Exhibit 10.1


 





APPOINTMENT AND STANDSTILL AGREEMENT


 


This Appointment and Standstill
Agreement (this “Agreement”), dated July 3, 2018, is by and among the persons listed on Schedule A
(collectively, the “Nokomis Group”, and individually a “Member” of the Nokomis
Group) and WidePoint Corporation (the “Company”).


 


WHEREAS, the Nokomis Group currently
beneficially owns 12,774,251 shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”),
which represents approximately 15.4% of the outstanding shares of Common Stock reported by the Company in its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2018.


 


WHEREAS, the Nominating and Corporate Governance
Committee (the “Nominating Committee”) of the Company’s Board of Directors (the “Board”),
and the Board, have determined not to re-nominate James Ritter and George Norwood to serve as members of the Board such that their
respective terms as members of the Board shall expire at the 2018 annual meeting of stockholders of the Company (the "2018
Annual Meeting") and there shall be two (2) vacancies on the Board unless new directors are appointed to the Board
prior to the 2018 Annual Meeting as provided in this Agreement.


 


WHEREAS, the Board desires to enter this
Agreement in order to provide for an appointment process for the two vacant Class III Board seats (the “Vacancies”)
created by the decision not to re-nominate James Ritter and George Norwood to serve as members of the Board.


 


NOW, THEREFORE, in consideration
of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.       Board
Appointment Process.


 


(a)       The
Company’s Board agrees, upon execution of this Agreement and subject to the terms set forth in this Agreement, to cause the
two Vacancies on the Board to be filled in the manner set forth below:


 


		(i)	The Nokomis Group shall be entitled to submit to the Board and Nominating Committee an individual
to serve as a Class III member of the Board, which individual shall be “independent” as defined in accordance with
the listing standards of the NYSE American and shall not have previously been a director of the Company and which individual shall
(a) meet the standards and criteria applied by the Company in nominating and appointing directors, (b) have relevant financial
and business experience, (c) be mutually satisfactory to the Nokomis Group and the Board, provided that the approval of
the Board shall not be unreasonably withheld or delayed and any determination by the Board that a recommended person does not meet
(a) or (b) must be reasonably substantiated by the Board, and (d) execute and deliver a joinder to this Agreement and agree to
be bound by the terms hereof applicable to the Nokomis Designee (as defined below); provided, further, that the appointment
of any director shall be subject to the Board’s exercise of its fiduciary duties and satisfactory completion of its customary
due diligence process (including its review of a questionnaire for directors and director nominees, a background check and interviews).
To the extent that any person recommended by the Nokomis Group pursuant to this Section is not approved by the Board consistent
with this provision, then the Nokomis Group shall have the right to recommend additional person(s) until one is approved by the
Board to serve as a Nokomis Designee (as defined below). Upon submission of one individual nominee satisfying the criteria set
forth herein, the Board shall appoint such nominee as a Class III director of the Company effective immediately (a “Nokomis
Designee”). The Company's Board shall further nominate the Nokomis Designee on the Company's slate of director nominees
for election at the 2018 Annual Meeting or 2019 annual meeting of stockholders of the Company (the "2019 Annual Meeting")
as a Class III director with a term expiring at the 2021 annual meeting of the Company’s stockholders, as practical depending
on the timing of the appointment and the filing of the Company’s proxy statement with respect to such meeting with the Securities
and Exchange Commission, and shall solicit stockholder support for the election of the Nokomis Designees in the same manner and
to the same degree as for all other Company nominees. In the event the Nokomis Designee shall be appointed to the Board prior to
the date of the 2018 Annual Meeting of Stockholders, the Board shall temporarily increase the size of the Board to accommodate
the appointment of the Nokomis Designee.



