Exhibit 10.6
ESCROW AGREEMENT
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THIS ESCROW AGREEMENT, dated as of October 28, 2004 ("Escrow
Agreement"), is by and between DIGITAL FUSION, INC., a Delaware corporation
("Digital Fusion"); SUMMIT RESEARCH CORPORATION, an Alabama corporation
("Summit"); and SYNOVUS TRUST COMPANY, as Escrow Agent hereunder ("Escrow
Agent"). Digital Fusion and Summit are referenced herein collectively as the
"Parties" and separately as a "Party."
ARTICLE 1
BACKGROUND
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Digital Fusion and Summit have entered into a Stock Purchase Agreement
(as amended, the "Underlying Agreement"), dated as of October 28, 2004, pursuant
to which Digital Fusion shall acquire all the capital stock in Summit. The
Underlying Agreement provides that each party shall deposit the Escrow Funds
(defined below) in a segregated escrow account to be held by Escrow Agent for
the purpose of securing the payment of amounts outlined in Section 10(c) of the
Underlying Agreement.
Escrow Agent has agreed to accept, hold, and disburse the funds
deposited with it and the earnings thereon in accordance with the terms of this
Escrow Agreement.
Pursuant to the Underlying Agreement, the Parties have appointed the
Representatives (as defined below) to represent them for all purposes in
connection with the funds to be deposited with Escrow Agent and this Escrow
Agreement.
In order to establish the escrow of funds and to effect the provisions
of the Underlying Agreement, the Parties hereto have entered into this Escrow
Agreement.
ARTICLE 2
STATEMENT OF AGREEMENT
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NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for
themselves, their successors and assigns, hereby agree as follows:
Section 2.1 Definitions. The following terms shall have the following meanings
when used herein:
"Representative" shall mean the person so designated on Schedule A
hereto or any other person designated in a writing signed by said Party and
delivered to Escrow Agent and the other Party in accordance with the notice
provisions of this Escrow Agreement, to act as its representative under this
Escrow Agreement.
"Escrow Funds" shall mean the funds deposited with Escrow Agent
pursuant to Section 2.3 of this Agreement, together with any interest and other
income thereon.
"Escrow Period" shall mean the period commencing on the date hereof and
ending on the applicable termination date set forth on Schedule A hereto.
"Joint Written Direction" shall mean a written direction executed by
the Representatives and directing Escrow Agent to disburse all or a portion of
the Escrow Funds or to take or refrain from taking an action pursuant to this
Escrow Agreement.
"Representatives" shall mean the Digital Fusion Representative and the
Summit Representative.
Section 2.2 Appointment of and Acceptance by Escrow Agent. Digital
Fusion and Summit hereby appoint Escrow Agent to serve as escrow agent
hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by
wire transfer of the Escrow Funds in accordance with Section 2.3 below, agrees
to hold, invest and disburse the Escrow Funds in accordance with this Escrow
Agreement.
Section 2.3 Deposit of Escrow Funds. Simultaneously with the execution
and delivery of this Escrow Agreement, the Parties will each transfer
$250,000.00 (the "Escrow Funds") to Escrow Agent, by wire transfer of
immediately available funds, to the account of the Escrow Agent referenced on
Schedule A hereto.
Section 2.4 Disbursements of Escrow Funds. Escrow Agent shall disburse
Escrow Funds at any time and from time to time, upon receipt of, and in
accordance with, a Joint Written Direction. Such Joint Written Direction shall
contain wiring instructions or an address to which a check shall be sent. Upon
the expiration of the Escrow Period, Escrow Agent shall distribute, as promptly
as practicable, the Escrow Funds in the manner described on Schedule A, without
any further instruction or direction from the Representatives.
All disbursements of funds from the Escrow Funds shall be subject to the fees
and claims of Escrow Agent and the Indemnified Parties (as defined below)
pursuant to Section 2.10 and Section 2.11 below.
