<Page>
EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
DIGITALNET HOLDINGS, INC.
ARTICLE ONE
The name of the Corporation is DigitalNet Holdings, Inc.
ARTICLE TWO
The address of the Corporation's registered office in the State of
Delaware is 9 E. Loockerman Street, in the City of Dover, County of Kent, 19901.
The name of its registered agent at such address is National Registered Agents,
Inc.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
Part A. Authorized Capital Stock.
The total number of shares of stock which the Corporation has
authority to issue is 58,776,615, consisting of:
(A) 96,790 shares of Class A Preferred Stock, par value $0.01 per
share (the "CLASS A PREFERRED");
(B) 33,500 shares of Class B Preferred Stock, par value $0.01 per
share (the "CLASS B PREFERRED" and, together with the Class A
Preferred, the "PREFERRED STOCK"); and
(C) 58,646,325 shares of Common Stock, par value $0.001 per share.
Part B. Powers, Preferences and Special Rights of the Preferred Stock.
Section 1. Dividends.
1A. GENERAL OBLIGATION. When and as declared by the Corporation's
Board of Directors and to the extent permitted under the General Corporation Law
of Delaware and any
<Page>
Senior Debt, the Corporation shall pay preferential dividends to the holders of
the Preferred Stock as provided in this Section 1. Dividends on each share of
Preferred Stock shall accrue on a daily basis at the rate of 6% per annum of the
sum of the Liquidation Value thereof plus all accumulated and unpaid dividends
thereon from and including the date of issuance of such share of Preferred Stock
to and including the first to occur of (i) the date on which the Liquidation
Value of such share of Preferred Stock (plus all accrued and unpaid dividends
thereon) is paid to the holder thereof in connection with the liquidation of the
Corporation or the redemption of such share of Preferred Stock by the
Corporation or (ii) the date on which such share of Preferred Stock is otherwise
acquired by the Corporation. Such dividends shall accrue whether or not they
have been declared and whether or not there are profits, surplus or other funds
of the Corporation legally available for the payment of dividends. The date on
which the Corporation initially issues any share of Preferred Stock shall be
deemed to be its "date of issuance" regardless of the number of times transfer
of such share of Preferred Stock is made on the stock records maintained by or
for the Corporation and regardless of the number of certificates which may be
issued to evidence such share of Preferred Stock.
1B. DIVIDEND REFERENCE DATES. To the extent not paid on March 31,
June 30, September 30 and December 31 of each year, beginning December 31, 2002
(the "DIVIDEND REFERENCE DATES"), all dividends which have accrued on each share
of Preferred Stock outstanding during the three-month period (or other period in
the case of the initial Dividend Reference Date) ending upon each such Dividend
Reference Date shall be accumulated and shall remain accumulated dividends with
respect to such share of Preferred Stock until paid to the holder thereof.
1C. DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to the Preferred Stock, such payment
shall be distributed pro rata among the holders thereof based upon the aggregate
accrued but unpaid dividends on the shares of Preferred Stock held by each such
holder.
Section 2. LIQUIDATION. Upon any liquidation, dissolution or winding
up of the Corporation (whether voluntary or involuntary), each holder of
Preferred Stock shall be entitled to be paid, before any distribution or payment
is made upon any Junior Securities, an amount in cash equal to the aggregate
Liquidation Value of all shares of Preferred Stock held by such holder (plus all
accrued and unpaid dividends thereon), and the holders of Preferred Stock shall
not be entitled to any further payment. If upon any such liquidation,
dissolution or winding up of the Corporation the Corporation's assets to be
distributed among the holders of the Preferred Stock are insufficient to permit
payment to such holders of the aggregate amount which they are entitled to be
paid under this SECTION 2, then the entire assets available to be distributed to
the Corporation's stockholders shall be distributed pro rata among such holders
based upon the aggregate Liquidation Value (plus all accrued and unpaid
dividends) of the Preferred Stock held by each such holder. Not less than 60
days prior to the payment date stated therein, the Corporation shall mail
written notice of any such liquidation, dissolution or winding up to each record
holder of Preferred Stock, setting forth in reasonable detail the amount of
proceeds to be paid with respect to each share of Preferred Stock and each share
of Common Stock in connection with such liquidation, dissolution or winding up.
2
<Page>
Section 3. PRIORITY OF PREFERRED STOCK ON DIVIDENDS AND REDEMPTIONS.
So long as any Class A Preferred remains outstanding, without the prior written
consent of the holders of a majority of the outstanding shares of Class A
Preferred, the Corporation shall not, nor shall it permit any Subsidiary to,
redeem, purchase or otherwise acquire directly or indirectly any Junior
Securities, nor shall the Corporation directly or indirectly pay or declare any
dividend or make any distribution upon any Junior Securities. So long as any
Class B Preferred remains outstanding, without the prior written consent of the
holders of a majority of the outstanding shares of Class B Preferred, the
Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase
or otherwise acquire directly or indirectly any Junior Securities, nor shall the
Corporation directly or indirectly pay or declare any dividend or make any
distribution upon any Junior Securities. Notwithstanding any other provision of
this Section 3 to the contrary, the Corporation may repurchase shares of Common
Stock from present or former employees of the Corporation or its Subsidiaries in
accordance with the Senior Management Agreements.
