EXHIBIT 10.1
ESCROW AGREEMENT
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THIS ESCROW AGREEMENT (this "AGREEMENT") made as of this __day
of February 2005 by and among Xxxxxxxx Technologies, Inc., a Florida corporation
("XXXXXXXX"), Technest Holdings, Inc., a Nevada corporation ("TECHNEST" and
together with Xxxxxxxx, the "Xxxxxxxx Parties"), Genex Technologies, Inc., a
Maryland corporation (GENEX"), Xxxxx Xxxx, an individual residing at [ADDRESS]
(the "SELLER"), and Wilmington Trust Company, a Delaware banking corporation.,
as escrow agent (the "ESCROW AGENT").
W I T N E S S E T H:
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WHEREAS, Xxxxxxxx, Technest, Genex, and the Seller, are
parties to an Agreement and Plan of Merger dated as of the date hereof (the
"MERGER AGREEMENT"; capitalized terms used but not defined herein have the
meaning assigned to such terms in the Merger Agreement), which, among other
matters, provides for the escrow of a portion of the Merger Consideration for
the acquisition by Technest of the capital stock of Genex (the "TRANSACTION");
WHEREAS, pursuant to SECTION 2.1.8 of the Merger Agreement,
the parties have agreed to deposit a number of the Xxxxxxxx Shares having a
value equal to $2,000,000 based on the Stock Price (as defined in the Merger
Agreement) with the Escrow Agent to be held in escrow pursuant to the terms of
this Agreement (the "ESCROW SHARES");
NOW, THEREFORE, in consideration of the promises and the
mutual covenants and agreements herein contained, the parties hereto agree as
follows:
1.CREATION OF ESCROW. Xxxxxxxx, Technest, Genex, and the Seller hereby
appoint the Escrow Agent to serve as agent for the purpose of holding the Escrow
Shares and the Escrow Agent accepts such appointment upon the terms and
conditions set forth herein. Simultaneously with the execution of this
Agreement, Technest has delivered the Escrow Shares to the Escrow Agent and the
Escrow Agent acknowledges receipt of the Escrow Shares.
2.DISTRIBUTIONS OF ESCROW SHARES. The Escrow Agent shall not distribute
all or any portion of the Escrow Shares to any party, except in accordance with
this SECTION 2.
2.1 DISTRIBUTIONS TO XXXXXXXX OR TECHNEST FOR BREACHES OF
REPRESENTATIONS, WARRANTIES OR COVENANTS.
(a) NOTICES OF CONTRACT CLAIMS. If Xxxxxxxx or Technest has
suffered, or believes with reasonable certainty will suffer, a loss resulting
from the breach of any representation, warranty or covenant made by Genex or the
Seller in the Merger Agreement (other than for claims pursuant to SECTION 2.2 OR
2.3), then, at any time prior to the first anniversary of the Closing Date,
Technest may deliver to the Escrow Agent a written notice (a "NOTICE OF CONTRACT
CLAIM") setting forth in reasonable detail the nature of the claim and an
estimate of the number of Escrow Shares which Technest believes it is, at that
time, or will be, entitled to be paid pursuant to the Merger Agreement (the
"BREACH INDEMNITY Shares"). Technest shall send a copy of the Notice of Contract
Claim to the Seller at the same time that such Notice of Contract Claim is sent
to the Escrow Agent. In no event shall the number of Breach Indemnity Shares
exceed the number of Escrow Shares having a value equal to $900,000, as
calculated pursuant to SECTION 2.5 hereof.
