Exhibit 10.1


 





*00000000100402750100700427201601*


 





BUSINESS LOAN AGREEMENT (ASSET BASED)


  





	
        Principal

        $6,000,000.00 
	
        Loan Date

        04-27-2016 
	
        Maturity

        04-30-2017 
	
        Loan No

        1004027501 
	Call / Coll 	
        Account

        ***
	
        Officer

        SKC
	Initials 
	
        References in the boxes above are for Lender's use only and
        do not limit the applicability of this document to any particular loan or

        item. Any item above containing "***"
        has been omitted due to text length limitations.








 


	Borrower:  	
        WidePoint Corporation; WidePoint Solutions Corp.;
        

        WidePoint IL, Inc.; WP NBIL, Inc.; WidePoint Ohio
        

        Real Estate Corp.; WidePoint Cybersecurity 

        Solutions Corporation; WidePoint Integrated 

        Solutions Corp.; Advanced Response Concepts 

        Corporation; Protexx Technology Corporation; 

        WidePoint Global Solutions, Inc.; and Soft-Ex

        Communications Limited

        7926 Jones Branch Drive, Suite 520 

        McLean, VA 22102-3371
	Lender:  	
        Cardinal Bank 

        8270 Greensboro Drive

        Suite 500

        McLean, VA 22102



 





 



  


THIS BUSINESS LOAN AGREEMENT (ASSET BASED)
dated April 27, 2016, is made and executed between WidePoint Corporation; WidePoint Solutions Corp.; WidePoint IL, Inc.; WP NBIL,
Inc.; WidePoint Ohio Real Estate Corp.; WidePoint Cybersecurity Solutions Corporation; WidePoint Integrated Solutions Corp.; Advanced
Response Concepts Corporation; Protexx Technology Corporation; WidePoint Global Solutions, Inc.; and Soft-Ex Communications Limited
("Borrower") and Cardinal Bank ("Lender") on the following terms and conditions. Borrower has received prior
commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including
those which may be described on any exhibit or schedule aftached to this Agreement. Borrower understands and agrees that: (A) in
granting, renewing, or extending any Loan, Lender is relying upon Borrowers representations, warranties, and agreements as set
forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's
sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.



 


TERM. This Agreement shall be effective as of April 27,
2016, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid
in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the
parties may agree in writing to terminate this Agreement.


 


LINE OF CREDIT. Lender agrees to make Advances to Borrower
from time to time from the date of this Agreement to the Expiration Date, provided the aggregate amount of such Advances outstanding
at any time does not exceed the Borrowing Base. Within the foregoing limits, Borrower may borrow, partially or wholly prepay, and
reborrow under this Agreement as follows:


 


Conditions Precedent to Each Advance. Lender's obligation
to make any Advance to or for the account of Borrower under this Agreement is subject to the following conditions precedent, with
all documents, instruments, opinions, reports, and other items required under this Agreement to be in form and substance satisfactory
to Lender:


 


(1) Lender shall have received evidence that this Agreement
and all Related Documents have been duly authorized, executed, and delivered by Borrower to Lender.


 


(2) Lender shall have received such opinions of counsel, supplemental
opinions, and documents as Lender may request.


 


(3) The security interests in the Collateral shall have been
duly authorized, created, and perfected with first lien priority and shall be in full force and effect.


 


(4) All guaranties required by Lender for the credit facility(ies)
shall have been executed by each Guarantor, delivered to Lender, and be in full force and effect.


 


(5) Lender, at its option and for its sole benefit, shall have
conducted an audit of Borrower's Accounts, books, records, and operations, and Lender shall be satisfied as to their condition.


 


(6) Borrower shall have paid to Lender all fees, costs, and
expenses specified in this Agreement and the Related Documents as are then due and payable.


 


(7) There shall not exist at the time of any Advance a condition
which would constitute an Event of Default under this Agreement, and Borrower shall have delivered to Lender the compliance certificate
called for in the paragraph below titled "Compliance Certificate."


 


Making Loan Advances. Advances under this credit facility,
as well as directions for payment from Borrower's accounts, may be requested orally or in writing by authorized persons. Lender
may, but need not, require that all oral requests be confirmed in writing. Each Advance shall be conclusively deemed to have been
made at the request of and for the benefit of Borrower (1) when credited to any deposit account of Borrower maintained with Lender
or (2) when advanced in accordance with the instructions of an authorized person. Lender, at its option, may set a cutoff time,
after which all requests for Advances will be treated as having been requested on the next succeeding Business Day.


 


Mandatory Loan Repayments. If at any time the aggregate
principal amount of the outstanding Advances shall exceed the applicable Borrowing Base, Borrower, immediately upon written or
oral notice from Lender, shall pay to Lender an amount equal to the difference between the outstanding principal balance of the
Advances and the Borrowing Base. On the Expiration Date, Borrower shall pay to Lender in full the aggregate unpaid principal amount
of all Advances then outstanding and all accrued unpaid interest, together with all other applicable fees, costs and charges, if
any, not yet paid.


 


Loan Account. Lender shall maintain on its books a record
of account in which Lender shall make entries for each Advance and such other debits and credits as shall be appropriate in connection
with the credit facility. Lender shall provide Borrower with periodic statements of Borrower's account, which statements shall
be considered to be correct and conclusively binding on Borrower unless Borrower notifies Lender to the contrary within thirty
(30) days after Borrower's receipt of any such statement which Borrower deems to be incorrect.


