#### **EXHIBIT 10.06**

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#### **STOCK PURCHASE AGREEMENT**

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This StockPurchase Agreement (this “Agreement”) is made and entered into as of the 13thday of June, 2002, by and between Zamba Corporation, a Delaware corporation(the “Company”), and Thomas Magne (the “Purchaser”).

 

WHEREAS, theCompany owns shares of Series A preferred stock, $.0001 par value per share(“Zamba’s NextNet Stock”) of NextNet Wireless, Inc., a Delaware corporation(“NextNet”), pursuant to the Series A Preferred Stock Purchase Agreement datedas of September 21, 1998 between Zamba and NextNet (the “Zamba PurchaseAgreement”); and

 

WHEREAS, Zamba’sNextNet Stock can be converted to common shares of NextNet at the exchangeratio of three shares of common stock for every one share of preferred stock;and

 

WHEREAS, Zamba’sNextNet Stock is also subject to the Amended and Restated Investors’ RightsAgreement dated as of July 10, 2000 among Zamba, NextNet and the Investors andFounders identified therein (the “Investors’ Rights Agreement”), Right of FirstRefusal Agreement dated as of September 21, 1998 among the Zamba, NextNet andthe Series B Purchasers identified therein (the “Right of First RefusalAgreement”), and the Voting Agreement dated September 21, 1998, by and amongNextNet, the Company and certain other investors (the “Voting Agreement”); and

 

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

 

WHEREAS, thePurchaser desires to purchase from the Company and the Company desires to sellto the Purchaser certain of its shares of Zamba’s NextNet Stock; and

 

WHEREAS, thePurchaser acknowledges that there is no established trading market or othercurrent valuation for Zamba’s NextNet Stock or the Shares to be issuedhereunder;

 

NOW, THEREFORE, inconsideration of the premises and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, the parties agree asfollows:

 

# 1.             Purchase and Sale of Preferred Stock.  In consideration of this Agreement, theCompany hereby agrees to sell to the Purchaser, and the Purchaser hereby agreesto purchase from the Company, the Shares in accordance with the followingterms:

 

## (a)           The Company hereby sells to thePurchaser, and the Purchaser hereby purchases from the Company, 10,000 sharesof Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 pershare, for an aggregate purchase price of $60,000.  Promptly upon execution of this Agreement, the Purchaser shallpay the full amount of the purchase price to the Company by wire transfer inimmediately available funds to an account designated in writing by the Company.

 

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## (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.

 

## (c)           If NextNet elects to exercise itsright of first refusal pursuant to Section 1(b) above, the Purchase Price shallbe refunded to the Purchaser within five business days of the Company’s receiptof full payment from NextNet for the Shares, and the Purchaser shall notreceive any of the Shares.  If NextNetdeclines to exercise its right of first refusal, the Company shall, within fivebusiness days after the Company’s receipt of NextNet’s notice to decline itsright, notify each investor in NextNet eligible under the Refusal Agreement ofits opportunity to exercise its pro rata right of first refusal pursuant to theRefusal 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.             Representations and Warranties of thePurchaser.  As amaterial 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 securitieslaws.  Instead, the Company is issuingthe Shares pursuant to exemptions from such laws and in doing so is and wouldbe relying on, among other things, the Purchaser’s representations, warranties,covenants and 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 sufficientknowledge and experience in financial and business matters that the Purchaseris capable of evaluating the merits and risks of investing in the Shares.

 

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## (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 theShares for his own account, for investment purposes only, and without the intentionof reselling or redistributing the Shares.

 

## (g)           The Purchaser is aware that, in theview of the Securities and Exchange Commission, a purchase of the Shares withan intent to resell by reason of any foreseeable specific contingency oranticipated change in market values, or any change in NextNet’s condition, orin connection with a contemplated liquidation or settlement of any loanobtained for the acquisition of the Shares and for which the Shares werepledged, would constitute an intent inconsistent with the foregoingrepresentation.

 

## (h)           If, contrary to the Purchaser’sforegoing intentions, he should later desire to dispose of or transfer any ofthe Shares in any manner, the undersigned shall not do so without (i) firstobtaining an opinion of counsel satisfactory to the Company and NextNet thatsuch proposed disposition or transfer may lawfully be made without registrationpursuant to the Securities Act and applicable state securities laws or(ii) registering the resale of the Shares under the Securities Act andapplicable state securities laws.

 

## (i)            Neither the Company nor NextNet hasany obligation to register the Shares for resale under the Securities Act orany applicable state securities laws, or to take any other action which wouldfacilitate the availability of federal or state registration exemptions inconnection with any resale of the Shares. Accordingly, the Purchaser may be prohibited by law from selling orotherwise transferring or disposing of the Shares and may have to bear theeconomic risk of his investment in NextNet for an indefinite 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 dulyauthorized by all necessary action on the part of the Purchaser, has been dulyexecuted by an authorized officer or representative of the Purchaser, and is alegal, valid, and binding obligation of the Purchaser enforceable in accordancewith its terms.

 

## (k)           There is no investment banker, broker, finder or otherintermediary which has been retained by or is authorized to act on behalf ofPurchaser who might be entitled

 

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## to any fee or commission from the Company upon consummation of thetransactions contemplated by this Agreement.