(b) DISPUTE NOTICES. The Escrow Agent will release to Technest
the Breach Indemnity Shares set forth in a Notice of Contract Claim, as soon as
practicable, but no earlier than twenty one (21) Business Days following receipt
by the Escrow Agent of such Notice of Contract Claim; PROVIDED, HOWEVER, THAT if
within the period of twenty (20) Business Days following receipt by the Escrow
Agent of such Notice of Contract Claim, the Escrow Agent shall have received
from the Seller a written notice (a "BREACH DISPUTE NOTICE") stating that the
Seller disputes in good faith the validity of or the number of Breach Indemnity
Shares specified in such Notice of Contract Claim or any portion thereof (a
"BREACH DISPUTED AMOUNT") and providing in reasonable detail the reasons
therefor, the Escrow Agent shall not pay any such Breach Disputed Amount, with
respect to such disputed breach, to Technest other than pursuant to SECTION 2.5
of this Agreement. Seller shall send a copy of each Breach Dispute Notice to
Technest at the same time that such Breach Dispute Notice is sent to the Escrow
Agent. For purposes of this Agreement, the term "BUSINESS DAY" means any day
(other than a Saturday or Sunday) on which (A) the New York Stock Exchange is
open and (B) banks are not authorized or required to close in Boston,
Massachusetts or Wilmington, Delaware.
(c) If the Escrow Agent shall not have received a Breach
Dispute Notice with respect to the amount specified in a Notice of Contract
Claim, or any portion thereof, within the period of twenty (20) Business Days
following its receipt of such Notice of Contract Claim, the Seller shall be
forever barred and precluded from contesting in any manner or forum whatsoever
the distribution of Escrow Shares on account of such amount not so disputed.
2.2 DISTRIBUTIONS TO TECHNEST FOR LOSSES INCURRED IN CONNECTION WITH
THE DCAA AUDIT.
(a) NOTICES OF DCAA CLAIMS. If, on or before the third
anniversary of the Closing Date, the DCAA or any Governmental Entity informs
Genex or the Surviving Corporation that the DCAA Audit (as defined in the Merger
Agreement) has been concluded (the date of such notice from the DCAA referred to
herein as the "DCAA AUDIT DETERMINATION DATE") and (a) any portion of the
invoices which are the subject of the DCAA Audit will not be paid or is disputed
by the DCAA or relevant Governmental Entity and (x) such dispute is not resolved
by payment in full within sixty (60) days of the notice of such dispute or (y)
any such disputed amount is not paid to the Surviving Corporation by the Seller
in accordance with SECTION 7.3 of the Merger Agreement within sixty (60) days of
the notice of such dispute, and/or (b) the Surviving Corporation or a Xxxxxxxx
Party has suffered or with reasonable certainty believes it will suffer, a loss
resulting from the DCAA Audit, then, at any time, Technest may deliver to the
Escrow Agent a written notice (a "NOTICE OF DCAA CLAIM") setting forth in
reasonable detail the nature of the claim and an estimate of the number of
Escrow Shares to which Technest believes it is, at that time, or will be,
entitled to be paid pursuant to the Merger Agreement (the "DCAA AUDIT INDEMNITY
SHARES"). Technest shall send a copy of the Notice of DCAA Claim to the Seller
at the same time that such Notice of DCAA Claim is sent to the Escrow Agent.
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(b) DISPUTE NOTICES. The Escrow Agent will release to Technest
the DCAA Audit Indemnity Shares set forth in the Notice of DCAA Claim, as soon
as practicable, but in no event earlier than twenty one (21) Business Days
following receipt by the Escrow Agent of such Notice of DCAA Claim; PROVIDED,
HOWEVER, THAT if within the period of twenty (20) Business Days following
receipt by the Escrow Agent of such Notice of DCAA Claim, the Escrow Agent shall
have received from the Seller a written notice (a "DCAA DISPUTE NOTICE") stating
that the Seller disputes in good faith the validity or the amount specified in
such Notice of DCAA Claim or any portion thereof (a "DCAA DISPUTED AMOUNT" and
together with any Breach Disputed Amounts, the "DISPUTED AMOUNTS") and providing
in reasonable detail the reasons therefor, the Escrow Agent shall not pay any
such DCAA Disputed Amount to Technest other than pursuant to SECTION 2.5 of this
Agreement. Seller shall send a copy of each DCAA Dispute Notice to Technest at
the same time that such DCAA Dispute Notice is sent to the Escrow Agent.
