LOAN AND SECURITY AGREEMENT (Working Capital Line of Credit)Loan and Security Agreement • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Nevada
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 4, 2006, among (i) SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) (“Bank”) and (ii) TECHNEST HOLDINGS, INC., a Nevada corporation, with offices at 1 McKinley Sq., Fifth Floor, Boston, Massachusetts 02109 (“Technest”), E-OIR TECHNOLOGIES, INC., a Virginia corporation, with offices at 10300 Spotsylvania Ave., Suite 220, Fredericksburg, Virginia 22408 (“EOIR”), and GENEX TECHNOLOGIES INCORPORATED, a Maryland corporation, with offices at 10411 Motor City Drive, Suite 650, Bethesda, Maryland 20817 (“Genex”) (hereinafter, Technest, EOIR and Genex are jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which Bank shall lend to Bor
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Massachusetts
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 4, 2006, among Technest Holdings, Inc., a Nevada corporation (the “Company”), and Silicon Valley Bank, a California chartered bank (the “Bank”).
UNCONDITIONAL GUARANTYUnconditional Guaranty • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Massachusetts
This continuing Unconditional Guaranty (“Guaranty”) is entered into as of August 4, 2006, by MARKLAND TECHNOLOGIES, INC., a Florida corporation with a principal place of business located at 222 Metro Center Blvd., Warwick, Rhode Island 02886 (“Guarantor”), in favor of Silicon Valley Bank, California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”).
FIRST ALLONGE TO PROMISSORY NOTEPromissory Note Allonge • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec
This FIRST ALLONGE dated as of August 4, 2006 between E-OIR TECHNOLOGIES, INC., a Virginia corporation (the “Maker”), and Joseph P. Mackin (the “Payee”), to the Promissory Note dated as of June 29, 2004 in the amount of Six Hundred Sixty-Two Thousand Two Hundred and Eighty-Eight Dollars ($662,288.00) (as the same may be further amended, modified or supplemented from time to time, the “NOTE”), payable to the order of the Payee and made by the Maker.
EMPLOYEE RESTRICTED STOCK GRANT AGREEMENTEmployee Restricted Stock Grant Agreement • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Virginia
This Restricted Stock Purchase Agreement dated as of August 4, 2006 (this “Agreement”) is made by and between Technest Holdings, Inc., a Nevada corporation (including, as context requires, its subsidiaries the “Company”), and Joseph P. Mackin (the “Grantee”).
AGREEMENT RELATING TO CERTAIN PROMISSORY NOTESPromissory Note Agreement • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Virginia
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 Joseph P. Mackin (the “Holder”) located in Quincy, Massachusetts.
ContractWarrant Agreement • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Nevada
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 4, 2006 (the "Effective Date") among (i) SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (ii) TECHNEST HOLDINGS, INC., a Nevada corporation, with offices at 1 McKinley Sq., Fifth Floor, Boston, Massachusetts 02109 (“Technest”), E-OIR TECHNOLOGIES, INC., a Virginia corporation, with offices at 10300 Spotsylvania Ave., Suite 220, Fredericksburg, Virginia 22408 (“EOIR”), and GENEX TECHNOLOGIES INCORPORATED, a Maryland corporation, with offices at 10411 Motor City Drive, Suite 650, Bethesda, Maryland 20817 (“Genex”) (hereinafter, Technest, EOIR and Genex are jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
THIRD PARTY STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec
THIS STOCK PLEDGE AGREEMENT (the “Agreement”) is made this 4th day of August, 2006 by and between MARKLAND TECHNOLOGIES, INC., a Florida corporation with a principal place of business at 222 Metro Center Blvd., Warwick, Rhode Island 02886 (“Pledgor”) and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 14th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • California
This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the 4th day of August, 2006 by and among (i) TECHNEST HOLDINGS, INC., a Nevada corporation, with its principal place of business at 1 McKinley Square, Fifth Floor, Boston, Massachusetts 02109 (“Technest”), E-OIR TECHNOLOGIES, INC., a Virginia corporation with its principal place of business at 10300 Spotsylvania Ave., Suite 220, Fredericksburg, Virginia 22408 (“EOIR”), and GENEX TECHNOLOGIES INCORPORATED, a Maryland corporation, with offices at 10411 Motor City Drive, Suite 650, Bethesda, Maryland 20817 (“Genex”) (hereinafter, Technest, EOIR, and Genex are jointly and severally, individually and collectively referred to as “Grantor”), and (ii) SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusett
