Exhibit
10.6
BORROWER:
Technest Holdings, Inc.
GUARANTOR:
E-OIR Technologies, Inc.
GUARANTY
To:
Shelter
Island Opportunity Fund, LLC
1.
The Guaranty .
For valuable consideration, the undersigned ("Guarantor") hereby
unconditionally guarantees and promises to pay on demand to Shelter
Island Opportunity Fund, LLC, its successors and assigns
(collectively, "Purchaser"), or order, in lawful money of the
United States, any and all Indebtedness of Technest Holdings, Inc.,
a Nevada corporation ("Borrower"), to Purchaser when due, whether
at stated maturity, upon acceleration or otherwise, and at all
times thereafter. The liability of Guarantor under this Guaranty
includes, without limitation, liability for all interest, fees,
indemnities (including, without limitation, hazardous waste
indemnities), and other costs and expenses relating to or arising
out of the Indebtedness. The liability of Guarantor is continuing
and relates to any Indebtedness, including that arising under
successive transactions which shall either continue the
Indebtedness or from time to time renew it after it has been
satisfied.
2.
Definitions .
(a)
"Borrower" shall mean the entity listed above.
(b)
"Guarantor" shall mean the entity signing this
Guaranty.
(c)
"Indebtedness" shall mean any and all debts, liabilities, and
obligations of Borrower to Purchaser, now or hereafter
existing, including, without limitation, those arising under
the Securities Purchase Agreement, dated the date hereof (the
“Securities Purchase Agreement”), between the
Borrower and Purchaser, and the $1,650,000 Secured Original
Issue Discount Debenture issued by Borrower to Purchaser
thereunder (the “Debenture”), whether due or not
due, absolute or contingent, liquidated or unliquidated,
determined or undetermined, held or to be held by Purchaser
for its own account or as agent for another or others, whether
Borrower may be liable individually or jointly with others,
whether recovery upon such debts, liabilities, and obligations
may be or hereafter become barred by any statute of
limitations, and whether such debts, liabilities, and
obligations may be or hereafter become otherwise
unenforceable, and includes without limitation, any and all
obligations of Borrower to Purchaser for reasonable attorneys'
fees and all other costs and expenses incurred by Purchaser in
the collection or enforcement of any debts, liabilities, and
obligations of Borrower to Purchaser.
3.
Obligations Independent .
The obligations hereunder are independent of the obligations of
Borrower or any other guarantor, and a separate action or actions
may be brought and prosecuted against Guarantor whether an action
is brought against Borrower or any other guarantor or whether
Borrower or any other guarantor be joined in any such action or
actions.
4.
Rights of Purchaser .
Guarantor authorizes Purchaser, without notice or demand and
without affecting its liability hereunder, from time to time in any
manner authorized or permitted by the Transaction Documents (as
such term is defined in the Securities Purchase Agreement)
to:
(a)
renew, compromise, extend, accelerate, or otherwise change the
time for payment, or otherwise change the terms, of the
Indebtedness or any part thereof, including increase or
decrease of the rate of interest thereon, or otherwise change
the terms of any Transaction Document (as such term is defined
in the Securities Purchase Agreement);
(b)
receive and hold security for the payment of this Guaranty or
any Indebtedness and exchange, enforce, waive, release, fail
to perfect, sell, or otherwise dispose of any such
security;
(c)
apply such security and direct the order or manner of sale
thereof as Purchaser in its discretion may determine;
and
(d)
release or substitute any guarantor or any one or more of any
endorsers or other guarantor of any of the
Indebtedness.
5.
Guaranty to be Absolute .
Guarantor agrees that Guarantor shall not be released hereunder by
or because of the Purchaser taking, or failure to take, any action
that might in any manner or to any extent vary the risks of
Guarantor under this Guaranty in any manner or to any extent
permitted by the Transaction Documents or that, but for this
paragraph, might discharge or otherwise reduce, limit, or modify
Guarantor's obligations under this Guaranty. Guarantor waives and
surrenders any defense to any liability under this Guaranty based
upon any such action, including but not limited to any action of
Purchaser described in the immediately preceding paragraph of this
Guaranty.
6.
Guarantor's Waivers of Certain Rights and Certain
Defenses .
Guarantor waives:
(a)
any right to require Purchaser to proceed against Borrower or
any other guarantor of the Indebtedness, proceed against or
exhaust any security for the Indebtedness, or pursue any other
remedy in Purchaser's power whatsoever;
(b)
any defense arising by reason of any disability or other
defense of Borrower, or the cessation from any cause
whatsoever of the liability of Borrower;
(c)
any defense based on any claim that Guarantor’s
obligations exceed or are more burdensome than those of
Borrower; and
(d)
the benefit of any statute of limitations affecting
Guarantor's liability hereunder.
No
provision or waiver in this Guaranty shall be construed as
limiting the generality of any other waiver contained in this
Guaranty.
7.
Waiver of Subrogation .
Until the Indebtedness has been paid in full, Guarantor waives to
the extent permitted by applicable law any right of subrogation,
reimbursement, indemnification, and contribution (contractual,
sta
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