 


COLLATERAL. To secure payment of the Primary Credit Facility
and performance of all other Loans, obligations and duties owed by Borrower to Lender, Borrower (and others, if required)
shall grant to Lender Security Interests in such property and assets as Lender may require. Lender's Security Interests in the
Collateral shall be continuing liens and shall include the proceeds and products of the Collateral, including without


 






     


     


    

 





*00000000100402750100700427201602*


 





BUSINESS LOAN AGREEMENT (ASSET BASED)


	Loan No: 1004027501  	(Continued)	Page 2


 












  


limitation the proceeds of any insurance. With respect to the
Collateral, Borrower agrees and represents and warrants to Lender:


 


Perfection of Security Interests. Borrower agrees to
execute all documents perfecting Lender's Security Interest and to take whatever actions are requested by Lender to perfect and
continue Lender's Security Interests in the Collateral. Upon request of Lender, Borrower will deliver to Lender any and all of
the documents evidencing or constituting the Collateral, and Borrower will note Lender's interest upon any and all chattel paper
and instruments if not delivered to Lender for possession by Lender. Contemporaneous with the execution of this Agreement,
Borrower will execute one or more UCC financing statements and any similar statements as may be required by applicable law, and
Lender will file such financing statements and all such similar statements in the appropriate location or locations. Borrower hereby
appoints Lender as its irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue
any Security Interest. Lender may at any time, and without further authorization from Borrower, file a carbon, photograph, facsimile,
or other reproduction of any financing statement for use as a financing statement. Borrower will reimburse Lender for all expenses
for the perfection, termination, and the continuation of the perfection of Lender's security interest in the Collateral. Borrower
promptly will notify Lender before any change in Borrower's name including any change to the assumed business names of Borrower.
Borrower also promptly will notify Lender before any change in Borrower's Social Security Number or Employer Identification Number.
Borrower further agrees to notify Lender in writing prior to any change in address or location of Borrower's principal governance
office or should Borrower merge or consolidate with any other entity.


 


Collateral Records. Borrower does now, and at all times
hereafter shall, keep correct and accurate records of the Collateral, all of which records shall be available to Lender or Lender's
representative upon demand for inspection and copying at any reasonable time. With respect to the Accounts, Borrower agrees to
keep and maintain such records as Lender may require, including without limitation information concerning Eligible Accounts and
Account balances and agings. Records related to Accounts (Receivables) are or will be located at 7626 Jones Branch Drive, Suite
520, McLean VA 22102. The above is an accurate and complete list of all locations at which Borrower keeps or maintains business
records concerning Borrower's collateral.


 


Collateral Schedules. Concurrently with the execution
and delivery of this Agreement, Borrower shall execute and deliver to Lender schedules of Accounts and schedules of Eligible Accounts
in form and substance satisfactory to the Lender. Thereafter supplemental schedules shall be delivered according to the following
schedule:


 


Representations and Warranties Concerning Accounts. With
respect to the Accounts, Borrower represents and warrants to Lender: (1) Each Account represented by Borrower to be an Eligible
Account for purposes of this Agreement conforms to the requirements of the definition of an Eligible Account; (2) All Account information
listed on schedules delivered to Lender will be true and correct, subject to immaterial variance; and (3) Lender, its assigns,
or agents shall have the right at any time and at Borrower's expense to inspect, examine, and audit Borrower's records and to confirm
with Account Debtors the accuracy of such Accounts.


 


CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation
to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction
of all of the conditions set forth in this Agreement and in the Related Documents.


 


Loan Documents. Borrower shall provide to Lender the
following documents for the Loan: (1) the Note; (2) together with all such Related Documents as Lender may require for the Loan;
all in form and substance satisfactory to Lender and Lender's counsel.


 


Borrower's Authorization. Borrower shall have provided
in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this
Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations,
documents and instruments as Lender or its counsel, may require.


 


Fees and Expenses Under This Agreement. Borrower shall
have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable.


 


Representations and Warranties. The representations and
warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under
this Agreement are true and correct.


 


No Event of Default. There shall not exist at the time
of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document.


 


MULTIPLE BORROWERS. This Agreement has been
executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as
"Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement,
including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands
and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured
loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter,
compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any
indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive,
subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D)
release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties,
endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application
of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of
any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security
agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in
all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act
or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any
of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.


 


REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any
renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization. WidePoint Corporation is a corporation
for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the
laws of the State of Delaware. WidePoint Corporation is duly authorized to transact business in the Commonwealth of Virginia and
all other states in which WidePoint Corporation is doing business, having obtained all necessary filings, governmental licenses
and approvals for each state in which WidePoint Corporation is doing business. Specifically, WidePoint Corporation is, and at all
times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material
adverse effect on its business or financial condition. WidePoint Corporation has the full power and authority to own its properties
and to


 






     


     


    

 


*00000000100402750100700427201603*


 





	Loan No: 1004027501  	(Continued)	Page 3


 





 


transact the business in which it is presently engaged or
presently proposes to engage. WidePoint Corporation maintains an office at 7926 Jones Branch Drive, Suite 520, McLean, VA
22102-3371. Unless WidePoint Corporation has designated otherwise in writing, the principal office is the office at which
WidePoint Corporation keeps its books and records including its records concerning the Collateral. WidePoint Corporation will
notify Lender prior to any change in the location of WidePoint Corporation's state of organization or any change in WidePoint
Corporation's name. WidePoint Corporation shall do all things necessary to preserve and to keep in full force and effect its
existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of
any governmental or quasi-governmental authority or court applicable to WidePoint Corporation and WidePoint Corporation's
business activities.


