REGISTRATION RIGHTS
AGREEMENT  



        THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and
entered into as of 20th day of October, 2004 by and among WidePoint Corporation, a
corporation organized and existing under the laws of the State of Delaware
(“WidePoint” or the
“Company”), and Barron Partners L.P., a Delaware limited
partnership (hereinafter referred to as the “Investor”).
Unless defined otherwise, capitalized terms herein shall have the identical meaning as in
the Preferred Stock Purchase Agreement. 



PRELIMINARY
STATEMENT 



        WHEREAS,
pursuant to the Preferred Stock Purchase Agreement, of even date herewith, by and among
WidePoint and the Investor, as part of the consideration, Investor shall receive Preferred
Stock and Warrants, which upon conversion and exercise, in accordance with the terms of
the Preferred Stock Purchase Agreement and Warrant Agreement, entitle the Investor to
receive Shares of WidePoint; and 



        WHEREAS,
the ability of the Investors to sell their Shares of Common Stock is subject to certain
restrictions under the 1933 Act; and 



        WHEREAS,
as a condition to the Preferred Stock Purchase Agreement, WidePoint has agreed to provide
the Investor with a mechanism that will permit such Investor, subject to a market
stand-off agreement, to sell its Shares of Common Stock in the future. 



        NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements, and subject to the terms and conditions herein contained, the parties hereto
hereby agree as follows: 



ARTICLE I 



INCORPORATION BY
REFERENCE, SUPERSEDER  



1.1     Incorporation
by Reference. The foregoing recitals and the Exhibits attached hereto and referred to
herein, are hereby acknowledged to be true and accurate, and are incorporated herein by
this reference.  



1.2     Superseder.
This Agreement, to the extent that it is inconsistent with any other instrument or
understanding among the parties governing the affairs of the Company, shall supersede
such instrument or understanding to the fullest extent permitted by law. A copy of this
Agreement shall be filed at the Company’s principal office.  






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ARTICLE II 



DEMAND REGISTRATION
RIGHTS  



2.1     “Registrable
Securities” means and includes the Shares of WidePoint underlying the
Preferred Stock and Warrants issued pursuant to the Preferred Stock Purchase Agreement
and Warrant Agreement. As to any particular Registrable Securities, such securities will
cease to be Registrable Securities when (a) they have been effectively registered under
the 1933 Act and disposed of in accordance with the registration statement covering them,
(b) they are or may be freely traded without registration pursuant to Rule 144 under the
1933 Act (or any similar provisions that are then in effect), or (c) they have been
otherwise transferred and new certificates for them not bearing a restrictive legend have
been issued by WidePoint and WidePoint shall not have “stop transfer” instructions
against them. “Shares” shall mean, collectively, the
shares of Common Stock of the Company issuable upon conversion of the Preferred Stock and
those shares of Common Stock of the Company issuable to the Investor upon exercise of the
Warrants.  



2.2     Registration
of Registrable Securities. The Company shall prepare and file within sixty
(60) days following the date hereof (the “Filing Date”) a
registration statement (the “Registration Statement”)
covering the resale of the Registrable Securities. The Company shall use its best efforts
to cause the Registration Statement to be declared effective by the SEC on the earlier of
(i) 120 days following the Closing Date with respect to the Registration Statement, (ii)
ten (10) days following the receipt of a “No Review” or similar letter from the
SEC or (iii) the first business day following the day the SEC determines the Registration
Statement eligible to be declared effective (the “Required Effectiveness Date”).
Nothing contained herein shall be deemed to limit the number of Registrable Securities to
be registered by the Company hereunder. As a result, should the Registration Statement
not relate to the maximum number of Registrable Securities acquired by (or potentially
acquirable by) the holders of the Shares of WidePoint issued to the Investor pursuant to
the Preferred Stock Purchase Agreement, the Company shall be required to promptly file a
separate registration statement (utilizing Rule 462 promulgated under the Exchange Act,
where applicable) relating to such Registrable Securities which then remain unregistered.
The provisions of this Agreement shall relate to any such separate registration statement
as if it were an amendment to the Registration Statement.  



2.3     Demand
Registration. Subject to the limitations of Section 2.2, at any time, the
Investor may request the registration, once and only once, under the 1933 Act of all or
part of the Registrable Shares then outstanding (a “Demand Registration”).
Subject to the conditions of Section 3, the Company shall use its best efforts to file
such registration statement under the 1933 Act as promptly as practicable after the date
any such request is received by the Company and to cause such registration statement to
be declared effective. The Company shall notify the Investor promptly when any such
registration statement has been declared effective. If more than eighty percent (80%) of
the Shares issuable under the Preferred Stock Purchase Agreement have been registered or
sold, this provision shall expire.  







