS AGREES THAT THE ISIS COMMON STOCK MAY NOT BE RESOLD (A)
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT (UNLESS AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE), OR (B) IN VIOLATION OF ANY LAW.
(E)
NO PERSON OR ENTITY ACTING ON BEHALF OF, OR UNDER THE AUTHORITY
OF, HOLDINGS IS OR WILL BE ENTITLED TO ANY BROKER'S, FINDER'S, OR SIMILAR FEES
OR COMMISSION PAYABLE BY ISIS OR ANY OF ITS AFFILIATES.
(B)
HOLDINGS HEREBY COVENANTS AND AGREES WITH ISIS AS FOLLOWS:
(I)
CONTRIBUTION TO SYMPHONY GENISIS.
ON OR PRIOR TO THE STOCK
PAYMENT DATE, HOLDINGS SHALL, PURSUANT TO THE SUBSCRIPTION AGREEMENT, CONTRIBUTE
PROCEEDS FROM THE FINANCING OF $75,000,000 TO SYMPHONY GENISIS, INC.
(II)
ENCUMBRANCE.
HOLDINGS WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, CREATE, ASSUME OR SUFFER TO EXIST ANY ENCUMBRANCE ON ANY OF ITS
SYMPHONY GENISIS EQUITY SECURITIES EXCEPT WITH THE PRIOR WRITTEN CONSENT OF
ISIS.
(III)
TRANSFER AND AMENDMENT.
COMMENCING UPON THE DATE HEREOF AND
ENDING UPON THE EARLIER TO OCCUR OF (X) THE PURCHASE OPTION CLOSING DATE, (Y)
THE UNEXERCISED EXPIRATION OF THE PURCHASE OPTION PERIOD, AND (Z) THE
TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 9 (SUCH PERIOD, THE "TERM"),
THE MANAGER OF HOLDINGS SHALL NOT (A) TRANSFER, OR PERMIT THE TRANSFER OF, ANY
MEMBERSHIP INTEREST WITHOUT THE PRIOR WRITTEN CONSENT OF ISIS OR (B) AMEND, OR
PERMIT THE AMENDMENT OF, ANY PROVISIONS RELATING TO THE TRANSFER OF MEMBERSHIP
INTERESTS, AS SET FORTH IN SECTION 7.02 OF THE