Section 4. Redemptions.
4A. OPTIONAL REDEMPTIONS. The Corporation may at any time and from
time to time, after delivery of not less than 20 days prior written notice to
the holders of the shares of Class A Preferred, redeem all or any portion of the
shares of Class A Preferred then outstanding. The Corporation shall provide 20
days prior written notice to all holders of the shares of Class B Preferred of
any such redemption and their right to participate in such redemption, and each
holder of shares of Class B Preferred may elect to participate in such
redemption by delivering written notice to the Corporation within 10 days after
receipt of the Corporation's notice. If the funds available to the Corporation
for any redemption under this Section 4A are insufficient to redeem the total
number of shares of Preferred Stock to be redeemed pursuant to this Section 4A,
any redemption under this Section 4A shall be made pro rata among the holders of
the shares of Preferred Stock to be redeemed based upon the aggregate
Liquidation Value of such shares of Preferred Stock held by each such holder
(plus all accrued and unpaid dividends thereon).
4B. REDEMPTION AFTER PUBLIC OFFERING. The Corporation shall
provide the holders of the Preferred Stock with at least 30 days prior written
notice of the effectiveness of a registration statement with respect to the
Corporation's initial Public Offering. The Corporation shall, at the request (by
written notice given to the Corporation within 20 days after receiving notice
from the Corporation pursuant to the immediately preceding sentence) of the
holders of a majority of the Class A Preferred, apply the net cash proceeds from
an initial Public Offering remaining after deduction of all discounts,
underwriters' commissions and other reasonable expenses to redeem all or any
portion of the shares of Preferred Stock from all holders thereof; provided
however that any holder of shares of Class B Preferred may elect not to have its
shares of Class B Preferred redeemed in accordance with this Section 4B (in
which case such shares of Class B Preferred shall be converted in accordance
with Section 5A(ii) hereof). Such redemption shall take place on a date fixed by
the Corporation, which date shall be not more than five days after the
Corporation's receipt of such proceeds. If the net cash proceeds from an initial
Public Offering remaining after deduction of all discounts, underwriters'
commissions and other reasonable expenses are insufficient to redeem the total
number of shares of Preferred Stock to be redeemed pursuant to this Section 4B,
such net cash proceeds shall be used to redeem the maximum possible number of
shares of Preferred Stock pro rata among the holders of the shares of Preferred
Stock to be redeemed based upon the aggregate Liquidation Value of such
3
<Page>
shares of Preferred Stock held by each such holder (plus all accrued and unpaid
dividends thereon).
4C. REDEMPTION PAYMENTS. For each share of Preferred Stock which
is to be redeemed hereunder (including any redemptions under Sections 4A, 4B or
4H hereof), the Corporation shall be obligated on the Redemption Date to pay to
the holder thereof (upon surrender by such holder at the Corporation's principal
office of the certificate representing such share of Preferred Stock) an amount
in immediately available funds equal to the Liquidation Value of such share of
Preferred Stock (plus all accrued and unpaid dividends thereon).
4D. CERTIFICATES ISSUED UPON REDEMPTION. If fewer than the total
number of shares of Preferred Stock represented by any certificate are redeemed
in accordance with any of the provisions of Part B of this ARTICLE FOUR, a new
certificate representing the number of unredeemed shares of Preferred Stock
shall be issued to the holder thereof without cost to such holder within five
business days after surrender of the certificate representing the redeemed
shares of Preferred Stock.
4E. DIVIDENDS AFTER REDEMPTION DATE. No share of Preferred Stock
shall be entitled to any dividends accruing after the date on which the
Liquidation Value of such share of Preferred Stock (plus all accrued and unpaid
dividends thereon) is paid to the holder of such share of Preferred Stock. On
such date, all rights of the holder of such share of Preferred Stock shall
cease, and such share of Preferred Stock shall no longer be deemed to be issued
and outstanding.
4F. REDEEMED OR OTHERWISE ACQUIRED SHARES. No share or shares of
Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares of Preferred
Stock shall be canceled, retired and eliminated from the shares of Preferred
Stock which the Corporation shall be authorized to issue.
4G. OTHER REDEMPTIONS OR ACQUISITIONS. The Corporation shall not,
nor shall it permit any Subsidiary to, redeem or otherwise acquire any shares of
Preferred Stock, except as expressly authorized herein or as contemplated by the
Purchase Agreement or the Senior Management Agreements.
4H. SPECIAL REDEMPTIONS.