 

## (l)            Purchaser agrees to be bound by thetransfer restrictions described in Section 3.6 of the Series A Preferred StockPurchase Agreement dated as of September 21, 1998 between 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 shehas already received a copy of the Amended and Restated Investors’ Rights Agreement dated as of July 10,2000 among 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.             Accredited Investor Status.  The Purchaser is an “accredited investor” asdefined in Rule 501(a) of Regulation D of the Securities Act, because thePurchaser meets at least one of the following criteria (please check one):

 

ý            The Purchaser is a natural person whose individual networth, or joint net worth with his or her spouse, exceeds $1,000,000 at thetime of the Purchaser’s purchase; or

 

o            The Purchaser is a natural person who had an individualincome in excess of $200,000 in each of the two most recent years or jointincome with the Purchaser’s spouse in excess of $300,000 in each of those yearsand who reasonably expects to reach the same income level in the current year;or

 

o            The Purchaser is either (i) a bank as defined in Section3(a)(2) of the Securities Act, or any savings and loan association or otherinstitution as defined in Section 3(a)(5)(A) of the Securities Act whetheracting in its individual or fiduciary capacity, any broker or dealer registeredpursuant to Section 15 of the Securities Exchange Act of 1934, (ii) aninsurance company as defined in Section 2(13) of the Securities Act, (iii) aninvestment company registered under the Investment Company Act of 1940 or abusiness development company as defined in Section 2(a)(48) of such Act, (iv) aSmall Business Investment Company licensed by the U.S. Small BusinessAdministration under Section 301(c) or (d) of the Small Business Investment Actof 1958, or (v) an employee benefit plan within the meaning of Title I of theEmployee Retirement Income Security Act of 1974, if the investment decision ismade by a plan fiduciary, as defined in Section 3(21) of such Act, which planfiduciary is either a bank, savings and loan association, insurance company orregistered investment adviser, or if the employee benefit plan has total assetsin excess of $5,000,000 or, if a self directed plan, with investment decisionsmade solely by persons who are accredited investors; or

 

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o            The Purchaser is a private business development company asdefined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

 

o            The Purchaser is an organization described in Section501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similarbusiness trust, or partnership, not formed for the specific purpose ofacquiring the Shares, with total assets in excess of $5,000,000; or

 

o            The Purchaser is a director or executive officer of theCompany; or

 

o            The Purchaser is a trust, with total assets in excess of$5,000,000, not formed for the specific purpose of acquiring the Shares, whosepurchase is directed by a sophisticated person as described in Rule506(b)(2)(ii) of Regulation D of the Securities Act; or

 

o            The Purchaser is any entity in which all of the equityowners are accredited investors.

 

# 4.             Representations and Warranties of theCompany.  As a materialinducement for the Purchaser’s purchase of the Shares, the Company represents,warrants, covenants and acknowledges 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 presentlyproposed to be conducted.

 

## (b)           The Shares are being transferred tothe Purchaser free and clear of any liens, encumbrances or other restrictions,other than restrictions on transfer that are contained in the Zamba PurchaseAgreement, the Right of First Refusal Agreement, the Investors RightsAgreement, the Voting Agreement, all of which as they may be amended from timeto time, or are otherwise set forth herein or imposed by applicable securitieslaws.

 

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# 5.             Merger, Consolidation or Other Change inControl of the 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 Purchaser thereupon (and thereafter) shall continue to beentitled to be bound by the terms of this Agreement and shall be entitled toreceive the number of Shares determined in accordance 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 orsubstantially all of its assets, then, in any such case, the Purchaserthereupon (and thereafter) shall be entitled to receive the number of Shares(or the proceeds resulting from the sale of such Shares in connection with suchmerger, consolidation, or other change-in-control) determined in accordancewith Section 1 above.

 

# 6.             Insolvency or Bankruptcy of the Companyor NextNet.  Upon theinsolvency or bankruptcy (whether voluntary or involuntary) of the Company orNextNet, or the appointment of or taking possession by a receiver, liquidator,assignee, trustee, custodian, sequestrator (or other similar official) of theCompany or NextNet or any substantial part of the Company’s or NextNet’sproperty, or any general assignment for the benefit of creditors of the Companyor NextNet, the Purchaser shall be an unsecured general creditor of the Companyor NextNet, as applicable, and shall not have any security interest or otherrights in connection 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 theirrespective successors and permitted assigns.

 

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

 

## (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 OR**

 

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**OTHERWISEDISPOSED OF WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO ZAMBA CORPORATIONTHAT SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUTREGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIESLAWS 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.**

 

**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 bytelephonic facsimile transmission, and, pending the designation of anotheraddress, 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                  |

 

 

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If to thePurchaser:

 

Fax:

 

## (e)           Entire Agreement and Counterparts.  This Agreement evidences the entireagreement between the Company and the Purchaser relating to the subject matterhereof and supersedes in all respects any and all prior oral or writtenagreements or understandings.  ThisAgreement may not be amended or modified, and no provisions hereof may bewaived, except by written instrument signed by both the Company and thePurchaser.  This Agreement may beexecuted in counterparts, each of which shall be deemed an original and all ofwhich, when taken together, shall constitute one Agreement.

 

## (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 warranties shall survive and remain in full force and effectafter the execution hereof and 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 WITNESSWHEREOF, the Company and the Purchaser have executed this Agreement as of thedate set forth in the first 

paragraph.

 
| THE COMPANY:      |                  | THE PURCHASER: |
|-------------------|-----------------------|----------------|
|              |                  |           |
| ZAMBA CORPORATION |                  |           |
|              |                  |           |
| By:               | /s/ Michael H. Carrel |           |   | /s/ Thomas P. Magne |
| Name:             | Michael H. Carrel     |           |   | Name: Thomas P. Magne |
| Title :      | CFO                   |           |   |   |
|              |                  |           |   |
|                   |                       |                |  |  |  |

 

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