Common use of Purchase and Sale of Preferred Stock Clause in Contracts

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, 8,334 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,004. 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) Promptly upon receipt of the purchase price, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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. (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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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 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, 8,334 a number of shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an ) that is determined by dividing the aggregate purchase price of $50,004250,000 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 present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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. (c) If NextNet elects to exercise its right of first refusal pursuant to Section 1(b) above1.1 of the Right of First Refusal Agreement, the Purchase Price 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, without interest, and the Purchaser shall not receive any of the Sharespurchased shares of Zamba’s NextNet Stock. If NextNet declines to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Right of First Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Right of First Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above1.1 of the Right of First Refusal Agreement, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares shares of Zamba’s NextNet Stock that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata share-for-share basis basis. Within ten business days Promptly after the expiration of the investor pro rata right of first refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares shares of Zamba’s NextNet Stock purchased.

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, 8,334 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 $50,004100,002. 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) Promptly upon receipt Within five business days of the purchase priceexecution of this Agreement, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, deliver to NextNet a notice pursuant to the Right of First Offer set forth in 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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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, 8,334 1,341 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,0048,046. 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) Promptly upon receipt of the purchase price, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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. (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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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, 8,334 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 3.00 per share, for an aggregate purchase price of $50,004$ . 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) Promptly upon receipt Within five business days of the purchase priceexecution of this Agreement, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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, 8,334 83,333 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,004499,998.00. 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) Promptly upon receipt Within five business days of the purchase priceexecution of this Agreement, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, deliver to NextNet a notice pursuant to the Right of First Offer set forth in 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. (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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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, 8,334 10,000 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,00460,000. 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) Promptly upon receipt of the purchase price, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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. (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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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, 8,334 22,786 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,004136,716. 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) Promptly upon receipt of the purchase price, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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. (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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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, 8,334 58,334 shares of Zamba’s 's NextNet Stock (the “"Shares”"), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,004350,004. 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) Promptly upon receipt of the purchase price, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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. (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 's receipt of full payment from NextNet for the Shares, and the Purchaser shall not receive any of the Shares. If NextNet declines to exercise its right of first refusal, the Company shall, within five business days after the Company’s 's receipt of NextNet’s 's notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s 's receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s 's name representing the number of Shares purchased. (e) If at any time prior to December 31, 2002, the Company sells additional Shares for an aggregate purchase price equal to or in excess of One Hundred Thousand Dollars ($100,000) at a per share purchase price that is less than the per share purchase price set forth in Section 1(a) above (a "Lower Per Share Price"), the Company shall provide the Purchaser with such a number of additional Shares (the "Additional Shares") such that the per share purchase price paid by Purchaser hereunder is equivalent to the Lower Per Share Price, pursuant to the following formula: Additional Shares = $350,000 - (58,334 * Lower Per Share Price) Lower Per Share Price

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, 8,334 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,004$ . 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) Promptly upon receipt Within five business days of the purchase priceexecution of this Agreement, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, deliver to NextNet a notice pursuant to the Right of First Offer set forth in 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. (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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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, 8,334 158,334 shares of Zamba’s 's NextNet Stock (the “"Shares”"), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,004950,004. 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) Promptly upon receipt of the purchase price, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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. (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 's receipt of full payment from NextNet for the Shares, and the Purchaser shall not receive any of the Shares. If NextNet declines to exercise its right of first refusal, the Company shall, within five business days after the Company’s 's receipt of NextNet’s 's notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s 's receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s 's name representing the number of Shares purchased. (e) If at any time prior to December 31, 2002, the Company sells additional Shares for an aggregate purchase price equal to or in excess of One Hundred Thousand Dollars ($100,000) at a per share purchase price that is less than the per share purchase price set forth in Section 1(a) above (a "Lower Per Share Price"), the Company shall provide the Purchaser with such a number of additional Shares (the "Additional Shares") such that the per share purchase price paid by Purchaser hereunder is equivalent to the Lower Per Share Price, pursuant to the following formula: Additional Shares = $950,000 - (158,334 * Lower Per Share Price) Lower Per Share Price

