Subordinated Secured Promissory NoteSubordinated Secured Promissory Note • January 5th, 2012 • Widepoint Corp • Services-computer integrated systems design • Virginia
FOR VALUE RECEIVED, the undersigned, WIDEPOINT SOLUTIONS CORP. (“Maker”), does hereby promise to pay, with such payment being guaranteed by WIDEPOINT CORPORATION (“Guarantor”), to the order of AVALON GLOBAL SOLUTIONS, INC. (“Holder”), the principal amount of One Million and 00/100 U.S. Dollars ($1,000,000.00), together with simple interest computed on such principal amount from the date hereof on the unpaid principal balance at the fixed annual rate of three percent (3.0%) through the date of payment of this Note as provided in Section 1 below. Interest payable under this Note shall be computed on the basis of a year of 365 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which interest is payable.
ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 30, 2011, BY AND AMONG WIDEPOINT CORPORATION, WIDEPOINT SOLUTIONS CORP., AVALON GLOBAL SOLUTIONS, INC., MICHAEL MANSOURI, JOSEPH CHOPEK, DAVID RUSSIE, MARK GOETTLING, MARSHALL WEINGARDEN AND STEVEN ROTTINGHAUSAsset Purchase Agreement • January 5th, 2012 • Widepoint Corp • Services-computer integrated systems design • Delaware
THIS ASSET PURCHASE AGREEMENT is made as of December 30, 2011 (the “Agreement”), by and among WidePoint Corporation, a Delaware corporation (“WidePoint”); WidePoint Solutions Corp., a Delaware corporation (“Acquisition”); Avalon Global Solutions, Inc., a Florida corporation (“AGS”); Michael Mansouri (“Mansouri”); Joseph Chopek (“Chopek”); David Russie (“Russie”); Mark Goettling (“Goettling”); Marshall Weingarden (“Weingarden”); and Steven Rottinghaus (“Rottinghaus”)(each of Mansouri, Chopek, Russie, Goettling, Weingarden and Rottinghaus are sometimes hereinafter referred to as a “Major Shareholder” and collectively, as the “Major Shareholders”). WidePoint, Acquisition, AGS and each Major Shareholder are also sometimes hereinafter referred to individually as a “party” and collectively as the “parties.”
SECURITY AGREEMENTSecurity Agreement • January 5th, 2012 • Widepoint Corp • Services-computer integrated systems design • Virginia
{00078873;v1}WidePoint Corporation Virginia Security Agreement Initials ______ VA/4symathon00225400007854025122211Y Wolters Kluwer Financial Services -1996, 2011 Bankers Systems* Page 1
EMPLOYMENT AND NON-COMPETE AGREEMENTEmployment Agreement • January 5th, 2012 • Widepoint Corp • Services-computer integrated systems design
This Employment and Non-Compete Agreement (“Agreement”) is made as of December 31, 2011, between WidePoint Solutions Corporation, a Delaware corporation (the “Company”); WidePoint Corporation, a Delaware corporation (“WidePoint”); and Michael Mansouri ("Employee"). The parties agree that the terms and provisions of this Agreement are subject to and contingent upon the closing of the acquisition of certain of the assets of Avalon Global Solutions, Inc. (“AGS”) by the Company (the “Acquisition”). Subject to the foregoing, the Company, WidePoint and Employee hereby agree as follows:
ContractCommercial Loan Agreement • January 5th, 2012 • Widepoint Corp • Services-computer integrated systems design • Virginia
LOAN NUMBER LOAN NAME ACCT. NUMBER AGREEMENT DATE INITIALS CL4504027502 WidePoint Corporation 12/30/11 NOTE AMOUNT INDEX (w/Margin) RATE MATURITY DATE LOAN PURPOSE $4,000,000.00 Not Applicable 4.50% 12/30/16 Commercial Creditor Use Only
ContractCommercial Loan Agreement • January 5th, 2012 • Widepoint Corp • Services-computer integrated systems design • Virginia
LOAN NUMBER LOAN NAME ACCT. NUMBER AGREEMENT DATE INITIALS CL1004027501 WidePoint Corporation 12/30/11 NOTE AMOUNT INDEX (w/Margin) RATE MATURITY DATE LOAN PURPOSE $8,000,000.00 Wall Street Journal Prime plus 0.500% 3.750% 06/30/13 Commercial Creditor Use Only
