EXHIBIT 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "AGREEMENT"), dated as of ___________________ (the "EFFECTIVE DATE"), between Genex Technologies, Inc. (the "COMPANY"), a Maryland Corporation, and Jason Geng (the "EMPLOYEE"), an individual...Employment Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • Maryland
EXHIBIT 10.1 ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "AGREEMENT") made as of this __day of February 2005 by and among Markland Technologies, Inc., a Florida corporation ("MARKLAND"), Technest Holdings, Inc., a Nevada corporation...Escrow Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • Delaware
EXHIBIT 4.6 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION HEREOF OR OF THE COMMON STOCK...Warrant Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 14, 2005, among Markland Technologies, Inc., a Florida corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 2.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), is made as of the 14th day of February, 2005, by and between Technest Holdings, Inc. (the "COMPANY"), a Nevada corporation and a majority owned subsidiary...Securities Purchase Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 4.5 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 14, 2005, among Markland Technologies, Inc., a Florida corporation (the "Company"), and Jason...Registration Rights Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 2.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT ("AGREEMENT") is made as of February 14, 2005, by and among Technest Holdings, Inc., a Nevada corporation (the "COMPANY") and Markland Technologies, Inc., a Florida...Securities Purchase Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 4.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February __, 2005, among Technest Holdings, Inc., a Nevada corporation (the "Company"), and Jason Geng,...Registration Rights Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
WITNESSETHMerger Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec
EXHIBIT 12 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(k)(1) This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a...Joint Filing Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
EXHIBIT 10.2 LOCK-UP AGREEMENT February [__], 2005 Markland Technologies, Inc. 54 Danbury Road #207 Ridgefield, Connecticut 06877 Technest Holdings, Inc. 90 Grove Street Ridgefield, Connecticut 06877 Re: Lock-up Agreement Ladies and Gentlemen: This...Lock-Up Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec
This letter is being delivered to you in connection with the proposed Merger Agreement (the "MERGER AGREEMENT") by and among Markland Technologies, Inc. a Florida corporation ("MARKLAND"), Technest Holdings, Inc., a Nevada corporation (the "TECHNEST"), Genex Technologies, Inc., a Maryland corporation ("GENEX"), [Merger Sub] a Delaware corporation ("MERGER SUB") and each of the Selling Stockholders named therein, pursuant to which the undersigned shall receive shares of Markland common stock, $.0001 par value per share ("MARKLAND COMMON STOCK") and may receive shares of Technest common stock, $.001 par value per share ("TECHNEST COMMON STOCK").
