**EXHIBIT10.01**

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#### **STOCK PURCHASE AGREEMENT**

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This Stock Purchase Agreement (this “Agreement”) ismade and entered into as of the 9th day of August, 2002, by and between ZambaCorporation, a Delaware corporation (the “Company”), and John T. Johnson (the“Purchaser”).

 

WHEREAS, the Company owns shares of Series A preferredstock, $.0001 par value per share (“Zamba’s NextNet Stock”) of NextNetWireless, Inc., a Delaware corporation (“NextNet”), pursuant to the Series APreferred Stock Purchase Agreement dated as of September 21, 1998 between Zambaand NextNet (the “Zamba Purchase Agreement”); and

 

WHEREAS, Zamba’s NextNet Stock can be converted tocommon shares of NextNet at the exchange ratio of three shares of common stockfor every one share of preferred stock; and

 

WHEREAS, Zamba’s NextNet Stock is also subject to theAmended and Restated Investors’ Rights Agreement dated as of July 10, 2000among Zamba, NextNet and the Investors and Founders identified therein (the“Investors’ Rights Agreement”), Right of First Refusal Agreement dated as ofSeptember 21, 1998 among the Zamba, NextNet and the Series B Purchasersidentified therein (the “Right of First Refusal Agreement”), and the VotingAgreement dated September 21, 1998, by and among NextNet, the Company and certainother investors (the “Voting Agreement”); and

 

WHEREAS, the Purchaser is thoroughly familiar with theCompany’s and NextNet’s business, financial condition and prospects; and

 

WHEREAS, the Purchaser desires to purchase from theCompany and the Company desires to sell to the Purchaser certain of its sharesof Zamba’s NextNet Stock; and

 

WHEREAS, the Purchaser acknowledges that there is noestablished trading market or other current valuation for Zamba’s NextNet Stockor the Shares to be issued hereunder;

 

NOW, THEREFORE, in consideration of the premises andother good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, the parties agree as follows:

 

1.             Purchaseand Sale of Preferred Stock.  Inconsideration of this Agreement, the Company hereby agrees to sell to thePurchaser, and the Purchaser hereby agrees to purchase from the Company, theShares in accordance with the following terms:

 

(a)          The Company hereby sells to thePurchaser, and the Purchaser hereby purchases from the Company, 8,334 shares ofZamba’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 thefull amount of the purchase price to the Company by wire transfer inimmediately available funds to an account designated in writing by the Company.

 

(b)          Promptly upon receipt of the purchaseprice, the Company shall present the transaction to the independent members ofthe Company’s Board of Directors for the approval or disapproval of the Boardof Directors.  If the Company’s Board ofDirectors disapproves the transaction, the full purchase price shall bepromptly refunded to the Purchaser.  Ifthe Company’s Board of Directors approves the transaction, the Company shall,within five business days of such approval, deliver to NextNet a noticepursuant to the Right of First Offer set forth in Section 1.1 of the Right ofFirst Refusal Agreement (the “Refusal Agreement”) dated September 21, 1998 byand among the Company, NextNet, and the holders of the Series B Preferred Stockof NextNet.

 

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(c)          If NextNet elects to exercise itsright of first refusal pursuant to Section 1(b) above, the Purchase Price shallbe refunded to the Purchaser withinfive business days of the Company’s receipt of full payment from NextNet forthe Shares, and the Purchaser shall not receive any of the Shares.  If NextNet declines to exercise its right offirst refusal, the Company shall, within five business days after the Company’sreceipt of NextNet’s notice to decline its right, notify each investor inNextNet eligible under the Refusal Agreement of its opportunity to exercise itspro rata right of first refusal pursuant to the Refusal Agreement.

 

(d)          If any of the eligible investors inNextNet  elects to exercise its pro rataright of first refusal pursuant to Section 1(c) above, the Company will forwardto the Purchaser the payments the Company receives from such investor(s) withinfive business days of the Company’s receipt of such payment, and the number ofShares that the Purchaser will receive pursuant to this Agreement shall bereduced on a pro rata basis.  Within tenbusiness days after the expiration of the investor refusal period, the Companyshall deliver to the Purchaser a certificate registered in the Purchaser’s namerepresenting the number of Shares purchased.

