AGREEMENT RELATING TO CERTAIN PROMISSORY NOTES
EXHIBIT
10.6
AGREEMENT
RELATING TO CERTAIN PROMISSORY NOTES
THIS
AGREEMENT RELATING
TO A CERTAIN PROMISSORY NOTES
(the
“Agreement”),
dated
as of August 4, 2006, between Technest Holdings, a Nevada corporation
(“Technest”),
E-OIR
Technologies, Inc., a Virginia corporation (“EOIR”
and
collectively with Technest, the “Company”),
and
Xxxxxx X. Xxxxxx (the “Holder”)
located in Quincy, Massachusetts.
WITNESSETH
THAT
WHEREAS,
the
Holder was a selling shareholder in that certain stock purchase agreement dated
June 29, 2004 by and among Xxxxxxxx Technologies, a Florida corporation, EOIR
and the owners of all of the capital stock of EOIR; and
WHEREAS,
as
consideration for selling her shares of EOIR to Xxxxxxxx, EOIR issued to the
Holder a promissory note with a principal amount of $662,288.00 (the
“Note”);
and
WHEREAS,
the
current outstanding principal on the Note is $608,954.46; and
WHEREAS,
repayment of the Note is secured by a first position security interest on all
of
the outstanding capital stock and assets of EOIR (the “Security
Interest”)
as
well as a pledge of all of the outstanding capital stock of EOIR (the
“Pledge”);
and
WHEREAS,
Technest is the successor to Xxxxxxxx’x interest in EOIR; and
WHEREAS,
Technest is undertaking a financing with Silicon Valley Bank, a California
chartered bank (the “Bank”);
and
WHEREAS,
the
Bank has conditioned its provision of financing on, among other things, its
obtaining a first position security interest in all of the assets of Technest
and its subsidiaries; and
WHEREAS,
the
Holder wishes, on the terms described in this Agreement and in accordance with
the other documentation entered into between the Holder and the Bank, to
subordinate the Security Interest to the Bank and the consideration to the
Holder for such subordination is set forth herein;
THEREFORE,
in
consideration of the premises, the mutual agreements set forth below and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. Subordination
of the Security Interest
The
Holder will subordinate her rights under the Security Interest and the Pledge
to
the Bank. In furtherance of this, on a date to be determined, but not later
than
three business days prior to the Closing Date (as that term is defined below),
the Holder agrees to deliver to Technest three (3) executed copies of the
Subordination Agreement attached hereto as Exhibit
A
accompanied by three (3) executed copies of the Instruction Letter to the
Shareholder’s Representative attached hereto as Exhibit
B.
For
purposes of this Agreement, the Closing Date shall mean the closing date of
the
financing with the Bank.
2. Allonge
On the
Closing Date, the parties shall enter into the Allonge in the form attached
hereto as Exhibit
C.
3. Stock
Grant
Not less
than five business days following the Closing Date, Technest shall issue to
the
Holder that number of shares of its common stock, $.001 par value per share
(the
“Common
Stock”)
a
fraction, rounded up to the nearest whole number of shares, the numerator of
which shall be $82,500, and the denominator of which shall be the closing price
of the Common Stock on the Closing Date. Such issuance shall be made pursuant
to
a Restricted Stock Agreement in substantially the same form as attached hereto
as Exhibit
D.
On the
Closing Date, the parties shall enter into the Restricted Stock
Agreement.
4. Lack
of Knowledge of Claims
The
parties do hereby represent that as of the date of this Agreement, they are
unaware of any unasserted claims they may have against any of the other parties
hereto.
5. Governing
law
This
Agreement shall be governed by the laws of the Commonwealth of Virginia, without
regard to the principles of conflicts of law thereof.
6. Counterparts
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement. In the event that any signature
is
delivered by facsimile transmission, such signature shall create a valid binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
were the original thereof.
/s/
Xxxxxx X.
Xxxxxx
XXXXXX
X.
XXXXXX
E-OIR
TECHNOLOGIES, INC.
By:
/s/
Xxxx
Xxxxxxx
Name:
Xxxx
Xxxxxxx
Title:
Chief
Financial
Officer
TECHNEST
HOLDINGS, INC.
By:
/s/
Xxxx
Xxxxxxx
Name:
Xxxx
Xxxxxxx
Title:
Chief
Financial
Officer
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