FORM OF DIRECTOR RESTRICTED STOCK
GRANT AGREEMENT
Entered into by Robert Curtis,
Laurence Ditkoff, David Gust, Stephen Hicks, Henry
Sargent
This Agreement dated as of September 21, 2009
(this “ Agreement ”) is made by and between
Technest Holdings, Inc., a Nevada corporation (including, as
context requires, its subsidiaries the “ Company
”), and [Name of Non-Employee Director] (the “
Grantee ”).
1. Definitions . As used
in this Agreement, the following terms shall have the following
meanings:
Service : Service as an employee, officer or
director of, or a consultant or advisor to, the Company or its
successors.
Shares : The shares of Common Stock issued
to Grantee hereunder and any other securities of the Company which
may be issued in exchange for or in respect of such shares of
Common Stock, whether by way of stock split, stock dividend,
combination of shares, reclassification, recapitalization,
reorganization or any other means.
2. Grant of
Shares . The Company hereby grants to Grantee, and
Grantee hereby accepts from the Company, 130,246 shares of the
Company’s common stock, $0.001 par value per share (“
Common Stock ”). Grantee and the Company
hereby agree that such shares are granted as compensation for
Grantee’s Service to the Company.
3. Representations
of Grantee . Grantee understands that the Shares are
not registered under the Securities Act of 1933, as amended (the
“ Act ”), and represents to the Company, and
agrees that the Company is entitled to rely on such
representations, as follows:
(a) Grantee understands that the Shares
have not been registered under the Act, or registered or qualified
under the securities or “Blue Sky” laws of any
jurisdiction, and are being sold pursuant to exemptions contained
in the Act and exemptions contained in other applicable securities
or “Blue Sky” laws. Grantee understands
further that the Company’s reliance on these exemptions is
based in part on the representations made by Grantee in the
Agreement. In this connection, Grantee represents and
warrants that the offer and sale of the Shares were made solely in
_____________.
(b) Grantee understands the term
“accredited investor” as used in Regulation D
promulgated under the Act and represents and warrants to the
Company that he is an “accredited investor” for
purposes of acquiring the Shares. The nature and amount of
Grantee’s investment in the Shares is consistent with
Grantee’s investment objectives, abilities, and
resources. Grantee understands that the Shares are an
illiquid investment, which will not become freely transferable by
reason of any “change of circumstances”
whatever. Grantee has adequate means of providing for
Grantee’s current needs and possible contingencies and has no
need for liquidity in Grantee’s investment.
(c) Grantee is acquiring the Shares for
Grantee’s own account for investment, and not for, with a
view to, or in connection with the resale or distribution
thereof. Grantee has no present intention to sell,
hypothecate, distribute or otherwise transfer the Shares or any
portion thereof or any interest therein.
(c) Grantee understands that the Shares
will constitute “restricted securities” within the
meaning of Rule 144 promulgated under the Act and that, as such,
the Shares must be held indefinitely unless they are subsequently
registered under the Act or unless an exemption from the
registration requirements thereof is available.
(e) In connection with Grantee’s
acquisition of the Shares, Grantee accepts the condition that the
Company may maintain “stop transfer” orders with
respect to the Shares and that each certificate or other document
evidencing the Shares will bear conspicuous legends in
substantially the form set forth in Section 5 of this
Agreement.
(f) Grantee has obtained all
financial or legal advice as Grantee deems necessary with respect
to Grantee’s acquisition of the Shares. Grantee
has fully investigated the Company and its business and financial
condition, to include a review of the Company’s pubic filings
with the Securities and Exchange Commission, and has knowledge of
the Company’s current activities.
4. Restrictions on Transfer
. The following restrictions on transfer of the Shares
shall apply:
(a) Securities Laws
. No Shares, nor any interest therein, may be sold,
assigned, pledged or otherwise transferred at any time or under any
circumstances unless the Shares proposed to be transferred have
been registered under the Act and qualified under applicable state
securities laws, or (ii) the Company has received, or agreed to
waive, an opinion of counsel acceptable to the Company to the
effect that such transfer may be effected without registration
under the Act or qualification under th
