0001144204-07-017504 Sample Contracts

CONSENT AND WAIVER AGREEMENT
Consent and Waiver Agreement • April 5th, 2007 • Mobilepro Corp • Telephone & telegraph apparatus • New Jersey

This Consent and Waiver Agreement (the “Agreement”) is made and entered into as of March 30, 2007 by and among Cornell Capital Partners, LP, with its principal place of business at 101 Hudson Street, Suite 3700, Jersey City, NJ 07302 (“Cornell Capital”) on the one hand, and Mobilepro Corp. and its wholly-owned subsidiary, NeoReach, Inc. on the other hand, with their principal place of business at 6701 Democracy Blvd., Suite 202, Bethesda, MD 20814 (collectively, the “Company”).

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AMENDMENT NO. 3 TO CONVERTIBLE DEBENTURES
Mobilepro Corp • April 5th, 2007 • Telephone & telegraph apparatus • New Jersey

This Amendment No. 3 (“Amendment”) is made as of April 2, 2007 to the Convertible Debentures (collectively, the “Convertible Debentures”) issued under the Securities Purchase Agreement dated August 28, 2006 (the “SPA”) by and between Cornell Capital Partners, LP (“Cornell Capital”) and Mobilepro Corp. (the “Company”) for loans totaling $7,000,000 from Cornell Capital.

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