Section 2.5 Suspension of Performance; Disbursement Into Court. If, at
any time, (i) there shall exist any dispute between Digital Fusion, Summit or
the Representatives with respect to the holding or disposition of all or any
portion of the Escrow Funds or any other obligations of Escrow Agent hereunder,
(ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction,
the proper disposition of all or any portion of the Escrow Funds or Escrow
Agent's proper actions with respect to its obligations hereunder, or (iii) the
Representatives have not within 30 days of the furnishing by Escrow Agent of a
notice of resignation pursuant to Section 2.7 hereof, appointed a successor
Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion,
take either or both of the following actions:
(a) suspend the performance of any of its obligations (including
without limitation any disbursement obligations) under this Escrow Agreement
until such dispute or uncertainty shall be resolved to the sole satisfaction of
Escrow Agent or until a successor Escrow Agent shall have been appointed (as the
case may be).
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(b) petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction in any venue convenient
to Escrow Agent, for instructions with respect to such dispute or uncertainty,
and to the extent required or permitted by law, pay into such court, for holding
and disposition in accordance with the instructions of such court, all Escrow
Funds, after deduction and payment to Escrow Agent of all fees and expenses
(including court costs and attorneys' fees) payable to, incurred by, or expected
to be incurred by Escrow Agent in connection with the performance of its duties
and the exercise of its rights hereunder.
Escrow Agent shall have no liability to Digital Fusion, Summit, their respective
shareholders or members or any other person with respect to any such suspension
of performance or disbursement into court, specifically including any liability
or claimed liability that may arise, or be alleged to have arisen, out of or as
a result of any delay in the disbursement of the Escrow Funds or any delay in or
with respect to any other action required or requested of Escrow Agent.
Section 2.6 Investment of Funds. The Escrow Agent is herein directed
and instructed to initially invest and reinvest the Escrow Funds in the
investment indicated on Schedule A hereto. With the execution of this document,
the parties hereto acknowledge receipt of prospectuses and/or disclosure
materials associated with the investment vehicle, either through means of
hardcopy or via access to the website associated with the investment selected by
the parties to this Escrow Agreement. The parties hereto acknowledge that they
have discussed the investment and are in agreement as to the selected
investment. Digital Fusion and Summit may provide instructions changing the
investment of the Escrow Funds (subject to applicable minimum investment
requirements) by the furnishing of a Joint Written Direction to the Escrow
Agent; provided, however, that no investment or reinvestment may be made except
in the following:
(a) direct obligations of the United States of America or obligations
the principal of and the interest on which are unconditionally guaranteed by the
United State of America;
(b) certificates of deposit issued by any bank, bank and trust company,
or national banking association (including Escrow Agent and its affiliates),
which certificates of deposit are insured by the Federal Deposit Insurance
Corporation or a similar governmental agency;
(c) repurchase agreements with any bank, trust company, or national
banking association (including Escrow Agent and its affiliates); or
(d) any institutional money market fund offered by Escrow Agent,
including any institutional money market fund managed by Escrow Agent or any of
its affiliates.
If Escrow Agent has not received a Joint Written Direction at any time
that an investment decision must be made, Escrow Agent shall invest the Escrow
Funds, or such portion thereof as to which no Joint Written Direction has been
received, in investments described in clause (d) above. Each of the foregoing
investments shall be made in the name of Escrow Agent. No investment shall be
made in any instrument or security that has a maturity of greater than six (6)
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months. Notwithstanding anything to the contrary contained herein, Escrow Agent
may, without notice to the Representatives, sell or liquidate any of the
foregoing investments at any time if the proceeds thereof are required for any
disbursement of Escrow Funds permitted or required hereunder. All investment
earnings shall become part of the Escrow Funds and investment losses shall be
charged against the Escrow Funds. Escrow Agent shall not be liable or
responsible for loss in the value of any investment made pursuant to this Escrow
Agreement, or for any loss, cost or penalty resulting from any sale or
liquidation of the Escrow Funds. With respect to any Escrow Funds received by
Escrow Agent after ten o'clock, a.m., Huntsville, Alabama, time, Escrow Agent
shall not be required to invest such funds or to effect any investment
instruction until the next day upon which banks in Huntsville, Alabama are open
for business.