(i) If a Change in Ownership has occurred or the Corporation
obtains knowledge that a Change in Ownership is proposed to occur, the
Corporation shall give prompt written notice of such Change in Ownership
describing in reasonable detail the material terms and date of consummation
thereof to each holder of shares of Preferred Stock, but in any event such
notice shall not be given later than five days after the consummation of such
Change in Ownership, and the Corporation shall give each holder of shares of
Preferred Stock prompt written notice of any material change in the terms or
timing of such Change in Ownership. The holders of a majority of the shares of
Class A Preferred may elect to require the Corporation to redeem all of the
Class A Preferred owned by all holders by giving written notice to the
Corporation of such election prior to the later of (a) 21 days after receipt of
the Corporation's notice and (b) five days prior to the consummation of the
Change in Ownership (the "EXPIRATION
4
<Page>
DATE"). Each holder of shares of Class B Preferred may elect to (x) convert all,
but not less than all, of the shares of Class B Preferred held by it in
accordance with Section 5B hereof, or (y) require the Corporation to redeem all
of the shares of Class B Preferred Stock held by it by giving written notice to
the Corporation of such election prior to the Expiration Date.
Upon receipt of such election(s), the Corporation shall (if
applicable) be obligated to redeem the aggregate number of shares of Preferred
Stock specified therein on the later of (a) the consummation of the Change in
Ownership and (b) five days after the Corporation's receipt of such election(s).
If any proposed Change in Ownership does not occur, all requests for redemption
or conversion in connection therewith shall be automatically rescinded. If there
has been a material change in the terms or the timing of the Change in
Ownership, the holders of a majority of the Class A Preferred and any holder of
shares of Class B Preferred may rescind their respective requests for redemption
or conversion by delivering written notice thereof to the Corporation prior to
the consummation of the Change in Ownership.
The term "CHANGE IN OWNERSHIP" means any sale, transfer or issuance or
series of sales, transfers and/or issuances of capital stock of the Corporation
by the Corporation or any holders thereof which results in any Person or group
of Persons (as the term "GROUP" is used under the Securities Exchange Act of
1934), other than the GTCR Purchasers (as defined in the Purchase Agreement) and
their Affiliates owning at least a majority of the combined voting power of the
outstanding voting securities entitled to vote generally in the election of
directors of the Corporation at the time of such sale, transfer or issuance or
series of sales, transfers and/or issuances. For the purpose of clarity, a
Change in Ownership does not include any transaction falling within the category
of transactions described in subclause (b)(ii) of the definition of "Fundamental
Change" provided in this Section 4H below.
(ii) If a Fundamental Change is proposed to occur, the Corporation
shall give written notice of such Fundamental Change describing in reasonable
detail the material terms and date of consummation thereof to each holder of
Preferred Stock not more than 45 days nor less than 20 days prior to the
consummation of such Fundamental Change, and the Corporation shall give each
holder of Preferred Stock prompt written notice of any material change in the
terms or timing of such Fundamental Change. The holders of a majority of the
shares of Class A Preferred may elect to require the Corporation to redeem all
of the shares of Class A Preferred owned by such holders by giving written
notice to the Corporation of such election prior to the later of (a) ten days
prior to the consummation of the Fundamental Change or (b) ten days after
receipt of notice from the Corporation. Each holder of shares of Class B
Preferred may elect to (x) convert all, but not less than all, of its shares of
Series B Preferred in accordance with Section 5B hereof, or (y) require the
Corporation to redeem all of the shares of Class B Preferred Stock owned by all
holders by giving written notice to the Corporation of such election prior to
the later of (a) ten days prior to the consummation of the Fundamental Change or
(b) ten days after receipt of notice from the Corporation.
Upon receipt of such election(s), the Corporation shall be obligated
to redeem the aggregate number of shares of Preferred Stock specified therein
upon the later of (i) the consummation of such Fundamental Change and (ii) five
days after the Corporation's receipt of such election(s). If any proposed
Fundamental Change does not occur, all requests for redemption or conversion in
connection therewith shall be automatically rescinded, or if there
5
<Page>
has been a material change in the terms or the timing of the Fundamental Change,
the holders of a majority of the Class A Preferred and any holder of shares of
Class B Preferred may rescind their respective requests for redemption or
conversion by delivering written notice thereof to the Corporation prior to the
consummation of the Fundamental Change.
The term "FUNDAMENTAL CHANGE" means (a) any sale or transfer of more
than 50% of the assets of the Corporation and its Subsidiaries on a consolidated
basis (measured either by book value in accordance with generally accepted
accounting principles consistently applied or by fair market value determined in
the reasonable good faith judgment of the Corporation's Board of Directors) in
any transaction or series of transactions (other than sales in the ordinary
course of business) and (b) any merger, reorganization, consolidation or similar
transaction to which the Corporation is a party, except for (i) a merger,
reorganization, consolidation or similar transaction in which the Corporation is
the surviving corporation, the terms of the Preferred Stock are not changed and
the Preferred Stock is not exchanged for cash, securities or other property, and
after giving effect to such merger, the GTCR Purchasers and their Affiliates
shall continue to own, directly or indirectly, at least a majority of the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors of the Corporation, or (ii) any merger,
reorganization, consolidation or similar transaction immediately following which
(x) the GTCR Purchasers and their Affiliates beneficially own, directly or
indirectly, at least a majority of the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors of the corporation resulting from such transaction (including, without
limitation, a corporation that, as a result of such transaction, owns the
Corporation) and (y) (1) the holders of the Class A Preferred immediately prior
to such transaction receive for each share of Class A Preferred than held shares
of a class of securities of the corporation resulting from such transaction,
having rights, preferences and terms the same as those of the Class A Preferred
and (2) the holders of the Class B Preferred immediately prior to such
transaction receive for each share of Class B Preferred then held shares of a
class of securities of the corporation resulting from such transaction, having
rights, preferences and terms the same as those of the Class B Preferred.