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2.4     Registration
Statement Form. Registrations under Section 2.2 and Section 2.3 shall be on the
appropriate registration form of the SEC as shall permit the disposition of such
Registrable Securities in accordance with the intended method or methods of disposition
specified in the Registration Statement; provided, however, such intended method of
disposition shall not include an underwritten offering of the Registrable Securities.  



2.5     Expenses.
The Company will pay all Registration expenses in connection with any registration
required by under Sections 2.2 and Section 2.3 herein.  



2.6     Effective
Registration Statement. A registration requested pursuant to Sections 2.2 and
Section 2.3 shall not be deemed to have been effected (i) unless a registration statement
with respect thereto has become effective within the time period specified herein,
provided that a registration which does not become effective after the Company filed a
registration statement with respect thereto solely by reason of the refusal to proceed of
any holder of Registrable Securities (other than a refusal to proceed based upon the
advice of counsel in the form of a letter signed by such counsel and provided to the
Company relating to a disclosure matter unrelated to such holder) shall be deemed to have
been effected by the Company unless the holders of the Registrable Securities shall have
elected to pay all Registration Expenses in connection with such registration, (ii) if,
after it has become effective, such registration becomes subject to any stop order,
injunction or other order or extraordinary requirement of the SEC or other governmental
agency or court for any reason or (iii) if, after it has become effective, such
registration ceases to be effective for more than the allowable Black-Out Periods (as
defined herein).  



2.7     Plan
Of Distribution. The Company hereby agrees that the Registration Statement shall
include a plan of distribution section reasonably acceptable to the Investor; provided,
however, such plan of distribution section shall be modified by the Company so as to not
provide for the disposition of the Registrable Securities on the basis of an underwritten
offering.  



2.8     Liquidated
Damages. If after the sixty (60) days after the date hereof the Company has not
filed a Registration Statement and used its best efforts to cause the Registration
Statement to be declared effective by the SEC within 120 days following the Closing Date,
or in the event the Company does not register the Registrable Securities pursuant to the
requirements of Section 2.2 herein, or if the Registration Statement filed pursuant to
Section 2.2 herein is not declared effective, or if the Registrable Securities are
registered pursuant to an effective Registration Statement and such Registration
Statement or other Registration Statement including the Registrable Securities is not
effective in the period from 180 days following the Closing Date through two (2) years
following the date hereof, subject to permissible Blackout Periods and Registration
Maintenance Periods (an “Event Date”), then in such event the Company shall pay
to the Investor for each month, if any, occurring after an Event Date and ending upon the
cure of the event which cause the Event Date, as liquidated damages and not as a penalty,
an amount equal to one percent (1%) of the Purchaser’s purchase price of Two Million
Dollars ($2,000,000.00) for the Preferred Stock or such lesser amount of Preferred Stock
which has not be converted into Common Stock prior to the subject Event Date, such
payment shall be made no later than the first business day of the calendar month next
succeeding the month in which such day occurs; provided, however, that no such payment
shall be due or payable by the Company to the Investor in the event any delay in filing,
effectiveness or continuation of any such Registration Statement is due to any act or
omission of the Investor, including but not limited to the Investor’s investment in
the Preferred Stock, the Warrants and the underlying Shares.  







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The parties agree that the only
damages payable for a violation of the terms of this Agreement with respect to which
liquidated damages are expressly provided shall be such liquidated damages. Nothing shall
preclude the Investor from pursuing or obtaining specific performance or other equitable
relief with respect to this Agreement. 



The parties hereto agree that the
liquidated damages provided for in this Section 2.8 constitute a reasonable estimate of
the damages that may be incurred by the Investor by reason of the failure of the
Registration Statement to be filed or declared effective in accordance with the provisions
hereof. 



The obligation of the Company
terminates when the holder of shares of Registrable Securities no longer holds more than
twenty percent (20%) of its shares of Registrable Securities. 