Section 2.7 Resignation of Escrow Agent. Escrow Agent may resign and be
discharged from the performance of its duties hereunder at any time by giving
ten (10) days prior written notice to Digital Fusion and Summit specifying a
date when such resignation shall take effect. Upon any such notice of
resignation, the Representatives jointly shall appoint a successor Escrow Agent
hereunder prior to the effective date of such resignation. The retiring Escrow
Agent shall transmit all records pertaining to the Escrow Funds and shall pay
all Escrow Funds to the successor Escrow Agent, after making copies of such
records as the retiring Escrow Agent deems advisable and after deduction and
payment to the retiring Escrow Agent of all fees and expenses (including court
costs and attorneys' fees) payable to, incurred by, or expected to be incurred
by the retiring Escrow Agent in connection with the performance of its duties
and the exercise of its rights hereunder. After any retiring Escrow Agent's
resignation, the provisions of this Escrow Agreement shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Escrow Agent
under this Escrow Agreement. Any corporation or association into which the
Escrow Agent may be merged or converted or with which it may be consolidated, or
any corporation or association to which all or substantially all of the escrow
business of the Escrow Agent's corporate trust line of business may be
transferred, shall be the Escrow Agent under this Escrow Agreement without
further act.
Section 2.8 Liability of Escrow Agent. The Escrow Agent undertakes to
perform only such duties as are expressly set forth herein and no duties shall
be implied. The Escrow Agent shall have no liability under and no duty to
inquire as to the provisions of any agreement other than this Escrow Agreement.
The Escrow Agent shall not be liable for any action taken or omitted by it in
good faith except to the extent that a court of competent jurisdiction
determines that the Escrow Agent's gross negligence or willful misconduct was
the primary cause of any loss to Digital Fusion or Summit. Escrow Agent's sole
responsibility shall be for the safekeeping and disbursement of the Escrow Funds
in accordance with the terms of this Escrow Agreement. Escrow Agent shall have
no implied duties or obligations and shall not be charged with knowledge or
notice of any fact or circumstance not specifically set forth herein. Escrow
Agent may rely upon any notice, instruction, request or other instrument, not
only as to its due execution, validity and effectiveness, but also as to the
truth and accuracy of any information contained therein, which Escrow Agent
shall believe to be genuine and to have been signed or presented by the person
or parties purporting to sign the same. In no event shall Escrow Agent be liable
for incidental, indirect, special, consequential or punitive damages (including,
but not limited to lost profits), even if the Escrow Agent has been advised of
the likelihood of such loss or damage and regardless of the form of action.
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Escrow Agent shall not be obligated to take any legal action or commence any
proceeding in connection with the Escrow Funds, any account in which Escrow
Funds are deposited, this Escrow Agreement or the Underlying Agreement, or to
appear in, prosecute or defend any such legal action or proceeding. Escrow Agent
may consult legal counsel selected by it in the event of any dispute or question
as to the construction of any of the provisions hereof or of any other agreement
or of its duties hereunder, or relating to any dispute involving any party
hereto, and shall incur no liability and shall be fully indemnified from any
liability whatsoever in acting in accordance with the opinion or instruction of
such counsel. Digital Fusion and Summit, jointly and severally, shall promptly
pay, upon demand, the reasonable fees and expenses of any such counsel.
The Escrow Agent is authorized, in its sole discretion, to comply with
orders issued or process entered by any court with respect to the Escrow Funds,
without determination by the Escrow Agent of such court's jurisdiction in the
matter. If any portion of the Escrow Funds is at any time attached, garnished or
levied upon under any court order, or in case the payment, assignment, transfer,
conveyance or delivery of any such property shall be stayed or enjoined by any
court order, or in case any order, judgment or decree shall be made or entered
by any court affecting such property or any part thereof, then and in any such
event, the Escrow Agent is authorized, in its sole discretion, to rely upon and
comply with any such order, writ, judgment or decree which it is advised by
legal counsel selected by it is binding upon it without the need for appeal or
other action; and if the Escrow Agent complies with any such order, writ,
judgment or decree, it shall not be liable to any of the parties hereto or to
any other person or entity by reason of such compliance even though such order,
writ, judgment or decree may be subsequently reversed, modified, annulled, set
aside or vacated.