 






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		(ii)	The Board and the Nokomis Group shall, acting reasonably and in good faith, mutually agree on
one individual to serve as a Class III member of the Board, which individual shall be “independent” as defined in accordance
with the listing standards of the NYSE American and shall not have previously been a director of the Company and shall (a) meet
the standards and criteria applied by the Company in nominating and appointing directors and (b) have relevant financial and business
experience, (c) be mutually satisfactory to the Nokomis Group and the Board; provided, further, that the appointment
of any director shall be subject to the Board’s exercise of its fiduciary duties and satisfactory completion of its customary
due diligence process (including its review of a questionnaire for directors and director nominees, a background check and interviews).
Upon the mutual agreement of one individual nominee satisfying the criteria set forth herein, the Board shall appoint such nominee
as a Class III director of the Company effective immediately (the “Mutual Designee”). The Company's Board
shall further nominate the Mutual Designee on the Company's slate of director nominees for election at the 2018 or 2019 Annual
Meeting as a Class III director with a term expiring at the 2021 annual meeting of the Company’s stockholders, as practical
depending on the timing of the appointment and the filing of the Company’s proxy statement with respect to such meeting with
the Securities and Exchange Commission, and shall solicit stockholder support for the election of the Mutual Designee in the same
manner and to the same degree as for all other Company nominees. In the event the Mutual Designee shall be appointed to the Board
prior to the date of the 2018 Annual Meeting of Stockholders, the Board shall increase the size of the Board to accommodate the
appointment of the Mutual Designee. In the event that the parties are unable to mutually agree on a Mutual Designee prior to January
2, 2019, the Board shall temporarily appoint Wes Cummins or Brett Hendrickson to the Board until such time as the parties can mutually
agree on one suitable and capable individual other than Wes Cummins or Brett Hendrickson and the Nokomis Group agrees to cause
Wes Cummins or Brett Hendrickson, as applicable, to resign from the Board upon the selection of a mutually agreeable replacement.
In the event Wes Cummins or Brett Hendrickson, as applicable, is elected to the Board, he shall execute and deliver a joinder to
this Agreement and agree to be bound by the terms hereof applicable to a Nokomis Designee be considered a “Nokomis
Designee” under this Agreement. In the event the Mutual Designee shall be appointed to the Board prior to the date
of the 2018 Annual Meeting of Stockholders, the Board shall temporarily increase the size of the Board to accommodate the appointment
of the Mutual Designee.



 






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(b)       At
any time while serving as a member of the Board, the Nokomis Designee or Designees shall resign as a member of the Board immediately
at the written request of the Board if (i) the Nokomis Group does not own, in the aggregate, shares of Common Stock equal to at
least 7.5% of the outstanding shares of Common Stock (based on the number of shares of Common Stock most recently identified as
outstanding in (x) any of the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form
8-K or definitive proxy statement on Schedule 14A, in each case, as filed by the Company with the Securities and Exchange Commission
(“SEC”), or (y) a written notice by the Company to the Nokomis Group) or (ii) the Board (acting through
a resolution of a majority of its members) determines that any Member of the Nokomis Group has materially breached the terms of
this Agreement and has failed to cure such breach within 15 calendar days following written notice from the Company to such Member
describing such breach in reasonable detail.


 


(c)       During
the Covered Period (as defined in Section 5(a)), each Member of the Nokomis Group shall, and shall cause each “affiliate”
and “associate” (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of such Member of the Nokomis Group (collectively
and individually the “Nokomis Affiliates”) to, cause all shares of Common Stock beneficially owned, directly
or indirectly, by it to be present for quorum purposes and to be voted at any meeting of stockholders or at any adjournments or
postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director
nominated and recommended by the Board for election at any such meeting, (ii) against any stockholder nominations for director
that are not approved and recommended by the Board for election at any such meeting, (iii) against any proposals or resolutions
to remove any member of the Board and (iv) in accordance with the Board’s recommendation for each other proposal if a Nokomis
Designee has voted for, or abstained from voting on, such proposal recommendation in its capacity as a director; provided, however,
that to the extent that the recommendation of either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis
& Co., LLC (“Glass Lewis”) differs from the Board's recommendation with respect to any matter other than the election
of directors to the Board, the Nokomis Group shall have the right to vote in accordance with the recommendation of ISS or Glass
Lewis with respect to such matters.


