1ST DAY OF MAY 2014


 


GUTTERIDGE LIMITED – COVENANTOR


 


AND


 


WIDEPOINT GLOBAL SOLUTIONS INC. –
PURCHASER


 


DEED OF INDEMNITY


 


Amorys,


Solicitors,


Suite 10,
The Mall,


Beacon Court,


Sandyford,


Dublin, 18


 


EXECUTION VERSION 1ST MAY
2014


 




    	 



    	 



    

 


Deed of Indemnity


 


THIS DEED OF INDEMNITY is made on the 1st
day of May 2014


 


BETWEEN:


 


		1.	The entity whose names and addresses is set out in SCHEDULE 1 (the “Covenantor”



 


		2.	Widepoint Global Solutions, Inc having its registered office at 7926 Jones Branch Drive, Suite 520 McClean, Virginia
22102, USA (the “Purchaser”).



 


AND


 


		3.	The companies described in SCHEDULE 2 (collectively the “Company”).



 


WHEREAS:-


 


The Deed is entered into pursuant to the
provisions of the Agreement for the Sale and Purchase of the Shares of the Company of even date made between the Vendor (as therein
defined) and the Purchaser (hereinafter called “the Agreement”).


 


NOW IT IS HEREBY AGREED as follows:-


 


		1.	INTERPRETATION



 


In this Deed:-


 


		1.1.	save as herein otherwise expressly stated to the contrary all words and expressions defined in
the Agreement shall have the same meaning in this Deed and any provisions in the Agreement concerning matters of construction or
interpretation shall also apply in this Deed;



 




    	 



    	 



    

 


		1.2.	“Claim for Taxation” means any claim, notice, demand, assessment, letter or
other document made or issued or any action taken or omission made by or on behalf of the Revenue Commissioners or any revenue
or fiscal authorities, customs and excise authorities or any other statutory or governmental authority, agency, body or official
whatsoever in any part of the world whereby the Company is or may be placed or sought to be placed under a Liability to Taxation
(whether or not it is primarily payable by the Company and whether or not the Company has or may have any right of reimbursement);



 


		1.3.	“Company” means each of the companies described in SCHEDULE 2;



 


		1.4.	“Covenantor’s Group” means the Covenantor or any subsidiary or holding
company of the Covenantor, (as defined in s.155 CA,1963);



 


		1.5.	“Liability to Taxation” means any liability whatsoever to make a payment of
or in respect of Taxation, or:-



 


		1.5.1.	the loss, cancellation, non-availability, reduction, counteracting or clawing back of or failure
to obtain any Relief which would otherwise have been available to the Company at Completion;



 


		1.5.2.	the nullifying, cancellation, set-off or reduction of a right to repayment of Taxation which would
otherwise have been available to the Company at Completion; and



 


		1.5.3.	the setting off against income profits or gains that were earned accrued or received on or before
Completion, or against any liability to make a payment of or in respect of Taxation, of any Relief which was not available at Completion,
but which arises in respect of any event occurring after Completing, in circumstances where, but for such setting off, the Company
would have had an actual liability to make a payment of or in respect of Taxation and the Purchaser would have been able to make
a claim against the Covenantor under this Deed.



 




    	 



    	 



    

 


For the purpose of this Clause
the amount of any Liability to Taxation shall be deemed to be equal to:-


 


		1.5.3.1.	In the case of a liability to make a payment of or in respect of Taxation, the amount of the Taxation.



 


		1.5.3.2.	In the case of a Liability to Taxation falling within sub-Clauses 1.5.1. and 1.5.2. the amount
of Taxation which would have or has been saved by availing of the Relief so lost, cancelled, not available, reduced, counteracted,
clawed back or used with such saving to be calculated applying the rate of Taxation applicable at the date of Completion.



 


		1.5.3.3.	In the case of Liability to Taxation within sub-Clause 1.5.2. the amount of repayment which would
otherwise have been obtained but for the nullifying, cancellation, set off or reduction. The Liability to Taxation falling due
on the date on which the resulting repayment would have been received, or where such repayment was dependent upon the making of
an application or the satisfaction of some other condition, the earliest date upon which such application could have been made
or such condition satisfied.



 


		1.6.	“Relief” means any relief, allowance, exemption, credit, deduction or set-off
of whatsoever nature to the Company;



 


		1.6.1.	in computing any Liability to Taxation or any credit against Taxation; or



 


		1.6.2.	in computing or against any profit, income, gain or receipt of whatsoever nature howsoever arising.



