REPRESENTS, WARRANTS, COVENANTS AND ACKNOWLEDGES TO THE COMPANY THAT:
(A)
THE PURCHASER UNDERSTANDS THAT THE ISSUANCE OF THE SHARES HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR APPLICABLE STATE SECURITIES LAWS.
INSTEAD, THE COMPANY IS ISSUING THE
SHARES PURSUANT TO EXEMPTIONS FROM SUCH LAWS AND IN DOING SO IS AND WOULD BE
RELYING ON, AMONG OTHER THINGS, THE PURCHASER'S REPRESENTATIONS, WARRANTIES,
COVENANTS AND ACKNOWLEDGEMENTS CONTAINED HEREIN.
(B)
THE PURCHASER QUALIFIES AS AN "ACCREDITED INVESTOR" AS SUCH TERM
IS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT.
(C)
AS THE CHAIRMAN OF THE COMPANY'S AND NEXTNET'S BOARD OF DIRECTORS,
THE PURCHASER HAS DETAILED KNOWLEDGE OF THE COMPANY'S AND NEXTNET'S BUSINESS,
FINANCIAL CONDITION AND PROSPECTS.
IN ADDITION, THE PURCHASER HAS BEEN PROVIDED
WITH OR GIVEN ACCESS TO SUCH ADDITIONAL INFORMATION AS THE PURCHASER HAS
REQUESTED FROM THE COMPANY AND HAS UTILIZED SUCH INFORMATION TO HIS SATISFACTION
FOR THE PURPOSE OF OBTAINING INFORMATION REGARDING THE COMPANY'S AND NEXTNET'S
BUSINESS, FINANCIAL CONDITION AND PROSPECTS.
(D)
THE PURCHASER IS ACQUIRING THE SHARES FOR HIS OWN ACCOUNT, FOR
INVESTMENT PURPOSES ONLY, AND WITHOUT THE INTENTION OF RESELLING OR
REDISTRIBUTING THE SHARES;
(E)
THE PURCHASER IS AWARE THAT, IN THE VIEW OF THE SECURITIES AND
EXCHANGE COMMISSION, A PURCHASE OF THE SHARES WITH AN INTENT TO RESELL BY REASON
OF ANY FORESEEABLE SPECIFIC CONTINGENCY OR ANTICIPATED CHANGE IN MARKET VALUES,
OR ANY CHANGE IN NEXTNET'S CONDITION, OR IN CONNECTION WITH A CONTEMPLATED
LIQUIDATION OR SETTLEMENT OF ANY LOAN OBTAINED FOR THE ACQUISITION OF THE SHARES
AND FOR WHICH THE SHARES WERE PLEDGED, WOULD CONSTITUTE AN INTENT INCONSISTENT
WITH THE FOREGOING REPRESENTATION.
(F)
IF, CONTRARY TO THE PURCHASER'S FOREGOING INTENTIONS, HE SHOULD
LATER DESIRE TO DISPOSE OF OR TRANSFER ANY OF THE SHARES IN ANY MANNER, THE
UNDERSIGNED SHALL NOT DO SO WITHOUT (I) FIRST OBTAINING AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND NEXTNET THAT SUCH PROPOSED DISPOSITION OR
TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION PURSUANT TO THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) REGISTERING THE RESALE OF THE
SHARES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
3
(G)
NEITHER THE COMPANY NOR NEXTNET HAS ANY OBLIGATION TO REGISTER THE
SHARES FOR RESALE UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS, OR TO TAKE ANY OTHER ACTION WHICH WOULD FACILITATE THE AVAILABILITY OF
FEDERAL OR STATE REGISTRATION EXEMPTIONS IN CONNECTION WITH ANY RESALE OF THE
SHARES.
ACCORDINGLY, THE PURCHASER MAY BE PROHIBITED BY LAW FROM SELLING OR
OTHERWISE TRANSFERRING OR DISPOSING OF THE SHARES AND MAY HAVE TO BEAR THE
ECONOMIC RISK OF HIS INVESTMENT IN NEXTNET FOR AN INDEFINITE PERIOD.
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
AS A MATERIAL
INDUCEMENT FOR THE PURCHASER'S PURCHASE OF THE SHARES, THE COMPANY REPRESENTS,
WARRANTS, COVENANTS AND ACKNOWLEDGES TO THE PURCHASER THAT:
(A)
THE COMPANY IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS THE REQUISITE