 

2.             Representationsand Warranties of the Purchaser.  Asa material inducement for the Company’s issuance and sale of the Shares, thePurchaser represents, warrants, covenants and acknowledges to the Company that:

 

(a)          The Purchaser understands that theissuance of the Shares have not been registered under the Securities Act of1933, as amended (the“Securities Act”), or applicable state securities laws.  Instead, the Company is issuing the Sharespursuant to exemptions from such laws and in doing so is and would be relyingon, among other things, the Purchaser’s representations, warranties, covenantsand acknowledgements contained herein.

 

(b)          The Purchaser qualifies as an“accredited investor” as such term is defined in Rule 501(a) of Regulation Dunder the Securities Act, and as further represented in Section 3 of thisAgreement.

 

(c)          The Purchaser has sufficient knowledgeand experience in financial and business matters that the Purchaser is capableof evaluating the merits and risks of investing in the Shares.

 

(d)          The Purchaser has been provided withor given access to such additional information as the Purchaser has requestedfrom the Company (including the opportunity to meet with Company officers andto review all the documents that Purchaser may have requested) and has utilizedsuch information to his satisfaction for the purpose of obtaining in additionto, or verifying the accuracy of the information provided, regarding theCompany’s and NextNet’s business, financial condition and prospects.

 

(e)          The Purchaser understands that thepurchase of the Shares is a highly speculative investment and involves a highdegree of risk.  The Purchaser believesthat the investment in the Shares is suitable based upon the Purchaser’sinvestment objectives and financial needs and the Purchaser has adequate meansof providing for current financial needs and personal contingencies, has noneed for liquidity of investment with respect to the Shares and can afford acomplete loss of such investment.

 

(f)           The Purchaser is acquiring the Sharesfor his own account, for investment purposes only, and without the intention ofreselling or redistributing the Shares.

 

(g)          The Purchaser is aware that, in theview of the Securities and Exchange Commission, a purchase of the Shares with an intent to resell by reason of anyforeseeable specific contingency or anticipated change in market values, or anychange in NextNet’s condition, or in connection with a contemplated liquidationor settlement of any loan obtained for the acquisition

 

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of the Shares and for whichthe Shares were pledged, would constitute an intent inconsistent with theforegoing representation.

 

(h)          If, contrary to the Purchaser’sforegoing intentions, he should later desire to dispose of or transfer any ofthe Shares in any manner, theundersigned shall not do so without (i) first obtaining an opinion of counselsatisfactory to the Company and NextNet that such proposed disposition ortransfer may lawfully be made without registration pursuant to the SecuritiesAct and applicable state securities laws or (ii) registering the resale ofthe Shares under the Securities Act and applicable state securities laws.

 

(i)           Neither the Company nor NextNet hasany obligation to register the Shares for resale under the Securities Act or any applicable state securities laws, or to takeany other action which would facilitate the availability of federal or stateregistration exemptions in connection with any resale of the Shares.  Accordingly, the Purchaser may be prohibitedby law from selling or otherwise transferring or disposing of the Shares andmay have to bear the economic risk of his investment in NextNet for anindefinite period.

 

(j)           The Purchaser, if other than anindividual, represents that (a) the Purchaser was not organized for thespecific purpose of acquiring the Shares; and (b) this Agreement has been duly authorizedby all necessary action on the part of the Purchaser, has been duly executed byan authorized officer or representative of the Purchaser, and is a legal,valid, and binding obligation of the Purchaser enforceable in accordance withits terms.

 

(k)          There is no investment banker, broker,finder or other intermediary which has been retained by or is authorized to acton behalf of Purchaser who might be entitled

 

to any fee orcommission from the Company upon consummation of the transactions contemplatedby this Agreement.

 

(l)           Purchaser agrees to be bound by thetransfer restrictions described in Section 3.6 of the Series A Preferred Stock Purchase Agreement dated as of September 21, 1998between Zamba and NextNet.

 

(m)         Purchaser acknowledges that theprovisions of the Right of First Refusal Agreement dated as of September 21,1998 among the Zamba, NextNet and the Series B Purchasers identified thereinshall continue to apply to the Shares held by Purchaser.

 

(n)          Purchaser acknowledges that he or she hasalready received a copy of the Amended and Restated Investors’ Rights Agreement dated as of July 10, 2000among Zamba, NextNet and the Investors and Founders identified therein (the“Investors’ Rights Agreement”). Purchaser understands that, pursuant to the terms of the Investors’Rights Agreement, the registration rights described in Section 1 and the rightof first offer described in Section 2.6 thereof have not been assigned to thePurchaser by Zamba.  Accordingly, thePurchaser is not entitled to any registration rights or rights of first offerwith respect to the Purchaser’s ownership of the Shares.