 




    	 



    	 



    

 


		1.7.	“Representative” means Darren Daly of ByrneWallace Solicitors or such other
person or firm as may from time to time be notified in writing by the Covenantor (or the majority of them) to the Company.



 


		1.8.	“Taxation” or “Tax” means all forms of taxation, duties,
imposts, levies, withholding, rates and charges of whatsoever nature whether of Ireland or elsewhere in any part of the world wherever
or whenever created or imposed including, without prejudice to the generality of the foregoing, income tax, corporation tax, capital
gains tax, dividend withholding tax, gift tax, inheritance tax, deposit interest retention tax, value added tax, PAYE, subcontractors
tax, sales tax, customs and other import and export duties, excise duties, capital duty, property tax, rates, pay-related social
insurance or other similar contributions and generally all taxes, duties, imposts, withholdings, levies, rates and charges whatsoever
on or in relation to income, profits, gains, sales, receipts, use or occupation and any taxes, duties, imposts, withholdings, levies,
rates and charges supplementing or replacing any of the foregoing and any interest charges, surcharges, fines, penalties, costs
and expenses in connection with any of the foregoing.



 


		2.	INDEMNITIES



 


		2.1.	Covenantor’s Indemnity



 


Subject to Clause 3 hereof and
in consideration of the Purchase Consideration payable to the Vendor under the Agreement the Covenantor hereby covenants with and
undertakes to the Purchaser to indemnify and keep indemnified the Purchaser from and against:-


 


		2.1.1.	any Liability to Taxation arising wholly or partly by reference to or in connection with any Claim
for Taxation or any Liability to Taxation in respect of, by reference to or in consequence of:-



 




    	 



    	 



    

 


		2.1.1.1.	any act, omission, event or transaction or series of transactions wholly or partly occurring or
entered into on or before the date of this Deed; or



 


		2.1.1.2.	any income, profit, gain or receipt earned, accrued or received or deemed to have been earned,
accrued or received on or before the date of this Deed; or



 


		2.1.1.3.	any dividend or distribution paid or made or deemed to have been paid or made on or before the
date of this Deed;



 


		2.1.1.4	any settlement of any Claim for Taxation in respect of, by reference to or in consequence of, any
of the matters referred to in Clause 2.1.1; and



 


		2.1.1.5	all reasonable costs and expenses properly incurred in relation to any demands, actions, proceedings
and claims in respect of any Liability to Taxation or Claim for Taxation in respect of any of the matters referred to in Clause
2.1.1.



 


		2.2.	Purchaser’s Indemnity



 


The Purchaser hereby covenants
with the Covenantor to pay the Covenantor an amount equivalent to any Taxation which any member of the Covenantor’s Group
becomes liable to pay as a result of any transaction involving the Company after Completion, except any transaction completed after
Completion pursuant to a legally binding obligation or arrangement entered into by the Company on or before Completion.


 


		3.	EXCLUSIONS



 


The indemnities contained in
Clause 2 hereof shall not apply to any Liability to Taxation or Claim for Taxation to the extent that:-


 




    	 



    	 



    

 


		3.1.	specific provision or reserve has been made in the Accounts in respect of such Liability to Taxation
or Claim for Taxation or was specifically referred to in the notes thereto;



 


		3.2.	such Liability to Taxation or Claim for Taxation arises or is increased as a result only of any
increase in rates of Taxation made after the date of this Deed with retrospective effect;



 


		3.3.	such Liability to Taxation or Claim for Taxation would not have arisen but for a voluntary act
or transaction carried out by the Purchaser or the Company without the consent of the Representative and which the Purchaser or
the Company outside the normal course of business was (or ought to have been) aware could give rise to such Liability to Taxation;



 


		3.4.	the loss occasioned has been recovered pursuant to any claim under the Warranties;



 


		3.5.	it corresponds to an increase in the value of the assets of any other Company, resulting from a
reduction in its Liability to Taxation (except insofar as the increase is attributable to any decrease in rates of Taxation, or
variation in the method of application or calculation of the rate of Taxation, made after the date of the Agreement);



 


		3.6.	such Liability to Taxation or Claim for Taxation arises from a matter fully and fairly disclosed
in the Disclosure Letter.



