ASSET CONTRIBUTION
AGREEMENT
ASSET
CONTRIBUTION AGREEMENT (the “ Agreement ”)
entered into September 17, 2008, effective as of October 1, 2008
(the “ Effective Date ”) between Technest
Holdings, Inc., a Nevada corporation (“ Holdings
”), and Technest, Inc., a Delaware corporation (“
Inc ”).
WITNESSETH
WHEREAS,
Holdings wishes to transfer certain of the assets and liabilities
of Holdings to Inc and license certain intellectual property to
Inc, in exchange for Inc issuing certain shares of common stock to
Holdings and an option to license certain intellectual property for
commercialization; and
WHEREAS, upon
the completion of this Agreement, Holdings will be the record owner
of forty-nine percent of Inc and thereafter, Mr. Gino Pereira, Mr.
Steven Yi, and Mr. Thomas Saunders, all of whom are U.S. citizens,
will collectively own fifty-one percent of Inc.
NOW THEREFORE,
in consideration of the foregoing and of the mutual covenants set
forth below, the parties hereby agree as follows:
1.
Contribution of Assets . Subject to the
provisions of this Agreement and effective as of the Effective
Date, Holdings agrees to contribute, and Inc agrees to accept, all
right, title and interest in and to those assets, properties and
business of Holdings existing as of the Effective Date, which shall
include all rights under the government contracts and pending
government awards set forth in Exhibit A to which Holding is
a party (the “ Contributed Assets ”).
2.
Assumption of Liabilities . Upon the contribution
of the Contributed Assets, Inc shall assume and agree to pay or
discharge when due only those liabilities and obligations of
Holdings associated with the Contributed Assets. Inc
expressly does not and shall not assume any other
liabilities or obligations (whether known or unknown, whether
absolute or contingent, whether liquidated or unliquidated, whether
due or to become due, and whether claims with respect thereto are
asserted before or after the Effective Date).
3.
License of Holdings Intellectual Property . As of
the Effective Date, Holdings hereby grants to Inc a perpetual,
worldwide, non-exclusive, royalty-free, non-transferable right and
license (the “ License ”) to practice any method
under the Licensed Intellectual Property (as defined below)
throughout the License Term (as defined below) for research and
development purposes only. In the event that after the
Effective Date, Inc hereafter creates any Inc Improvements (as
defined below), Inc hereby grants to Holdings a perpetual,
worldwide, exclusive, sub-licensable, royalty-free right and
license to make, have made, use, sell, offer for sale and import
products and provide services and to practice any method under such
Inc Improvements throughout the License Term for all markets,
applications and uses. Inc shall give Holdings notice of
same and the opportunity to obtain all documentation with respect
thereto to enable Holdings to make use of same pursuant to the
terms of this Agreement. The term of the license granted
hereunder (the “ License Term ”) shall expire at
the end of the term of the last to expire Licensed Patent (as
defined below) or unless terminated upon the mutual written consent
of the parties. For purposes of this Section, the following terms
have the following meaning:
“ Inc Improvements ” means
any enhancement to or modification or improvement of the Licensed
Patents and/or the Proprietary Information created by or on behalf
of Inc.
“
Licensed Intellectual Property ” means, subject to any
rights of the U
