Exhibit 10.2





Exhibit 10.2




	 	 	 	 	 	 	 	 	 
	LOAN NUMBER

	 	LOAN NAME
	 	ACCT. NUMBER
	 	AGREEMENT DATE
	 	INITIALS
	 
	 	 	 	 	 	 	 	 
	CL522040275-1

	 	WidePoint Corporation
	 	 	 	03/17/09	 	 
	 
	 	 	 	 	 	 	 	 
	NOTE AMOUNT

	 	INDEX (w/Margin)
	 	RATE
	 	MATURITY DATE
	 	LOAN PURPOSE
	 
	 	 	 	 	 	 	 	 
	$5,000,000.00

	 	Wall Street Journal
Prime plus 0.500%
	 	5.00%
	 	06/01/10
	 	Commercial
	 

	 	 	 	Creditor Use Only	 	 	 	 






COMMERCIAL LOAN AGREEMENT



Accounts Receivable and/or Inventory Financing




DATE AND PARTIES. The date of this Commercial Loan Agreement (Agreement) is March 17, 2009. The
parties and their addresses are as follows:




LENDER:




CARDINAL BANK

8270 Greensboro Drive

Suite 500

McLean, Virginia 22102




BORROWER:




WIDEPOINT CORPORATION

a Delaware Corporation

One Lincoln Centre

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181






WIDEPOINT IL, INC.

an Illinois Corporation

One Lincoln Centre

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181






WP NBIL, INC.

an Illinois Corporation

One Lincoln Centre

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181






CHESAPEAKE GOVERNMENT TECHNOLOGIES, INC.

a Delaware Corporation

One Lincoln Centre

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181






OPERATIONAL RESEARCH CONSULTANTS, INC.

a Virginia Corporation

11250 Waples Mills, South Tower

Suite 250

Fairfax, Virginia 22030






ISYS, LLC

a Virginia Limited Liability Company

One Lincoln Center

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181



1. DEFINITIONS. For the purposes of this Agreement, the following terms have the following
meanings.




A. Accounting Terms. In this Agreement, any accounting terms that are not specifically defined
will have their customary meanings under generally accepted accounting principles.



	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Virginia Commercial Loan Agreement

	 	 	 	 	 	Initials
	 
	 

	 	 	 	 	 	 
	VA/4HancockD00725200004266022122707Y

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	 





 


 









 






B. Insiders. Insiders include those defined as insiders by the United States Bankruptcy Code,
as amended; or to the extent left undefined, include without limitation any officer, employee,
stockholder or member, director, partner, or any immediate family member of any of the
foregoing, or any person or entity which, directly or indirectly, controls, is controlled by or
is under common control with me.




C. Loan. The Loan refers to this transaction generally, including obligations and duties
arising from the terms of all documents prepared or submitted for this transaction.




D. Pronouns. The pronouns “I”, “me” and “my” refer to every Borrower signing this Agreement,
individually or together, and their heirs, successors and assigns. “You” and “your” refers to
the Loan’s lender, any participants or syndicators, or any person or company that acquires an
interest in the Loan and their successors and assigns.




E. Property. Property is any property, real, personal or intangible, that secures my
performance of the obligations of this Loan.




F. Asset-Based Financing Definitions. For the purposes of this Agreement, the following terms
will have the following meanings.




(1) Account Debtors. Account Debtors are persons who are obligated on the Accounts
Receivable.




(2) Account Guarantors. Account Guarantors are persons who have guarantied certain Accounts
Receivable.




(3) Accounts Receivable. Accounts Receivable will include all of the following.




(a) Accounts and Other Rights to Payment. All rights I have now or in the future to
payments including, but not limited to, payment for goods and other property sold or
leased or for services rendered, whether or not I have earned such payment by
performance. This includes any rights and interests (including all guaranties, standby
letters of credit, liens and security interests) which I may have by law or agreement
against any Account Debtor.