ARTICLE III 



INCIDENTAL
REGISTRATION RIGHTS  



3.1     Right
To Include (“Piggy-Back”) Registrable Securities. Provided that the
Registrable Securities have not been registered, if at any time after the date hereof but
before the second anniversary of the date hereof, the Company proposes to register any of
its securities under the 1933 Act (other than by a registration in connection with an
acquisition in a manner which would not permit registration of Registrable Securities for
sale to the public, on Form S-8, or any successor form thereto, on Form S-4, or any
successor form thereto and other than pursuant to Section 2), on an underwritten basis
(either best-efforts or firm-commitment), then, the Company will each such time give
prompt written notice to all holders of Registrable Securities of its intention to do so
and of such holders of Registrable Securities’ rights under this Section 3.1. Upon
the written request of any such holders of Registrable Securities received by the Company
within ten (10) days after the receipt of any such notice (which request shall specify
the Registrable Securities intended to be disposed of by such holders of Registrable
Securities and the intended method of disposition thereof), the Company will, subject to
the terms of this Agreement and with the consent of the underwriter(s), if any, use its
commercially reasonable best efforts to effect the registration under the 1933 Act of the
Registrable Securities, to the extent requisite to permit the disposition (in accordance
with the intended methods thereof as aforesaid) of such Registrable Securities so to be
registered, by inclusion of such Registrable Securities in the registration statement
which covers the securities which the Company proposes to register, provided that if, at
any time after written notice of its intention to register any securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason either not to register or to
delay registration of such securities, the Company may, at its election, give written
notice of such determination to each holders of Registrable Securities and, thereupon,
(i) in the case of a determination not to register, shall be relieved of this obligation
to register any Registrable Securities in connection with such registration (but not from
its obligation to pay the Registration Expenses in connection therewith), without
prejudice, however, to the rights of any holder or holders of Registrable Securities
entitled to do so to request that such registration be effected as a registration under
Section 2, and (ii) in the case of a determination to delay registering, shall be
permitted to delay registering any Registrable Securities, for the same period as the
delay in registering such other securities. No registration effected under this Section
3.1 shall relieve the Company of its obligation to effect any registration upon request
under Section 2. The Company will pay all Registration Expenses in connection with each
registration of Registrable Securities requested pursuant to this Section 3.1. The right
provided the Holders of the Registrable Securities pursuant to this Section shall be
exercisable at their sole discretion  






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3.2     Priority
In Incidental Registrations. If the managing underwriter of the underwritten
offering contemplated by this Section 3 shall inform the Company and holders of the
Registrable Securities requesting such registration by letter of its belief that the
number of securities requested to be included in such registration exceeds the number
which can be sold in such offering, then the Company will include in such registration,
to the extent of the number which the Company is so advised can be sold in such offering,
(i) first securities proposed by the Company to be sold for its own account, and (ii)
second Registrable Securities and (iii) securities of other selling security holders
requested to be included in such registration.  



ARTICLE IV 



REGISTRATION
PROCEDURES  



4.1     REGISTRATION
PROCEDURES. If and whenever the Company is required to effect the registration of any
Registrable Securities under the 1933 Act as provided in Section 2.2 and, as applicable,
2.3, the Company shall, as expeditiously as possible:  










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        (i)     prepare
and file with the SEC the Registration Statement, or amendments thereto,           to
effect such registration (including such audited financial statements as may           be
required by the 1933 Act or the rules and regulations promulgated thereunder)
          and thereafter use its commercially reasonable best efforts to cause such
          registration statement to be declared effective by the SEC, as soon as
          practicable, but in any event no later than the Required Effectiveness Date
          (with respect to a registration pursuant to Section 2.2); provided, however,
          that before filing such registration statement or any amendments thereto, the
          Company will furnish to the counsel selected by the holders of Registrable
          Securities which are to be included in such registration, copies of all such
          documents proposed to be filed;  





