Certain Representations and Warranties of Perri. In order to ----------------------------------------------- induce UIT to consummate the purchase and sale of the Perri Shares to Perri pursuant to this Agreement, Perri represents and warrants to UIT and ULC, as follows: (i) he is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended), and his net worth exceeds $1,000,000; (ii) he already, independent of his acquisition of the Perri Shares pursuant to this Agreement, is a significant investor in the Company, and, as such, already is thoroughly familiar with the Company and its status, business, prospects and financial condition; (iii) he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Perri Shares; (iv) neither UIT, ULC, X. Xxxxxxx or X. Xxxxxxx has provided him with any information or representations of any type in respect of the Company or its status, business, prospects or financial condition, and, instead, he has, for purposes of his investment in the Perri Shares, relied solely upon his own knowledge of the Company and its status, business and financial condition and upon disclosures which have been provided to him by others (in respect of which disclosures, he agrees, UIT, ULC, X. Xxxxxxx and X. Xxxxxxx shall have no responsibility whatsoever); (v) he has been given the opportunity to ask questions of, and receive answers from, Netcruise and its representatives concerning the Company and its status, business, prospects and financial condition, and obtained all such information as he deems necessary to verify the accuracy of the information which has been provided to him in order for him to be able, on a fully informed basis, to evaluate the merits and risks of his investment in the Perri Shares (in respect of which, he agrees, UIT, ULC, X. Xxxxxxx and X. Xxxxxxx shall have no responsibility whatsoever); (vi) he understands that his investment in the Perri Shares involves a high degree of risk; (vii) he has, in connection with his investment in the Perri Shares, independently retained and utilized such financial, legal and other advisors as he deems necessary for purposes of evaluating the merits and risks of his investment in the Perri Shares; (viii) he has determined that his investment in the Perri Shares is a suitable investment for him in view of his actual and anticipated financial needs, and he can afford to bear th...