(c) If the Escrow Agent shall not have received a DCAA Dispute
Notice with respect to the amount specified in a Notice of DCAA Claim, or any
portion thereof, within the period of 20 Business Days following its receipt of
such Notice of DCAA Claim, the Seller shall be forever barred and precluded from
contesting in any manner or forum whatsoever the distribution of Escrow Shares
on account of such amount not so disputed.
2.3 REIMBURSEMENT TO THE SELLER FOR INVOICES PAID. If, on or before the
Final Distribution Date, Technest receives payment in full from the Seller for
all Bad Debt (as defined in the Merger Agreement) in accordance with Section 7.3
of the Merger Agreement, Technest shall send written notice to the Escrow Agent
(the "NOTICE OF BAD DEBT PAID") setting forth the number of Escrow Shares having
a value (as calculated in accordance with SECTION 2.6) equal to the Bad Debt
Payment (as defined in the Merger Agreement) and the Escrow Agent will release
to the Seller the number of Escrow Shares set forth in the Notice of Bad Debt
Paid, as soon as practicable.
2.4 RELEASE OF ESCROW FUNDS TO THE SELLER.
(a) If the DCAA Audit Determination Date occurs prior to the
first anniversary of the Closing Date, then promptly following the DCAA Audit
Determination Date, (i) Technest shall send a written notice to the Escrow Agent
instructing the Escrow Agent (A) to release to the Genex Stockholder fifty
percent (50%) of the Escrow Shares then held in the Escrow Fund, less any
Withheld Amounts (as defined below) as soon as practicable and (B) to release to
the Genex Stockholder the balance of the Escrow Fund to the Genex Stockholder,
less any Withheld Amounts, on the first anniversary of the Closing Date.
(b) If the DCAA Audit Determination Date occurs on or after
the first anniversary of the Closing Date and prior to the third anniversary of
the Closing Date, then promptly following DCAA Audit Determination Date, (i)
Technest shall send a written notice to the Escrow Agent, instructing the Escrow
Agent to release to the Genex Stockholder, the Escrow Shares then held in the
Escrow Fund, less any Withheld Amounts, as soon as practicable.
(c) Upon receipt of a notice described in SECTION 2.4(A) AND
(B) above, the Escrow Agent shall release the Escrow Shares, less any Withheld
Amounts, to the Genex Stockholder in the amounts and on the dates set forth in
such notice.
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(d) If any Escrow Shares are remaining in the Escrow Fund on
the third anniversary of the Closing Date, the Escrow Agent shall promptly
release such Escrow Shares to the Genex Stockholder, less any Withheld Amounts
(the "FINAL DISTRIBUTION DATE").
(e) The term "WITHHELD AMOUNTS" shall mean the aggregate of
(x) all Disputed Amounts not paid or otherwise resolved, and (y) all other
amounts specified in any Notice of Contract Claims, Notices of DCAA Claims, and
Notice of Bad Debt Paid received by the Escrow Agent and not released to
Technest or the Genex Shareholder, as the case may be. Upon receipt by the
Escrow Agent after the Final Distribution Date of a notice from Technest and the
Seller that the Withheld Amounts have been paid from the Escrow Shares or
otherwise resolved, any Escrow Shares then remaining will be released to the
Seller.
2.5 DISPUTED AMOUNTS. Upon receipt by the Escrow Agent of a written
notice (a "RESOLUTION NOTICE") from Technest and/or the Seller with respect to a
Disputed Amount specifying the amount of such Disputed Amount to which Technest
or any of its subsidiaries or affiliates is entitled, accompanied by (i) a fully
executed written agreement among Technest and the Seller with respect to such
Disputed Amount or (ii) a certified copy of a final, nonappealable order of a
court or arbitrator or tribunal of arbitrators of competent jurisdiction
determining that Technest is entitled to indemnification, the Escrow Agent shall
pay to Technest from the Escrow Funds the amount to which Technest, or any of
its subsidiaries or affiliates, as the case may be, is entitled, if any.