        (ii)     with
respect to any registration statement pursuant to Section 2.2 or Section           2.3,
prepare and file with the SEC such amendments and supplements to such
          registration statement and the prospectus used in connection therewith as may
be           necessary to keep such registration statement effective and to comply with
the           provisions of the 1933 Act with respect to the disposition of all
Registrable           Securities covered by such registration statement until the earlier
to occur of           thirty six (36) months after the date of this Agreement if (i)
there is material           non-public information regarding the Company which the Company’s
Board of           Directors (the “Board”) reasonably determines not to
be in the           Company’s best interest to disclose and which the Company is not
otherwise           required to disclose, or (ii) there is a significant business
opportunity           (including, but not limited to, the acquisition or disposition of
assets (other           than in the ordinary course of business) or any merger,
consolidation, tender           offer or other similar transaction) available to the
Company which the Board           reasonably determines not to be in the Company’s
best interest to disclose,           then the Company may postpone or suspend filing or
effectiveness of a           registration statement for a period not to exceed 15
consecutive calendar days,           provided that the Company may not postpone or
suspend its obligation under this           paragraph for more than 30 calendar days in
the aggregate during any 360           calendar day period; provided, however,
that no such postponement           or suspension shall be permitted for consecutive 15
calendar day periods,           arising out of the same set of facts, circumstances or
transactions (each a           “Black-Out Period”). The Company
may also suspend           the effectiveness of the Registration Statement in order to
conform disclosure           of the Registration Statement in order to conform the
disclosure therein to its           most recent periodic filings or current reports under
the Exchange Act at the           time that such filing or report is made and for a
reasonable period thereafter           in order to respond to any comments from the staff
of the SEC or such time as           all of the securities which are the subject of such
registration statement cease           to be Registrable Securities (such period, in each
case, the           “Registration Maintenance Period”);  





        (iii)   furnish
to each holder of Registrable Securities covered by such registration           statement
such number of conformed copies of such registration statement and of           each such
amendment and supplement thereto (in each case including all           exhibits), such
number of copies of the prospectus contained in such           registration statement
(including each preliminary prospectus and any summary           prospectus) and any
other prospectus filed under Rule 424 under the 1933 Act, in           conformity with
the requirements of the 1933 Act, and such other documents, as           such holder of
Registrable Securities and underwriter, if any, may reasonably           request in order
to facilitate the public sale or other disposition of the           Registrable
Securities owned by such holder of Registrable Securities;  







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        (iv)    use
its commercially reasonable best efforts to register or qualify all           Registrable
Securities and other securities covered by such registration           statement under
such other U.S. federal or state securities laws or U.S. state           blue sky laws as
any U.S. holder of Registrable Securities thereof shall           reasonably request, to
keep such registrations or qualifications in effect for           so long as such
registration statement remains in effect, and take any other           action which may
be reasonably necessary to enable such holder of Registrable           Securities to
consummate the disposition in such jurisdictions of the securities           owned by
such holder of Registrable Securities, except that the Company shall           not for
any such purpose be required to qualify generally to do business as a           foreign
corporation in any jurisdiction wherein it would not but for the           requirements
of this subdivision (iv) be obligated to be so qualified or to           consent to
general service of process in any such jurisdiction;  





        (v)      use
its commercially reasonable best efforts to cause all Registrable Securities
          covered by such registration statement to be registered with or approved by
such           other governmental agencies or authorities as may be necessary to enable
the           U.S. holder of Registrable Securities thereof to consummate the disposition
of           such Registrable Securities;  





        (vi)    furnish
to each holder of Registrable Securities a signed counterpart, addressed           to
such holder of Registrable Securities, and the underwriters, if any, of an
          opinion of counsel for the Company, dated the effective date of such
          registration statement (or, if such registration includes an underwritten
public           offering, an opinion dated the date of the closing under the
underwriting           agreement), reasonably satisfactory in form and substance to such
holder of           Registrable Securities) including that the prospectus and any
prospectus           supplement forming a part of the Registration Statement does not
contain an           untrue statement of a material fact or omits a material fact
required to be           stated therein or necessary in order to make the statements
therein, in light of           the circumstances under which they were made, not
misleading, and  





        (vii)    notify
the Investor and its counsel promptly and confirm such advice in writing
          promptly after the Company has knowledge thereof:  





                 (A)      when
the Registration Statement, the prospectus or any prospectus supplement           related
thereto or post-effective amendment to the Registration Statement has           been
filed, and, with respect to the Registration Statement or any           post-effective
amendment thereto, when the same has become effective;  





                 (B)      of
any request by the SEC for amendments or supplements to the Registration
          Statement or the prospectus or for additional information;  







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                 (C)      of
the issuance by the SEC of any stop order suspending the effectiveness of the
          Registration Statement or the initiation of any proceedings by any Person for
          that purpose; and  





                 (D)      of
the receipt by the Company of any notification with respect to the suspension
          of the qualification of any Registrable Securities for sale under the
securities           or blue sky laws of any jurisdiction or the initiation or threat of
any           proceeding for such purpose;  