 


WidePoint Solutions Corp. is a corporation for profit which
is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State
of Delaware. WidePoint Solutions Corp. is duly authorized to transact business in the Commonwealth of Virginia and all other states
in which WidePoint Solutions Corp. is doing business, having obtained all necessary filings, governmental licenses and approvals
for each state in which WidePoint Solutions Corp. is doing business. Specifically, WidePoint Solutions Corp. is, and at all times
shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse
effect on its business or financial condition. WidePoint Solutions Corp. has the full power and authority to own its properties
and to transact the business in which it is presently engaged or presently proposes to engage. WidePoint Solutions Corp. maintains
an office at 7926 Jones Branch Drive, Suite 520, McLean, VA 22102-3371. Unless WidePoint Solutions Corp. has designated otherwise
in writing, the principal office is the office at which WidePoint Solutions Corp. keeps its books and records including its records
concerning the Collateral. WidePoint Solutions Corp. will notify Lender prior to any change in the location of WidePoint Solutions
Corp.'s state of organization or any change in WidePoint Solutions Corp.'s name. WidePoint Solutions Corp. shall do all things
necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations,
rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to WidePoint
Solutions Corp. and WidePoint Solutions Corp.'s business activities.


 


WidePoint IL, Inc. is a corporation for profit which is, and
at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Illinois.
WidePoint IL, Inc. is duly authorized to transact business in the Commonwealth of Virginia and all other states in which WidePoint
IL, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which
WidePoint IL, Inc. is doing business. Specifically, WidePoint IL, Inc. is, and at all times shall be, duly qualified as a foreign
corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial
condition. WidePoint IL, Inc. has the full power and authority to own its properties and to transact the business in which it is
presently engaged or presently proposes to engage. WidePoint IL, Inc. maintains an office at 7926 Jones Branch Drive, Suite 520,
McLean, VA 22102-3371. Unless WidePoint IL, Inc. has designated otherwise in writing, the principal office is the office at which
WidePoint IL, Inc. keeps its books and records including its records concerning the Collateral. WidePoint IL, Inc. will notify
Lender prior to any change in the location of WidePoint IL, Inc.'s state of organization or any change in WidePoint IL, Inc.'s
name. WidePoint IL, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and
privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental
authority or court applicable to WidePoint IL, Inc. and WidePoint IL, Inc.'s business activities.


 


WP NBIL, Inc. is a corporation for profit which is, and at all
times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Illinois.
WP NBIL, Inc. is duly authorized to transact business in the Commonwealth of Virginia and all other states in which WP NBIL, Inc.
is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which WP NBIL,
Inc. is doing business. Specifically, WP NBIL, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all
states in which the failure to so qualify would have a material adverse effect on its business or financial condition. WP NBIL,
Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently
proposes to engage. WP NBIL, Inc. maintains an office at 7926 Jones Branch Drive, Suite 520, McLean, VA 22102-3371. Unless WP NBIL,
Inc. has designated otherwise in writing, the principal office is the office at which WP NBIL, Inc. keeps its books and records
including its records concerning the Collateral. WP NBIL, Inc. will notify Lender prior to any change in the location of WP NBIL,
Inc.'s state of organization or any change in WP NBIL, Inc.'s name. WP NBIL, Inc. shall do all things necessary to preserve and
to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to WP NBIL, Inc. and WP NBIL,
Inc.'s business activities.


 


WidePoint Ohio Real Estate Corp. is a corporation for profit
which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of
the State of Ohio. WidePoint Ohio Real Estate Corp. is duly authorized to transact business in the Commonwealth of Virginia and
all other states in which WidePoint Ohio Real Estate Corp. is doing business, having obtained all necessary filings, governmental
licenses and approvals for each state in which WidePoint Ohio Real Estate Corp. is doing business. Specifically, WidePoint Ohio
Real Estate Corp. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to
so qualify would have a material adverse effect on its business or financial condition. WidePoint Ohio Real Estate Corp. has the
full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes
to engage. WidePoint Ohio Real Estate Corp. maintains an office at 7926 Jones Branch Drive, Suite 520, McLean, VA 22102-3371. Unless
WidePoint Ohio Real Estate Corp. has designated otherwise in writing, the principal office is the office at which WidePoint Ohio
Real Estate Corp. keeps its books and records including its records concerning the Collateral. WidePoint Ohio Real Estate Corp.
will notify Lender prior to any change in the location of WidePoint Ohio Real Estate Corp.'s state of organization or any change
in WidePoint Ohio Real Estate Corp.'s name. WidePoint Ohio Real Estate Corp. shall do all things necessary to preserve and to keep
in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes,
orders and decrees of any governmental or quasi-governmental authority or court applicable to WidePoint Ohio Real Estate Corp.
and WidePoint Ohio Real Estate Corp.'s business activities.


 


WidePoint Cybersecurity Solutions Corporation is a corporation
for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the
laws of the Commonwealth of Virginia. WidePoint Cybersecurity Solutions Corporation is duly authorized to transact business in
all other states in which WidePoint Cybersecurity Solutions Corporation is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which WidePoint Cybersecurity Solutions Corporation is doing business. Specifically,
WidePoint Cybersecurity Solutions Corporation is, and at all times shall be, duly qualified as a foreign corporation in all states
in which the failure to so qualify would have a material adverse effect on its business or financial condition. WidePoint Cybersecurity
Solutions Corporation has the full power and authority to own its properties and to transact the business in which it is presently
engaged or presently proposes to engage. WidePoint Cybersecurity Solutions Corporation maintains an office at 7926 Jones


 






     


     


    

 


*00000000100402750100700427201604*


 


	Loan No: 1004027501  	(Continued)	Page 4


 


Branch Drive, Suite 520, McLean, VA 22102-3371. Unless WidePoint
Cybersecurity Solutions Corporation has designated otherwise in writing, the principal office is the office at which WidePoint
Cybersecurity Solutions Corporation keeps its books and records including its records concerning the Collateral. WidePoint Cybersecurity
Solutions Corporation will notify Lender prior to any change in the location of WidePoint Cybersecurity Solutions Corporation's
state of organization or any change in WidePoint Cybersecurity Solutions Corporation's name. WidePoint Cybersecurity Solutions
Corporation shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges,
and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental
authority or court applicable to WidePoint Cybersecurity Solutions Corporation and WidePoint Cybersecurity Solutions Corporation's
business activities.