(b) General Intangibles. All general intangibles including, but not limited to, tax
refunds, applications for patents, patents, copyrights, trademarks, trade secrets, good
will, trade names, customer lists, permits and franchises, and the right to use my name.




(c) Proceeds. All proceeds from the disposition or collection of Accounts Receivable.




(4) Eligible Accounts Receivable. Eligible Accounts Receivable include all of my Accounts
Receivable that are and continue to be acceptable to you in all respects. Criteria for
eligibility may be revised by you at any time. Eligible Accounts Receivable exclude all of
the following Accounts Receivable: the entire balance of any Accounts Receivable that has
been due and owing for more than 90 days from the invoice dates; all of the remaining
Accounts Receivable owed by an Account Debtor when this Account Debtor is overdue on one
account; and those which you in your sole discretion disqualify as an Eligible Account.
Except in such case where Accounts Receivable are disqualified in relation to payments not
received within 90 days of the invoice date, Lender shall provide written notification to
Borrower prior to revising the criteria for eligibility, or prior to otherwise disqualifying
Accounts Receivable.




(5) Inventory. Inventory includes all inventory which I hold for ultimate sale or lease, or
which has been or will be supplied under contracts of service, or which are raw materials,
work in process, or materials used or consumed in my business.




(6) Eligible Inventory. Eligible Inventory includes all of my Inventory that is and
continues to be acceptable to you in all respects. Criteria for eligibility may be revised
by you at any time.
Eligible Inventory excludes all Inventory that I do not own or that is subject to a
competing claim, lien or encumbrance or that which you in your sole discretion disqualify as
Eligible Inventory.




(7) Value of Eligible Inventory. The Value of Eligible Inventory is the lower of the
Eligible Inventory’s cost or fair market value as determined by consistently applied
generally accepted accounting principles under the and any additional written valuation
guidelines you provide me.




(8) Overadvance. An Overadvance is made when advances exceed the maximum outstanding
Principal balance.



2. ADVANCES. Advances under this Agreement are made according to the following terms and
conditions.




A. Asset Based Financing — Revolving Draw. In accordance with the terms of this Agreement and
other Loan documents, you will provide me with a revolving draw note and the maximum
outstanding principal balance will be the lesser of $5,000,000.00 (Principal) or the Borrowing
Base. The Borrowing Base is the sum of the following amounts.




(1) 80 percent of Eligible Accounts Receivable.




(2) 0.00 percent of the Value of Eligible Inventory, not to exceed $0.00.




As long as I owe any amounts to you under the Loan, I will calculate this Borrowing Base as of
the close of my business day at the end of each month, and within 10 busines days, and I will
provide you with a Borrowing Base Certificate containing an assignment of any Accounts
Receivable and Inventory. The Borrowing Base Certificate will be in form and substance
acceptable to you, will contain my Borrowing Base calculation and will be certified and signed
by me or my officer. My calculation of my Borrowing Base is subject to your confirmation or
redetermination. Your calculation of the Borrowing Base will be the final determination when
your calculation of the Borrowing Base ratio differs from mine.



	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Virginia Commercial Loan Agreement

	 	 	 	 	 	Initials
	 
	 

	 	 	 	 	 	 
	VA/4HancockD00725200004266022122707Y

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	Page 2






 


 









 






B. Requests for Advances. My requests are a warranty that I am in compliance with all the Loan
documents. When required by you for a particular method of advance, my requests for an advance
must specify the requested amount and the date and be accompanied with any agreements,
documents, and instruments that you require for the Loan. Any payment by you of any check,
share draft or other charge may, at your option, constitute an advance on the Loan to me. All
advances will be made in United States dollars. I will indemnify you and hold you harmless for
your reliance on any request for advances that you reasonably believe to be genuine. To the
extent permitted by law, I will indemnify you and hold you harmless when the person making any
request represents that I authorized this person to request an advance even when this person is
unauthorized or this person’s signature is not genuine.