        (viii)   notify
each holder of Registrable Securities covered by such registration           statement,
at any time when a prospectus relating thereto is required to be           delivered
under the 1933 Act, upon discovery that, or upon the happening of any           event as
a result of which, the prospectus included in such registration           statement, as
then in effect, includes an untrue statement of a material fact or           omits to
state any material facts required to be stated therein or necessary to           make the
statements therein not misleading in the light of the circumstances           then
existing, and at the request of any such holder of Registrable Securities
          promptly prepare and furnish to such holder of Registrable Securities a
          reasonable number of copies of a supplement to or an amendment of such
          prospectus as may be necessary so that, as thereafter delivered to the
          purchasers of such securities, such prospectus shall not include an untrue
          statement of a material fact or omit to state a material fact required to be
          stated therein or necessary to make the statements therein not misleading in
the           light of the circumstances then existing;  





        (ix)    use
its best efforts to obtain the withdrawal of any order suspending the
          effectiveness of the Registration Statement at the earliest possible moment;  





        (x)     otherwise
use its commercially reasonable best efforts to comply with all           applicable
rules and regulations of the SEC, and make available to its security           holders,
as soon as reasonably practicable, an earnings statement covering the           period of
at least twelve months, but not more than eighteen months, beginning           with the
first full calendar month after the effective date of such registration
          statement, which earnings statement shall satisfy the provisions of Section
          11(a) of the 1933 Act and Rule 158 thereunder;  





        (xi)    enter
into such agreements and take such other actions as the Investors shall
          reasonably request in writing (at the expense of the requesting or benefiting
          Investors) in order to expedite or facilitate the disposition of such
          Registrable Securities; and  





        (xii)    use
its commercially reasonable best efforts to list all Registrable Securities
          covered by such registration statement on any securities exchange on which any
          of the Registrable Securities are then listed.  





        The
Company may require each holder of Registrable Securities as to which any registration is
being effected to furnish the Company such information regarding such holder of
Registrable Securities and the distribution of such securities as the Company may from
time to time reasonably request in writing. 







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4.2     The
Company will not file any registration statement pursuant to Section 2.2 or Section 2.3,
or amendment thereto or any prospectus or any supplement thereto to which the Investors
shall reasonably object, provided that the Company may file such documents in a form
required by law or upon the advice of its counsel.  



4.3     The
Company represents and warrants to each holder of Registrable Securities that it has
obtained all necessary waivers, consents and authorizations necessary to execute this
Agreement and consummate the transactions contemplated hereby other than such waivers,
consents and/or authorizations specifically contemplated by the Preferred Stock Purchase
Agreement.  



4.4     Each
holder of Registrable Securities agrees that, upon receipt of any notice from the Company
of the occurrence of any event of the kind described in subdivision (viii) of Section
4.1, such Holder will forthwith discontinue such holder of Registrable Securities’ disposition
of Registrable Securities pursuant to the Registration Statement relating to such
Registrable Securities until such holder of Registrable Securities’ receipt of the
copies of the supplemented or amended prospectus contemplated by subdivision (viii) of
Section 4.1 and, if so directed by the Company, will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies, then in such Holder’s
possession of the prospectus relating to such Registrable Securities current at the time
of receipt of such notice.  



ARTICLE V 



UNDERWRITTEN OFFERINGS  



5.1     Incidental
Underwritten Offerings. If the Company at any time proposes to register any of
its securities under the 1933 Act as contemplated by Section 3.1 and such securities are
to be distributed by or through one or more underwriters, the Company will, if requested
by any holder of Registrable Securities as provided in Section 3.1 and subject to the
provisions of Section 3.2, use its commercially reasonable best efforts to arrange for
such underwriters to include all the Registrable Securities to be offered and sold by
such holder among the securities to be distributed by such underwriters.  



5.2     Participation
In Underwritten Offerings. No holder of Registrable Securities may participate in
any underwritten offering under Section 3.1 unless such holder of Registrable Securities
(i) agrees to sell such Person’s securities on the basis provided in any
underwriting arrangements approved, subject to the terms and conditions hereof, by the
holders of a majority of Registrable Securities to be included in such underwritten
offering and (ii) completes and executes all questionnaires, indemnities, underwriting
agreements and other documents (other than powers of attorney) required under the terms
of such underwriting arrangements. Notwithstanding the foregoing, no underwriting
agreement (or other agreement in connection with such offering) shall require any holder
of Registrable Securities to make a representation or warranty to or agreements with the
Company or the underwriters other than representations and warranties contained in a
writing furnished by such holder of Registrable Securities expressly for use in the
related registration statement or representations, warranties or agreements regarding
such holder of Registrable Securities, such holder’s Registrable Securities and such
holder’s intended method of distribution and any other representation required by
law.  






