Unassociated Document


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                       

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	 	

                                                                                      LOAN
      NUMBER

                                                                                    	

                                                                                      ACCT.
      NUMBER

                                                                                    	

                                                                                      NOTE
      DATE

                                                                                    	

                                                                                      CREDIT
      LIMIT

                                                                                    	

                                                                                      MATURITY
      DATE

                                                                                    
	
                                                                                      PR/OR

                                                                                    	 	 	 	 	 
	
                                                                                      OBLIGATION

                                                                                    	

                                                                                      CL522040275-1

                                                                                    	 	

                                                                                      01/02/08

                                                                                    	

                                                                                      $5,000,000.00

                                                                                    	

                                                                                      06/01/10

                                                                                    
	
                                                                                      INFORMATION

                                                                                    	 	 	 	 	 
	 	 	 	 	 	 
	 	
                                                                                      LOAN
      NUMBER

                                                                                    	
                                                                                      ACCT.
      NUMBER

                                                                                    	
                                                                                      MODIFICATION
      DATE

                                                                                    	
                                                                                      CREDIT
      LIMIT

                                                                                    
	 	 	 	 	 
	 	

                                                                                      CL522040275-1

                                                                                    	 	
                                                                                      05/25/10

                                                                                    	

                                                                                      $5,000,000.00

                                                                                    
	
                                                                                      AMENDED

                                                                                    	 	 	 	 
	
                                                                                      OBLIGATION

                                                                                    	

                                                                                      MATURITY
      DATE

                                                                                    	
                                                                                      INDEX
      (w/margin)

                                                                                    	
                                                                                      INTEREST
      RATE

                                                                                    	

                                                                                      INITIALS

                                                                                    
	

                                                                                      /NFORMATION

                                                                                    	 	 	 	 
	 	

                                                                                      09/01/10

                                                                                    	
                                                                                      Wall
      Street Journal Prime 

                                                                                      plus
      0.500%

                                                                                    	
                                                                                      5.0%

                                                                                    	 
	 	 	 	 	 
	 	 	 	 	 
	 	

                                                                                      Creditor
      Use
Only

                                                                                    


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

       


    
    

    DEBT
MODIFICATION AGREEMENT

    
      
        
          

        

      

       

      DATE AND PARTIES. The date of
this Debt Modification Agreement (Modification) is May 25, 2010. The parties and
their addresses are:

    

     

    LENDER:

    CARDINAL
BANK

    8270
Greensboro Drive

    Suite
500

    McLean,
VA 22102

    Telephone:
(703) 584-3430

    


    BORROWER:

    WIDEPOINT CORPORATION a
Delaware Corporation

    One
Lincoln Centre

    18W140
Butterfield Road, Suite 1100

    Oakbrook
Terrace, IL 60181

    


    WIDEPOINT
IL, INC.

    an
Illinois Corporation

    One
Lincoln Centre

    18W140
Butterfield Road, Suite 1100 Oakbrook Terrace, IL 60181

    


    WP
NBIL, INC.

    an
Illinois Corporation

    One
Lincoln Centre

    18W140
Butterfield Road, Suite 1100 Oakbrook Terrace, IL 60181

    


    CHESAPEAKE
GOVERNMENT TECHNOLOGIES, INC.

    a
Delaware Corporation

    One
Lincoln Centre

    18W140
Butterfield Road, Suite 1100

    Oakbrook
Terrace, IL 60181

     

     

    
       

      
        
           

            
              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    
                                      WidePoint
      Corporation

                                      Debt
      Modification Agreement 

                                      VA/4symathon00149300006929010052510N

                                    

                                  	
                                    
                                      Wolters
      Kluwer Financial Services ©1996,
      2010 Bankers

                                    

                                  	
                                    Initials            
      

                                     

                                    Page
1

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

        
           

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OPERATIONAL RESEARCH CONSULTANTS,
INC. a Virginia Corporation

    1 1250
Waples Mills, South Tower

    Suite
250

    Fairfax,
VA 22030

    


    ISYS,
LLC

    a
Virginia Limited Liability Company One Lincoln Center

    18W140
Butterfield Road, Suite 1100 Oakbrook Terrace, IL 60181

     

    1. DEFINITIONS. In this
Modification, these terms have the following meanings:

    A. Pronouns. The pronouns "I,"
"me," and "my" refer to each Borrower signing this Modification, individually
and together with their heirs, executors, administrators, successors, and
assigns. "You" and "your" refer to the Lender, with its participants or
syndicators, successors and assigns, or any person or entity that acquires an
interest in the Modification or the Prior Obligation.