I or anyone I authorize to act on my behalf may request advances by the following methods.




(1) I make a request in person.




(2) I make a request by phone.




(3) I make a request by mail.




(4) I make a request by fax. or otherwise designate in writing circumstances for which
advances will be made.




C. Advance Limitations. In addition to any other Loan conditions, requests for, and access to,
advances are subject to the following limitations.




(1) Discretionary Advances. You will make all Loan advances at your sole discretion.




(2) Advance Amount. Subject to the terms and conditions contained in this Agreement,
advances will be made in exactly the amount I request.




(3) Disbursement of Advances. On my fulfillment of this Agreement’s terms and conditions,
you will disburse the advance in any manner as you and I agree.




(4) Credit Limit. I understand that you will not ordinarily grant a request for an advance
that would cause the unpaid principal of my Loan to be greater than the Principal limit.
You may, at your option, grant such a request without obligating yourselves to do so in the
future.




(5) Records. Your records will be conclusive evidence as to the amount of advances, the
Loan’s unpaid principal balances and the accrued interest.




(6) Repayment Of Overadvances. I will pay any Overadvances in addition to my regularly
scheduled payments. I will repay any Overadvance by repaying you in full within one day
after the Overadvance occurs, except I may repay an Overadvance of $100.00 or less within 3
days if the outstanding Principal balance, including the excess, does not exceed the
liquidation value of Accounts Receivable and Inventory and the Overadvance resulted from you
declaring ineligible previously Eligible Accounts Receivable and Inventory. Otherwise, I
will repay any Overadvance by making periodic payments to you as you request.




D. Conditions. I will satisfy all of the following conditions before you either issue any
promissory notes or make any advances under this Agreement.




(1) No Default. There has not been a default under this Agreement or other Loan documents
nor would a default result from making the Loan or any advance.




(2) Information. You have received all documents, information, certifications and
warranties as you may require, all properly executed, if appropriate, on forms acceptable to
you. This includes, but is not limited to, the documents and other items listed in the Loan
Checklist Report which is hereby incorporated by reference into this Agreement.




(3) Inspections. You have made all inspections that you consider necessary and are
satisfied with this inspection.




(4) Conditions and Covenants. I will have performed and complied with all conditions
required for an advance and all covenants in this Agreement and any other Loan documents.




(5) Warranties and Representations. The warranties and representations contained in this
Agreement are true and correct at the time of making the requested advance.




(6) Financial Statements. My most recent financial statements, Inventory or Accounts
Receivable schedules and other financial reports, delivered to you, are current, complete,
true and accurate in all material respects and fairly represent my financial condition.




(7) Bankruptcy Proceedings. No proceeding under the United States Bankruptcy Code has been
commenced by or against me or any of my affiliates.



3. DEMAND. I agree to fully repay the Loan on demand, but if no demand is made, I will repay the
Loan by June 1, 2010.



4. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties and representations
which will continue as long as this Loan is in effect, except when this Agreement provides
otherwise.




A. Power. I am duly organized, and validly existing and in good standing in all jurisdictions
in which I operate. I have the power and authority to enter into this transaction and to carry
on my business or activity as it is now being conducted and, as applicable, am qualified to do
so in each jurisdiction in which I operate.




B. Authority. The execution, delivery and performance of this Loan and the obligation
evidenced by the Note are within my powers, have been duly authorized, have received all
necessary governmental approval, will not violate any provision of law, or order of court or
governmental agency, and will not violate any agreement to which I am a party or to which I am
or any of my property is subject.



	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Virginia Commercial Loan Agreement

	 	 	 	 	 	Initials
	 
	 

	 	 	 	 	 	 
	VA/4HancockD00725200004266022122707Y

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	Page 3






 


 









 






C. Name and Place of Business. Other than previously disclosed in writing to you I have not
changed my name or principal place of business within the last 10 years and have not used any
other trade or fictitious name. Without your prior written consent, I do not and will not use
any other name and will preserve my existing name, trade names and franchises.