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5.3     Preparation;
Reasonable Investigation. In connection with the preparation and filing of each
registration statement under the 1933 Act pursuant to this Agreement, the Company will
give the holders of Registrable Securities registered under such registration statement,
and their respective counsel and accountants, the opportunity to participate in the
preparation of such registration statement, each prospectus included therein or filed
with the SEC, and each amendment thereof or supplement thereto, and will give each of
them such access to its books and records and such opportunities to discuss the business
of the Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the reasonable opinion of
such holders’ and such underwriters’ respective counsel, to conduct a
reasonable investigation within the meaning of the 1933 Act.  



ARTICLE VI 



INDEMNIFICATION  



6.1     Indemnification
by the Company. In the event of any registration of any securities of the Company
under the 1933 Act, the Company will, and hereby does agree to indemnify and hold
harmless the holder of any Registrable Securities covered by such registration statement,
its directors and officers, each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls such
holder or any such underwriter within the meaning of the 1933 Act against any losses,
claims, damages or liabilities, joint or several, to which such holder or any such
director or officer or underwriter or controlling person may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such securities were registered under
the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and the Company will reimburse such holder
and each such director, officer, underwriter and controlling person for any legal or any
other expenses reasonably incurred by them in connection with investigating or defending
any such loss, claim, liability, action or proceeding, provided that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability, (or action or proceeding in respect thereof) or expense arises out of or is
based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such holder or
underwriter stating that it is for use in the preparation thereof and, provided further
that the Company shall not be liable to any Person who participates as an underwriter in
the offering or sale of Registrable Securities or to any other Person, if any, who
controls such underwriter within the meaning of the 1933 Act, in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of such Person’s failure to send or give a copy of
the final prospectus, as the same may be then supplemented or amended, within the time
required by the 1933 Act to the Person asserting the existence of an untrue statement or
alleged untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such statement or
omission was corrected in such final prospectus or an amendment or supplement thereto.
Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of such holder or any such director, officer, underwriter or controlling
person and shall survive the transfer of such securities by such holder.  







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6.2     Indemnification
by the Investor. The Company may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to this Agreement,
that the Company shall have received an undertaking satisfactory to it from the
prospective holder of such Registrable Securities, to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 6.1) the Company, each
director of the Company, each officer of the Company and each other Person, if any, who
controls the Company within the meaning of the 1933 Act, with respect to any statement or
alleged statement in or omission or alleged omission from such registration statement,
any preliminary prospectus, final prospectus or summary prospectus contained therein, or
any amendment or supplement thereto, if such statement or alleged statement or omission
or alleged omission was made in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such holder of
Registrable Securities specifically stating that it is for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement. Any such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any such director,
officer or controlling person and shall survive the transfer of such securities by such
Investor. The indemnification by the Investors shall be limited to the amount they have
invested on the Closing Date.  



6.3     Notices
Of Claims, Etc. Promptly after receipt by an indemnified party of notice of the
commencement of any action or proceeding involving a claim referred to in Sections 6.1
and Section 6.2, such indemnified party will, if claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of its obligations under
Sections 6.1 and Section 6.2, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party’s reasonable judgment
a conflict of interest between such indemnified and indemnifying parties may exist in
respect of such claim, the indemnifying party shall be entitled to participate in and to
assume the defense thereof, jointly with any other indemnifying party similarly notified,
to the extent that the indemnifying party may wish, with counsel reasonably satisfactory
to such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the consent of
the indemnified party, consent to entry of any judgment or enter into any settlement of
any such action which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability, or a
covenant not to sue, in respect to such claim or litigation. No indemnified party shall
consent to entry of any judgment or enter into any settlement of any such action the
defense of which has been assumed by an indemnifying party without the consent of such
indemnifying party.  







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6.4     Other
Indemnification. Indemnification similar to that specified in Sections 6.1 and
Section 6.2 (with appropriate modifications) shall be given by the Company and each
holder of Registrable Securities (but only if and to the extent required pursuant to the
terms herein) with respect to any required registration or other qualification of
securities under any Federal or state law or regulation of any governmental authority,
other than the 1933 Act.  



6.5     Indemnification
Payments. The indemnification required by Sections 6.1 and Section 6.2 shall be
made by periodic payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage or liability is
incurred.  