Section 2.9 Indemnification of Escrow Agent. From and at all times
after the date of this Escrow Agreement, Digital Fusion and Summit, jointly and
severally, shall, to the fullest extent permitted by law, defend, indemnify and
hold harmless Escrow Agent and each director, officer, employee, attorney, agent
and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against
any and all actions, claims (whether or not valid), losses, damages,
liabilities, costs and expenses of any kind or nature whatsoever (including
without limitation reasonable attorneys' fees, costs and expenses) incurred by
or asserted against any of the Indemnified Parties from and after the date
hereof, whether direct, indirect or consequential, as a result of or arising
from or in any way relating to any claim, demand, suit, action or proceeding
(including any inquiry or investigation) by any person, including without
limitation Digital Fusion or Summit, whether threatened or initiated, asserting
a claim for any legal or equitable remedy against any person under any statute
or regulation, including, but not limited to, any federal or state securities
laws, or under any common law or equitable cause or otherwise, arising from or
in connection with the negotiation, preparation, execution, performance or
failure of performance of this Escrow Agreement or any transactions contemplated
herein, whether or not any such Indemnified Party is a party to any such action,
proceeding, suit or the target of any such inquiry or investigation; provided,
however, that no Indemnified Party shall have the right to be indemnified
hereunder for any liability finally determined by a court of competent
jurisdiction, subject to no further appeal, to have resulted solely from the
gross negligence or willful misconduct of such Indemnified Party. Each
Indemnified Party shall, in its sole discretion, have the right to select and
employ separate counsel with respect to any action or claim brought or asserted
against it, and the reasonable fees of such counsel shall be paid upon demand by
the Digital Fusion and Summit jointly and severally. The obligations of Digital
Fusion and Summit under this Section 2.9 shall survive any termination of this
Escrow Agreement and the resignation or removal of Escrow Agent.
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The parties agree that neither the payment by Digital Fusion or Summit
of any claim by Escrow Agent for indemnification hereunder nor the disbursement
of any amounts to Escrow Agent from the Escrow Funds in respect of a claim by
Escrow Agent for indemnification shall impair, limit, modify, or affect, as
between Digital Fusion and Summit, the respective rights and obligations of
Digital Fusion, on the one hand, and Summit, on the other hand, under the
Underlying Agreement.
Section 2.10 Fees and Expenses of Escrow Agent. Digital Fusion and
Summit shall compensate Escrow Agent for its services hereunder in accordance
with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent
for all of its reasonable out-of-pocket expenses, including attorneys' fees,
travel expenses, telephone and facsimile transmission costs, postage (including
express mail and overnight delivery charges), copying charges and the like. The
additional provisions and information set forth on Schedule A are hereby
incorporated by this reference, and form a part of this Escrow Agreement. All of
the compensation and reimbursement obligations set forth in this Section 2.10
shall be payable by Digital Fusion and Summit, jointly and severally, upon
demand by Escrow Agent. The obligations of Digital Fusion and Summit under this
Section 2.10 shall survive any termination of this Escrow Agreement and the
resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may,
disburse to itself from the Escrow Funds, from time to time, the amount of any
compensation and reimbursement of out-of-pocket expenses due and payable
hereunder (including any amount to which Escrow Agent or any Indemnified Party
is entitled to seek indemnification pursuant to Section 2.9 hereof). Escrow
Agent shall notify the Representatives of any disbursement from the Escrow Funds
to itself or any Indemnified Party in respect of any compensation or
reimbursement hereunder and shall furnish to the Representatives copies of all
related invoices and other statements. Digital Fusion, Summit and the
Representatives hereby grant to Escrow Agent and the Indemnified Parties a
security interest in and lien upon the Escrow Funds to secure all obligations
with respect to the right to offset the amount of any compensation or
reimbursement due any of them hereunder (including any claim for indemnification
pursuant to Section 2.9 hereof) against the Escrow Funds. If for any reason
funds in the Escrow Funds are insufficient to cover such compensation and
reimbursement, Digital Fusion and Summit shall promptly pay such amounts to
Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.
Section 2.11 Representations and Warranties; Legal Opinions. Each of
Digital Fusion and Summit respectively makes the following representations and
warranties to Escrow Agent:
(i) It is duly organized, validly existing, and in good standing under
the laws of the state of its incorporation or organization, and has full
power and authority to execute and deliver this Escrow Agreement and to
perform its obligations hereunder.
(ii) This Escrow Agreement has been duly approved by all necessary
action, including any necessary shareholder or membership approval, has
been executed by its duly authorized officers, and constitutes its valid
and binding agreement enforceable in accordance with its terms.
