"COMPANY REPRESENTATIVES"), IN CONNECTION WITH ITS PURCHASE OF THE SHARES OF
ZAMBA'S NEXTNET STOCK.
THE PURCHASER HEREBY AGREES TO INDEMNIFY AND HOLD
HARMLESS EACH COMPANY REPRESENTATIVE IN CONNECTION WITH ANY LOSS, CLAIM OR
DEMAND WHICH THE PURCHASER NOW HAS OR IN THE FUTURE MAY HAVE IN CONNECTION WITH
ITS PURCHASE OF THE SHARES OF ZAMBA'S NEXTNET STOCK PURSUANT TO THE TERMS
HEREOF.
(E)
THE PURCHASER UNDERSTANDS THAT THE PURCHASE OF THE SHARES OF
ZAMBA'S NEXTNET STOCK IS A HIGHLY SPECULATIVE INVESTMENT AND INVOLVES A HIGH
DEGREE OF RISK.
THE PURCHASER ACKNOWLEDGES THAT IT MAY NOT EVER BE ABLE TO
RESELL THE SHARES OF ZAMBA'S NEXTNET STOCK PURCHASED PURSUANT TO THE TERMS
HEREOF, WHETHER AT THE PRICE PAID BY THE PURCHASER OR OTHERWISE.
THE PURCHASER
BELIEVES THAT THE INVESTMENT IN THE SHARES OF ZAMBA'S NEXTNET STOCK IS SUITABLE
BASED UPON THE PURCHASER'S INVESTMENT OBJECTIVES AND FINANCIAL NEEDS AND THE
PURCHASER HAS ADEQUATE MEANS OF PROVIDING FOR CURRENT FINANCIAL NEEDS AND
PERSONAL CONTINGENCIES, HAS NO NEED FOR LIQUIDITY OF INVESTMENT WITH RESPECT TO
THE SHARES OF ZAMBA'S NEXTNET STOCK AND CAN AFFORD A COMPLETE LOSS OF SUCH
INVESTMENT.
(F)
THE PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT CERTAIN OF
ZAMBA'S DIRECTORS AND OFFICERS ARE ALSO DIRECTORS AND/OR OFFICERS OF NEXTNET,
WHICH MAY GIVE THEM MATERIAL INSIDE KNOWLEDGE REGARDING NEXTNET'S BUSINESS,
INCLUDING BUT NOT LIMITED TO MATERIAL INFORMATION ABOUT NEXTNET'S TECHNOLOGY,
CLIENTS, CLIENT PROSPECTS, FINANCIAL DATA, EMPLOYEES, AND INVESTORS, AND THE
PURCHASER REPRESENTS THAT HE, SHE, OR IT HAS NOT RELIED AT ALL ON ANY STATEMENT,
REPRESENTATION, AFFIRMATION, OR OMISSION MADE OR NOT MADE BY ANY DIRECTOR,
OFFICER, EMPLOYEE, OR OTHER REPRESENTATIVE OF ZAMBA OR NEXTNET IN CONNECTION
WITH THE PURCHASER'S DECISION TO PURCHASE ZAMBA'S NEXTNET STOCK AND WAIVES ANY
CLAIM, LAWSUIT, LIABILITY, OR DAMAGE, WHETHER KNOWN OR UNKNOWN, THAT MAY FUTURE
ASSERTED AGAINST ZAMBA OR NEXTNET, OR ANY AND ALL OF THE DIRECTORS, OFFICER,
EMPLOYEES, AND REPRESENTATIVES OF EACH OF ZAMBA AND NEXTNET (THE "WAIVED
PARTIES") THAT THE WAIVED PARTIES BENEFITED OR THE PURCHASER SUFFERED DETRIMENT
AS A RESULT OF ANY MATERIAL INSIDE KNOWLEDGE HELD BY THE WAIVED PARTIES THAT IS
OR IS NOT DISCLOSED TO THE PURCHASER IN CONNECTION WITH THE PURCHASE OF ZAMBA'S
NEXTNET STOCK HEREUNDER.
(G)
THE PURCHASER IS ACQUIRING THE SHARES OF ZAMBA'S NEXTNET STOCK FOR
ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES ONLY, AND WITHOUT THE INTENTION OF
RESELLING OR REDISTRIBUTING THE SAME.
(H)
THE PURCHASER IS AWARE THAT, IN THE VIEW OF THE SECURITIES AND
EXCHANGE COMMISSION, A PURCHASE OF THE SHARES OF ZAMBA'S NEXTNET STOCK WITH AN
INTENT TO RESELL BY REASON OF ANY FORESEEABLE SPECIFIC CONTINGENCY OR
ANTICIPATED CHANGE IN MARKET VALUES,
3
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
OF ZAMBA'S NEXTNET STOCK AND FOR WHICH SUCH SHARES WERE PLEDGED, WOULD
CONSTITUTE AN INTENT INCONSISTENT WITH THE FOREGOING REPRESENTATION.
(I)
IF, CONTRARY TO THE PURCHASER'S FOREGOING INTENTIONS, IT SHOULD
LATER DESIRE TO DISPOSE OF OR TRANSFER ANY