6.6     Contribution.
If the indemnification provided for in Sections 6.1 and Section 6.2 is unavailable to an
indemnified party in respect of any expense, loss, claim, damage or liability referred to
therein, then each indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a result of
such expense, loss, claim, damage or liability (i) in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and the holder
of Registrable Securities or underwriter, as the case may be, on the other from the
distribution of the Registrable Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the holder of Registrable Securities
or underwriter, as the case may be, on the other in connection with the statements or
omissions which resulted in such expense, loss, damage or liability, as well as any other
relevant equitable considerations. The relative benefits received by the Company on the
one hand and the holder of Registrable Securities or underwriter, as the case may be, on
the other in connection with the distribution of the Registrable Securities shall be
deemed to be in the same proportion as the total net proceeds received by the Company
from the initial sale of the Registrable Securities by the Company to the purchasers bear
to the gain, if any, realized by all selling holders participating in such offering or
the underwriting discounts and commissions received by the underwriter, as the case may
be. The relative fault of the Company on the one hand and of the holder of Registrable
Securities or underwriter, as the case may be, on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission to state a material fact relates to information supplied by the
Company, by the holder of Registrable Securities or by the underwriter and the parties’ relative
intent, knowledge, access to information supplied by the Company, by the holder of
Registrable Securities or by the underwriter and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission, provided that the foregoing contribution agreement shall not inure to the
benefit of any indemnified party if indemnification would be unavailable to such
indemnified party by reason of the provisions contained herein, and in no event shall the
obligation of any indemnifying party to contribute under this Section 6.6 exceed the
amount that such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for hereunder had been available under
the circumstances.  







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        The
Company and the holders of Registrable Securities agree that it would not be just and
equitable if contribution pursuant to this Section 6.6 were determined by pro rata
allocation (even if the holders of Registrable Securities and any underwriters were
treated as one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth herein, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. 



        Notwithstanding
the provisions of this Section 6.6, no holder of Registrable Securities or underwriter
shall be required to contribute any amount in excess of the amount by which (i) in the
case of any such holder, the net proceeds received by such holder from the sale of
Registrable Securities or (ii) in the case of an underwriter, the total price at which the
Registrable Securities purchased by it and distributed to the public were offered to the
public exceeds, in any such case, the amount of any damages that such holder or
underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. 







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ARTICLE VII 



RULE 144  



7.1     Rule
144. The Company shall timely file (or obtain extensions in respect thereof and
file within the applicable grace period) the reports required to be filed by it under the
1933 Act and the 1934 Act (including but not limited to the reports under Sections 13 and
15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the SEC
under the 1933 Act) and the rules and regulations adopted by the SEC thereunder (or, if
the Company is not required to file such reports, will, upon the request of any holder of
Registrable Securities, make publicly available other information), all to the extent
required from time to time to enable such holder to sell Registrable Securities without
registration under the 1933 Act within the limitation of the exemptions provided by (a)
the compliance by the holder of Registrable Securities at its sole cost with Rule 144
under the 1933 Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC and (b) the compliance by the holder of
Registrable Securities at its sole cost with any applicable state ‘blue sky” securities
laws and all other applicable laws, rules and regulations. Upon the request of any holder
of Registrable Securities, the Company will deliver to such holder a written statement as
to whether it has complied with the requirements of this Section 7.1.  



ARTICLE VIII 



MISCELLANEOUS  



8.1     Amendments
And Waivers. This Agreement may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only
if the Company shall have obtained the written consent to such amendment, action or
omission to act, of the holder or holders of the sum of the fifty-one percent (51%) or
more of the shares of (i) Registrable Securities issued at such time, plus (ii)
Registrable Securities issuable upon exercise or conversion of the Securities then
constituting derivative securities (if such Securities were not fully exchanged or
converted in full as of the date such consent if sought). Each holder of any Registrable
Securities at the time or thereafter outstanding shall be bound by any consent authorized
by this Section 8.1, whether or not such Registrable Securities shall have been marked to
indicate such consent.  



8.2     Nominees
For Beneficial Owners. In the event that any Registrable Securities are held by a
nominee for the beneficial owner thereof, the beneficial owner thereof may, at its
election, be treated as the holder of such Registrable Securities for purposes of any
request or other action by any holder or holders of Registrable Securities pursuant to
this Agreement or any determination of any number of percentage of shares of Registrable
Securities held by a holder or holders of Registrable Securities contemplated by this
Agreement. If the beneficial owner of any Registrable Securities so elects, the Company
may require assurances reasonably satisfactory to it of such owner’s beneficial
ownership or such Registrable Securities.  