 






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(d)       The
Nokomis Group and the Nokomis Designees agree to provide to the Company information required to be disclosed for directors, candidates
for directors and their affiliates and representatives in a proxy statement or other filings under applicable laws, regulations
or stock exchange rules or listing standards, information in connection with assessing the eligibility, independence and other
criteria applicable to directors and information on compliance with applicable laws or regulations, in each case, to the extent
such information is being requested of all directors of the Company, including a fully completed copy of the Company’s director
questionnaire in the form provided to all directors of the Company and such other information as reasonably requested by the Company
from time to time with respect to the Nokomis Group and the Nokomis Designees.


 


(e)       At
all times while serving as a director of the Company, the Nokomis Designees will receive the same benefits of directors’
and officers’ insurance and any indemnity and exculpation arrangements available generally to the other non-executive members
of the Board and the same compensation and other benefits for service as a director as the compensation and other benefits received
by the other non-executive members of the Board.


 


(f)       Except
as otherwise set forth in this Section 1(f), at all times while serving as a member of the Board, the Nokomis Designees shall comply
with all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board (as may be
amended from time to time for all directors). Upon the request of a Nokomis Designee, the Company shall make available to the Nokomis
Designees copies of all such policies, procedures, processes, codes, rules, standards and guidelines that are in writing and in
effect as of the date of such request. At all times while a Nokomis Designee is serving as a member of the Board, (i) the Nokomis
Designees shall not disclose to the Nokomis Group, any Nokomis Affiliate or any Third Party (as defined in Section 2(a)(ii)) any
confidential information of the Company and (ii) each Member of the Nokomis Group shall not, and shall cause the Nokomis Affiliates
not to, seek to obtain confidential information of the Company from the Nokomis Designees.


 


(h)       If
during the Covered Period, a Nokomis Designee is unable or ceases to serve on the Board due to a Nokomis Designee’s death,
disability or resignation (other than a resignation pursuant to Section 1(b)), then (x) the Nokomis Group shall have the right
to recommend a substitute person to fill the resulting vacancy, (y) the Board shall promptly appoint such replacement director
to the Board (any such replacement director appointed in accordance with this Section 1(h) shall thereafter be deemed a “Nokomis
Designee” under this Agreement); provided that such replacement shall not have previously been a director of the Company
and shall (i) meet the standards and criteria applied by the Company in nominating and appointing directors, (ii) have relevant
financial and business experience, (iii) be mutually satisfactory to the Nokomis Group and the Board, provided that the
approval of the Board shall not be unreasonably withheld or delayed and any determination by the Board that a recommended substitute
person does not meet (i) or (ii) must be reasonably substantiated by the Board, and (v) if not a party hereto, execute and deliver
a joinder to this Agreement and agree to be bound by the terms hereof applicable to the Nokomis Designee; provided, further,
that the appointment of any replacement director pursuant to this Section 1(h) shall be subject to the Board’s exercise of
its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire
for directors and director nominees, a background check and interviews). To the extent that any substitute person recommended by
the Nokomis Group pursuant to the this Section 1(h) is not approved by the Board consistent with this provision, then the Nokomis
Group shall have the right to recommend additional substitute person(s) until one is approved by the Board to serve as a Nokomis
Designee.


 






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(i)        During
the Covered Period, the Board will take all necessary steps to appoint the Nokomis Designees as members of the Corporate Governance
and Nominating Committee and the Compensation Committee of the Board. Other than as provided in the previous sentence, the Board
will determine the membership of the Board’s committees in accordance with its usual practices.


 


(j)        The
Board agrees to use commercially reasonable efforts cause the Company to hold the 2018 Annual Meeting on or prior to October 1,
2018 and to hold the 2019 Annual Meeting on or prior to June 30, 2019.