 

3.             AccreditedInvestor Status.  The Purchaser isan “accredited investor” as defined in Rule 501(a) of Regulation D of theSecurities Act, because the Purchaser meets at least one of the followingcriteria (please check one):

 

o            The Purchaser is a natural personwhose individual net worth, or joint net worth with his or her spouse, exceeds$1,000,000 at the time of the Purchaser’s purchase; or

 

o            The Purchaser is a natural personwho had an individual income in excess of $200,000 in each of the two mostrecent years or joint income with the Purchaser’s spouse in excess of

 

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$300,000 in each of those years and who reasonablyexpects to reach the same income level in the current year; or

 

o            The Purchaser is either (i) a bankas defined in Section 3(a)(2) of the Securities Act, or any savings and loanassociation or other institution as defined in Section 3(a)(5)(A) of theSecurities Act whether acting in its individual or fiduciary capacity, anybroker or dealer registered pursuant to Section 15 of the Securities ExchangeAct of 1934, (ii) an insurance company as defined in Section 2(13) of theSecurities Act, (iii) an investment company registered under the InvestmentCompany Act of 1940 or a business development company as defined in Section2(a)(48) of such Act, (iv) a Small Business Investment Company licensed by theU.S. Small Business Administration under Section 301(c) or (d) of the SmallBusiness Investment Act of 1958, or (v) an employee benefit plan within themeaning of Title I of the Employee Retirement Income Security Act of 1974, ifthe investment decision is made by a plan fiduciary, as defined in Section3(21) of such Act, which plan fiduciary is either a bank, savings and loanassociation, insurance company or registered investment adviser, or if theemployee benefit plan has total assets in excess of $5,000,000 or, if a selfdirected plan, with investment decisions made solely by persons who areaccredited investors; or

 

o            The Purchaser is a private businessdevelopment company as defined in Section 202(a)(22) of the Investment AdvisersAct of 1940; or

 

o            The Purchaser is an organizationdescribed in Section 501(c)(3) of the Internal Revenue Code, a corporation,Massachusetts or similar business trust, or partnership, not formed for thespecific purpose of acquiring the Shares, with total assets in excess of$5,000,000; or

 

o            The Purchaser is a director orexecutive officer of the Company; or

 

o            The Purchaser is a trust, with totalassets in excess of $5,000,000, not formed for the specific purpose ofacquiring the Shares, whose purchase is directed by a sophisticated person asdescribed in Rule 506(b)(2)(ii) of Regulation D of the Securities Act; or

 

o            The Purchaser is any entity in whichall of the equity owners are accredited investors.

 

4.             Representations and Warranties of the Company.  As a material inducement for the Purchaser’spurchase of the Shares, the Company represents, warrants, covenants andacknowledges to the Purchaser that:

 

(a)          The Company is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofDelaware and has the requisite corporate power and authority to own itsproperties and to carry on its business as now being conducted and presently proposed to beconducted.

 

(b)          The Shares are being transferred tothe Purchaser free and clear of any liens, encumbrances or other restrictions, other than restrictions on transfer thatare contained in the Zamba Purchase Agreement, the Right of First RefusalAgreement, the Investors Rights Agreement, the Voting Agreement, all of whichas they may be amended from time to time, or are otherwise set forth herein orimposed by applicable securities laws.

 

5.             Merger, Consolidation or Other Change in Control ofthe Company or NextNet.

 

(a)          If the Company shall at any timeconsolidate with or merge into to another corporation (where the Company is notthe continuing corporation after such merger, consolidation, sale of all orsubstantially all of its assets or other change-in-control), or the Companyshall sell, transfer or lease all or substantially all of its assets, then, inany such case, the

 

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Purchaser thereupon (andthereafter) shall continue to be entitled to be bound by the terms of thisAgreement and shall be entitled to receive the number of Shares determined inaccordance with Section 1 above.

 

(b)          If NextNet shall at any timeconsolidate with or merge into another corporation (where NextNet is not thecontinuing corporation after such merger, consolidation or otherchange-in-control), or NextNet shall sell, transfer or lease all or substantially all of its assets, then, in any such case,the Purchaser thereupon (and thereafter) shall be entitled to receive thenumber of Shares (or the proceeds resulting from the sale of such Shares inconnection with such merger, consolidation, or other change-in-control)determined in accordance with Section 1 above.