D. Loan Purpose. This Loan is for Commercial purposes.




E. No Other Liens. I own or lease all property that I need to conduct my business and
activities. I have good and marketable title to all property that I own or lease. All of my
Property is free and clear of all liens, security interests, encumbrances and other adverse
claims and interests, except those to you or those you consent to in writing.




F. Compliance With Laws. I am not violating any laws, regulations, rules, orders, judgments or
decrees applicable to me or my property, except for those which I am challenging in good faith
through proper proceedings after providing adequate reserves to fully pay the claim and its
challenge should I lose.



5. FINANCIAL STATEMENTS. I will prepare and maintain my financial records using consistently
applied generally accepted accounting principles then in effect. I will provide you with
financial information in a form that you accept and under the following terms.




A. Certification. I represent and warrant that any financial statements that I provide you
fairly represents my financial condition for the stated periods, is current, complete, true and
accurate in all material respects, includes all of my direct or contingent liabilities and
there has been no material adverse change in my financial condition, operations or business
since the date the financial information was prepared.




B. Frequency. Annually, I will provide to you my financial statements, tax returns, annual
internal audit reports or those prepared by independent accountants as soon as available or at
least within 120 days after the close of each of my fiscal years. Any annual financial
statements that I provide you will be audited statements.




(1) Interim Financial Reports. Each fiscal quarter, I will provide to you my financial
statements, internal audit reports or those prepared by independent accountants, tax
reports, statements of cash flow, budgets and forecasts, certificates and schedules of
Property as soon as available or at least within 60 days after the close of this business
period. Any interim financial statements that I provide you will be certified for the
purposes of 10Q financial reporting.




(2) Inventory Schedule. Each month (reporting period), I will provide you with an Inventory
schedule within 20 days after the end of this reporting period or with the frequency and
promptness you otherwise request. The Inventory schedule will list the cost and wholesale
value of all Inventory and all Eligible Inventory. The Inventory schedule will also
identify whether a bailee has possession of the Inventory and whether the Inventory is
represented by a warehouse receipt, bill of lading or similar documents or instruments. The
Inventory schedule will identify the Accounts Receivable, contracts, collections and
property relating to the Inventory.




(3) Accounts Receivable Schedule. Each month (reporting period), I will provide you with an
Accounts Receivable schedule within 15 days after the end of this reporting period or with
the frequency and promptness you otherwise request. The Accounts Receivable schedule will
assign the Accounts Receivable to you and will list the Account Debtor’s name, address,
phone number and amounts and dates due, documents and instruments evidencing and creating
the account and aged
reports of the Accounts Receivable. At your request, I will also include copies of
customers’ invoices, evidence of shipment or delivery and any other information that you
request.




C. Requested Information. I will provide you with any other information about my operations,
financial affairs and condition within 30 days after your request.



6. COVENANTS. Until the Loan and all related debts, liabilities and obligations are paid and
discharged, I will comply with the following terms, unless you waive compliance in writing.




A. Participation. I consent to you participating or syndicating the Loan and sharing any
information that you decide is necessary about me and the Loan with the other participants or
syndicators.




B. Inspection. Upon reasonable notice, I will permit you or your agents to enter any of my
premises and any location where my Property is located during regular business hours to do the
following.




(1) You may inspect, audit, check, review and obtain copies from my books, records,
journals, orders, receipts, and any correspondence and other business related data.




(2) You may discuss my affairs, finances and business with any one who provides you with
evidence that they are a creditor of mine, the sufficiency of which will be subject to your
sole discretion.




(3) You may inspect my Property, audit for the use and disposition of the Property’s
proceeds and proceeds of proceeds; or do whatever you decide is necessary to preserve and
protect the Property and your interest in the Property.