 


(k)       To
the extent that, during the Covered Period, the Board elects to de-stagger the Board such that all directors are elected annually
for one year terms, the Board shall nominate the Nokomis Designee and the Mutual Designee for election to the Board each year during
the Covered Period in the manner set forth in Section 1(a).


 


2.       Standstill.


 


(a)       During
the Covered Period (unless specifically otherwise requested in writing by the Company, acting through a resolution of a majority
of the Company’s directors), each Member of the Nokomis Group shall not, and shall cause each Nokomis Affiliate not to (except
as expressly set forth in this Agreement), directly or indirectly, in any manner, alone or in concert with others:


 


(i)       make,
engage in, or in any way participate in, directly or indirectly, any “solicitation” of “proxies”
(as such terms are defined in or used under the Exchange Act and Regulation 14A thereunder) or consents to vote, or seek to advise,
encourage or influence (including, for the avoidance of doubt, by encouraging or participating in any “withhold” or
similar campaign) any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable
into or exercisable for any such securities (collectively, “securities of the Company”) with respect
to the election or removal of directors or stockholder proposals, or become a “participant” (as such
term is defined in or used under the Exchange Act and Regulation 14A thereunder) in any contested solicitation for the election
of directors with respect to the Company (other than a solicitation or acting as a participant in support of all of the nominees
of the Board at any stockholder meeting) or make, be the proponent of or cause any person to initiate any stockholder proposal
pursuant to Rule 14a-8 under the Exchange Act, the Company’s Bylaws or otherwise;


 






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(ii)       form,
join, encourage, influence, advise or in any way participate in any group (within the meaning of Section 13(d)(3) under the Exchange
Act) with any person who is not identified on Schedule A as a Member of the Nokomis Group or a Nokomis Affiliate (any such
person, a “Third Party”) with respect to any securities of the Company or otherwise in any manner agree,
attempt, seek or propose to deposit any securities of the Company in any voting trust or similar arrangement, or subject any securities
of the Company to any arrangement or agreement with respect to the voting thereof;


 


(iii)       consciously
work in parallel, or otherwise participate in a joint activity or course of action, with any Third Party (other than the Company)
toward acquiring control or otherwise exercising a controlling influence over the management and policies of the Company, whether
or not pursuant to an express agreement;


 


(iv)       effect
or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to
effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition,
scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of assets, liquidation, dissolution
or other extraordinary transaction involving the Company or any of its subsidiaries or any of their respective securities (each,
an “Extraordinary Transaction”), provided, however, that this clause shall not preclude
the tender by the Nokomis Group or a Nokomis Affiliate of any securities of the Company into any tender or exchange offer, or vote
with respect to any Extraordinary Transaction in accordance with Section 1(c);


 


(v)       (A)
call, seek to call or request the call of any meeting of stockholders, including by written consent, (B) seek representation on,
or nominate any candidate to, the Board, except as specifically set forth in Section 1, (C) seek the removal of any member of the
Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders,
or (F) make a request for any stockholder list or other books and records of the Company, whether pursuant to applicable law, the
Company’s Bylaws or otherwise, except by any Nokomis Designee in his or her capacity as a director;


 


(vi)       except
in connection with the enforcement of this Agreement or passive participation as a class member in any class action (which, for
the avoidance of doubt, shall not include participation as a name or lead plaintiff) with respect to any event or circumstance
occurring prior to the date of this Agreement, initiate, encourage or participate in any litigation against the Company or any
of its subsidiaries or their respective directors or officers, or in any derivative litigation on behalf of the Company, except
for testimony in any legal proceeding that may be required by law;


 






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(vii)       take
any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the
Board or management of the Company, including any plans or proposals to change the number or term of directors, the removal of
any directors, or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs
and practices or dividend of the Company, (C) any other material change in the Company’s management, business or corporate
structure,


(D) seeking to have the Company waive or make amendments or
modifications to the Company’s Certificate of Incorporation or Bylaws, or other actions that may impede or facilitate the
acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to
cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become
eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;


 


(viii)       make
any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the
Company, any subsidiary of the Company, the Company’s officers or directors, policies or affairs, any securities of the Company,
the Company’s assets or this Agreement that is inconsistent with the provisions of this Agreement. For the avoidance of doubt,
nothing herein shall be deemed to limit in any way the ability of the Nokomis Group to make required filings with the SEC, including
amendments to its Schedule 13D.