 


WidePoint Integrated Solutions Corp. is a corporation for profit
which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of
the Commonwealth of Virginia. WidePoint Integrated Solutions Corp. is duly authorized to transact business in all other states
in which WidePoint Integrated Solutions Corp. is doing business, having obtained all necessary filings, governmental licenses and
approvals for each state in which WidePoint Integrated Solutions Corp. is doing business. Specifically, WidePoint Integrated Solutions
Corp. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would
have a material adverse effect on its business or financial condition. WidePoint Integrated Solutions Corp. has the full power
and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage.
WidePoint Integrated Solutions Corp. maintains an office at 7926 Jones Branch Drive, Suite 520, McLean, VA 22102-3371. Unless WidePoint
Integrated Solutions Corp. has designated otherwise in writing, the principal office is the office at which WidePoint Integrated
Solutions Corp. keeps its books and records including its records concerning the Collateral. WidePoint Integrated Solutions Corp.
will notify Lender prior to any change in the location of WidePoint Integrated Solutions Corp.'s state of organization or any change
in WidePoint Integrated Solutions Corp.'s name. WidePoint Integrated Solutions Corp. shall do all things necessary to preserve
and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to WidePoint Integrated Solutions
Corp. and WidePoint Integrated Solutions Corp.'s business activities.


 


Advanced Response Concepts Corporation is a corporation for
profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws
of the State of Delaware. Advanced Response Concepts Corporation is duly authorized to transact business in the Commonwealth of
Virginia and all other states in which Advanced Response Concepts Corporation is doing business, having obtained all necessary
filings, governmental licenses and approvals for each state in which Advanced Response Concepts Corporation is doing business.
Specifically, Advanced Response Concepts Corporation is, and at all times shall be, duly qualified as a foreign corporation in
all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Advanced
Response Concepts Corporation has the full power and authority to own its properties and to transact the business in which it is
presently engaged or presently proposes to engage. Advanced Response Concepts Corporation maintains an office at 7926 Jones Branch
Drive, Suite 520, McLean, VA 22102-3371. Unless Advanced Response Concepts Corporation has designated otherwise in writing, the
principal office is the office at which Advanced Response Concepts Corporation keeps its books and records including its records
concerning the Collateral. Advanced Response Concepts Corporation will notify Lender prior to any change in the location of Advanced
Response Concepts Corporation's state of organization or any change in Advanced Response Concepts Corporation's name. Advanced
Response Concepts Corporation shall do all things necessary to preserve and to keep in full force and effect its existence, rights
and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental
authority or court applicable to Advanced Response Concepts Corporation and Advanced Response Concepts Corporation's business activities.


 


Protexx Technology Corporation is a corporation for profit which
is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State
of Delaware. Protexx Technology Corporation is duly authorized to transact business in the Commonwealth of Virginia and all other
states in which Protexx Technology Corporation is doing business, having obtained all necessary filings, governmental licenses
and approvals for each state in which Protexx Technology Corporation is doing business. Specifically, Protexx Technology Corporation
is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have
a material adverse effect on its business or financial condition. Protexx Technology Corporation has the full power and authority
to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Protexx Technology
Corporation maintains an office at 7926 Jones Branch Drive, Suite 520, McLean, VA 22102-3371. Unless Protexx Technology Corporation
has designated otherwise in writing, the principal office is the office at which Protexx Technology Corporation keeps its books
and records including its records concerning the Collateral. Protexx Technology Corporation will notify Lender prior to any change
in the location of Protexx Technology Corporation's state of organization or any change in Protexx Technology Corporation's name.
Protexx Technology Corporation shall do all things necessary to preserve and to keep in full force and effect its existence, rights
and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental
authority or court applicable to Protexx Technology Corporation and Protexx Technology Corporation's business activities.


 


WidePoint Global Solutions, Inc. is a corporation for profit
which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of
the State of Delaware. WidePoint Global Solutions, Inc. is duly authorized to transact business in the Commonwealth of Virginia
and all other states in which WidePoint Global Solutions, Inc. is doing business, having obtained all necessary filings, governmental
licenses and approvals for each state in which WidePoint Global Solutions, Inc. is doing business. Specifically, WidePoint Global
Solutions, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial condition. WidePoint Global Solutions, Inc. has the full
power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to
engage. WidePoint Global Solutions, Inc. maintains an office at 7926 Jones Branch Drive, Suite 520, McLean, VA 22102-3371. Unless
WidePoint Global Solutions, Inc. has designated otherwise in writing, the principal office is the office at which WidePoint Global
Solutions, Inc. keeps its books and records including its records concerning the Collateral. WidePoint Global Solutions, Inc. will
notify Lender prior to any change in the location of WidePoint Global Solutions, Inc.'s state of organization or any change in
WidePoint Global Solutions, Inc.'s name. WidePoint Global Solutions, Inc. shall do all things necessary to preserve and to keep
in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes,
orders and decrees of any governmental or quasi-governmental authority or court applicable to WidePoint Global Solutions, Inc.
and WidePoint Global Solutions, Inc.'s business activities.