2.6 CALCULATION OF THE VALUE OF THE ESCROW SHARES. For the purpose of
determining the number of Escrow Shares to be held in reserve or released to
either Technest or the Seller, as the case may be, the value of such Xxxxxxxx
Shares shall be based on the average volume-weighted closing price of the
Xxxxxxxx Shares on the OTC Bulletin Board for the ten (10) trading days prior to
the day before the date of such calculation. [Such value shall be communicated
to Escrow Agent in a written notice executed by both Technest and the Seller.]
3. THE ESCROW AGENT.
3.1 RESIGNATION; REMOVAL.
(a) The Escrow Agent may resign as escrow agent under this
Agreement and thereby become discharged from the obligations hereby created at
any time upon notice in writing given to Technest, Genex and the Seller. Such
resignation shall be effective as of the date set forth in such notice.
Thereafter, Escrow Agent shall have no further obligation hereunder except to
hold the Escrow Shares pending delivery to the successor escrow agent in
accordance with SECTION 3.1(C) or the clerk of a court in accordance with
SECTION 3.1(D).
(b) The Escrow Agent may be removed at any time by an
instrument in writing delivered to the Escrow Agent and signed by Technest Genex
and the Seller. Thereafter, Escrow Agent shall have no further obligation
hereunder except to hold the Escrow Shares pending delivery to the successor
escrow agent in accordance with SECTION 3.1(C) or the clerk of a court in
accordance with SECTION 3.1(D).
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(c) If at any time hereafter the Escrow Agent shall give
notice of its resignation pursuant to SECTION 3.1(A) hereof, shall be removed
pursuant to SECTION 3.1(B) hereof, or shall be dissolved or otherwise become
incapable of acting, or the position of the Escrow Agent shall become vacant for
any other reason, Technest, Genex and the Seller agree that they will jointly
and promptly appoint a successor escrow agent. Upon such appointment such
successor shall execute, acknowledge and deliver to its predecessor, and also to
Technest, Genex and the Seller an instrument in writing accepting such
appointment hereunder and agreeing to be bound by the terms and provisions of
this Agreement. Thereupon such successor Escrow Agent, without any further act,
shall become fully vested with all the rights, immunities, and powers, and shall
be subject to all of the duties and obligations of its predecessor and such
predecessor Escrow Agent shall promptly deliver the Escrow Shares to such
successor.
(d) In the event that a successor Escrow Agent has not been
appointed within 30 days of the date of any such resignation, removal,
dissolution, incapacity or vacancy, the Escrow Agent's sole responsibility shall
thereafter be to hold the Escrow Shares until the earlier of its receipt of
designation of a successor Escrow Agent, a joint written instruction by
Technest, Genex and the Seller, or termination of this Agreement in accordance
with its terms.
(e) In the event the Escrow Agent is merged or consolidated
with any other entity, and as a result thereof the Escrow Agent ceases to exist
as a separate entity or if the Escrow Agent sells all or substantially all of
its business to another entity, then such surviving or acquiring entity, without
any further act, shall become fully vested with all the rights, immunities, and
powers, and shall be subject to all of the duties and obligations of the Escrow
Agent.
3.2 FEES. The Escrow Agent's fees and expenses (including the
reasonable fees, expenses and disbursements of its counsel) in acting hereunder
shall be paid by Technest upon execution of this Agreement and from time to time
thereafter as reasonable compensation for the services to be rendered hereunder.
3.3 RIGHT TO RELY; INDEMNITY; PERFORMANCE; LIMITATION OF LIABILITY OF
ESCROW AGENT.
