EXHIBIT 4.13
COMPOSITE AMENDMENT NO. 1
This is COMPOSITE AMENDMENT NO. 1, dated as of April 7, 2004 (this
"Amendment"), to the following agreements between Laurus Master Fund,
Ltd., a Cayman Islands company (the "Purchaser"), and Digital Fusion,
Inc., a Delaware corporation (the "Company"):
1. The Digital Fusion, Inc. Securities Purchase Agreement, dated
as of July 26, 2002, between the Company and the Purchaser (as
amended, modified or supplemented from time to time, the
"First Purchase Agreement").
2. The Convertible Note in the original principal amount of
$800,000.00, dated July 26, 2002, and executed by the Company
in favor of the Purchaser (as amended, modified or
supplemented from time to time, the "First Note").
3. The Digital Fusion, Inc. Securities Purchase Agreement, dated
as of April 29, 2003, between the Company and the Purchaser
(as amended, modified or supplemented from time to time, the
"Second Purchase Agreement").
4. The Convertible Note in the original principal amount of
$266,667, dated April 29, 2003, and executed by the Company in
favor of the Purchaser (as amended, modified or supplemented
from time to time, the "Second Note").
Except as set forth below, the terms of the referenced documents
remain unchanged and in full force and effect.
I. Amendments and Agreements.
-----------------------------
1. In consideration of the Purchaser's agreement to enter into
this Amendment, the Company hereby agrees to pay to the Purchaser the
sum of $25,000 (the "Amendment Fee"). The Amendment Fee shall be
earned by the Purchaser upon the execution of this Amendment by the
Company, and shall be payable as (and deemed) outstanding principal
under the First Note.
2. Section 2.1 of each of the First Note and the Second Note are
hereby deleted in their entirety and, in each case, the following new
Section 2.1 is hereby inserted in lieu thereof:
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"2.1 Monthly Payments. The Borrower shall repay a principal amount
of this Note in accordance with Composite Amendment No. 1 to this
Note (and certain other agreements), dated as of April 7, 2004 (to
the extent such amount has not been converted pursuant to Article
III below), together with interest accrued to date under this Note
plus any and all default payments and/or fees owing under the
Purchase Agreement or any Related Agreement but not previously
paid (collectively, the "Monthly Amount") beginning on February 1,
2005 and on the first day of each consecutive calendar month
thereafter (each, a "Repayment Date"); provided that if such first
day any calendar month is not a business day, such Repayment Date
shall be the first business day that occurs thereafter. On each
Repayment Date, the Borrower shall pay to the Holder an amount
equal to the Monthly Amount in satisfaction of such obligation.
Any amount under this Note that remains outstanding on the
Maturity Date shall be due and payable on the Maturity Date.".
3. Section 3.1(a) of the First Note is hereby deleted in its
entirety and the following new Section 3.1(a) is hereby inserted in
lieu thereof:
"(a) The Holder shall have the right, but not the obligation, to
convert the principal portion of this Note and/or interest due and
payable on this Note into fully paid and nonassessable shares of
common stock of the Borrower into which such common stock shall
hereafter be changed or reclassified (the "Common Stock") at the
fixed conversion price of $0.922, which fixed conversion price
shall be subject to adjustment as provided in Section 3.1(b)
hereof (the "Fixed Conversion Price").".
4. Section 3.1(a) of the Second Note is hereby deleted in its
entirety and the following new Section 3.1(a) is hereby inserted in
lieu thereof:
"(a) The Holder shall have the right, but not the obligation, to
convert the principal portion of this Note and/or interest due and
payable on this Note into fully paid and nonassessable shares of
common stock of the Borrower into which such common stock shall
hereafter be changed or reclassified (the "Common Stock") at the
fixed conversion price of $0.35, which fixed conversion price
shall be subject to adjustment as provided in Section 3.1(b)
hereof (the "Fixed Conversion Price").".