 


Soft-Ex Communications Limited is a corporation for profit which
is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State
of Delaware. Soft-Ex Communications Limited is duly authorized to transact business







 


 



     


     


    





 


*00000000100402750100700427201605*


 


	Loan No: 1004027501  	(Continued)	Page 5








 


 


in the Commonwealth of Virginia and all other states in
which Soft-Ex Communications Limited is doing business, having obtained all necessary filings, governmental licenses and
approvals for each state in which Soft-Ex Communications Limited is doing business. Specifically, Soft-Ex Communications
Limited is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial condition. Soft-Ex Communications Limited has the
full power and authority to own its properties and to transact the business in which it is presently engaged or presently
proposes to engage. Soft-Ex Communications Limited maintains an office at 7926 Jones Branch Drive, Suite 520, McLean, VA
22102-3371. Unless Soft-Ex Communications Limited has designated otherwise in writing, the principal office is the office at
which Soft-Ex Communications Limited keeps its books and records including its records concerning the Collateral. Soft-Ex
Communications Limited will notify Lender prior to any change in the location of Soft-Ex Communications Limited's state of
organization or any change in Soft-Ex Communications Limited's name. Soft-Ex Communications Limited shall do all things
necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all
regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court
applicable to Soft-Ex Communications Limited and Soft-Ex Communications Limited's business activities.


 


Assumed Business Names.
Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower.
Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business:
None. 


 


Authorization. Borrower's execution, delivery, and performance
of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict
with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of incorporation or
organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation,
court decree, or order applicable to Borrower or to Borrower's properties.


 


Financial Information. Each of Borrower's financial statements
supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has
been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement
supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.


 


Legal Effect. This Agreement constitutes, and any instrument
or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations
of Borrower enforceable against Borrower in accordance with their respective terms.


 


Properties. Except as contemplated by this Agreement
or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for
property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free
and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties.
All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under
any other name for at least the last five (5) years.


 


Hazardous Substances. Except as disclosed to and acknowledged
by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral, there
has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance
by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there
has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal,
release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants
of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters.
(3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture,
store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity
shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without
limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections
and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections
or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any
responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained
herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower
hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable
for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all
claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting
from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release
or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including
the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction
of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure
or otherwise.


 


Litigation and Claims. No litigation, claim, investigation,
administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no
other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation,
claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.


 


Taxes. To the best of Borrower's knowledge, all of Borrower's
tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental
charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course
of business and for which adequate reserves have been provided.


 


Lien Priority. Unless otherwise previously disclosed
to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of
any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note,
that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral.


 


Binding Effect. This Agreement, the Note, all Security
Agreements (if any), and all Related Documents are binding upon the signers




 






     


     


    




 


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	Loan No: 1004027501  	(Continued)	Page 6


 


 


thereof, as well as upon their successors, representatives
and assigns, and are legally enforceable in accordance with their respective terms.


 


AFFIRMATIVE COVENANTS. Borrower covenants and agrees
with Lender that, so long as this Agreement remains in effect, Borrower will:


 


Notices of Claims and Litigation. Promptly inform Lender
in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation,
claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially
affect the financial condition of Borrower or the financial condition of any Guarantor.


 


Financial Records. Maintain its books and records in
accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all
reasonable times.


 


Financial Statements. Furnish Lender with the following:


 


Annual Statements. As soon as available, but in no event
later than one-hundred-twenty (120) days after the end of each fiscal year, Borrower's balance sheet and income statement for the
year ended, audited by a certified public accountant satisfactory to Lender.


 


Interim Statements. As soon as available, but in no event
later than 45 days after the end of each fiscal quarter, Borrower's balance sheet and profit and loss statement for the period
ended, prepared by Borrower.


 


Tax Returns. As soon as available, but in no event later
than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended, Borrower's Federal and
other governmental tax returns, prepared by a certified public accountant satisfactory to Lender.


 


Additional Requirements. 


 


Borrower shall deliver to Lender, within twenty (20) days
after the end of each month, a Borrowing Base Certificate together with an aging of Accounts Receivable. 


 


All financial reports required to be provided under this Agreement
shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct.


 


Additional Information. Furnish such additional information
and statements, as Lender may request from time to time.


 


Additional Requirements. 


 


Minimum After-Tax Net Income. During this Agreement's
term, Borrower will realize net income after taxes and distributions of at least $1.00 for the period July 1, 2016 to September
30, 2016 (third quarter) and at least $200,000 for the period October 1, 2016 to December 31, 2016 (fourth quarter) under consistently
applied generally accepted accounting principles. For this determination, after-tax net income excludes any extraordinary gains
or losses and any gains or losses from the sale or other disposition of assets outside the ordinary course of business.


 


Minimum Tangible Net Worth. Borrower will maintain a
Tangible Net Worth of at least $6,250,000 as of June 30, 2016, increasing to $6,500,000 at December 31, 2016. Tangible Net
Worth is defined as net worth minus goodwill, contract rights, intangibles, and all amounts due from stockholders, insiders and
affiliated entities. Tested quarterly.


 


Current Ratio. During this Agreement's term, Borrower
must maintain a Current Ratio of 1.1:1, tested quarterly. Current Ratio shall be defined as Current Assets minus shareholder
advances divided by Current Liabilities.


 


All future acquisitions by the Borrower shall require the
Bank's prior consent. 


 


The balance outstanding under term loan # 4504027502 (currently
$659,773.80) shall be blocked at all times under the Line of Credit borrowing base. 


 


A field audit shall be conducted within 60 days of the date
of this agreement.


 


A loan fee of $6,000.00 shall be due at closing. 


 


Insurance. Maintain fire and other risk insurance, public
liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form,
amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender
from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages
will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy also
shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or
default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a
security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may
require.


 


Insurance Reports. Furnish to Lender, upon request of
Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without
limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties
insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining
those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually),
Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement
cost of any Collateral. The cost of such appraisal shall be paid by Borrower.


 


Other Agreements. Comply with all terms and conditions
of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately
in writing of any default in connection with any other such agreements.