 

6.             Insolvency or Bankruptcy of the Company or NextNet.  Upon the insolvency or bankruptcy (whethervoluntary or involuntary) of the Company or NextNet, or the appointment of ortaking possession by a receiver, liquidator, assignee, trustee, custodian,sequestrator (or other similar official) of the Company or NextNet or anysubstantial part of the Company’s or NextNet’s property, or any generalassignment for the benefit of creditors of the Company or NextNet, thePurchaser shall be an unsecured general creditor of the Company or NextNet, asapplicable, and shall not have any security interest or other rights inconnection with this Agreement or the Shares purchased hereunder.

 

7.             Miscellaneous.

 

(a)          Binding Effect.  This Agreement shall be binding upon andinure to the benefit of and be enforceable against the parties hereto and their respectivesuccessors and permitted assigns.

 

(b)          Governing Law.  This Agreement shall in all respects begoverned by, and enforced and interpreted in accordance with, the laws of the State of Minnesota,except with respect to its rules relating to conflicts of laws.

 

(c)          Legends.  The Shares issued to the Purchaser pursuantto this Agreement shall contain the following legends:

 

**THESESHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OROTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OREXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.  ACCORDINGLY, THESE SHARES MAY NOT BE SOLD, TRANSFERRED OROTHERWISE DISPOSED OF WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO ZAMBACORPORATION THAT SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADEWITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATESECURITIES LAWS OR (ii) SUCH REGISTRATION.**

 

**THESHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THECOMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BEOBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THEPERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOMEBOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.**

 

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**THESALE, PLEADE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THISCERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRSTREFUSAL AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAINHOLDERS OF PREFERRED STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THESECRETARY OF THE CORPORATION**

 

(d)          Notices.  All notices, consents, requests, demands,instructions or other communications provided for herein shall be in writingand shall be deemed validly given, made and served when (a) deliveredpersonally, (b) sent by certified or registered mail, postage prepaid,(c) sent by reputable overnight delivery service, or (d) sent by telephonicfacsimile transmission, and, pending the designation of another address, addressed as follows:

 
| If to the  Company:   |   | Zamba Corporation                   |   |
|-----------------------|--------|-------------------------------------|--------|
|                  |   | 3033 Excelsior  Blvd., Suite 200    |   |
|                  |   | Minneapolis,  Minnesota 55416       |   |
|                  |   | Attn:  Chief Financial Officer |   |
|                  |   | Fax: (952)  893-3948                |   |
|                  |   |                                |   |
| If to the  Purchaser: |   |                                |   |
|                  |   |                                |   |
|                  |   |                                | Fax:   |   |
|                       |        |                                     |        |  |

 

(e)          Entire Agreement and Counterparts.  This Agreement evidences the entireagreement between the Company and the Purchaser relating to the subject matter hereof and supersedes in all respects anyand all prior oral or written agreements or understandings.  This Agreement may not be amended ormodified, and no provisions hereof may be waived, except by written instrumentsigned by both the Company and the Purchaser. This Agreement may be executed in counterparts, each of which shall bedeemed an original and all of which, when taken together, shall constitute oneAgreement.

 

(f)           The Purchaser and the Companyunderstand the meaning and legal consequences of the agreements,representations and warranties contained herein.  The Purchaser and the Company agree that such agreements,representations and warrantiesshall survive and remain in full force and effect after the execution hereofand payment for the Shares.

 

(g)          Any controversy or claim arising outof or relating to this Agreement, the Subscriber’s purchase of Shares or anybreach of this Agreement, shall be settled by arbitration administered by theAmerican Arbitration Association in accordance with its Securities ArbitrationRules, and judgment on the award rendered by the Arbitrator(s) may be enteredin any court having jurisdiction thereof.

 

(h)          Headings.  Section headings used in this Agreement haveno legal significance and are used solely for convenience of reference.

 

(i)           Expenses.  Each party shall pay for its own legal,accounting and other similar expenses incurred in connection with thetransaction contemplated by this Agreement.

 

IN WITNESS WHEREOF, the Company and the Purchaser haveexecuted this Agreement as of the date set forth in the first paragraph.

 

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| THE COMPANY:      | THE PURCHASER:              |
|-------------------|-----------------------------|
|              |                        |   |
| ZAMBA CORPORATION |                        |
|              |                        |   |
| By:               |  /s/ Michael H. Carrel |   | /s/ John T. Johnson |   |
| Name:             |  Michael H. Carrel     | Name: John T. Johnson |
| Title :           |  CFO                   |   |
|                   |                             |  |  |  |

 

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