     

    B. Amended Obligation. Amended
Obligation is the resulting agreement that is created when the Modification
amends the Prior Obligation. It is described above in the AMENDED OBLIGATION
INFORMATION section.

     

    C. Credit Limit. Credit Limit
means the maximum amount of principal you will permit me to owe you under this
Line of Credit, at any one time. My Credit Limit is stated at the top of this
Modification.

     

    D. Loan. Loan refers to this
transaction generally. It includes the obligations and duties arising from the
terms of all documents prepared or submitted in association with the Prior
Obligation and this modification, such as applications, security agreements,
disclosures, notes, agreements, and this Modification.

    E. Modification. Modification
refers to this Debt Modification Agreement.

    F. Prior Obligation. Prior
Obligation refers to my existing agreement described above in the PRIOR
OBLIGATION INFORMATION section, and any previous extensions, renewals,
modifications or substitutions of it.

     

    2. BACKGROUND. You and I have
previously entered into a Prior Obligation. As of the date of this Modification,
the outstanding, unpaid balance of the Prior Obligation is $0.00. Conditions
have changed since the execution of the Prior Obligation instruments. In
response, and for value received, you and I agree to modify the terms of the
Prior Obligation, as provided for in this Modification.

     

    3. TERMS. The Prior Obligation
is modified as follows:

    A. Interest. Our agreement for
the payment of interest is modified to read:

    (1)
INTEREST. Interest will accrue on the unpaid Principal balance of the Loan at
the rate of 5.0 percent
(Interest Rate) until May 26, 2010, after which time it may change as
described in the Variable Rate subsection.

    (a) Maximum
Interest Amount. Any amount assessed or collected as interest under the terms of
the Loan will be limited to the maximum lawful amount of interest allowed by
state or federal law, whichever is greater. Amounts collected in excess of the
maximum lawful amount will be applied first to the unpaid Principal balance. Any
remainder will be refunded to me.

    (b) Statutory
Authority. Rate statute for Virginia is not provided yet.

    (c) Accrual.
Interest accrues using an Actual/360 days counting method.

    (d) Variable
Rate. The Interest Rate may change during the term of this
transaction.

    (1) Index.
Beginning with the first Change Date, the Interest Rate will be based on the
following index: the base rate on corporate loans posted by at least 70% of the
10 largest U.S. banks known as the Wall Street Journal U.S. Prime
Rate.

    The
Current Index is the most recent index figure available on each Change Date. You
do not guaranty by selecting this Index, or the margin, that the Interest Rate
on the Loan will be the same rate you charge on any other loans or class of
loans you make to me or other borrowers. If this Index is no longer available,
you will substitute a similar index. You will give me notice of your
choice.

    (2) Change
Date. Each date on which the Interest Rate may change is called a Change Date.
The Interest Rate may change May 26, 2010 and daily thereafter.

    (3) Calculation
Of Change. On each Change Date you will calculate the Interest Rate, which will
be the Current Index plus 0.500 percent. The result of this calculation will be
rounded to the nearest .001 percent. Subject to any limitations, this will be
the Interest Rate until the next Change Date. The new Interest Rate will become
effective on each Change Date. The Interest Rate and other charges on the Loan
will never exceed the highest rate or charge allowed by law for the
Loan.

    (4)  Limitations.
The Interest Rate changes are subject to the following limitations: Lifetime.
The Interest Rate will never be less than 5.000 percent.

    (5) Effect Of
Variable Rate. A change in the Interest Rate will have the following effect on
the payments: The amount of scheduled payments will change.

    B. Maturity and Payments. The
maturity and payment provisions are modified to read:

    
      
        
          

        

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  
                                    WidePoint
      Corporation

                                    Debt
      Modification Agreement 

                                    VA/4symathon00149300006929010052510N

                                  

                                	
                                  
                                    Wolters
      Kluwer Financial Services ©1996,
      2010 Bankers

                                  

                                	
                                  Initials            
      

                                   

                                  Page
2

                                


                        

                      

                    

                  

                

              

            

          

        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    (1) PAYMENT.
I agree to pay all accrued interest on the balance outstanding from time to time
in regular payments beginning June 1, 2010, then on the same day of each month
thereafter. Any payment scheduled for a date falling beyond the last day of the
month, will be due on the last day. A final payment of the entire unpaid
outstanding balance of Principal and interest will be due September 1,
2010.