 


Loan Proceeds. Use all Loan proceeds solely
for Borrower's business operations, unless specifically consented to the contrary by Lender in writing.


 


Taxes, Charges and Liens. Pay and discharge when due
all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and
liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties
would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income,
or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge,







  






     


     


    

 


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	Loan No: 1004027501  	(Continued)	Page 7


 


 





 


levy, lien or claim so long as (1) the legality of the same
shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate
reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.


 


Performance. Perform and comply, in a timely manner,
with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments
and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with
any agreement.


 


Operations. Maintain executive and management personnel
with substantially the same qualifications and experience as the present executive and management personnel; provide written notice
to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner.


 


Environmental Studies. Promptly conduct and complete,
at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental
authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under
applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned,
leased or used by Borrower.


 


Compliance with Governmental Requirements. Comply with
all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of
Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation,
the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and
so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to
post adequate security or a surety bond, satisfactory to Lender, to protect Lender's interest.


 


Inspection. Permit employees or agents of Lender at any
reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit
Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower
now or at any time hereafter maintains any records (including without limitation computer generated records and computer software
programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify
such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records
it may request, all at Borrower's expense.


 


Environmental Compliance and Reports. Borrower shall
comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional
action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental
activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the
conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly
and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter
or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission
on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other
natural resources.


 


Additional Assurances. Make, execute and deliver to Lender
such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents
and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security
Interests.


 


LENDER'S EXPENDITURES. If any action or proceeding is
commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision
of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall
not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes,
liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for
insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then
bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower.
All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to
the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the
term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will
be due and payable at the Note's maturity.


 


NEGATIVE COVENANTS. Borrower covenants and agrees with
Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender:


 


Indebtedness and Liens. (1) Except for trade debt incurred
in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness
for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in,
or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower's accounts,
except to Lender.


 


Continuity of Operations. (1) Engage in any business
activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer,
acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course
of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding
the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends,
if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower
may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay
income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely
from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase
or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.


 


Loans, Acquisitions and Guaranties. (1) Loan, invest
in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other
enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.


 


Agreements. Enter into any agreement containing any provisions
which would be violated or breached by the performance of Borrower's




 






     


     


    

 





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	Loan No: 1004027501  	(Continued)	Page 8





 


 


obligations under this Agreement or in connection herewith.


 


CESSATION OF ADVANCES. If Lender has made any commitment
to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make
Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor
dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt;
(C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in
the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke
such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though
no Event of Default shall have occurred.


 


RIGHT OF SETOFF. To the extent permitted by applicable
law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account).
This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,
this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts.


 


DEFAULT. Each of the following shall constitute an Event
of Default under this Agreement:


 


Payment Default. Borrower fails to make any payment when due under the Loan.


 


Other Defaults. Borrower fails to comply with or to perform
any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with
or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.


 


Default in Favor of Third Parties. Borrower or any Grantor
defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor
of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's or any Grantor's
ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents.


 


False Statements. Any warranty, representation or statement
made or fumished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading
in any material respect, either now or at the time made or fumished or becomes false or misleading at any time thereafter.


 


Insolvency. The dissolution or termination of Borrower's
existence as a going business, or a trustee or receiver is appointed for Borrower or for all or a substantial portion of the assets
of Borrower, or Borrower makes a general assignment for the benefit of Borrower's creditors, or Borrower files for bankruptcy,
or an involuntary bankruptcy petition is filed against Borrower and such involuntary petition remains undismissed for sixty (60)
days.


 


Defective Collateralization. This Agreement
or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create
a valid and perfected security interest or lien) at any time and for any reason.


 


Creditor or Forfeiture Proceedings. Commencement
of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any
creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any
of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there
is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion,
as being an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor. Any of the preceding
events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes
or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Change in Ownership. Any change in ownership of twenty-five
percent (25%) or more of the common stock of Borrower.


 


Adverse Change. A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.


 


Insecurity. Lender in good faith believes itself insecure.


 


EFFECT OF AN EVENT OF DEFAULT. If any Event of
Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and
obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all sums owing in
connection with the Loans, including all principal, interest, and all other fees, costs and charges, if any, will
become immediately due and payable, all without notice of any kind to Borrower, except that in the case of an Event of
Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not
optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law,
in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be
cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any
Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies.


 


MISCELLANEOUS PROVISIONS. The following miscellaneous
provisions are a part of this Agreement:


 


Amendments. This Agreement, together with any Related
Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No
alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought
to be charged or bound by the alteration or amendment.


 


Aftorneys' Fees; Expenses. Borrower agrees that if
Lender hires an attorney to help enforce this Agreement, Borrower will pay, subject to any limits under applicable law, Lender's
attorneys' fees and all of Lender's other collection expenses, whether or not there is a lawsuit and including without limitation
additional legal expenses for bankruptcy proceedings.







 






     


     


    

 


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	Loan No: 1004027501  	(Continued)	Page 9


  


 


Caption Headings. Caption headings in this Agreement
are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.


 


Consent to Loan Participation. Borrower agrees and consents
to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers,
whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or
potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan,
and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any
and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower
also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests
in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation
interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against
any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's
obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further
agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have against Lender.


 


Governing Law. This Agreement will be governed by federal
law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Virginia without regard
to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Virginia. 


 


Choice of Venue. If there is a lawsuit, Borrower agrees
upon Lender's request to submit to the jurisdiction of the applicable courts for Fairfax County, Commonwealth of Virginia.


 


Joint and Several Liability. All obligations of Borrower
under this Agreement shall be joint and several, and all references to Borrower shall mean each and every Borrower. This means
that each Borrower signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is
a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers
of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any
obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement.