 


(ix)       enter
into any negotiations, agreements or understandings with any Third Party with respect to any of the foregoing, or advise, assist,
knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing,
or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or


 


(x)       make
or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement other than in a nonpublic
and confidential manner and which nonpublic and confidential request could not reasonably be expected by the Company to require
public disclosure by any party hereto.


 


(b)       Nothing
in this Section 2 shall limit the Nokomis Designees, during the term of any service as a director of the Company, from taking actions
solely in the Nokomis Designees’ capacity as a director of the Company (including voting on any matter submitted for consideration
by the Board, participating in deliberations or discussions of the Board and making suggestions or raising issues to the Board;
provided that the Nokomis Designee does not breach any applicable fiduciary duty) and complying with applicable fiduciary
duties and requirements under applicable law for compliance therewith by the members of the Board including requirements with respect
to the disclosure or other treatment of conflicts of interest and similar circumstances, so long as such actions are consistent
with the Nokomis’s obligations and representations under the other Sections of this Agreement. Further, nothing in this Section
2 shall restrict the ability of members of the Nokomis Group from making private statements to members of the Board or senior members
of management of the Company in a manner that would not be likely to lead to public disclosure by any person of such statements.
Furthermore, notwithstanding the foregoing, but subject to Section 6 hereof, nothing in this Agreement shall prohibit or restrict
the members of the Nokomis Group from taking any action necessary to comply with any law, rule or regulation or any action required
by any governmental or regulatory authority or stock exchange that has jurisdiction over the members of the Nokomis Group or any
of their respective Affiliates or Associates.


 






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For purposes of this Agreement the terms “person”
or “persons” shall mean any individual, corporation (including any not-for-profit corporation), general
or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization
or other entity of any kind or nature.


 


3.       Representations
of the Company. The Company represents and warrants as follows: (a) the Company has the power and authority to execute, deliver
and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and (b) this Agreement
has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement
of the Company and is enforceable against the Company in accordance with its terms except as enforcement thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the
right of creditors and subject to general equity principles.


 


4.       Representations
of the Nokomis Group. Each Member of the Nokomis Group, jointly and severally, represents and warrants as follows: (a) each
Member of the Nokomis Group has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement
and to consummate the transactions contemplated hereby, (b) this Agreement has been duly and validly authorized, executed and delivered
by each Member of the Nokomis Group, constitutes a valid and binding obligation and agreement of each Member of the Nokomis Group
and is enforceable against each Member of the Nokomis Group in accordance with its terms except as enforcement thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the
right of creditors and subject to general equity principles, (c) the Nokomis Group, together with the Nokomis Affiliates, beneficially
owns, directly or indirectly, an aggregate of 12,774,251 shares of Common Stock and such shares of Common Stock constitute all
of the Common Stock beneficially owned by the Nokomis Group and the Nokomis Affiliates or in which the Nokomis Group or the Nokomis
Affiliates have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise, (d) none
of the Nokomis Group or any Nokomis Affiliate has formed, or has any present intent to form, a group (within the meaning of Section
13(d)(3) under the Exchange Act) with any Third Party in relation to the Company or securities of the Company and (e) none of the
Nokomis Group or any Nokomis Affiliate has consciously worked in parallel, or otherwise participated in a joint activity or course
of action, with any Third Party (other than the Company or any of its officers or directors) toward acquiring control or otherwise
exercising a controlling influence over the management and policies of the Company, whether or not pursuant to an express agreement.


 






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5.       Term.


