THE TERMS HEREOF.
THE PURCHASER
HEREBY ACKNOWLEDGES THAT IT HAS MADE ITS OWN INDEPENDENT INVESTIGATION OF
NEXTNET'S BUSINESS AND THAT IT IS NOT RELYING ON ANY INFORMATION WHICH MAY BEEN
PROVIDED BY THE COMPANY, INCLUDING, BUT NOT LIMITED TO, THE COMPANY'S OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE
"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 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.
(G)
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, 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.
(H)
IF, CONTRARY TO THE PURCHASER'S FOREGOING INTENTIONS, IT SHOULD LATER
DESIRE TO DISPOSE OF OR TRANSFER ANY OF THE SHARES OF ZAMBA'S NEXTNET STOCK IN
ANY MANNER, THE UNDERSIGNED SHALL NOT DO SO WITHOUT (I) FIRST OBTAINING AN
OPINION OF COUNSEL SATISFACTORY TO NEXTNET THAT SUCH PROPOSED DISPOSITION OR
TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION PURSUANT TO THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS OR
3
(II) REGISTERING THE RESALE OF SUCH SHARES UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.
(I)
NEITHER THE COMPANY NOR NEXTNET HAS ANY OBLIGATION TO REGISTER THE
SHARES OF ZAMBA'S NEXTNET STOCK 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 SUCH SHARES.
ACCORDINGLY, THE PURCHASER MAY BE
PROHIBITED BY LAW