 


No Waiver by Lender. Lender shall not be deemed to have
waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the
part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision
of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that
provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower,
or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's
obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such
consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required
and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


Notices. Any notice required to be given under this Agreement
shall be given in writing, and shall be effective when actually delivered, if hand delivered, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed,
when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal
written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes,
Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law,
if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.


 


Severability. If a court of competent jurisdiction finds
any provision of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not
make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending
provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so
modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision
of this Agreement.


 


Subsidiaries and Affiliates of Borrower. To the extent
the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty
or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates.
Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan
or other financial accommodation to any of Borrower's subsidiaries or affiliates.


 


Successors and Assigns. All covenants and agreements
by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and
shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's
rights under this Agreement or any interest therein, without the prior written consent of Lender.


 


Survival of Representations and Warranties. Borrower
understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made
by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or
the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties
and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing
in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and
effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner
provided above, whichever is the last to occur.


 


Time is of the Essence. Time is of the essence in the
performance of this Agreement.


 


Waive Jury. All parties to this Agreement hereby waive the
right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. 


 


DEFINITIONS. The following capitalized words and terms
shall have the following meanings when used in this Agreement. Unless specifically







 


 



     


     


    






 


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	Loan No: 1004027501  	(Continued)	Page 10


 


 


stated to the contrary, all references to dollar amounts shall
mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and
the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall
have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in
this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect
on the date of this Agreement:


 


Account. The word "Account" means a trade account,
account receivable, other receivable, or other right to payment for goods sold or services rendered owing to Borrower (or to a
third party grantor acceptable to Lender).


 


Account Debtor. The words "Account Debtor"
mean the person or entity obligated upon an Account.


 


Advance. The word "Advance" means a disbursement
of Loan funds made, or to be made, to Borrower or on Borrower's behalf under the terms and conditions of this Agreement.


 


Agreement. The word "Agreement" means this
Business Loan Agreement (Asset Based), as this Business Loan Agreement (Asset Based) may be amended or modified from time to time,
together with all exhibits and schedules attached to this Business Loan Agreement (Asset Based) from time to time.


 


Borrower. The word "Borrower" means WidePoint
Corporation; WidePoint Solutions Corp.; WidePoint IL, Inc.; WP NBIL, Inc.; WidePoint Ohio Real Estate Corp.; WidePoint Cybersecurity
Solutions Corporation; WidePoint Integrated Solutions Corp.; Advanced Response Concepts Corporation; Protexx Technology Corporation;
WidePoint Global Solutions, Inc.; and Soft-Ex Communications Limited and includes all co-signers and co-makers signing the Note
and all their successors and assigns.


 


Borrowing Base. The words "Borrowing Base"
mean as determined by Lender from time to time, the lesser of (1) $6,000,000.00 or (2) 75.000% of the aggregate amount
of Eligible Accounts Receivable related to payments due under all other contracts (Commercial Accounts Receivable) and 75.000%
of those Eligible Accounts Receivable related to payments due under contracts with the United States Government for which the
Borrower is the primary contractor less the balance outstanding under the term loan #4504027502.


 


Business Day. The words "Business Day" mean
a day on which commercial banks are open in the Commonwealth of Virginia.


 


Collateral. The word "Collateral" means all
property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly,
whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed
of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment
trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security
device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. The word Collateral
also includes without limitation all collateral described in the Collateral section of this Agreement.


 


Eligible Accounts. The words "Eligible Accounts"
mean at any time, all of Borrower's Accounts which contain selling terms and conditions acceptable to Lender. The net amount of
any Eligible Account against which Borrower may borrow shall exclude all returns, discounts, credits, and offsets of any nature.
Unless otherwise agreed to by Lender in writing, Eligible Accounts do not include:


 


(1) Accounts with respect to which the Account Debtor is employee
or agent of Borrower.


 


(2) Accounts with respect to which the Account Debtor
is a subsidiary of, or affiliated with Borrower or its shareholders, officers, or directors.


 


(3) Accounts with respect to which goods are placed on consignment,
guaranteed sale, or other terms by reason of which the payment by the Account Debtor may be conditional.


 


(4) Accounts with respect to which Borrower is or may become
liable to the Account Debtor for goods sold or services rendered by the Account Debtor to Borrower.


 


(5) Accounts which are subject to dispute, counterclaim, or
setoff.


 


(6) Accounts with respect to which the goods have not been shipped
or delivered, or the services have not been rendered, to the Account Debtor.


 


(7) Accounts with respect to which Lender, in its sole discretion,
deems the creditworthiness or financial condition of the Account Debtor to be unsatisfactory.


 


(8) Accounts of any Account Debtor who has filed or has had
filed against it a petition in bankruptcy or an application for relief under any provision of any state or federal bankruptcy,
insolvency, or debtor-in-relief acts; or who has had appointed a trustee, custodian, or receiver for the assets of such Account
Debtor; or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts
(including its payrolls) as such debts become due.


 


(9) Accounts which have not been paid in full within 90
days from the invoice date.


 


Environmental Laws. The words "Environmental Laws"
mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the
environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant
thereto.


 


Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement
in the default section of this Agreement.


 


Expiration Date. The words "Expiration Date"
mean the date of termination of Lender's commitment to lend under this Agreement. GAAP. The word "GAAP" means
generally accepted accounting principles.


 


Grantor. The word "Grantor" means each and
all of the persons or entities granting a Security Interest in any Collateral for the Loan, and their personal representatives,
successors and assigns.


 






     


     


    
 


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	Loan No: 1004027501  	(Continued)	Page 11


 





 


Guarantor. The word "Guarantor" means any guarantor,
surety, or accommodation party of any or all of the Loan.


