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"), Sean Mann ("Seller") and Madison Run, LLC, a Delaware limited...Stock Purchase Agreement • July 28th, 2005 • Madison Run, LLC • Services-computer programming, data processing, etc. • Delaware
EXHIBIT O DIGITAL FUSION, INC. NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT made as of the 21st day of July 2005 between Digital Fusion, Inc. ("DFI"), which has a principal place of business at 4940-A Corporate Drive, Huntsville, Alabama 35805 and...Non-Qualified Stock Option Agreement • July 28th, 2005 • Madison Run, LLC • Services-computer programming, data processing, etc. • Alabama
Exhibit B FIRST AMENDMENT AND RESTATEMENT TO MADISON RUN, LLC OPERATING AGREEMENT This First Amendment and Restatement to Madison Run, LLC Operating Agreement (this "Agreement") is entered into on this 21st day of October, 2004 (the "Effective Date"),...Operating Agreement • November 12th, 2004 • Madison Run, LLC • Services-computer programming, data processing, etc. • Delaware
Exhibit G-2 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF...Warrant Agreement • November 12th, 2004 • Madison Run, LLC • Services-computer programming, data processing, etc. • Delaware
Exhibit F ADDITIONAL SUBSCRIPTION AGREEMENT --------------------------------- COMMON STOCK AND WARRANT DIGITAL FUSION, INC. This Subscription Agreement is made and entered into by and among DIGITAL FUSION, INC., a Delaware corporation (the "Company"),...Subscription Agreement • November 12th, 2004 • Madison Run, LLC • Services-computer programming, data processing, etc.
JOINT FILING AGREEMENT ----------------------Joint Filing Agreement • November 12th, 2004 • Madison Run, LLC • Services-computer programming, data processing, etc.
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D/A referred to below), on behalf of each of them, of a statement on Schedule 13D/A, as filed with the Securities and Exchange Commission on November 12, 2004 ,including amendments thereto (the "Schedule 13D"), with respect to the Common Stock, par value $0.01 per share, of Digital Fusion, Inc. and, in furtherance thereof, each of the undersigned has executed a power of attorney in favor of G. Stewart Hall granting such power to file the Schedule 13D of each of the undersigned's behalf. This Agreement is to be included as an Exhibit to the Schedule 13D and may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
EXHIBIT F NO INTEREST IN THE COMPANY HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NO INTEREST MAY BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED...Subscription Agreement • May 24th, 2004 • Madison Run, LLC • Services-computer programming, data processing, etc.
ARTICLE INon-Qualified Stock Option Agreement • May 24th, 2004 • Madison Run, LLC • Services-computer programming, data processing, etc. • Alabama
Exhibit E OPERATING AGREEMENT OF MADISON RUN HOLDINGS, LLC THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of MADISON RUN HOLDINGS, LLC (the "Company") is effective as of this 10th day of May, 2004. 1. FORMATION OF LIMITED...Operating Agreement • May 24th, 2004 • Madison Run, LLC • Services-computer programming, data processing, etc. • Delaware
a. RECLASSIFICATION OR MERGER. In case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par...Warrant Agreement • May 24th, 2004 • Madison Run, LLC • Services-computer programming, data processing, etc. • Delaware
EXHIBIT C SUBSCRIPTION AGREEMENT COMMON STOCK AND WARRANT DIGITAL FUSION, INC. This Subscription Agreement is made and entered into by and between DIGITAL FUSION, INC., a Delaware corporation (the "Company"), and Madison Run LLC (the "Investor") with...Subscription Agreement • May 24th, 2004 • Madison Run, LLC • Services-computer programming, data processing, etc. • Delaware
