EXHIBIT 10.02
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered into as of
the 29th day of May, 2002, by and between Zamba Corporation, a Delaware
corporation (the "Company"), and Robert S. Colman Trust (the "Purchaser").
WHEREAS, the Company owns 1,966,667 shares of Series A preferred stock, $.0001
par value per share ("Zamba's NextNet Stock") of NextNet Wireless, Inc., a
Delaware corporation ("NextNet"), which represents approximately 29% of the
outstanding capital stock of NextNet; and
WHEREAS, Zamba's NextNet Stock can be converted to common shares of NextNet at
the exchange ratio of three shares of common stock for every one share of
preferred stock; and
WHEREAS, Zamba's NextNet Stock is also subject to the Investors Rights Agreement
dated September 21, 1998, by and among NextNet, the Company and certain other
investors, and the Voting Agreement dated September 21, 1998, by and among
NextNet, the Company and certain other investors; 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 has
agreed to sell certain of its shares of Zamba's NextNet Stock (the "Shares")
pursuant to the terms of this Agreement; and
WHEREAS, the Purchaser acknowledges that there is no established trading market
for Zamba's NextNet Stock or the Shares to be issued hereunder;
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, THE SHARES IN ACCORDANCE WITH THE
FOLLOWING TERMS:
(A)
THE COMPANY HEREBY SELLS TO THE PURCHASER, AND THE PURCHASER
HEREBY PURCHASES FROM THE COMPANY, 16,667 SHARES OF ZAMBA'S NEXTNET STOCK (THE
"SHARES"), AT A PURCHASE PRICE OF $6.00 PER SHARE, FOR AN AGGREGATE PURCHASE
PRICE OF $100,002.
PROMPTLY UPON EXECUTION OF THIS AGREEMENT, THE PURCHASER
SHALL PAY THE FULL AMOUNT OF THE PURCHASE PRICE TO THE COMPANY BY WIRE TRANSFER
IN IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT DESIGNATED IN WRITING BY THE
COMPANY.
(B)
WITHIN FIVE BUSINESS DAYS OF THE EXECUTION OF THIS AGREEMENT, THE
COMPANY SHALL DELIVER TO NEXTNET A NOTICE PURSUANT TO THE RIGHT OF FIRST OFFER
SET FORTH IN
SECTION 1.1 OF THE RIGHT OF FIRST REFUSAL AGREEMENT (THE "REFUSAL AGREEMENT")
DATED SEPTEMBER 21, 1998 BY AND AMONG THE COMPANY, NEXTNET, AND THE HOLDERS OF
THE SERIES B PREFERRED STOCK OF NEXTNET. THE NOTICE WILL ENTITLE NEXTNET TO
EXERCISE ITS RIGHT OF FIRST REFUSAL PURSUANT TO THE REFUSAL AGREEMENT.
(C)
IF NEXTNET ELECTS TO EXERCISE ITS RIGHT OF FIRST REFUSAL PURSUANT
TO SECTION 1(B) ABOVE, THE PURCHASE PRICE SHALL BE REFUNDED TO THE PURCHASER
WITHIN FIVE BUSINESS DAYS OF THE COMPANY'S RECEIPT OF FULL PAYMENT FROM NEXTNET
FOR THE SHARES, AND THE PURCHASER SHALL NOT RECEIVE ANY OF THE SHARES.
IF
NEXTNET DECLINES