(iii) If the funds of the Corporation legally available for
redemption of shares of Preferred Stock on any Redemption Date pursuant to this
Section 4H are insufficient to redeem the total number of shares of Preferred
Stock to be redeemed on such date, those funds which are legally available shall
be used to redeem the maximum possible number of shares of Preferred Stock pro
rata among the holders of the shares of Preferred Stock to be redeemed based
upon the aggregate Liquidation Value of such shares of Preferred Stock held by
each such holder (plus all accrued and unpaid dividends thereon), and the
holders of Preferred Stock shall not be entitled to any further payment (it
being understood, however, that nothing in this Section 4H(iii) shall limit or
otherwise affect the rights of the holders of the Class B Preferred under the
final sentence of the first paragraph of Section 4H(i) or the final sentence of
the first paragraph of Section 4H(ii)).
4L LIMITATION ON REDEMPTIONS. Notwithstanding anything to the
contrary in this Section 4, the Corporation shall not, nor shall it permit any
Subsidiary to, redeem any shares of Preferred Stock, and no holder of Preferred
Stock may require the Corporation, or any Subsidiary thereof, to redeem any
shares of Preferred Stock, if (and to the extent that) such redemption would
cause a default with respect to any Senior Debt.
6
<Page>
Section 5. CONVERSION OF PREFERRED STOCK.
5A. AUTOMATIC CONVERSION.
(i) Any shares of the Class A Preferred that are not redeemed from
the net cash proceeds of an initial Public Offering pursuant to Section 4B
hereof shall automatically be converted into a number of Conversion Shares
computed by dividing the Liquidation Value thereof (plus all accrued and unpaid
dividends thereon) by the IPO Price.
(ii) Any shares of the Class B Preferred that are not redeemed from
the net cash proceeds of an initial Public Offering pursuant to Section 4B
hereof shall automatically be converted into a number of Conversion Shares equal
to the amount obtained by dividing (i) the Liquidation Value thereof (plus all
accrued and unpaid dividends thereon), by (ii) 81.667% of the IPO Price.
5B. CERTAIN CONVERSIONS OF CLASS B PREFERRED.
(i) In connection with the consummation of a Change in Ownership
or a Fundamental Change, and if any holder of shares of Class B Preferred has
not elected to have all of such holder's shares of Class B Preferred redeemed in
accordance with Section 4H, any holder of shares of Class B Preferred shall be
entitled to convert all (but not less than all) of the shares of Class B
Preferred then held by such holder into a number of Conversion Shares equal to
the amount obtained by dividing (x) the Liquidation Value of the shares of Class
B Preferred to be converted (plus all accrued and unpaid dividends thereon), by
(y) 81.667% of the Common Price.
(ii) In connection with a transaction contemplated and governed in
whole or in part by Section 4(b) of the Stockholders Agreement, any holder of
shares of Class B Preferred shall be entitled to convert shares of Class B
Preferred then held by such holder into a number of Conversion Shares equal to
the number of shares of Common Stock which such holder has elected to sell
pursuant to Section 4(b) of the Stockholders Agreement, with the number of
shares of Class B Preferred to be converted determined in accordance with
Section 4(b) of the Stockholders Agreement.
5C. EFFECTIVENESS. Except as otherwise provided herein, any
conversion of Preferred Stock shall be deemed to have been effected, as the case
may be, (w) in the case of Section 5A above, as of the consummation of a Public
Offering, (x) in the case of a conversion under Section 5B(i) above resulting
from a Change in Ownership, as of the later of (1) the consummation of such
Change in Ownership, and (2) the Expiration Date; (y) in the case of a
conversion under Section 5B(i) above resulting from a Fundamental Change, as of
the consummation of the Fundamental Change; and (z) in the case of Section
5B(ii) above, as of the consummation of the transaction contemplated by Section
4(b) of the Stockholders Agreement, in each case whether or not the certificate
or certificates representing the Preferred Stock to be converted have been
surrendered for conversion at the principal office of the Corporation. To the
extent the certificate or certificates representing the Preferred Stock to be
converted have not been surrendered for conversion prior to the effective date
of conversion, the holder of such Preferred Stock shall surrender for conversion
such certificate or certificates at the principal
7
<Page>
office of the Corporation after the effective date of conversion. At the time
any such conversion has been effected, the rights of the holder of such
Preferred Stock as such holder shall cease and the Person or Persons in whose
name or names Conversion Shares are to be issued upon such conversion shall be
deemed to have become the holder or holders of record of the Conversion Shares
represented thereby.
