As of the date hereof, Technest has issued options to purchase 45,720,000 shares of Technest Common Stock under its 2011 Equity Incentive Plan (the Technest Equity Plan), with 4,280,000 shares of Technest Common Stock available for future grants under the Technest Equity Plan.
Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below) Markland shall sell to Technest, and Technest shall purchase from Markland, all shares of the common stock of EOIR, $1.00 par value per share, owned by Markland (the "EOIR Common Stock") in exchange for 12,000,000 shares of Technest Common Stock (the "Consideration").
All shares of Technest Common Stock, upon issuance on the terms and conditions specified in the instruments pursuant to which they were issued, have been duly authorized, validly issued, fully paid and nonassessable.
On the date of the Initial Closing, Markland shall deposit an aggregate 3,804,000 shares of Technest Common Stock (the "Escrow Shares") with Greenberg Traurig, LLP, as escrow agent (the "Escrow Agent"), to be held and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement.
Notwithstanding anything to the contrary set forth herein (including the restrictions on transfer set forth in Section 6.1), during the Restriction Period, in addition to transfers allowed pursuant to Section 6.2(a)-(d) (the "Exempt Transactions"), Markland may transfer shares of Technest Common Stock in any transaction (public or private) that complies with the conditions of this Section 7.