CONSENTS AND APPROVALS.
NO GOVERNMENTAL
AUTHORIZATION, AND NO CONSENT, APPROVAL OR AUTHORIZATION OF, OR NOTICE TO, OR
OTHER ACTION BY, ANY OTHER PERSON, IS REQUIRED FOR THE DUE EXECUTION, DELIVERY,
RECORDATION, FILING OR PERFORMANCE BY BUYER OF THIS AGREEMENT, OR FOR ANY OF THE
OTHER TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT FOR ANY SUCH AUTHORIZATION OR
CONSENT WHICH HAS BEEN OR WILL BE OBTAINED PRIOR TO THE TIME AT WHICH IT IS
REQUIRED TO BE OBTAINED
7
(F)
LITIGATION.
THERE IS NO ACTION, SUIT, OR
PROCEEDING PENDING OR, TO THE KNOWLEDGE OF BUYER, THREATENED, WHICH IN ANY WAY
INVOLVES OR AFFECTS THE BUYER, BY OR BEFORE ANY COURT, GOVERNMENTAL ENTITY OR
ARBITRATION PANEL OR ANY OTHER PERSON.
(G)
AVAILABLE FINANCING.
BUYER HAS READILY
AVAILABLE TO IT ADEQUATE FINANCING NECESSARY TO CONSUMMATE THE TRANSACTION.
(H)
INVESTMENT REPRESENTATIONS.
BUYER
UNDERSTANDS AND ACKNOWLEDGES THAT:
(I)
BUYER IS ACQUIRING THE STOCK FOR ITS OWN
ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO THE RESALE OR OTHER
DISTRIBUTION THEREOF.
BY TAKING THE STOCK, IT IS PREPARED TO CONTINUE TO BEAR
THE ECONOMIC RISK OF SUCH INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE
THE STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR APPLICABLE STATE SECURITIES LAWS.
AS A RESULT, THE STOCK MUST
BE HELD UNTIL THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
(II)
SELLERS INTEND TO, AND BUYER AGREES THAT
SELLERS MAY, PLACE OR CAUSE TO BE PLACED A LEGEND ON THE STOCK, STATING THAT
THEY HAVE NOT BEEN REGISTERED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES
LAWS AND SETTING FORTH OR REFERRING TO THE RESTRICTIONS ON TRANSFERABILITY AND
SALE THEREOF.
(III)
AS OF THE CLOSING DATE, BUYER HAS HAD AN
OPPORTUNITY TO DISCUSS PRISM'S AND PROVIDENT'S BUSINESS, MANAGEMENT AND
FINANCIAL AFFAIRS WITH SELLERS, HAS RECEIVED ALL INFORMATION HE HAS REQUESTED
FROM PRISM OR PROVIDENT, AS APPLICABLE, AND SELLERS AND BELIEVES SUCH
INFORMATION IS SUFFICIENT TO MAKE AN INFORMED DECISION WITH RESPECT TO HIS
PURCHASE OF THE STOCK.
(IV)
BUYER POSSESSES THE FINANCIAL RESOURCES TO
BEAR THE RISK OF ECONOMIC LOSS WITH RESPECT TO HIS PURCHASE OF THE STOCK.
BUYER
IS AWARE THAT NO GUARANTEES HAVE BEEN OR CAN BE MADE BY SELLERS OR ANY OF THEIR
REPRESENTATIVES RESPECTING THE FUTURE VALUE, IF ANY, OF THE STOCK OR THE
PROFITABILITY OR SUCCESS OF THE BUSINESS OF PRISM.
(V)
BUYER HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT IT IS ABLE TO EVALUATE THE MERITS AND MAKE
AN INFORMED INVESTMENT DECISION WITH RESPECT TO HIS PURCHASE OF THE STOCK.
(VI)
THE OFFERING OF THE STOCK TO BUYER WAS MADE
ONLY THROUGH DIRECT, PERSONAL COMMUNICATION BETWEEN BUYER AND SELLERS AND NOT
THROUGH PUBLIC SOLICITATION OR ADVERTISING.
(VII)
AT THE TIME BUYER WAS OFFERED THE STOCK TO BE
ACQUIRED HEREUNDER, BUYER WAS AND, AT THE CLOSING DATE, BUYER IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE ACT.
(I)