5D. RECORD BOOKS; FILINGS. Except as required by law, the
Corporation shall not close its books against the transfer of Preferred Stock or
of Conversion Shares issued or issuable upon conversion of Preferred Stock in
any manner which interferes with the timely conversion of Preferred Stock. The
Corporation shall assist and cooperate with any holder of shares of Preferred
Stock required to make any governmental filings or obtain any governmental
approval prior to or in connection with any conversion of shares of Preferred
Stock hereunder (including, without limitation, making any filings required to
be made by the Corporation).
5E. FRACTIONAL SHARES. If any fractional interest in Conversion
Shares would, except for this SECTION 5E, be deliverable upon any conversion of
shares of the Preferred Stock, the Corporation, in lieu of delivering the
fractional share therefor, shall pay an amount in cash to the holder thereof
equal to such fractional portion of a share multiplied by, in the case of Class
B Preferred, the IPO Price or the Common Price, as the case may be and, in the
case of Class A Preferred, the IPO Price, rounded to the nearest cent.
5F. CERTIFICATES. The Corporation shall, as soon as practicable
upon the surrender for conversion of the certificate or certificates
representing Preferred Stock by the holder thereof, issue and deliver to such
holder, or to the Person designated by such holder, a certificate or
certificates for the number of Conversion Shares issuable to such holder in
accordance with this Section 5. The issuance of certificates for Conversion
Shares upon conversion of Preferred Stock shall be made without charge to the
holders of such Preferred Stock for any issuance tax in respect thereof or other
cost incurred by the Corporation in connection with such conversion and the
related issuance of Conversion Shares. Upon conversion of the Preferred Stock,
the Corporation shall take all such actions as are necessary in order to insure
that the Conversion Shares issuable with respect to such conversion shall be
validly issued, fully paid and nonassessable. All Conversion Shares which are
issuable upon conversion of the Preferred Stock shall, when issued, be duly and
validly issued, fully paid and nonassessable and free from all liens and
charges.
Section 6. VOTING RIGHTS. Except as otherwise provided herein and as
otherwise required by applicable law, the Preferred Stock shall have no voting
rights; provided that each holder of Preferred Stock shall be entitled to notice
of all stockholders meetings at the same time and in the same manner as notice
is given to all stockholders entitled to vote at such meetings.
Section 7. REGISTRATION OF TRANSFER. The Corporation shall keep at
its principal office a register for the registration of Preferred Stock. Upon
the surrender of any certificate representing Preferred Stock at such place, the
Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
shares of Preferred Stock represented by the surrendered certificate. Each such
new certificate shall be
8
<Page>
registered in such name and shall represent such number of shares of Preferred
Stock as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Preferred Stock represented by such new certificate from the
date to which dividends have been fully paid on such Preferred Stock represented
by the surrendered certificate.
Section 8. REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing shares of Preferred Stock, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that if the holder is a financial
institution or other institutional investor its own agreement shall be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate, and dividends shall accrue on the Preferred Stock represented by
such new certificate from the date to which dividends have been fully paid on
such lost, stolen, destroyed or mutilated certificate.
Section 9. DEFINITIONS.
"AFFILIATE" means, (i) with respect to any Person, any Person that
directly, or indirectly through one or more intermediaries, is controlling,
controlled by, or under common control with such Person, where "control" means
the possession, directly or indirectly, of the power to direct the management
and policies of a Person whether through the ownership of voting securities, by
contract, or otherwise, or (ii) with respect to any partnership, any partner
thereof.
"CHANGE IN OWNERSHIP" has the meaning set forth in SECTION 4H hereof.
"COMMON PRICE" means the proposed price to be paid for one share of
the Common Stock calculated with reference to the transaction resulting in the
Change in Ownership or the Fundamental Change (after giving effect to any
conversion of Shares of Class B Preferred contemplated by Section 5B). For
purposes of determining the Common Price for a sale or transfer of assets under
clause (a) of the definition of Fundamental Change, the Common Price shall mean
an amount equal to the quotient determined by dividing (x) the amount that would
have been distributable to the holders of the Common Stock if all of the assets
of the Corporation had been sold and there had been a complete liquidation of
the Corporation, by (y) the number of then outstanding shares of Common Stock
(after giving effect to any conversion of Shares of Class B Preferred
contemplated by Section 5B).
"COMMON STOCK" means the common stock, par value $0.001 per share, of
the Corporation, or the security into which such common stock is converted or
otherwise changed.
"CONVERSION SHARES" means the Common Stock issued upon conversion of
the Preferred Stock.
"FUNDAMENTAL CHANGE" has the meaning set forth in SECTION 4H hereof.