 


		4.	COVENANTOR PROTECTION PROVISIONS



 


		4.1.	The liability of the Covenantor under this Deed of Indemnity shall cease on the expiration of five
years from the date hereof, save as regards an alleged liability under this Deed of which notice in writing (containing details
of the event or circumstance giving rise to the liability, and an estimate (where available) of the amount of liability which may
result) has been given to the Covenantor prior to that date.



 




    	 



    	 



    

 


		4.2.	The total liability of the Covenantor under this Deed of Indemnity, and any liability of the Covenantor
for any warranty in the Agreement that relates to Tax, shall not in aggregate, in any event exceed the total amount of the Purchase
Consideration under the Agreement as paid by the Purchaser as at the date of the relevant claim under this Deed of Indemnity or
the Agreement.



 


		4.3.	Where there is a Claim For Taxation, the Purchaser and the Company shall in addition to any other
requirement under this Deed of Indemnity;



 


		4.3.1.	fully and promptly notify the Covenantor of the applicable Claim For Taxation;



 


		4.3.2.	take all reasonable steps to mitigate any loss or liability in respect of any such Claim For Tax.



 


		4.4.	Except in the case of fraud or wilful misconduct, the Covenantor shall have no liability under
this Deed of Indemnity unless, the Purchaser or the Company having given notice of a claim as required by Clause 4.1, the
Purchaser and/or the Company serve proceedings on the Covenantor in respect of such claim within 6 months of the date of such notice;
or if later, in the case of a contingent liability, six (6) months of that contingent liability becoming actual or in either case,
such longer period as the Covenantor may agree in writing.



 


		5.	PAYMENT



 


		5.1.	The Covenantor further covenants with and undertakes to the Purchaser to indemnify and keep indemnified
the Purchaser in respect of any and all Liability to Taxation on, or in respect of, any sums paid pursuant to Clause 2 hereof or
otherwise, so that the amount so payable shall be grossed up by such amount as will ensure that after payment of any Taxation on
or in respect of such amount there shall be left a sum equal to the Liability to Taxation that would otherwise be payable were
the payment not subject to Taxation.



 




    	 



    	 



    

 


		5.2.	All sums payable by the Covenantor to the Purchaser under this Deed shall be paid free and clear
of all deductions and withholdings and free and clear of any set-off or counter claim provided, however, that if any deduction
or withholding is required by law, the Covenantor shall pay to the relevant party hereto such additional amount as shall be required
to ensure that the net amount received by such party shall equal the full amount which that party would have been entitled to receive
if no such deduction or withholding had been made and further provided that such a sum has not been recovered under sub-Clause
5.1 above.



 


		5.3.	Any payments made by the Covenantor hereunder shall constitute a repayment and a reduction of the
consideration payable for the Shares under the Agreement.



 


		5.4.	The Covenantor shall pay the Purchaser any payment due hereunder within 21 days of the determination
of the amount therefore pursuant to the provisions of this Deed whether or not any payment shall be been made to the Revenue Commissioners
or other fiscal authority.



 


		6.	CONDUCT OF CLAIMS AND APPEALS



 


		6.1.	The Company shall notify the Representative in writing of any Claim for Taxation which comes to
its notice, from which it appears that the Covenantor is, or may become, liable to indemnify the Purchaser under this Deed. Where
a time limit for appeal applies to the Claim for Taxation, the notification shall be given as soon as reasonably possible after
the date on which the Claim for Taxation comes to the notice of the Company or the Purchaser, but, where no limit applies or the
period to which the limit relates has not commenced, the notification shall be given within 15 Business Days of that date.



 




    	 



    	 



    

 


		6.2.	The Company shall ensure that a Claim for Taxation to which Clause 6.1 applies, is, so far as reasonably
practicable, dealt with separately from claims to which it does not apply and that no Liability to Taxation arising from the Claim
for Taxation is accepted or discharged prematurely, and for this purpose any payment made by the Company to avoid incurring interest
or any penalty in respect of unpaid taxation shall be deemed not to be made prematurely.



 


		6.3.	Subject to Clause 6.6, the Company may, at its discretion, at the request in writing of the Representative,
permit the Covenantor to dispute on behalf of the Company any Claim for Taxation falling within Clause 6.1 and may render or cause
to be rendered to the Covenantor at the expense of the Covenantor all such assistance as the Covenantor may reasonably require
in disputing any Claim for Taxation



 


		6.4.	Subject to Clause 6.5 the Representative shall be entitled on behalf of the Company to instruct
such solicitors or other professional advisors as the Representative may nominate to act on behalf of the Covenantor or the Company
to the intent that the conduct and costs and expenses of the dispute shall be delegated entirely to and be borne solely by the
Covenantor.