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(iii) The execution, delivery, and performance of this Escrow
Agreement is in accordance with the Underlying Agreement and will not
violate, conflict with, or cause a default under its articles of
incorporation, articles of organization, bylaws, management agreement or
other organizational document, as applicable, any applicable law or
regulation, any court order or administrative ruling or decree to which it
is a party or any of its property is subject, or any agreement, contract,
indenture, or other binding arrangement, including without limitation the
Underlying Agreement, to which it is a party or any of its property is
subject.
(iv) The applicable persons designated on Schedule A hereto have been
duly appointed to act as its representatives hereunder and have full power
and authority to execute and deliver any Joint Written Direction, to amend,
modify or waive any provision of this Escrow Agreement and to take any and
all other actions as the Representatives under this Escrow Agreement, all
without further consent or direction from, or notice to, it or any other
party.
(v) No party other than the parties hereto has, or shall have, any
lien, claim or security interest in the Escrow Funds or any part thereof.
No financing statement under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing (whether
specifically or generally) the Escrow Funds or any part thereof.
(vi) All of its representations and warranties contained herein are
true and complete as of the date hereof and will be true and complete at
the time of any disbursement of the Escrow Funds.
Section 2.12 Identifying Information. Digital Fusion and Summit
acknowledge that a portion of the identifying information set forth on Schedule
A is being requested by the Escrow Agent in connection with the USA Patriot Act,
Pub.L.107-56 (the "Act"), and Digital Fusion and Summit agree to provide any
additional information requested by the Escrow Agent in connection with the Act
or any similar legislation or regulation to which Escrow Agent is subject, in a
timely manner. The Digital Fusion and the Summit each represent that all
identifying information set forth on Schedule A, including without limitation,
its Taxpayer Identification Number assigned by the Internal Revenue Service or
any other taxing authority, is true and complete on the date hereof and will be
true and complete at the time of any disbursement of the Escrow Funds.
Section 2.13 Consent to Jurisdiction and Venue. In the event that any
party hereto commences a lawsuit or other proceeding relating to or arising from
this Escrow Agreement, the parties hereto agree that suit to enforce any
provision of this Agreement, or any right, remedy or other matter arising
therefrom, will be brought exclusively in the state or federal courts located in
Madison County, Alabama. Any of these courts shall be proper venue for any such
lawsuit or judicial proceeding and the parties hereto waive any objection to
such venue. The parties hereto consent to and agree to submit to the
jurisdiction of any of the courts specified herein and agree to accept service
of process to vest personal jurisdiction over them in any of these courts.
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Section 2.14 Notice. All notices, approvals, consents, requests, and
other communications hereunder shall be in writing and shall be deemed to have
been given when the writing is delivered if given or delivered by hand,
overnight delivery service or facsimile transmitter (with confirmed receipt) to
the address or facsimile number set forth on Schedule A hereto, or to such other
address as each party may designate for itself by like notice, and shall be
deemed to have been given on the date deposited in the mail, if mailed, by
first-class, registered or certified mail, postage prepaid, addressed as set
forth on Schedule A hereto, or to such other address as each party may designate
for itself by like notice.
Section 2.15 Amendment or Waiver. This Escrow Agreement may be changed,
waived, discharged or terminated only by a writing signed by the Representatives
and Escrow Agent. No delay or omission by any party in exercising any right with
respect hereto shall operate as a waiver. A waiver on any one occasion shall not
be construed as a bar to, or waiver of, any right or remedy on any future
occasion.
Section 2.16 Severability. To the extent any provision of this Escrow
Agreement is prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Escrow Agreement.
Section 2.17 Governing Law. This Escrow Agreement shall be construed
and interpreted in accordance with the internal laws of the State of Alabama
without giving effect to the conflict of laws principles thereof.
Section 2.18 Entire Agreement. This Escrow Agreement constitutes the
entire agreement between the parties relating to the holding, investment and
disbursement of the Escrow Funds and sets forth in their entirety the
obligations and duties of Escrow Agent with respect to the Escrow Funds.
Section 2.19 Binding Effect. All of the terms of this Escrow Agreement,
as amended from time to time, shall be binding upon, inure to the benefit of and
be enforceable by the respective successors and assigns of Digital Fusion,
Summit and Escrow Agent.
Section 2.20 Execution in Counterparts. This Escrow Agreement and any
Joint Written Direction may be executed in two or more counterparts, which when
so executed shall constitute one and the same agreement or direction.