9
<Page>
"IPO PRICE" means the price at which the common equity securities of
the Corporation are offered to the public pursuant to the initial Public
Offering.
"JUNIOR SECURITIES" means any capital stock or other equity securities
of the Corporation, except for the Preferred Stock.
"LIQUIDATION VALUE" of any share of Preferred Stock as of any
particular date shall be equal to $1,000.00.
"PERSON" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"PUBLIC OFFERING" means any underwritten offering by the Corporation
of its capital stock or equity securities to the public pursuant to an effective
registration statement under the Securities Act of 1933, as then in effect, or
any comparable statement under any similar federal statute then in force.
"PURCHASE AGREEMENT" means the Purchase Agreement, dated as of
September 7, 2001, by and among the Corporation and certain investors, as such
agreement may from time to time be amended in accordance with its terms.
"REDEMPTION DATE" as to any share of Preferred Stock means the date
specified in the notice of any redemption at the Corporation's option or at the
holder's option or the applicable date specified herein in the case of any other
redemption; provided that no such date shall be a Redemption Date unless the
Liquidation Value of such share of Preferred Stock (plus all accrued and unpaid
dividends thereon and any required premium with respect thereto) is actually
paid in full on such date, and if not so paid in full, the Redemption Date shall
be the date on which such amount is fully paid.
"SENIOR DEBT" means any indebtedness of the Corporation or any
Subsidiary thereof, now or hereafter incurred, pursuant to (1) the Credit
Agreement, dated on or about November 26, 2002, by and among the Corporation,
DigitalNet, Inc., Bank of America, N.A., as administrative agent, and the other
lenders party thereto (as refinanced, replaced, restructured, amended or
otherwise modified from time to time in accordance with its terms), or (2) the
Bridge Loan Agreement, dated on or about November 26, 2002, by and among the
Corporation, DigitalNet, Inc., Banc of America Mezzanine Capital LLC and the
other lenders party thereto, or the Rollover Investment Agreement contemplated
thereby (as each may be refinanced, replaced, restructured, amended or otherwise
modified from time to time in accordance with its terms).
"SENIOR MANAGEMENT AGREEMENTS" mean the Senior Management Agreements,
dated as of September 7, 2001, between the Corporation, DigitalNet, Inc., a
Delaware corporation, and each of Ken S. Bajaj and Jack Pearlstein,
respectively, as amended from time to time in accordance with its terms, and any
other agreement regarding the issuance of capital stock entered into between the
Corporation and its employees as approved by the Corporation's Board of
Directors.
10
<Page>
"STOCKHOLDERS AGREEMENT" means the Amended and Restated Stockholders
Agreement, dated on or about November 25, 2002, by and between the Corporation
and its stockholders, as amended from time to time in accordance with its terms.
"SUBSIDIARY" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership Interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.
Section 10. AMENDMENT AND WAIVER. No amendment, modification or
waiver shall be binding or effective with respect to any provision of Part B of
this ARTICLE FOUR without the prior written consent of the holders of a majority
of the Preferred Stock outstanding at the time such action is taken; provided
that (i) no such amendment, modification or waiver which adversely affects the
holders of the shares of Class A Preferred shall be effective without the prior
written consent of the holders of a majority the shares of Class A Preferred,
and (ii) no such amendment, modification or waiver which adversely affects the
holders of a majority the shares of Class B Preferred shall be effective without
the prior written consent of the holders of a majority the shares of Class B
Preferred (it being understood that any such amendment, modification or waiver
which amends, modifies or waives any provision hereof which relates solely to
shares of Class B Preferred shall be deemed to adversely affect the holders of
the shares of Class B Preferred).
Section 11. NOTICES. Except as otherwise expressly provided
hereunder, all notice referred to herein shall be in writing and shall be
delivered by registered or certified mail, return receipt requested and postage
prepaid, or by reputable overnight courier service, charges prepaid, and shall
be deemed to have been given when so mailed or sent (i) to the Corporation, at
its principal executive offices and (ii) to any stockholder, as such holder's
address as it appears in the stock records of the Corporation (unless otherwise
indicated by any such holder).
Part C. Power, Preferences and Special Rights of the Common Stock.
Except as otherwise provided in this Part C or as otherwise required
by applicable law, all shares of Common Stock shall be identical in all respects
and shall entitle the holders thereof to the same rights and privileges, subject
to the same qualifications, limitations and restrictions.
11
<Page>
Section 1. VOTING RIGHTS. Except as otherwise provided in this
Part C or as otherwise required by applicable law, the holders of Common Stock
shall be entitled to one vote per share of Common Stock on all matters to be
voted on by the stockholders of the Corporation.
Section 2. DIVIDENDS. As and when dividends are declared or paid
with respect to shares of Common Stock, whether in cash, property or securities
of the Corporation, the holders of Common Stock shall be entitled to receive
such dividends pro rata at the same rate per share. The rights of the holders of
Common Stock to receive dividends are subject to the provisions of the Preferred
Stock.