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8.3     Notices.
Except as otherwise provided in this Agreement, all notices, requests and other
communications to any Person provided for hereunder shall be in writing and shall be
given to such Person (a) in the case of a party hereto other than the Company, addressed
to such party in the manner set forth in the Preferred Stock Purchase Agreement or at
such other address as such party shall have furnished to the Company in writing, or (b)
in the case of any other holder of Registrable Securities, at the address that such
holder shall have furnished to the Company in writing, or, until any such other holder so
furnishes to the Company an address, then to and at the address of the last holder of
such Registrable Securities who has furnished an address to the Company, or (c) in the
case of the Company, at the address set forth on the signature page hereto, to the
attention of its President, or at such other address, or to the attention of such other
officer, as the Company shall have furnished to each holder of Registrable Securities at
the time outstanding. Each such notice, request or other communication shall be effective
(i) if given by mail, 72 hours after such communication is deposited in the mail with
first class postage prepaid, addressed as aforesaid or (ii) if given by any other means
(including, without limitation, by fax or air courier), when delivered at the address
specified above, provided that any such notice, request or communication shall not be
effective until received.  



8.4     Assignment.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by
the parties hereto. In addition, and whether or not any express assignment shall have
been made, the provisions of this Agreement which are for the benefit of the parties
hereto other than the Company shall also be for the benefit of and enforceable by any
subsequent holder of any Registrable Securities. Each of the Holders of the Registrable
Securities agrees, by accepting any portion of the Registrable Securities after the date
hereof, to the provisions of this Agreement including, without limitation, appointment of
the Investors’ Representative to act on behalf of such Holder pursuant to the terms
hereof which such actions shall be made in the good faith discretion of the Investors’ Representative
and be binding on all persons for all purposes.  



8.5     Descriptive
Headings. The descriptive headings of the several sections and paragraphs of this
Agreement are inserted for reference only and shall not limit or otherwise affect the
meaning hereof.  



8.6     Governing
Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, without giving effect to applicable principles of
conflicts of law.  



8.7     Jurisdiction. This
Agreement shall be exclusively governed by and construed in accordance with the laws of
the State of New York. If any action is brought among the parties with respect to this
Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any
such action, and on all issues, the parties irrevocably waive their right to a trial by
jury. Exclusive jurisdiction and venue for any such action shall be the State or Federal
Courts serving the State of New York. In the event suit or action is brought by any party
under this Agreement to enforce any of its terms, or in any appeal therefrom, it is
agreed that the prevailing party shall be entitled to reasonable attorneys fees to be
fixed by the arbitrator, trial court, and/or appellate court.  







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8.8     Entire
Agreement. This Agreement embodies the entire agreement and understanding between
the Company and each other party hereto relating to the subject matter hereof and
supercedes all prior agreements and understandings relating to such subject matter.  



8.9     Severability.
If any provision of this Agreement, or the application of such provisions to any Person
or circumstance, shall be held invalid, the remainder of this Agreement, or the
application of such provision to Persons or circumstances other than those to which it is
held invalid, shall not be affected thereby.  



8.10     Binding
Effect. All the terms and provisions of this Agreement whether so expressed or
not, shall be binding upon, inure to the benefit of, and be enforceable by the parties
and their respective administrators, executors, legal representatives, heirs, successors
and assignees.  



8.11     Preparation
of Agreement. This Agreement shall not be construed more strongly against any
party regardless of who is responsible for its preparation. The parties acknowledge each
contributed and is equally responsible for its preparation.  



8.12     Failure
or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of
any party hereto in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of, or acquiescence in, any breach of any representation,
warranty, covenant or agreement herein, nor shall nay single or partial exercise of any
such right preclude other or further exercise thereof or of any other right. All rights
and remedies existing under this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available.  



8.13     Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same agreement. A
facsimile transmission of this signed Agreement shall be legal and binding on all parties
hereto.  



[SIGNATURES ON
FOLLOWING PAGE] 








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        IN
WITNESS WHEREOF, the Investors and the Company have as of the date first written above
executed this Agreement. 






	WidePoint Corporation


	
	   
	
	
By:   	
   
	

	Title:   	   
	







	BARRON PARTNERS LP


	
	   
	
	Andrew Barron Worden

President, General Partner of

Barron Partners LP

730 Fifth Avenue, 9th Floor

New York NY 10019 	





















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