 


(a)       This
Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the “Covered
Period”) commencing on the date hereof and ending on the date that is thirty (30) days prior to the deadline related
to nominations by shareholders of directors for election at the 2020 annual meeting of stockholders of the Company; provided
that if (i) the Company has materially breached the terms of this Agreement and has failed to cure such breach within 15 calendar
days following written notice from the Nokomis Group to the Company describing such breach in reasonable detail or (ii) any Member
of the Nokomis Group has materially breached the terms of this Agreement and has failed to cure such breach within 15 calendar
days following written notice from the Company to such Member of the Nokomis Group describing such breach in reasonable detail,
then the Nokomis Group (in the case of any breach by the Company) or the Company (in the case of any breach by any Member of the
Nokomis Group) may terminate this Agreement on written notice to the other parties hereto, and this Agreement shall terminate,
and the Covered Period shall end, on the date on which such notice is deemed to be given in accordance with Section 9.


 


(b)       The
provisions of Section 7 through Section 14 shall survive the termination of this Agreement. The termination pursuant to Section
5(a) shall not relieve any party hereto from liability for any breach of this Agreement prior to such termination.


 


6.       Public
Announcement and SEC Filing.


 


(a)       The
Company shall promptly file a Current Report on Form 8-K reporting entry into this Agreement in the form of Schedule B and
appending or incorporating by reference this Agreement as an exhibit thereto. The Nokomis Group shall promptly file an amendment
to its Schedule 13D/A with respect to the Company filed by the Nokomis Group with the SEC, reporting the entry into this Agreement,
amending applicable items to conform to its obligations hereunder.


 


(b)       The
Company and the Nokomis Group shall not, and shall cause their respective affiliates (including, for the avoidance of doubt, the
Nokomis Affiliates) and representatives not to, (i) prior to the issuance of the Form 8-K described above, issue any press release
or public announcement regarding this Agreement without the prior written consent of the other parties hereto, and (ii) during
the Covered Period, make any public statement, disclosure or announcement with respect to this Agreement or the actions contemplated
hereby that is inconsistent with the initial Form 8-K, except as required by applicable law or regulation, pursuant to the rules
or listing standards of any stock exchange or with the prior written consent of the other party.


 


(c)       Each
of the Company, the Members of the Nokomis Group, and the Nokomis Designee covenants and agrees that neither it nor any of its
respective subsidiaries, affiliates (including, for the avoidance of doubt, with respect to the Nokomis Group, the Nokomis Affiliates),
successors, assigns, officers, key employees or directors shall in any way disparage (or cause to be disparaged), attempt to discredit,
make derogatory statements with respect to, or otherwise call into disrepute, the other parties to this Agreement or such other
parties’ subsidiaries, affiliates, successors, assigns, officers (including any current, future or former officer of a party
or a party’s subsidiaries), directors (including any current, future or former director of a party or a party’s subsidiaries),
employees, agents, attorneys or representatives, or any of their practices, procedures, business operations, products or services,
in any manner. The restrictions in this Section 6(c) shall not (i) apply in any compelled testimony or production of information,
whether by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction
over the party from whom information is sought, in each case, to the extent required or (ii) prohibit any person from reporting
possible violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule
21F promulgated thereunder.


 






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7.       Specific
Performance; Forum; Choice of Law. The parties agree that irreparable damage would occur in the event any of the provisions
of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable
in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the state and federal courts located
in Fairfax County, Virginia (collectively, the “Courts”), in addition to any other remedies at law or
in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to the party seeking relief
on the grounds that any other remedy or relief is available at law or in equity. Each of the parties hereto agrees to waive any
bonding requirement under any applicable law, in the case any other party seeks to enforce the terms of this Agreement by way of
equitable relief. Furthermore, each of the parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction
of the Courts in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees
that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Courts, (c)
agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any
court other than the Courts, (d) waives the right to trial by jury, and (e) consents to service of process by the United States
Postal Service or a reputable overnight mail delivery service, in each case, signature requested, to the address set forth in Section
9 of this Agreement or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITH
RESPECT TO VALIDITY, INTERPRETATION, EFFECT AND ENFORCEMENT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW PRINCIPLES THEREOF THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.