Section 3. LIQUIDATION. Subject to the provisions of the Preferred
Stock, the holders of the Common Stock shall be entitled to participate pro rata
at the same rate per share in all distributions to the holders of Common Stock
in any liquidation, dissolution or winding up of the Corporation.
Section 4. REGISTRATION OF TRANSFER. The Corporation shall keep at
its principal office (or such other place as the Corporation reasonably
designates) a register for the registration of shares of Common Stock. Upon the
surrender of any certificate representing shares of any class of Common Stock at
such place, the Corporation shall, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of shares of such class represented by the surrendered certificate
and the Corporation shall forthwith cancel such surrendered certificate. Each
such new certificate shall be registered in such name and shall represent such
number of shares of such class as is requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered
certificate. The issuance of new certificates shall be made without charge to
the holders of the surrendered certificates for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
issuance.
Section 5. REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (provided, that an affidavit of the registered
holder will be satisfactory) of the ownership and the loss, theft, destruction
or mutilation of any certificate evidencing one or more shares of any class of
Common Stock, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Corporation (provided that
if the holder is a financial institution or other institutional investor its own
agreement will be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall (at its expense) execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.
Section 6. NOTICES. All notices referred to herein shall be in
writing, and shall be delivered by registered or certified mail, return receipt
requested, postage prepaid, and shall be deemed to have been given when so
mailed (i) to the Corporation at its principal executive offices and (ii) to any
stockholder at such holder's address as it appears in the stock records of the
Corporation (unless otherwise specified in a written notice to the Corporation
by such holder).
12
<Page>
Section 7. AMENDMENT AND WAIVER. No amendment or waiver of any
provision of this Part C shall be effective without the prior consent of the
holders of a majority of the then outstanding shares of Common Stock voting as a
single class.
ARTICLE FIVE
The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.
ARTICLE SIX
The Corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
make, alter or repeal the by-laws of the Corporation. Notwithstanding the
foregoing, Article III of the by-laws may not be amended, altered or repealed by
any action of the Board of Directors.
ARTICLE EIGHT
Meetings of stockholders may be held within or outside of the State of
Delaware, as the by-laws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the by-laws
of the Corporation. Election of directors need not be by written ballot unless
the by-laws of the Corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE TEN
The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
Subject to the provisions of Section 10 of Part B of ARTICLE FOUR and
Section 7 of Part C of ARTICLE FOUR, the Corporation reserves the right to
amend, alter, change or repeal any provision contained in this certificate of
incorporation in the manner now or hereafter
13
<Page>
prescribed herein and by the laws of the State of Delaware, and all rights
conferred upon stockholders herein are granted subject to this reservation.
14
<Page>
CERTIFICATE OF AMENDMENT
OF
DIGITALNET HOLDINGS, INC.
a Delaware Corporation
- --------------------------------------------------------------------------------
Pursuant to Section 242 of the General Corporation Law
of the State of Delaware
- --------------------------------------------------------------------------------
Pursuant to Section 242 of the General Corporation Law of Delaware (the
"DGCL"), DIGITALNET HOLDINGS, INC., a corporation incorporated under the DGCL,
does hereby certify:
FIRST: The name of the Corporation is DIGITALNET HOLDINGS, INC. (the
"Corporation").
SECOND: The original Certificate of Incorporation of the Corporation (the
"Certificate") was filed with the Secretary of State of the State of Delaware on
August 31, 2001.
THIRD: The Corporation hereby amends its Certificate, as heretofore
amended, by adding a new paragraph to Article Four to be located after the first
paragraph entitled "Part A. Authorized Capital Stock" and before the second
paragraph entitled "Part B. Powers, Preferences and Special Rights of the
Preferred Stock" (the "Amendment"):
RECLASSIFICATION. Immediately upon the effectiveness of this Certificate of
Amendment (the "Effective Date"), eight (8) shares of the Corporation's
common stock, par value $0.001 per share, issued and outstanding
immediately prior to the Effective Date (the "Old Common Stock"), shall
automatically and without any action on the part of the holder thereof be
reclassified and changed into one (1) share of the Corporation's Common
Stock (the "New Common Stock"), subject to the treatment of fractional
share interests as described below. Each holder of a certificate or
certificates, which immediately prior to the Effective Date
<Page>
represented outstanding shares of the Old Common Stock (the "Old
Certificates," whether one or more), shall be entitled to receive, upon
surrender of such Old Certificates to the Corporation for cancellation, a
certificate or certificates (the "New Certificates," whether one or more)
representing the number of whole shares of Common Stock into which and for
which the shares of the Old Common Stock formerly represented by such Old
Certificates so surrendered are reclassified under the terms hereof. From
and after the Effective Date, the Old Certificates shall represent only (i)
the number of shares of Common Stock into which the shares of the Old
Common Stock represented thereby were reclassified and (ii) the right to
receive New Certificates pursuant to the provisions hereof. No certificates
or scrip representing fractional share interests in the New Common Stock
will be issued, and no such fractional share interest will entitle the
holder thereof to vote, or to any rights of a shareholder of the
Corporation. In lieu of any fractional shares, each holder who would
otherwise be entitled to a fractional share shall be entitled to receive an
amount in cash, without interest, equal to such fraction multiplied by the
fair market value of the Common Stock as determined by the Corporation's
board of directors. If more than one Old Certificate shall be surrendered
for the account of the same stockholder, the number of full shares of
Common Stock for which New Certificates shall be issued shall be computed
on the basis of the aggregate number of shares represented by the Old
Certificates so surrendered. If any New Certificate is to be issued in a
name other than that in which the Old Certificates surrendered for exchange
are issued, the Old Certificates so surrendered shall be properly endorsed
and otherwise in proper form for transfer, and the person or persons
requesting such exchange shall affix any requisite stock transfer tax
stamps to the Old Certificates surrendered, or provide funds for their
purchase, or establish to the satisfaction of the Corporation that such
taxes are not payable.