After prior notice to me, you may discuss my financial condition and business operations with
my independent accountants, if any, or my chief financial officer and I may be present during
these discussions. As long as the Loan is outstanding, I will direct all of my accountants and
auditors to permit you to examine my records in their possession and to make copies of these
records. You will use your best efforts to maintain the confidentiality of the information you
or your agents obtain, except you may provide your regulator, if any, with required information
about my financial condition, operation and business or that of my parent, subsidiaries or
affiliates.



	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Virginia Commercial Loan Agreement

	 	 	 	 	 	Initials
	 
	 

	 	 	 	 	 	 
	VA/4HancockD00725200004266022122707Y

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	Page 4






 


 









 






C. Business Requirements. I will preserve and maintain my present existence and good standing
in the jurisdiction where I am organized and all of my rights, privileges and franchises. I
will do all that is needed or required to continue my business or activities as presently
conducted, by obtaining licenses, permits and bonds everywhere I engage in business or
activities or own, lease or locate my property. I will obtain your prior written consent
before I cease my business or before I engage in any new line of business that is materially
different from my present business.




D. Compliance with Laws. I will not violate any laws, regulations, rules, orders, judgments or
decrees applicable to me or my Property, except for those which I challenge in good faith
through proper proceedings after providing adequate reserves to fully pay the claim and its
appeal should I lose. Laws include without limitation the Federal Fair Labor Standards Act
requirements for producing goods, the federal Employee Retirement Income Security Act of 1974’s
requirements for the establishment, funding and management of qualified deferred compensation
plans for employees, health and safety laws, environmental laws, tax laws, licensing and permit
laws. On your request, I will provide you with written evidence that I have fully and timely
paid my taxes, assessments and other governmental charges levied or imposed on me, my income or
profits and my property. Taxes include without limitation sales taxes, use taxes, personal
property taxes, documentary stamp taxes, recordation taxes, franchise taxes, income taxes,
withholding taxes, FICA taxes and unemployment taxes. I will adequately provide for the
payment of these taxes, assessments and other charges that have accrued but are not yet due and
payable.




E. New Organizations. I will obtain your written consent and any necessary changes to the Loan
documents before I organize or participate in the organization of any entity, merge into or
consolidate with any one, permit any one else to merge into me, acquire all or substantially
all of the assets of any one else or otherwise materially change my legal structure,
management, ownership or financial condition.




F. Other Liabilities. I will not incur, assume or permit any debt evidenced by notes, bonds or
similar obligations, except in the following allowable circumstances: debt in existence on the
date of this Agreement and fully disclosed to you; debt subordinated in payment to you on
conditions and terms acceptable to you; accounts payable incurred in the ordinary course of my
business and paid under customary trade terms or contested in good faith with reserves
satisfactory to you, and any other debt so requested by the Borrower for which written approval
is provided in advance by the Lender.




G. Notice to You. I will promptly notify you of any material change in my financial condition,
of the occurrence of a default under the terms of this Agreement, or a default by me under any
agreement between me and any third party which materially and adversely affects my property,
operations, financial condition or business.




H. Dispose of No Assets. Without your prior written consent or as the Loan documents permit, I
will not sell, lease, assign, transfer, dispose of or otherwise distribute all or substantially
all of my assets to any person other than in the ordinary course of business for the assets’
depreciated book value or more.




I. Insurance. I will obtain and maintain insurance with insurers, in amounts and coverages
that are acceptable to you and customary with industry practice. This may include without
limitation insurance policies for public liability, fire, hazard and extended risk, workers
compensation, and, at your request, business interruption and/or rent loss insurance. At your
request, I will deliver to you certified copies of all of these insurance policies, binders or
certificates. I will obtain and maintain a mortgagee or loss payee endorsement for you when
these endorsements are available. I will immediately notify you of cancellation or termination
of insurance. I will require all insurance policies to provide you with at least 10 days prior
written notice to you of cancellation or modification. I consent to you using or disclosing
information relative to any contract of insurance required by the Loan for the purpose of
replacing this insurance. I also authorize my insurer and you to exchange all relevant
information related to any contract of insurance required by any document executed as part of
this Loan.