 


		6.5.	In connection with the conduct of any dispute relating to a Claim for Taxation (to which Clause
6.1 applies):-



 


		6.5.1.	the Covenantor shall procure that the Representative shall consult with and keep the Company fully
informed of all relevant matters at all times and that the Representative shall promptly forward or procure to be forwarded to
the Company copies of all correspondence and other written communications pertaining to it;



 




    	 



    	 



    

 


		6.5.2.	the appointment of solicitors or other professional advisors shall be subject to the approval of
the Company which approval shall not be unreasonably withheld or delayed;



 


		6.5.3.	the Covenantor shall make no settlement or compromise of the dispute or agree any matter in its
conduct which is likely to affect the amount of the resulting Liability to Taxation or the future Liability to Taxation of the
Company without the prior approval of the Company;



 


		6.5.4.	all correspondence and communication between the Covenantor and the Revenue Commissioners or any
other relevant fiscal authority shall be subject to the prior approval in writing of the Purchaser;



 


		6.5.5.	if any dispute arises between the Purchaser and/or Company and the Representative as to whether
any Claim for Taxation should at any time be settled in full or contested in whole or in part the dispute shall be referred to
the determination of a Senior Counsel appointed by agreement between the Company and the Representative (or if they do not agree,
upon the application by either party, by the President for the time being of the Law Society of Ireland). The determination of
such Counsel shall be final and binding upon the parties. The Counsel shall be asked to advise whether, in his opinion, an appeal
against the Claim for Taxation would, on the balance of probabilities be likely to succeed and as to how the costs of the dispute
between the Representative and the Company shall be allocated between the Covenantor and the Purchaser and/or the Company. Only
if his opinion is in the affirmative shall an appeal be made and that Claim for Taxation not settled. Any further dispute arising
between the Covenantor and the Purchaser and/or the Company as to whether any further appeal shall be pursued following determination
of an earlier appeal (whether or not in favour of the Company) shall be resolved in a similar manner. The foregoing provisions
shall apply mutatis mutandis as regards any Claim for Taxation relating to the UK and or Dutch subsidiary companies.



 




    	 



    	 



    

 


		6.6.	The Covenantor shall, at the request of the Purchaser, provide to the reasonable satisfaction of
the Purchaser security or indemnities, or both, in respect of the costs and expenses of disputing any Claim for Taxation.



 


		6.7.	The Purchaser and/or Company shall not be subject to any claim by, or liability to, any of the
Covenantor on the ground that it has not complied with the foregoing provisions of this Clause if it has bona fide acted in accordance
with the instructions or approval of the Representative.



 


		6.8.	The Company shall permit the Covenantor and their advisors to have reasonable access to its records
and the reasonable assistance of its employees, to enable the Covenantor to carry on the conduct of disputing Claims for Taxation
in accordance with the foregoing provisions of this Clause.



 


		6.9.	The Covenantor shall enter into a confidentiality and non-disclosure agreement with the Purchaser
on such terms as are acceptable to the Purchaser prior to taking any permitted steps in relation to any Claim for Taxation.



 


		7.	BINDING ON SUCCESSORS



 


This Deed shall be binding upon
and inure to the benefit of the respective parties hereto and their respective personal representatives, successors and permitted
assigns.


 




    	 



    	 



    

 


		8.	WAIVER, RELEASE AND REMEDIES



 


		8.1.	A waiver by the Purchaser or the Company (as the case may be) of any breach by any party hereto
of any of the terms provisions or conditions of this Deed or the acquiescence of the Purchaser or the Company (as the case may
be) in any act (whether commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute
a general waiver of such term, provision or condition or an acquiescence to any subsequent act contrary thereto.



 


		8.2.	Any remedy or right conferred upon the Purchaser for breach of this Deed shall be in addition to
and without prejudice to all other rights and remedies available to it whether pursuant to the Agreement or provided for by law.



 


		8.3.	No failure or delay by the Purchaser or the Company in exercising any claim, remedy, right, power
or privilege under this Deed shall operate as a waiver nor shall a single or partial exercise of any claim, remedy, right, power
or privilege preclude any further exercise thereof or exercise of any other claim, right, power or privilege.