FOURTH: The directors of the Corporation adopted resolutions which set
forth the foregoing amendment, declared that this amendment was advisable and
directed that this amendment be submitted for consideration by the stockholders
of the Corporation.
FIFTH: The foregoing amendment was approved by the stockholders by written
consent pursuant to Section 228 of the DGCL.
SIXTH: The foregoing amendment has been duly adopted in accordance with
Section 242 of the DGCL.
SEVENTH: Terms used but not otherwise defined herein are used herein as
defined in the Certificate.
-2-
<Page>
EIGHTH: Except as amended hereby, the Certificate shall continue in full
force and effect.
IN WITNESS WHEREOF, this Certificate of Amendment having been duly adopted
by the Board of Directors and the stockholders of the Corporation in accordance
with the provisions of Sections 228 and 242 of the DGCL, has been executed this
28th day of March, 2003.
DIGITALNET HOLDINGS, INC.
By: /s/ Jack Pearlstein
----------------------------------
Name: Jack Pearlstein
Title: Chief Financial Officer and
Secretary
-3-
<Page>
CERTIFICATE OF AMENDMENT
OF
DIGITALNET HOLDINGS, INC.
a Delaware Corporation
- --------------------------------------------------------------------------------
Pursuant to Section 242 of the Delaware General Corporation Law
- --------------------------------------------------------------------------------
DIGITALNET HOLDINGS, INC., a corporation duly organized and existing under
the Delaware General Corporation Law (the "DGCL"), does hereby certify:
FIRST: The name of the Corporation is DIGITALNET HOLDINGS, INC. (the
"Corporation").
SECOND: The original Certificate of Incorporation of the Corporation (the
"Certificate") was filed with the Secretary of State of the State of Delaware on
August 31, 2001.
THIRD: The Corporation hereby amends its Certificate, as heretofore
amended, by adding a new Section 5G entitled "Optional Conversion of Class A
Preferred" to Article Four, Section 5 to be located after Section 5F entitled
"Certificates" (the "Amendment"):
5G. OPTIONAL CONVERSION OF CLASS A PREFERRED.
Subject to the automatic conversion of Class A Preferred pursuant to
Section 5A, for a period of five (5) business days following the execution
date of the first firm commitment underwriting agreement in connection with
a Public Offering, each holder of Class A Preferred shall be entitled to
convert shares of Class A Preferred then held by such holder into a number
of Conversion Shares computed by dividing the Liquidation Value thereof
(plus all accrued and unpaid dividends thereon) by the price of the Common
Stock being sold to the public pursuant to the underwriting agreement. Any
exercise of the conversion right set forth in this Section 5G shall be
elected by the holder of Class A Preferred by
<Page>
delivery of written notice to the Corporation. Any conversion of Class A
Preferred pursuant to such exercise shall be deemed to have been effected
at the time of delivery of the conversion notice to the Corporation.
FOURTH: The directors of the Corporation adopted resolutions which set
forth the foregoing amendment, declared that this amendment was advisable and
directed that this amendment be submitted for consideration by the stockholders
of the Corporation.
FIFTH: The foregoing amendment was approved by the stockholders by written
consent pursuant to Section 228 of the DGCL.
SIXTH: The foregoing amendment has been duly adopted in accordance with
Section 242 of the DGCL.
SEVENTH: Terms used but not otherwise defined herein are used herein as
defined in the Certificate.
EIGHTH: Except as amended hereby, the Certificate shall continue in full
force and effect.
IN WITNESS WHEREOF, this Certificate of Amendment having been duly adopted
by the Board of Directors and the stockholders of the Corporation in accordance
with the provisions of Sections 228 and 242 of the DGCL, has been executed this
5th day of May, 2003.
DIGITALNET HOLDINGS, INC.
By: /s/ Ken S. Bajaj
----------------------------------
Name: Ken S. Bajaj
Title: Chief Executive Officer and
President
-2-