J. Property Maintenance. I will keep all tangible and intangible property that I consider
necessary or useful in my business in good working condition by making all needed repairs,
replacements and improvements and by making all rental, lease or other payments due on this
property.




K. Property Loss. I will immediately notify you, and the insurance company when appropriate,
of any material casualty, loss or depreciation to the Property or to my other property that
affects my business.




L. Minimum Current Ratio. I will maintain at all times a ratio of current assets to current
liabilities, determined under consistently applied generally accepted accounting principles, of
1.1:1 or more.




M. Additional Covenants. The following additional terms are incorporated herein.




BORROWING BASE (ADVANCES) and DIRECT ASSIGNMENT OF CONTRACTS. The sum of the Borrowing Base
defined herein in the section entitled “2.ADVANCES” is amended to include the following: “(3) 90
percent of those Eligible Accounts Receivable related to payments due under contracts with the
Unites States Government for which the Borrower is the primary contractor, provided such
contracts have been assigned, as such may be assignable, to the Lender in full compliance with
the Assignment of Claims Act or 1940, as amended (31 U.S.C. 3727, 41 U.S.C. Section 15)” and
“(4) Borrowing Base to be reduced by the outstanding principal balance owed under that certain
Promissory Note from Borrower to Lender in the principal amount of $2,000,000.00 dated January
2, 2008.” It is further noted that the component of the Borrowing Base described under item
“(1)” includes all Eligible Accounts Receivable note included under item “(3)”.



	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Virginia Commercial Loan Agreement

	 	 	 	 	 	Initials
	 
	 

	 	 	 	 	 	 
	VA/4HancockD00725200004266022122707Y

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	Page 5






 


 









 






MINIMUM TANGIBLE NET WORTH. Borrower will maintain a tangible net worth, determined under
consistently applied generally accepted accounting principles, of $2,000,000 or more as measured
at the fiscal period ending 12/31/08 and thereafter. Tangible net worth is the amount that total
assets exceed total liabilities. For determining tangible net worth, total assets will exclude
all intangible assets, including without limitation, goodwill, patents, trademarks, trade names,
copyrights, and franchises, and will also exclude all Accounts Receivable owed by Insiders, that
do not provide for a repayment schedule. For determining tangible net worth, total liabilities
shall exclude obligations to Insiders which have been subordinated to Lender’s indebtedness.




DEBT SERVICE COVERAGE RATIO. Borrower will maintain a debt service coverage ratio, determined
under consistently applied generally accepted accounting principles, of 1.20:1 or more as
measured at the fiscal period ending 12/31/08 and thereafter. For the purposes of this
agreement, debt service coverage is defined as the ratio of earnings before interest, taxes,
depreciation, amortization, and “123R”-related expenses (“EBITDA”) to principal and interest
payments on debt.




RATIO OF FUNDED DEBT TO EBITDA. Borrower will maintain a maximum ratio of funded debt to EBITDA
(as defined above), determined under consistently applied generally accepted accounting
principles, of 3.0:1 as measured at the fiscal period ending 12/31/08 and thereafter. For the
purposes of this calculation, funded debt shall be defined as all balances due under short-term
debt and long-term debt. EBITDA is defined as earnings before interest, taxes, depreciation,
amortization, and “123R” related expenses.




