EXHIBIT 10.8
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"), MADISON RUN HOLDINGS, LLC,
a Delaware limited liability company ("Holdings") and MADISON RUN, LLC, a
Delaware limited liability company ("Madison Run" and,
together with Holdings,
the "Investor") with respect to the purchase by
the Investor of common
stock,
par value $.001 per share (the "Common Stock") of the Company and a
warrant to
purchase such Common Stock for the benefit of Holdings (the "Additional
Warrant") pursuant hereto.
As of May 11,
2004, the Company and Madison Run entered into a subscription
agreement for the purchase of shares of Common Stock
and a warrant to purchase
shares of Common Stock (the "Original
Subscription Agreement"). In consideration
of the Company's agreement to accept the Investor's
subscription of
additional
shares of the Common Stock and an
additional Warrant for the benefit of Holdings
upon the terms and conditions set forth in this Additional Subscription
Agreement, the Company and the Investor
agree and represent as follows:
A. SUBSCRIPTION
The Investor is subscribing for 1,650,000 shares of Common Stock (the
"Additional Shares") at a purchase price of $1.00 per share and the
Warrant,
which grants Holdings the right to purchase
50,000 shares of
Common Stock at a
price of $1.25 per share (the "Additional Underlying Shares") for a total
consideration of $1,650,000.00 (the "Purchase Price"). Simultaneous with the
execution of this Additional Subscription
Agreement, the
Investor shall pay and
deliver to the Company the Purchase Price in the form of a check or wire
transfer payable to "Digital Fusion, Inc."
and the Company shall issue, sell and
deliver the Additional Shares to the
Investor and the Additional Warrant to the
Investor for the benefit of Holdings.
B. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY
As of the date
of this Additional Subscription Agreement, the Company makes
the representations, warranties and covenants set forth
in Sections B.1 through
B.3, B.5 through B.9, and B.11 through B.13, inclusive, of the Original
Subscription Agreement, which Sections are incorporated into this Additional
Subscription Agreement by reference thereto;
provided, however, that any such
representations and warranties set forth in
the Original Subscription Agreement
that refer to the Shares, the Warrant, the
Underlying Shares or the Subscription
Agreement, shall, in lieu thereof, refer to the Additional Shares, the
Additional Warrant, the Additional Underlying Shares and the Additional
Subscription Agreement, respectively. The Company further makes the
representations and warranties set forth on
Exhibit A.
C. REPRESENTATIONS AND WARRANTIES OF THE
INVESTOR
As of the date
of this Additional
Subscription
Agreement,
the Investor
makes the representations and warranties set
forth in Sections C.1 through C-3,
inclusive, of the Original Subscription Agreement, which Sections are
incorporated into this Additional
Subscription
Agreement by reference
thereto;
provided, however, that any such
representations and warranties set forth in the
Original Subscription Agreement that refer to the Shares,
the Warrant, the
Underlying Shares, Investor Qualification Questionnaire or the Subscription
Agreement, shall, in lieu thereof, refer to the Additional Shares, the
Additional Warrant, the Additional Underlying Shares, Additional Investor
Qualification Questionnaire (as hereinafter defined) and the Additional
Subscription Agreement, respectively.
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D. ADDITIONAL AGREEMENTS
The representations,
warranties, covenants,
understandings,
acknowledgements, and agreements set forth in Sections D, E, F, and G of the
Original Subscription Agreement are incorporated into this Additional
Subscription Agreement by reference thereto and made applicable to the
transactions set forth in this Additional Subscription Agreement; provided,
however, that any such representations,
warranties, covenants,
understandings,
acknowledgements, and agreements set forth in the Original Subscription
Agreement that refer to the Shares, the
Warrant, the Underlying Shares, Investor
Qualification Questionnaire or the Subscription Agreement, shall, in lieu
thereof, refer to the Additional Shares,
the Additional Warrant, the Additional
Underlying Shares, Additional Investor Qualification Questionnaire (as
hereinafter defined) and the Additional
Subscription
Agreement,
respectively.
This Additional Subscription Agreement does not address the
subject matter of
the Original Subscription Agreement and does not amend,
modify or supplement in
any respect the Original Subscription Agreement and the Original
Subscription
Agreement remains in full force and effect on and after the date of this
Additional Subscription Agreement.
E. INVESTOR QUALIFICATION QUESTIONNAIRE
In order to aid
in determining whether Madison Run and Holdings are each an
accredited investor pursuant to Rule 501(a) under
Regulation D
promulgated by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, both Madison Run and Holdings have completed and submitted the
Additional Investor Qualification Questionnaire attached hereto as Exhibit B
(the "Additional Investor Qualification
Questionnaire").
F. BOARD REPRESENTATION
The Company has agreed to create a
vacancy on the board of directors and
the audit committee of the board of directors upon the execution of this
Additional Subscription Agreement, and upon the clos
