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Technest Holdings, Inc. to Acquire AccelPath, LLC; Issue Contingent Value Rights to Common Stockholders; and Issue Shares of Its Series E 5% Convertible Preferred Stock
Date:1/14/2011

) contingent value right (a "CVR") for each share of Technest common stock outstanding as of such record date, which shall entitle the holders thereof to receive a pro rata share of the payment that may be received by Technest pursuant to the Settlement Agreement, less certain expenses that will be deducted from such payment.   The CVR will be distributed on February 2, 2011. Once distributed, the CVR will not be certificated and will not be transferable other than under limited circumstances. If the conditions to the receipt of the payment under the Settlement Agreement are achieved, Technest estimates that the cash payment will be approximately $0.09 per CVR. A rights agent has been engaged to disburse the net proceeds, if any, from the Settlement Agreement to the CVR holders.

The distribution of the CVRs to the current shareholders of Technest is considered a return of capital and the Financial Industry Regulatory Authority, Inc. ("FINRA") will now likely establish an ex-dividend date.  An ex-dividend date is the date on or after which a security is traded without the right to receive a specific dividend or distribution.  FINRA normally establishes the ex-dividend date to be two business days before the record date.  However, in some instances, FINRA sets the ex-dividend date as the first business day after the distribution date (which is after the record date).  If the ex-dividend date is after the record date, any shares of Technest common stock outstanding on the record date that are traded after the record date but before the ex-dividend date will be traded with the right to receive the CVRs.  Shares of Technest common stock traded on or after the ex-dividend date shall be traded without the right to receive the CVRs.

Also as part of the AccelPath transaction, Technest entered into a definitive securities purchase agreement to issue 300 shares of its Series E 5% Convertible Preferred Stock to Southridge Partners II,
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SOURCE Technest Holdings, Inc.
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