7. DEFAULT. I understand that you may demand payment anytime at your discretion. However,
it is understood that Lender will not exercise any of its allowed remedies without first: (a)
providing written notification to Borrower of the event of default, and (b) observing any
response period that it allows for in said notification. For example, you may demand payment in
full if any of the following occur:




A. Payments. I fail to make a payment in full when due.




B. Insolvency or Bankruptcy. I make an assignment for the benefit of creditors or become
insolvent, either because my liabilities exceed my assets or I am unable to pay my debts as
they become due; or I petition for protection under federal, state or local bankruptcy,
insolvency or debtor relief laws, or am the subject of a petition or action under such laws and
fail to have the petition or action dismissed within a reasonable period of time not to exceed
60 days.




C. Business Termination. I merge, dissolve, reorganize, end my business or existence, or a
partner or majority owner dies or is declared legally incompetent.




D. Failure to Perform. I fail to perform any condition or to keep any promise or covenant of
this Agreement.




E. Other Documents. A default occurs under the terms of any other transaction document.




F. Other Agreements. I am in default on any other debt or agreement I have with you.




G. Misrepresentation. I make any verbal or written statement or provide any financial
information that is untrue, inaccurate, or conceals a material fact at the time it is made or
provided.




H. Judgment. I fail to satisfy or appeal any judgment against me.




I. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation
by a legal authority.




J. Name Change. I change my name or assume an additional name without notifying you before
making such a change.




K. Property Transfer. I transfer all or a substantial part of my money or property.




L. Property Value. The value of the Property declines or is impaired.




M. Material Change. Without first notifying you, there is a material change in my business,
including ownership, management, and financial conditions.



8. REMEDIES. After I default, and after you give any legally required notice and opportunity to
cure the default, you may at your option do any one or more of the following.




A. Acceleration. You may make all or any part of the amount owing by the terms of the Loan
immediately due.




B. Sources. You may use any and all remedies you have under state or federal law or in any
instrument securing the Loan.




C. Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that
may be available on my default.




D. Payments Made On My Behalf. Amounts advanced on my behalf will be immediately due and may
be added to the balance owing under the terms of the Loan, and accrue interest at the highest
post-maturity interest rate.



	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Virginia Commercial Loan Agreement

	 	 	 	 	 	Initials
	 
	 

	 	 	 	 	 	 
	VA/4HancockD00725200004266022122707Y

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	Page 6






 


 









 






E. Termination. You may terminate my right to obtain advances and may refuse to make any
further extensions of credit.




F. Set-Off. You may use the right of set-off. This means you may set-off any amount due and
payable under the terms of the Loan against any right I have to receive money from you.




My right to receive money from you includes any deposit or share account balance I have with
you; any money owed to me on an item presented to you or in your possession for collection or
exchange; and any repurchase agreement or other non-deposit obligation. “Any amount due and
payable under the terms of the Loan” means the total amount to which you are entitled to demand
payment under the terms of the Loan at the time you set-off.




Subject to any other written contract, if my right to receive money from you is also owned by
someone who has not agreed to pay the Loan, your right of set-off will apply to my interest in
the obligation and to any other amounts I could withdraw on my sole request or endorsement.




Your right of set-off does not apply to an account or other obligation where my rights arise
only in a representative capacity. It also does not apply to any Individual Retirement Account
or other tax-deferred retirement account.




You will not be liable for the dishonor of any check when the dishonor occurs because you
set-off against any of my accounts. I agree to hold you harmless from any such claims arising
as a result of your exercise of your right of set-off.




G. Waiver. Except as otherwise required by law, by choosing any one or more of these remedies
you do not give up your right to use any other remedy. You do not waive a default if you
choose not to use a remedy. By electing not to use any remedy, you do not waive your right to
later consider the event a default and to use any remedies if the default continues or occurs
again.



9. COLLECTION EXPENSES AND ATTORNEYS’ FEES. On or after Default, to the extent permitted by law,
I agree to pay all expenses of collection, enforcement or protection of your rights and remedies
under this Agreement. Expenses include (unless prohibited by law) reasonable attorneys’ fees,
court costs, and other legal expenses. These expenses are due and payable immediately. If not
paid immediately, these expenses will bear interest from the date of payment until paid in full at
the highest interest rate in effect as provided for in the terms of this Loan. All fees and
expenses will be secured by the Property I have granted to you, if any. To the extent permitted
by the United States Bankruptcy Code, I agree to pay the reasonable attorneys’ fees you incur to
collect this debt as awarded by any court exercising jurisdiction under the Bankruptcy Code.