5. The First Note is hereby amended by deleting the date "January
26, 2004" contained in the first paragraph thereof and inserting the
date "January 2, 2006" in lieu thereof.
6. The Second Note is hereby amended by deleting the date "April
30, 2005" contained in the first paragraph thereof and inserting the
date "January 2, 2006" in lieu thereof.
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7. It is hereby agreed that the outstanding principal amount of
the First Note on the date hereof (after giving effect to the increase
to such principal amount as set forth in Section 1 above) is
$340,518.35 and the outstanding principal amount of the Second Note on
the date hereof is $266,667.00. Notwithstanding anything to the
contrary contained in the First Note, the First Purchase Agreement,
the Second Note or the Second Purchase Agreement, such outstanding
principal amounts shall be subject to amortization payments in
accordance with Section 2.1 of each of the First Note and the Second
Note (as in effect after giving effect to this Amendment) in the
aggregate amounts, and on the dates, set forth in Schedule A hereto;
provided that the Purchaser shall retain all rights to convert such
amortization payments to Common Stock in accordance with the terms and
conditions of each of the First Note, the First Purchase Agreement,
the Second Note and the Second Purchase Agreement . All interest and
fees (if applicable) shall continue to accrue on the outstanding
principal amount of each of the First Note and the Second Note in
accordance with the terms thereof (after giving effect to this
Amendment).
8. Each of Section 5.9 of the First Purchase Agreement and Section
5.9 of the Second Purchase Agreement are hereby deleted in their
entirety.
II. Miscellaneous.
----------------------
1. This Amendment shall be effective as of the date hereof
following the execution of same by the Purchaser and the Company.
2. There are no other amendments to the First Note, the Second
Note, the First Purchase Agreement or the Second Purchase Agreement
(other than, in each case, as have been agreed in writing by the
parties hereto), and all of the other terms and provisions of each of
the First Note, the Second Note, the First Purchase Agreement and the
Second Purchase Agreement remain in full force and effect.
3. The Company hereby represents and warrants to the Purchaser
that as of the date hereof all representation and warranties made by
the Company in connection with each of the First Note, the Second
Note, the First Purchase Agreement, the Second Purchase Agreement and
each other agreement entered into in connection therewith are true,
correct and complete in all material respects, all of the Company's
covenant requirements have been met and no Event of Default (or event
that, but for the passage of time, would be an Event of Default) has
occurred and is continuing.
4. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to
applicable conflict of laws provisions.
5. This Amendment may be executed by facsimile signatures and in
any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument.
* * * *
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IN WITNESS WHEREOF, this Amendment has been executed as of this
7th day of April, 2004.
LAURUS MASTER FUND, LTD. DIGITAL FUSION, INC.
By: /s/ Xxxxx Grin By: /s/ Xxx X. Xxxxxxx, III
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Name: Xxxxx Grin Name: Xxx X. Xxxxxxx, III
--------------------- --------------------------
Title: Managing Partner Title: CEO and President
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SCHEDULE A
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Amortization Schedule-First Note
--------------------------------
Repayment Date Principal Amount ($)
2/1/2005 28,000.00
3/1/2005 28,000.00
4/1/2005 28,000.00
5/1/2005 28,000.00
6/1/2005 28,000.00
7/1/2005 28,000.00
8/1/2005 28,000.00
9/1/2005 28,000.00
10/1/2005 28,000.00
11/1/2005 28,000.00
12/1/2005 28,000.00
1/2/2006 (Maturity Date) 32,518.35
Amortization Schedule-Second Note
---------------------------------
Repayment Date Principal Amount ($)
2/1/2005 22,000.00
3/1/2005 22,000.00
4/1/2005 22,000.00
5/1/2005 22,000.00
6/1/2005 22,000.00
7/1/2005 22,000.00
8/1/2005 22,000.00
9/1/2005 22,000.00
10/1/2005 22,000.00
11/1/2005 22,000.00
12/1/2005 22,000.00
1/2/2006 (Maturity Date) 24,667.00
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