 


Guaranty. The word "Guaranty" means the guaranty
from Guarantor to Lender, including without limitation a guaranty of all or part of the Note.


 


Hazardous Substances. The words "Hazardous Substances"
mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or
pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated,
manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense
and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the
Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products
or any fraction thereof and asbestos.


 


Indebtedness. The word "Indebtedness" means
the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness
and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.


 


Lender. The word "Lender" means Cardinal Bank,
its successors and assigns.


 


Loan. The word "Loan" means any and all loans
and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without
limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement
from time to time.


 


Note. The word "Note" means The Word "Note"
means the Note dated December 30, 2011 and executed by WidePoint Corporation; WidePoint Solutions Corp.; WidePoint IL, Inc.; WP
NBIL, Inc.; WidePoint Ohio Real Estate Corp.; WidePoint Cybersecurity Solutions Corporation; WidePoint Integrated Solutions Corp.;
Advanced Response Concepts Corporation; Protexx Technology Corporation; WidePoint Global Solutions, Inc.; and Soft-Ex Communications
Limited in the original principal amount of $8,000,000 as modified by that Change in Terms Agreement dated April 27, 2016 reducing
the principal amount to $6,000,000 among other things, together with all modifications of and renewals, replacements, and substitutions
for the note or credit agreement.


 


Permitted Liens. The words "Permitted Liens"
mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar
charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or
other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase
money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of
business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this
Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement,
have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate
constitute an immaterial and insignificant monetary amount with respect to the net value of Borrowers assets.


 


Primary Credit Facility. The words "Primary Credit
Facility" mean the credit facility described in the Line of Credit section of this Agreement.


 


Related Documents. The words "Related Documents"
mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages,
deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter
existing, executed in connection with the Loan.


 


Security Agreement. The words "Security Agreement"
mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether
created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.


 


Security Interest. The words "Security Interest"
mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge,
encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factors lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment
intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise.







 






     


     


    


 


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	Loan No: 1004027501  	(Continued)	Page 12





 


 


BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
BUSINESS LOAN AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT (ASSET BASED) IS DATED APRIL
27, 2016. 


 


THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT
THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.


 






     


     


    



 


*00000000100402750100700427201613*

 





	Loan No: 1004027501  	(Continued)	Page 13


 





	BORROWER: 	 
	 	 	 
	 	 	 
	WIDEPOINT CORPORATION 	 
	 	 	 
	By:  	/s/ James T. McCubbin 	(Seal)  
	 	James T. McCubbin, Executive Vice President of  	 
	 	WidePoint Corporation  	 
	 	 	 
	WIDEPOINT SOLUTIONS CORP. 	 
	 	 	 
	By:  	/s/ James T. McCubbin	(Seal) 
	 	James T. McCubbin, Vice President of WidePoint  	 
	 	Solutions Corp.  	 
	 	 	 
	WIDEPOINT IL, INC. 	 
	 	 	 
	By:  	/s/ James T. McCubbin 	(Seal) 
	 	James T. McCubbin, Vice President of WidePoint IL,  	 
	 	Inc.  	 
	 	 	 
	WP NBIL, INC. 	 
	 	 	 
	By:  	/s/ James T. McCubbin	(Seal) 
	 	 	 
	 	James T. McCubbin, Vice President of WP NBIL,  	 
	 	Inc.  	 
	 	 	 
	WIDEPOINT OHIO REAL ESTATE CORP. 	 
	 	 	 
	By:  	/s/ James T. McCubbin 	(Seal)
	 	James T. McCubbin, Vice President of WidePoint  	 
	 	Ohio Real Estate Corp.  	 
	 	 	 
	WIDEPOINT CYBERSECURITY SOLUTIONS CORPORATION 	 
	 	 	 
	By:  	/s/ James T. McCubbin	(Seal)
	 	James T. McCubbin, Vice President of WidePoint  	 
	 	Cybersecurity Solutions Corporation  	 
	 	 	 
	WIDEPOINT INTEGRATED SOLUTIONS CORP. 	 
	 	 	 
	By:  	/s/ James T. McCubbin	(Seal) 
	 	James T. McCubbin, Vice President of WidePoint 	 
	 	Integrated Solutions Corp.  	 
	 	 	 
	ADVANCED RESPONSE CONCEPTS CORPORATION 	 
	 	 	 
	By:  	/s/ James T. McCubbin	(Seal) 
	 	James T. McCubbin, Vice President of Advanced  	 
	 	Response Concepts Corporation 	 









 


 


 






     


     


    


 


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	Loan No: 1004027501  	(Continued)	Page 14


 





	PROTEXX TECHNOLOGY CORPORATION 	 
	 	 	 
	By:  	/s/ James T. McCubbin	(Seal)  
	 	James T. McCubbin, Vice President of Protexx  	 
	 	Technology Corporation  	 
	 	 	 
	 	 	 
	WIDEPOINT GLOBAL SOLUTIONS, INC. 	 
	 	 
	By: 	/s/ James T. McCubbin	(Seal)
	 	James T. McCubbin, Vice President of WidePoint  	 
	 	Global Solutions, Inc.  	 
	 	 	 
	 	 	 
	SOFT-EX COMMUNICATIONS LIMITED 	 
	 	 
	By:  	/s/ James T. McCubbin	(Seal)
	 	James T. McCubbin, Director  of Soft-Ex  	 
	 	Communications Limited 	 
	 	 	 
	LENDER: 	 
	 	 
	 	 	 
	CARDINAL BANK 	 
	 	 
	 	 	 
	By:  	/s/ Sushi K. Clarence	(Seal)
	 	Sushi K. Clarence, Executive Vice President