13D Filing: Nokomis Capital and Widepoint Corp (WYY)

Page 3 of 4 – SEC Filing

This Amendment No. 2
(“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on April 5, 2017 (the “Original Schedule 13D”) as amended by Amendment
No. 1 filed on June 16, 2017 (“Amendment No. 1” and together with the Original Schedule 13D and this Amendment
No. 2, the “Schedule 13D”) with respect to the shares of common stock, $0.001 par value (the “Shares”),
of WidePoint Corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment
No. 2 have the meanings set forth in the Original Schedule 13D. This Amendment No.2 amends Item 4 as set forth below.

Item 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On July 20, 2017, the Issuer entered
into an appointment and standstill agreement (the “Agreement“) with Nokomis Capital, L.L.C. (“Nokomis“),
pursuant to which, among other things, the Issuer agreed to immediately appoint Alan Howe and Philip Richter as Class II directors
of the Issuer and as members of the Corporate Governance and Nominating Committee and the Compensation Committee of the Board and
to nominate them for election at the Issuer’s 2017 Annual Meeting of Stockholders (the “Annual Meeting“).

As part of the Agreement, Nokomis,
among other things, agreed to customary standstill commitments during the term of the Agreement and to vote its shares in favor
of the Board’s recommendations regarding director elections and other matters to be submitted to a vote at the Annual Meeting.
The term of the Agreement expires on the date that is thirty days prior to the deadline related to nominations by stockholders
of directors for election at the Issuer’s 2018 Annual Meeting of Stockholders.

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