(a) The Escrow Agent undertakes to perform only such duties as
are expressly set forth herein and no duties shall be implied. The Escrow Agent
shall have no liability under and no duty to inquire as to the provisions of any
agreement other than as expressly set forth in this agreement. The Escrow Agent
shall not be liable for any action taken or omitted by it in good faith. The
Escrow Agent's sole responsibility shall be for the safekeeping and disbursement
of the Escrow Shares in accordance with the terms of this Agreement. The Escrow
Agent shall have no implied duties or obligations and shall not be charged with
knowledge or notice of any fact or circumstance not specifically set forth
herein. The Escrow Agent may rely upon any notice, instruction, request or other
instrument, not only as to its due execution, validity and effectiveness, but
also as to the truth and accuracy of any information contained therein, which
the Escrow Agent shall believe to be genuine and to have been signed or
presented by the person or parties purporting to sign the same. In no event
shall the Escrow Agent be liable for incidental, indirect, special,
consequential or punitive damages (including, but not limited to lost profits),
even if the Escrow Agent has been advised of the likelihood of such loss or
damage and regardless of the form of action. The Escrow Agent shall not be
obligated to take any legal action or commence any proceeding in connection with
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the Escrow Shares, this Agreement or the Merger Agreement, or enter an
appearance in, prosecute or defend any such legal action or proceeding. The
Escrow Agent may consult legal counsel selected by it, which may include
consultation with any of its partners, in the event of any dispute or question
as to the construction of any of the provisions hereof or of any other agreement
or of its duties hereunder, or relating to any dispute involving any party
hereto, and shall incur no liability and shall be fully indemnified by Technest,
Genex and the Seller jointly and severally, from any liability whatsoever in
acting in accordance with the opinion or instruction of such counsel. Technest,
Genex and the Seller, jointly and severally, shall promptly pay, upon demand,
the reasonable fees and expenses of any such counsel.
The Escrow Agent is authorized, in its sole discretion, to
comply with orders issued or process entered by any court with respect to the
Escrow Shares, without determination by the Escrow Agent of such court's
jurisdiction in the matter. If any portion of the Escrow Shares are at any time
attached or levied upon under any court order, or in case the assignment,
transfer, conveyance or delivery of any Escrow Shares shall be stayed or
enjoined by any court order, or in the case any order, judgment or decree shall
be made or entered by any court affecting such Escrow Shares or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ, judgment or
decree which it is advised by legal counsel selected by it, including advice
from its partners, that is binding upon it without the need for appeal or other
action; and if the Escrow Agent complies with any such order, writ, judgment or
decree, it shall not be liable to any of the parties hereto or to any other
person or entity by reason of such compliance even though such order, writ,
judgment or decree may be subsequently reversed, modified, annulled, set aside
or vacated.
(b) From and at all times after the date of this Agreement,
Technest, Genex and the Seller jointly and severally, shall, to the fullest
extent permitted by law, indemnify and hold harmless the Escrow Agent and each
partner, officer, employee, attorney, agent and affiliate of the Escrow Agent
(collectively, the "INDEMNIFIED PARTIES") against any and all actions, claims
(whether or not valid), losses, damages, liabilities, costs and expenses of any
kind or nature whatsoever (including without limitation reasonable attorneys'
fees, costs and expenses) incurred by or asserted against any of the Indemnified
Parties from and after the date hereof, whether direct, indirect or
consequential, as a result of or arising from or in any way relating to any
claim, demand, suit, action or proceeding (including any inquiry or
investigation) by any person, including without limitation Technest, Genex and
the Seller whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any person under any statute or regulation, including,
but not limited to, any federal or state securities laws, or under any common
law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of
this Agreement or any transactions contemplated herein, whether or not any such
Indemnified Party is a party to any such action, proceeding, suit or the target
of any such inquiry or investigation; PROVIDED, HOWEVER, that no Indemnified
Party shall have the right to be indemnified hereunder for any liability finally
determined by a court of competent jurisdiction, subject to no further appeal,
to have resulted solely from the willful misconduct of such Indemnified Party.
The obligations Technest, Genex and the Seller under this SECTION 3(B) shall
survive any termination of this Agreement.
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The parties agree that the payment by Technest, Genex or the
Seller of any claim by the Escrow Agent for indemnification hereunder shall not
impair, limit, modify, or affect, as between Technest, Genex and the Seller the
respective rights and obligations of Technest, on the one hand, Genex and the
Seller, on the other hand, under the Merger Agreement.
