0001376474-12-000046 Sample Contracts

Contract
Warrant Agreement • February 23rd, 2012 • Technest Holdings Inc • Measuring & controlling devices, nec • Delaware

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

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LOAN AGREEMENT
Loan Agreement • February 23rd, 2012 • Technest Holdings Inc • Measuring & controlling devices, nec • Delaware

This Loan Agreement (the “Agreement”), effective as of February 17, 2012 (the “Effective Date”), is entered into by and among Technest Holdings, Inc., a Nevada corporation (the “Company”); and Khaldoon A. Aljerian (collectively, the “Lenders” and individually, a “Lender”).

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