10. APPLICABLE LAW. This Agreement is governed by the laws of Virginia, the United States of
America and to the extent required, by the laws of the jurisdiction where the Property is located.
In the event of a dispute, the exclusive forum, venue and place of jurisdiction will be in
Virginia, unless otherwise required by law.



11. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay this Loan is independent
of the obligation of any other person who has also agreed to pay it. You may sue me alone, or
anyone else who is obligated on this Loan, or any number of us together, to collect this Loan.
Extending this Loan or new obligations under this Loan, will not affect my duty under this Loan
and I will still be obligated to pay this Loan. The duties and benefits of this Loan will bind
and benefit the successors and assigns of you and me.



12. AMENDMENT, INTEGRATION AND SEVERABILITY. This Agreement may not be amended or modified by
oral agreement. No amendment or modification of this Agreement is effective unless made in
writing and executed by you and me. This Agreement is the complete and final expression of the
understanding between you and me. If any provision of this Agreement is unenforceable, then the
unenforceable provision will be severed and the remaining provisions will still be enforceable.



13. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the
singular. The section headings are for convenience only and are not to be used to interpret or
define the terms of this Agreement.



14. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any
notice will be given by delivering it or mailing it by first class mail to the appropriate party’s
address listed in the DATE AND PARTIES section, or to any other address designated in writing.
Notice to one party will be deemed to be notice to all parties. I will inform you in writing of
any change in my name, address or other application information. I will provide you any financial
statement or information you request. All financial statements and information I give you will be
correct and complete. I agree to sign, deliver, and file any additional documents or
certifications that you may consider necessary to perfect, continue, and preserve my obligations
under this Loan and to confirm your lien status on any Property. Time is of the essence.



	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Virginia Commercial Loan Agreement

	 	 	 	 	 	Initials
	 

	 	 	 	 	 	 
	VA/4HancockD00725200004266022122707Y

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	Page 7






 


 









 




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




	 	 	 	 	 
	BORROWER:	 	 
	 
	 	 	 	 
	WidePoint Corporation
	 	 
	 
	 	 	 	 
	 	By 

	 	 	(Seal)
	 

	 	 	 	 
	 

	 	Authorized Signer	 	 
	 
	 	 	 	 
	Widepoint IL, Inc.
	 	 
	 
	 	 	 	 
	 	By 
	 	 	(Seal)
	 

	 	 	 	 
	 

	 	Authorized Signer	 	 
	 
	 	 	 	 
	WP NBIL, Inc.
	 	 
	 
	 	 	 	 
	 	By 
	 	 	(Seal)
	 

	 	 	 	 
	 

	 	Authorized Signer	 	 
	 
	 	 	 	 
	Chesapeake Government Technologies, Inc.
	 	 
	 
	 	 	 	 
	 	By 
	 	 	(Seal)
	 

	 	 	 	 
	 

	 	Authorized Signer	 	 
	 
	 	 	 	 
	Operational Research Consultants, Inc.
	 	 
	 
	 	 	 	 
	 	By 
	 	 	(Seal)
	 

	 	 	 	 
	 

	 	Authorized Signer	 	 
	 
	 	 	 	 
	iSYS, LLC
	 	 
	 
	 	 	 	 
	 	By
	 	 	(Seal)
	 

	 	 	 	 
	 

	 	Authorized Signer	 	 






	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Virginia Commercial Loan Agreement

	 	 	 	 	 	Initials
	 

	 	 	 	 	 	 
	VA/4HancockD00725200004266022122707Y

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	Page 8