(c) In the event of any dispute among any of the parties to
this Agreement, including with respect to any party's claim to all or a portion
of the Escrow Shares, or the interpretation or administration of this Agreement,
the Escrow Agent shall not comply with any such claims or demands from Seller,
Xxxxxxxx, Techest, or Genex as long as any such dispute may continue, and in so
refusing, the Escrow Agent shall make no delivery or other disposition of any
property then held by it under this Agreement until it has received a final
court order from a court of competent jurisdiction directing disposition of such
property or as may be directed by the joint written instructions of Seller,
Xxxxxxxx, Technest and Genex. In no event shall the Escrow Agent be under any
duty whatsoever to institute, defend or actively participate in any action or
proceeding.
4. Miscellaneous
4.1 EXPENSES. Each of Technest, Genex and the Seller shall pay its own
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby.
4.2 NOTICES. All notices and other communications hereunder shall be in
writing and shall be effective when received, and shall be hand delivered or
sent by Federal Express or other comparable nationally recognized courier
service (receipt requested), or mailed by registered or certified mail, postage
prepaid, return receipt requested, and addressed:
to Technest:
Technest Holdings, Inc.
c/o Xxxxxx X. Xxxxxx
00 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
with a copy to:
Xxxxx Xxxx LLP
000 Xxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxx, Esq.
to Genex:
Genex Technologies, Inc.
[-----]
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to the Seller:
Xx. Xxxxx Xxxx [ ]
to the Escrow Agent:
Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxx, Corporate Custody
Phone: 000-000-0000
Fax: 000-000-0000
All such notices and communications shall be deemed to have been
received on the date of delivery if personally delivered, on the next Business
Day if sent by overnight courier, or on the third Business Day after the mailing
thereof. "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any
other day on which the Escrow Agent located at the notice address is authorized
or required by law or executive order to remain closed.
4.3 ASSIGNABILITY. This Agreement shall inure to the benefit of and
shall be binding upon the parties hereto and their respective successors, but
shall not be assignable by any party without the prior written consent of the
other parties, except as otherwise provided herein.
4.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, written and oral.
4.5 APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of The State of Delaware, without regard to the
conflicts of law principles of such state.
4.6 ARTICLE AND SECTION HEADINGS. The article, section and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.
4.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be a single agreement.
4.8 AMENDMENT; NO WAIVERS. This Agreement may not be amended or
modified except (a) by an instrument in writing signed by Technest, Genex, the
Seller and the Escrow Agent or (b) by a waiver in accordance with the following
sentence. Any party hereto may (i) extend the time for the performance of any
obligation to such party or other act of any other parties hereto or (ii) waive
compliance with any agreement or condition contained herein. Any such extension
or waiver shall be valid if set forth in an instrument in writing signed by the
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party or parties to be bound thereby. Any waiver of any term or condition shall
not be construed as a waiver of any subsequent breach or a subsequent waiver of
the same term or condition, or a waiver of any other term or condition, of this
Agreement. The failure of any party at any time to require performance of any
provision hereof shall in no manner affect its right at a later time to enforce
the same. No waiver by any party of any breach of any term contained in this
Agreement shall be deemed to be or construed as a further or continuing waiver
of any such breach in any subsequent instance or waiver of any breach of any
other term contained in this Agreement.
4.9 SEVERABILITY. If any term or provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nonetheless
remain in full force and effect so long as the economic and legal substance of
the transactions contemplated by this Agreement 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 as closely as possible in a mutually acceptable
manner in order that the transactions contemplated by this Agreement be
consummated as originally contemplated to the fullest extent possible.
4.10 FURTHER ASSURANCES. Each of Technest, Genex and the Seller agree
to execute and deliver, upon the written request of any party hereto, any and
all such further instruments and documents as such party may deem desirable for
the purpose of obtaining the full benefits of this Agreement.
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IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be duly executed as of the date first written above.
XXXXXXXX TECHNOLOGIES, INC.
By: ________________________________
Xxxxxx Xxxxxx
President
TECHNEST HOLDING, INC.
By: ________________________________
Xxxx Xxxxx
Director
GENEX TECHNOLOGIES, inc.
By: ________________________________
Xxxxx Xxxx
Chief Executive Officer
____________________________________
Xxxxx Xxxx
ESCROW AGENT:
WILMINGTON TRUST COMPANY
By: ________________________________
Name:
Title:
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