Section 2.21 Termination. Upon the first to occur of the termination of
the Escrow Period, the disbursement of all amounts in the Escrow Funds pursuant
to Joint Written Directions or the disbursement of all amounts in the Escrow
Funds into court pursuant to Section 2.5 or Section 2.8 hereof, this Escrow
Agreement shall terminate and Escrow Agent shall have no further obligation or
liability whatsoever with respect to this Escrow Agreement or the Escrow Funds.
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed under seal as of the date first above written.
DIGITAL FUSION, INC.
[CORPORATE SEAL] By: /s/ Gary S. Ryan
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Title: President
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ATTEST:
Jeffrey L. Williams
- ----------------------------
Asst. Secretary
SUMMIT RESEARCH CORPORATION
[CORPORATE SEAL] By: /s/ Michael W. Wicks
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Title: President
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ATTEST:
/s/ George Hill
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Secretary
SYNOVUS TRUST COMPANY
as Escrow Agent
By: /s/ Glenda Thomas
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Title: V.P. & T.O.
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SCHEDULE A
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ESCROW FUNDS
Escrow Funds wiring instructions: M&I Marshall & Ilsley Bank
- --------------------------------- ABA 075000051
Credit Account 182-45964
F/B/O Synovus Trust Co. N.A. #74-2037-01-3
F/C Digital Fusion/Summit Research Escrow
Milwaukee, WI
Escrow Agent Fees:
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Annual Escrow Fee: $2,500
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The Annual Escrow Fee is payable upon execution of the escrow documents. Annual
fees cover a full year in advance, or any part thereof, and thus are not
pro-rated in the year of termination.
The fees quoted in this schedule apply to services ordinarily rendered in the
administration of an Escrow Account and are subject to reasonable adjustment
based on final review of documents, or when the Escrow Agent is called upon to
undertake unusual duties or responsibilities, or as changes in law, procedures,
or the cost of doing business demand. Services in addition to and not
contemplated in this Agreement, including, but not limited to, document
amendments and revisions, non-standard cash and/or investment transactions,
calculations, notices and reports, and legal fees, will be billed as
extraordinary expenses.
Unless otherwise indicated, the above fees relate to the establishment of one
escrow account. Additional sub-accounts governed by the same Escrow Agreement
may incur an additional charge. Transaction costs include charges for wire
transfers, checks, internal transfers and securities transactions.
Taxpayer Identification Numbers:
Digital Fusion: ________________________
Summit: _____________________________
Termination and Disbursement. Unless earlier terminated by the provisions of the
Escrow Agreement, the Escrow Period will terminate on January 3, 2005. Any
Escrow Funds remaining on such date shall be distributed 50% to Digital Fusion
and 50% to Summit in accordance with Section 2.4 of the Escrow Agreement.
Investment Instructions
Federated Government Obligations Fund
Representatives:
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The following person is hereby designated and appointed as Digital
Fusion Representative under the Escrow Agreement:
Gary S. Ryan /s/ Gary S. Ryan
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Name Specimen signature
The following person is hereby designated and appointed as Summit
Representative under the Escrow Agreement:
Michael W. Wicks /s/ Michael W. Wicks
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Name Specimen signature
Representative Information. The following information should be
provided to Escrow Agent separately by each Representative and any future
Representative:
Date of Birth
Address
Mailing Address, if different
Social Security Number
Notice Addresses:
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Principal Place of Business, if different
If to Digital Fusion at: Digital Fusion, Inc.:
- --------------------------------------------
4940-A Corporate Drive _____________________________
Huntsville, Alabama _____________________________
ATTN: Roy E. Crippen III
Facsimile: 256-837-2821
Telephone: 256-837-2620
E-mail: gryan@digitalfusion.com
If to Summit:
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Summit Research Corporation ______________________________
4910 Corporate Drive, Suite H ______________________________
Huntsville, Alabama 35805 ______________________________
ATTN: Mike Wicks
Facsimile: 256-837-0988
Telephone: (256) 876-1091
E-mail: mike.wicks@summit-research-corp.com
If to the Escrow
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Agent: Synovus Trust Company, as Escrow Agent
301 Washington Street _____________________________
Huntsville, Alabama 35801 _____________________________
Attn: Ron Wood
Facsimile: (256) 551-3360