     

    Payments
will be rounded to the nearest $.01. With the final payment I also agree to pay
any additional fees or charges owing and the amount of any advances you have
made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or
31st day of a month that contains no such day will, instead, be made on the last
day of such month.

    (2) Maturity.
The maturity provision is modified to read:

    (a) Maturity Date.
Consistent with our existing periodic payment arrangement, except any scheduled,
final payment, I agree that the entire outstanding balance of Principal and
accrued interest is due on, or before, September 1, 2010.

    C. Fees and Charges. As
additional consideration for your consent to enter into this Modification, I
agree to pay, or have paid these additional fees and charges:

    (1) Stop
Payment Fee. A(n) Stop Payment Fee equal to $30.00.

    (2) Late
Charge. If a payment is more than 10 days late, I will be
charged 5.000 percent of
the Unpaid Portion of Payment. I will pay this late charge promptly but only
once for each late payment.

    (3) Returned
Check Charge. I agree to pay a fee not to exceed $32.00 for each check,
negotiable order of withdrawal or draft I issue in connection with the Loan that
is returned because it has been dishonored.

     

    4. CONTINUATION OF TERMS. Except
as specifically amended by this Modification, all of the terms of the Prior
Obligation shall remain in full force and effect.

     

    5. WAIVER. I waive all claims,
defenses, setoffs, or counterclaims relating to the Prior Obligation, or any
document securing the Prior Obligation, that I may have. Any party to the Prior
Obligation that does not sign this Modification, shall remain liable under the
terms of the Prior Obligation unless released in writing by you.

     

    6. REASON(S) FOR MODIFICATION.
Modification of the maturity date as described herein.

     

    7. ADDITIONAL TERMS. PRIOR
OBLIGATION. This agreement is a modification of certain terms and conditions of
the indebtedness evidenced by a Promissory Note from Borrower to Lender dated
August 16, 2007 in the principal amount of $2,000,000.00, as modified under the
following agreements between Borrower and Lender: a Promissory Note dated
January 2, 2008 in the amount of $5,000,000 and a Debt Modification Agreement
dated March 17, 2009 in the amount of $5,000,000.00.

    


    LOAN
AGREEMENT. This agreement is subject to that certain Commercial Loan Agreement
between Borrower and Lender dated March 17, 2009, all terms and conditions of
which, notwithstanding anything herein to the contrary, are incorporated and
made a part herein.

     

    COLLATERAL.
In addition to any other collateral that may be pledged, either now or in the
future, the indebtedness evidenced by this agreement is secured by all rights,
title, and security interest granted under that certain Security Agreement from
Borrower to Lender dated August 16, 2007.

     

    8. SIGNATURES. By signing under
seal, I agree to the terms contained in this Modification. I also acknowledge
receipt of a copy of this Modification.

    
       

       

       

       

       

       

       

       

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                
                                  WidePoint
      Corporation

                                  Debt
      Modification Agreement 

                                  VA/4symathon00149300006929010052510N

                                

                              	
                                
                                  Wolters
      Kluwer Financial Services ©1996,
      2010 Bankers

                                

                              	
                                Initials            
      

                                 

                                Page
3

                              


                      

                    

                  

                

              

            

          

        

      

      
         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BORROWER:

    WidePoint
Corporation

     

    By   /s/ James T.
McCubbin                                             (Seal)


    James T.
McCubbin, Vice President

    Widepoint
IL, Inc.

     

    By  /s/ James T.
McCubbin                                             
(Seal) 

    James T.
McCubbin, Vice President

    WP NBIL,
Inc.

     

    By  /s/ James T.
McCubbin                                             
(Seal) 

    James T.
McCubbin, Vice President

    Chesapeake
Government Technologies, Inc.

     

    By  /s/ James T.
McCubbin                                             
(Seal) 

    James T.
McCubbin, Vice President

    Operational
Research Consultants, Inc.

     

    By  /s/ James T.
McCubbin                                             
(Seal) 

    James T.
McCubbin, Vice President

    iSYS,
LLC

     

    By  /s/ James T.
McCubbin                                             
(Seal) 

    James T.
McCubbin , Vice President

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        

      

      
        
          
            
              
                
                  
                    
                      
                        	
                                
                                  WidePoint
      Corporation

                                  Debt
      Modification Agreement 

                                  VA/4symathon00149300006929010052510N

                                

                              	
                                
                                  Wolters
      Kluwer Financial Services ©1996,
      2010 Bankers

                                

                              	
                                Initials            
      

                                 

                                Page
4