EXHIBIT P
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made and entered into this 14th day of
July, 2005, by and among Digital Fusion Inc., a Delaware corporation
("Company"), Xxxx Xxxx ("Seller") and Madison Run, LLC, a Delaware limited
liability company ("Purchaser").
PRELIMINARY STATEMENT
The Seller desires to sell to the Purchaser, and the Purchaser desires
to purchase from the Seller, 298,376 shares ("Shares") of the common stock of
the Company. A principal of the Purchaser, G. Xxxxxxx Xxxx, is on the Board of
Directors of the Company, and as such, has access to material non-public
information regarding the Company, its financial condition, business operations,
and prospects ("Information"). As of the date hereof, Company insiders are
subject to the "black-out" period with respect to purchases and sales of the
Company's common stock. The Company is willing to waive adherence to the policy
with respect to this transaction if the Information is made available to the
Seller, and the Seller agrees to not effect any additional transactions in the
common stock of the Company until the Information is publicly disclosed and the
consent of the Company is obtained.
NOW THEREFORE, the parties agree as follows:
1. PURCHASE AND SALE OF SHARES. Concurrently with the execution of this
Agreement, the Seller shall sell and the Purchaser shall purchase the Shares for
an aggregate purchase price of $566,914.40. The purchase price shall be paid in
immediately available funds. The Seller shall deliver to the Purchaser stock
certificates representing all of the Shares, endorsed in blank or accompanied by
duly executed assignment documents.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER.
a. AUTHORIZATION OF TRANSACTION. Seller has the authority to
enter into and perform its obligations under this Agreement. This
Agreement constitutes the valid and legally binding obligation of the
Seller enforceable in accordance with its terms and conditions. Seller
need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.
b. NON-CONTRAVENTION. Neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated
hereby, will violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency or court to which
the Seller is subject.
c. BROKERS FEES. The Seller has no liability or obligation
to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which
the Purchaser could become liable or obligated.
d. TITLE TO SHARES. The Seller holds of record and owns
beneficially the Shares, free and clear of any restrictions on
transfer (other than the restrictions under the Securities Act of
1933, as amended and state securities laws), taxes, security
interests, options, warrants, purchase rights, contracts, commitments,
equities, claims and demands. The Seller is not a party to any option,
warrant, purchase right or any other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of the
Shares (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect
to the voting of the Shares.
e. RECEIPT OF INFORMATION. Seller has been furnished with
the Information set forth on Exhibit A to this Agreement. The Seller
has been afforded the opportunity to ask questions of the Purchaser
relative to the Information set forth on Exhibit A and any other
Information relative to the Company, and such questions have been
answered.
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
a. AUTHORIZATION OF TRANSACTION. The Purchaser has full
power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. This Agreement constitutes the
valid and legally binding obligation of the Purchaser, enforceable in
accordance with its terms and conditions. The Purchaser need not give
any notice to, make any filing with, or obtain any authorization, or
approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.
b. NON-CONTRAVENTION. Neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated
hereby, will violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency or court to which
the Purchaser is subject.
c. BROKERS FEES. The Purchaser has no liability or
obligation to pay any fees or commissions to any broker, finder, or
agent with respect to the transactions contemplated by this Agreement
for which the Seller could become liable or obligated.
d. INFORMATION FURNISHED. The Purchaser and represents and
warrants to the Seller that the Information set forth on Exhibit A
constitutes all the Information known to the Purchaser at this time.
4. WAIVER OF TRADING PROHIBITION. The Company hereby waives the
requirement that G. Xxxxxxx Xxxx adhere to the black-out policy with respect to
this transaction to the extent that Madison Run complies with its obligations
hereunder.
5. COVENANT OF SELLER. The Seller acknowledges that he has been
furnished with the Information but agrees to keep such information confidential,
and agrees not to engage in any transaction (other than this transaction) with
respect to the Company's common stock until such Information has been made
public and consent to engage in the transaction has been obtained from the
Company. The Company shall have the right to withhold its consent at any time
that it believes such Information has not been made public for a sufficient
amount of time to have been absorbed by the public markets or for any other
reason it reasonably deems appropriate.
6. Miscellaneous.
a. NO THIRD PARTY BENEFICIARIES. This Agreement shall not
confer any rights or remedies upon any person other than the parties
and their respective successors and permitted assigns.
b. ENTIRE AGREEMENT. This Agreement (including the documents
referred to herein), constitutes the entire agreement among the
parties and supersedes any prior understanding, agreements, or
representations by or among the parties, written or oral, to the
extent they have related in any way to the subject matter hereof.
c. SUCCESSION AND ASSIGNMENT. This Agreement shall be
binding upon and inure to the benefit of the parties named herein and
their respective successors and permitted assigns. No party may assign
either this Agreement or any of his or its rights, interests, or
obligations hereunder without the prior written approval of the other
parties.
d. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument.
e. HEADINGS. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in
any way the meaning or interpretation of this Agreement.
f. NOTICES. All notices, requests, demands, claims and other
communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly
given if (and then two business days after) it is sent by registered
or certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient as set forth below:
If to the Seller: Xxxx X. Xxxx
0000 Xxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
If to the Purchaser: Madison Run, LLC
c/o Xxxxxxx Xxxx, Managing Member of
Madison Run Holdings LLC, Managing Member
0000 X. Xxxxxx XX, 00xx Xxxxx
Xxxxxxxxxx, XX 00000
If to the Company: Digital Fusion, Inc.
0000-X Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxx X. Xxxxxxx, III,
Chief Executive Officer
with a copy to: Holland & Knight LLP
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.
g. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware
without giving effect to any choice or conflict of law provision or
rule (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than
the State of Delaware.
h. AMENDMENTS AND WAIVERS. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and
signed by all the parties. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect any rights arising by virtue of any prior
subsequent or such occurrence.
i. SEVERABILITY. Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall
not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.
j. EXPENSES. Each of the Purchaser, the Seller, and the
Company shall bear his or its own fees, costs and expenses (including
legal, accounting and consulting fees and expenses) incurred in
connection with this Agreement or the transactions contemplated hereby.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as
of the date written above.
Digital Fusion Inc.
By: /S/ XXX X. XXXXXXX, III
-----------------------------------
Xxx X. Xxxxxxx, III
Chief Executive Officer
Madison Run, LLC
By: /S/ XXXXXXX XXXX
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Xxxxxxx Xxxx,
Managing Member of Madison Run
Holdings LLC, Managing Member
/S/ XXXX X. XXXX
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Xxxx X. Xxxx