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 Purchaser agrees to pay to the Purchaser, and the Purchaser hereby purchases from the Company, 8,334 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for Company an aggregate purchase price of $50,004400,000 (the “Purchase Price”) for the Shares. Promptly upon following the execution of this Agreement, the Purchaser shall pay the full amount of the purchase price Purchase Price to the Company by wire transfer in immediately available funds to an account designated in writing by the Company. (b) Promptly upon receipt In order to determine the number of Shares to be received by the Purchaser from the Company in exchange for the Purchase Price, the Company and the Purchaser hereby agree that the number of Shares shall be determined by dividing the Purchase Price by the price per share of Zamba’s NextNet Stock, with the price per share determined by the first to occur of the purchase pricefollowing events: (i) the price per share of Zamba’s NextNet Stock determined upon the merger, consolidation, sale of all or substantially all of the assets or any other change-in-control of NextNet in which NextNet is not the continuing corporation after such merger, consolidation, sale of all or substantially all of the assets or other such change-in-control; (ii) the price per share of Zamba’s NextNet Stock established upon the Company’s sale of any shares of Zamba’s NextNet Stock to any third party; (iii) if the events specified in (i) or (ii)above have not occurred by December 31, 2002, the Company and the Purchaser shall agree to engage an independent accountant, valuation expert or other entity experienced in the valuation of companies substantially similar to NextNet to prepare a valuation of Zamba’s NextNet Stock, which valuation shall be binding upon the Company and the Purchaser. (c) Notwithstanding the foregoing, if the valuation determined pursuant to Section 1(b) above would otherwise result in the issuance of a greater number of shares of Zamba’s NextNet Stock than the number of shares of Zamba’s NextNet Stock then owned by the Company, after subtracting the number of shares to be provided to the Purchaser pursuant to the February Stock Purchase Agreement, the number of Shares to be issued to the Purchaser under this Agreement shall be limited to the number of shares of Zamba’s NextNet Stock then owned by the Company. (d) Within ten business days after the determination of the number of Shares to be issued to the Purchaser in accordance with the provisions set forth in Section 1(b) above, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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 CompanyZamba Corporation (“Zamba”) (formerly known as “Racotek, Inc.”), NextNet Wireless, Inc. (“NextNet”) (formerly known as “NextNet, Inc.”) and the holders of the Series B Preferred Stock of NextNet. (ce) If NextNet elects to exercise its right of first refusal pursuant to Section 1(b1(d) above, the Purchase Price shall be refunded to the Purchaser within five ten 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 to exercise its right of first refusal, the Company shall, within five ten business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (df) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c1(e) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five ten business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, and subject to the limitations set forth in Section 1(c) above, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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, 8,334 5,000 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,00430,000. 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) Promptly upon receipt of the purchase price, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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. (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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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, 8,334 873 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,0045,238. 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) Promptly upon receipt of the purchase price, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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. (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 to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.

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 Purchaser agrees to pay to the Purchaser, and the Purchaser hereby purchases from the Company, 8,334 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for Company an aggregate purchase price of $50,004300,000 (the “Purchase Price”) for the Shares. Promptly upon following the execution of this Agreement, the Purchaser shall pay the full amount of the purchase price Purchase Price to the Company by wire transfer in immediately available funds to an account designated in writing by the Company. (b) Promptly upon receipt In order to determine the number of Shares to be received by the Purchaser from the Company in exchange for the Purchase Price, the Company and the Purchaser hereby agree that the number of Shares shall be determined by dividing the Purchase Price by the price per share of the purchase priceNextNet Preferred Stock, with the price per share determined by the first to occur of the following events: (i) the price per share of the NextNet Preferred Stock received by the shareholders of NextNet upon the merger, consolidation, sale of all or substantially all of the assets or any other change-in-control of NextNet in which NextNet is not the continuing corporation after such merger, consolidation, sale of all or substantially all of the assets or other such change-in-control; (ii) the price per share of the NextNet Preferred Stock established upon the Company’s sale of any shares of NextNet Preferred Stock to any third party; provided, however, that the Company shall have sold not less than ____ shares of NextNet Preferred Stock to such third party in connection with such sale; (iii) if the events specified in (i) or (ii)above have not occurred by 12/31, 2002, the Company and the Purchaser shall agree to engage an independent accountant, valuation expert or other entity experienced in the valuation of companies substantially similar to NextNet to prepare a valuation of the NextNet Preferred Stock, which valuation shall be binding upon the Company and the Purchaser. (c) Notwithstanding the foregoing, if the valuation determined pursuant to Section 1(b) above would otherwise result in the issuance of a greater number of shares of NextNet Preferred Stock than the number of shares of NextNet Preferred Stock then owned by the Company, the number of Shares to be issued to the Purchaser shall be limited to the number of shares of NextNet Preferred Stock then owned by the Company. (d) Within ten business days after the determination of the number of Shares to be issued to the Purchaser in accordance with the provisions set forth in Section 1(b) above, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, 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 CompanyZamba Corporation (“Zamba”) (formerly known as “Racotek, Inc.”), NextNet Wireless, Inc. (“NextNet”) (formerly known as “NextNet, Inc.”) and the holders of the Series B Preferred Stock of NextNet. (ce) If NextNet elects to exercise its right of first refusal pursuant to Section 1(b1(d) above, the Purchase Price shall be refunded to the Purchaser within five ten 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 to exercise its right of first refusal, the Company shall, within five ten business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement. (df) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c1(e) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five ten business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days after the expiration of the investor refusal period, and subject to the limitations set forth in Section 1(c) above, the Company shall deliver to the Purchaser a certificate registered in the Purchaser’s name representing the number of Shares purchased.