 


8.       Entire
Agreement; Amendment. This Agreement contains the entire agreement and understanding of the parties with respect to the subject
matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both
written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement may be amended only
by an agreement in writing executed by the parties hereto, and no waiver of compliance with any provision or condition of this
Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by
the party against whom such waiver or consent is to be effective. No failure or delay by a party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege hereunder.


 






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9.       Notices.
All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in
regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by facsimile or email, when such
facsimile or email is transmitted to the facsimile number or email address, if any, set forth below and appropriate confirmation
is received or (b) if given by any other means, when actually received during normal business hours at the address specified in
this Section 9:


 





	 	If to the Company:	WidePoint Corporation






7926 Jones Branch Drive, Suite 520


McLean, Virginia 22102





	 	Facsimile:	(443) 782-0096
		Attention:	Chief Executive Officer
	 	 	 Chief Financial Officer



 


With a copy (which shall not constitute notice) to:


 


Foley and Lardner LLP


One Independent Drive, Suite 1300


Jacksonville, Florida 32202


		Facsimile:	(904) 359-8700
	 	Attention:	John J. Wolfel






 


If to a Member of the Nokomis Group or a Nokomis
Designee: 


Nokomis Capital, L.L.C.


2305 Cedar Springs Road, Suite 420


Dallas, TX 75201





	 	Facsimile:	(972) 590-4109
	 	Attention:	Wes Cummins







 


With a copy (which shall not constitute notice) to:


Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022





	 	Facsimile:	 (212) 593-5955
	 	Attention:	Aneliya
S. Crawford


 


10.       Expenses.
Each Party shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation
of this Agreement and the transactions contemplated hereby.


 


11.       Severability.
If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction
to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of
such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.


 






    	 	11	 



     


    

 


12.       Counterparts.
This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by
facsimile or email transmission), each of which shall be deemed to be an original and all of which together shall constitute a
single binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart.


 


13.       No
Third Party Beneficiaries; Assignment. This Agreement is solely for the benefit of the parties hereto and is not binding upon
or enforceable by any other persons. No party to this Agreement may assign its rights or delegate its obligations under this Agreement,
whether by operation of law or otherwise, and any assignment in contravention hereof shall be null and void. Nothing in this Agreement,
whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement
on any persons other than the parties hereto, nor is anything in this Agreement intended to relieve or discharge the obligation
or liability of any third persons to any party.


 


14.       Interpretation
and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement,
unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,
“herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same
meaning as the word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word
“or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural
forms of such terms. References herein to either gender include the other gender. Any agreement, instrument, law, rule, regulation
or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule, regulation
or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented
by counsel of its choice throughout all negotiations that have preceded the execution and delivery of this Agreement, and that
it has executed and delivered the same with the advice of such counsel. Each party cooperated and participated in the drafting
and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among
the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its
drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities
in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of
the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting
or preparation.


 


[Signature Page Follows]


 




    	 	12	 



     


    

 


IN WITNESS
WHEREOF, each of the parties hereto has executed this Appointment and Standstill Agreement or caused the same to be executed by
its duly authorized representative as of the date first above written.


 





	 	WIDEPOINT CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Its:	 	 
	 	 	 	 
	 	 	 
	 	NOKOMIS CAPITAL, L.L.C. 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Its:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	Brett Hendrickson	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 







 





 


 




    	 	13	 



     


    

 


Schedule A


 


Members of Nokomis Group


 


NOKOMIS CAPITAL, L.L.C.


 


Brett Hendrickson


 


 


 


 


 




    	 	14	 



     


    

 


Schedule B


 


Form 8-K




 


 


 


 


 






    	 	15