 


		8.4.	Any liability of any party hereto to the Purchaser under the provisions of this Deed may in whole
or in part be released, varied, postponed, compounded or compromised by the Purchaser in its absolute discretion as regards any
other party under such liability without in any way prejudicing or affecting its rights against any other party hereto under the
same or a like liability. Should any provision of this Deed transpire not to be enforceable against any of the parties hereto,
such non-enforceability shall not render such provision unenforceable against any other party hereto.



 


		9.	COUNTERPARTS



 


This Deed may be executed in
any number of counterparts and by the different parties hereto on separate counterparts each of which when executed and delivered
shall constitute an original and all such counterparts together constituting but one and the same instrument.


 




    	 



    	 



    

 


		10.	ASSIGNMENT



 


This Deed shall not be assignable
in whole or in part by the Covenantor but the Purchaser shall be entitled to assign and transfer all or any of its rights and obligations
hereunder and such assignee or transferee shall be entitled to enforce the same against the Covenantor or any of them as if it
were named in this Deed as the Purchaser.


 


		11.	NOTICES



 


		11.1.	All notices or other communication whether required or permitted to be given hereunder shall be
given in writing and shall be either personally delivered to the addressee or sent by internationally recognised overnight courier
service. Any party hereto may notify all the other parties hereto in writing of a change of address. If a notice is delivered personally,
such communication shall be deemed to have been delivered upon actual receipt; and if sent by overnight courier, such communication
shall be deemed to have been received upon receipt.



 


		11.2.	For all purposes of this Deed, a notice served on the Representative shall be deemed to be service
on the Covenantor.



 


		12.	VARIATION



 


No variation of this Deed shall
be valid unless it is in writing and signed by or on behalf of each of the parties hereto.


 


		13.	SEVERABILITY



 


Each of the provisions of this
Deed is separate and severable and enforceable accordingly and if at any time any provision is adjudged by any court of competent
jurisdiction to be void or unenforceable the validity, legality and enforceability of the remaining provisions hereof or of that
provision in any other jurisdiction shall not in any way be affected or impaired thereby.


 




    	 



    	 



    

 


		14.	GOVERNING LAW AND JURISDICTION



 


This Deed shall be governed by
and construed in accordance with the laws of Ireland. Each of the parties hereto hereby agrees for the benefit of the Purchaser
and the Company and without prejudice to the right of the Purchaser and the Company to take proceedings in relation hereto before
any other court of competent jurisdiction, that the courts of Ireland shall have jurisdiction to hear and determine any suit, action
or proceedings that may arise out of or in connection with this Deed and for such purposes irrevocably submits to the jurisdiction
of such courts.


 


IN WITNESS whereof this Deed has been duly executed on
the date shown at the beginning of this Deed.


 




    	 



    	 



    

 


SCHEDULE 1


 


the covenantor


 


Gutteridge Limited, having its registered offices at Soft-Ex
House, South County Business Park, Leopardstown, Dublin 18.


 




    	 



    	 



    

 


SCHEDULE 2


THE COMPANY


 


	Name of	 	Jurisdiction of	 	Company	 	Registered Office
	Company	 	Registration	 	Reg. No.	 	 
	 	 	 	 	 	 	 
	1. Soft-Ex Communications	 	 	 	 	 	 
	Ltd.	 	Ireland	 	142179	 	Soft-ex House, South

 County Business Park,

 Foxrock, Dublin 18
	 	 	 	 	 	 	 
	2. Tambrake Ltd	 	Ireland	 	256263	 	Softech Telecom, South

 County Business Park,

 Foxrock, Dublin 18
	 	 	 	 	 	 	 
	3. Soft-Ex UK	 	UK	 	03025671	 	3B Juno House,

 Calleva Park,

 Aldermaston, Berkshire,

 RG7 8RA
	 	 	 	 	 	 	 
	4. Soft-Ex BV	 	Holland	 	24305006	 	Stoomloggerweg 4D

 Vlaardingen,

 Netherland


 




    	 



    	 



    

 


	PRESENT when the common seal of 	 
	GUTTERIDGE LIMITED	 
	was affixed hereto:-	 
	 	 
	 	Director
	 	 
	 	Director/Secretary
	 	 
	WIDEPOINT GLOBAL SOLUTIONS INC.	 
	 	 
	By Steve Komar,	 
	President,	 
	WidePoint Global Solutions Inc.