ContractStock Purchase Agreement • January 13th, 2005 • Digital Fusion Inc/Nj/ • Services-computer programming, data processing, etc. • Alabama
EXHIBIT 1 STOCK PURCHASE AGREEMENT AMONG DIGITAL FUSION, INC. AND MICHAEL W. WICKS October 28, 2004 TABLE OF CONTENTS 1. Definitions. 1 2. Purchase and Sale of Company Shares. 4 (a) Basic Transaction. 4 (b) Purchase Price. 4 (c) The Closing. 5 (d) Deliveries at the Closing. 5 3. Assumption of Company Accounts. 5 4. Representations and Warranties Concerning the Transaction. 5 (a) Representations and Warranties of the Seller. 5 (b) Representations and Warranties of the Buyer. 7 5. Representations and Warranties Concerning the Company. 7 (a) Organization, Qualification, and Corporate Power. 8 (b) Capitalization. 8 (c) Noncontravention. 8 (d) Brokers' Fees. 9 (e) Title to Tangible Assets. 9 (f) Subsidiaries. 9 (g) Financial Statements. 9 (h) Events Subsequent to Most Recent Fiscal Month End. 9 (i) Legal Compliance. 9 (j) Tax Matters. 9 (k) Real Property. 10 (l) Contracts. 10 (m) Intellectual Property. 11 (n) Powers of Attorney. 11 (o) Litigation. 11
