Exhibit 10.3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as July 8, 2002, by
and among WidePoint Corporation, a Delaware corporation (the "Company"); and
Xxxx X. Xxxxxxxx ("Xxxxxxxx").
WHEREAS, the Company desires to incentivize Xxxxxxxx to assist the Company
to increase the revenues of the Company and the value of the Company's common
stock (the "Common Stock") at a time when the Company also desires to conserve
its existing cash assets and, as such, the Company desires to sell to Xxxxxxxx,
and Xxxxxxxx desires to purchase from the Company, shares of Company Common
Stock upon terms as hereinafter provided, all in order to better and further
align the interests of the Xxxxxxxx with the interests of the Company and its
other stockholders; and
WHEREAS, the parties desire to enter into this Agreement to memorialize
their agreement with respect to the subject matter hereof.
NOW, THEREFORE, in consideration of the conditions and mutual promises
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto intending to be
legally bound do hereby agree as follows:
1. Incorporation. The introductory provisions of this Agreement are hereby
incorporated into this Agreement as if set forth in full herein.
2. Sale of Company Common Stock. The Company hereby agrees to sell to
Xxxxxxxx, and Xxxxxxxx hereby agrees to purchase from the Company, the amount of
Eight Hundred Sixty Five Thousand (865,000) shares of Company Common Stock for
the total purchase price of Sixty Thousand Five Hundred Fifty Dollars
($60,550.00), or Seven Cents ($0.07) per share, with such price per share being
the closing price per share of the Company Common Stock on the date of this
Agreement. The Company and Xxxxxxxx hereby agree that the purchase price of such
shares of Common Stock shall be payable in accordance with the terms of the
Promissory Note attached as Exhibit "A" hereto, which is incorporated as if set
forth in full herein.
3. Approvals. The Company hereby represents that the transaction which is
the subject matter of this Agreement has been duly approved by the entire Board
of Directors of the Company including the unanimous approval of all independent
members of the Board of Directors of the Company.
4. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. All words used in this Agreement will be construed to be of such
gender or number as the circumstances require.
5. Survival of Provisions. If any term or other provision of this
Agreement is determined to be invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties hereto as closely
as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
6. Entire Agreement; Modification; Expenses. This Agreement constitutes
the entire agreement of the parties hereto and supersedes all prior agreements
and undertakings, both written and oral, between the parties hereto, or any of
them, with respect to the subject matter hereof. This Agreement may not be
amended except by a written agreement executed by all the parties hereto. Except
as otherwise provided herein, each party hereto shall be solely liable for all
legal, accounting and other fees and expenses incurred by him or it with respect
to the subject matter hereof.
7. Effectiveness; Assignment. This Agreement and all obligations and
rights hereunder shall be effective upon the signing of this Agreement by all
parties and thereafter this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, heirs and
permitted assigns; provided, however, that no party may assign this Agreement
without the prior written approval of all the other parties hereto.
8. 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 or agreement herein, nor shall any single or partial
exercise of any such right preclude other or further exercise thereof or of any
other right. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement or the documents referred to in this
Agreement can be discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the other party;
(b) no waiver that may be given by a party will be applicable except in the
specific instance for which it is given; and (c) no notice to or demand on one
party will be deemed to be a waiver of any obligation of such party or of the
right of the party giving such notice or demand to take further action without
notice or demand as provided in this Agreement or the documents referred to in
this Agreement. All rights and remedies existing under this Agreement are in
addition to, and not exclusive of, any rights or remedies otherwise available.
9. Governing Law; Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Maryland, with each party
hereby agreeing to jurisdiction and venue for any disputes arising under this
Agreement to be adjudicated in a court of competent jurisdiction located in the
State of Maryland.
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All costs, expense and fees (including attorney's fees) incurred in connection
with any such litigation shall be paid by the non-prevailing party as determined
by the court and included in the judgment.
10. Authority. Each party executing this Agreement represents and warrants
that he, she and/or it have all requisite authority and approvals necessary to
enter into and execute this Agreement.
11. 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.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the date first written above by themselves or by
their respective officer thereunto duly authorized:
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Individually
Attest (Seal): WIDEPOINT CORPORATION
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxxx Xxxxx X. Xxxxx
Assistant Secretary C.E.O.
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