EXHIBIT 10.66
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered into as of
the 14 day of Feb, 2003, by and between Zamba Corporation, a Delaware
corporation (the "Company"), and Joel Schwieters (the "Purchaser").
WHEREAS, the Company owns shares of Series A Preferred Stock, $.0001 par value
per share ("Zamba's NextNet Stock"), of NextNet Wireless, Inc., a Delaware
corporation ("NextNet"), pursuant to the Series A Preferred Stock Purchase
Agreement dated as of September 21, 1998 between Zamba and NextNet (the "Zamba
Purchase Agreement"); and
WHEREAS, Zamba's NextNet Stock can be converted into common shares of NextNet at
the exchange ratio of three shares of NextNet common stock for every one share
of Zamba's NextNet Stock; and
WHEREAS, Zamba's NextNet Stock is also subject to the Second Amended and
Restated Investors' Rights Agreement dated as of November 14, 2002 among the
Company, NextNet and the investors and founders identified therein (the
"Investors' Rights Agreement"), Right of First Refusal Agreement dated as of
September 21, 1998 among the Company, NextNet and the Series B purchasers
identified therein (the "Right of First Refusal Agreement"), and the Second
Amended and Restated Voting Agreement dated November 14, 2002, among NextNet,
the Company and certain other investors (the "Voting Agreement"); and
WHEREAS, the Purchaser is thoroughly familiar with NextNet's business, financial
condition and prospects; and
WHEREAS, the Purchaser desires to purchase from the Company and the Company
desires to sell to the Purchaser certain of its shares of Zamba's NextNet Stock;
and
WHEREAS, the Purchaser acknowledges that there is no established trading market
or other current valuation for Zamba's NextNet Stock;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1.
PURCHASE AND SALE OF PREFERRED STOCK.
IN CONSIDERATION OF THIS
AGREEMENT, THE COMPANY HEREBY AGREES TO SELL TO THE PURCHASER, AND THE PURCHASER
HEREBY AGREES TO PURCHASE FROM THE COMPANY, SHARES OF ZAMBA'S NEXTNET STOCK IN
ACCORDANCE WITH THE FOLLOWING TERMS:
(A)
THE COMPANY HEREBY SELLS TO THE PURCHASER, AND THE PURCHASER
HEREBY PURCHASES FROM THE COMPANY, A NUMBER OF SHARES OF ZAMBA'S NEXTNET STOCK
(THE "SHARES") THAT IS DETERMINED BY DIVIDING THE AGGREGATE PURCHASE PRICE OF
$250,000 BY A PER SHARE PURCHASE PRICE THAT IS THE LESSER OF $6.00 PER SHARE OR
SUCH LOWER PER SHARE PRICE (ON A COMMON SHARE EQUIVALENT BASIS, WITHOUT GIVING
EFFECT TO DIFFERENCES IN RIGHTS) THAT
NEXTNET RECEIVES ON SALES OF OTHER PREFERRED STOCK
FOR AGGREGATE CONSIDERATION
OF AT LEAST $250,000 ON OR BEFORE MARCH 31, 2003.
PROMPTLY UPON EXECUTION OF
THIS AGREEMENT, AND AS A CONDITION TO THE COMPANY TAKING THE STEPS OUTLINED IN
SUBPARAGRAPH (B) BELOW, THE PURCHASER SHALL PAY THE FULL AMOUNT OF THE PURCHASE
PRICE TO THE COMPANY BY CHECK OR WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO
AN ACCOUNT DESIGNATED IN WRITING BY THE COMPANY.
(B)
PROMPTLY UPON RECEIPT OF THE PURCHASE PRICE, THE COMPANY SHALL
DELIVER TO NEXTNET A