technest_8k-ex0402.htm


    
      

    

    Exhibit 4.4

     

     

    ROSS
MILLER 

    Secretary
of State

    204
North Carson Street, Suite 1

    Carson
City, Nevada 89701-4520

    (775) 684-5708

    Website: www.nvsos.gov

     

    
      	
              Amendment
      to

              Certificate
      of Designation

              After
      Issuance of Class or Series

              (PURSUANT
      TO NRS 78.1955)

            	

            


    

     

    
      
        	USE BLACK INK ONLY - DO NOT
      HIGHLIGHT	ABOVE SPACE IS FOR OFFICE
      USE ONLY


      

       

      Certificate of Amendment to
Certificate of Designation

      For Nevada Profit
Corporations

      (Pursuant
to NRS 78.1955 - After Issuance of Class or Series)

       

      1. Name
of corporation:

    

     

    TECHNEST
HOLDINGS, INC.

     

    2. Stockholder
approval pursuant to statute has been obtained.

     

    3. The
class or series of stock being amended:.

     

    SERIES
A PREFERRED

     

    4. By
a resolution adopted by the board of directors, the certificate of
designation is being amended as follows or the new class or series
is:

     

    Section
(2)(a) of that
Certificate of Designation filed with the Nevada Secretary of State on February
8, 2005, is
hereby
amended to read in its entirety as follows:

     

    (a)
CONVERSION RIGHT.
At any time or
times on or after the first date on which the Company's Certificate of
Incorporation is validly amended such that the number of authorized shares of
Common Stock (the “Authorized
Common”)
equals or exceeds the sum (the “Common
Equivalents”)
of (i) the number of issues and outstanding shares of Common Stock (Continued on
attached page)

     

    5. Effective
date of filing: (optional)

     

    (must not be
later than 90 days after the certificate is
filed)

     

    6. Signature:
(required)

     

    /s/ Gino M. Pereira      

    Signature
of Officer

    
    

     

    Filing
Fee: $175.00

    
       

      IMPORTANT: Failure
to include any of the above information and submit with the proper fees may
cause this filing to be rejected.

    

     

    
    

     

    
      	This form must be accompanied by appropriate
      fees.	
              Nevada
      Secretary of State NRS Amend Designation - After

              Revised: 3-6-09 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
TO AMENDMENT TO CERTIFICATE OF DESIGNATION AFTER ISSUANCE OF CLASS OR SERIES OF
TECHNEST HOLDINGS, INC.

    (SERIES
A PREFERRED STOCK)

     

    (Continued
from first page)

     

    plus
(ii) the aggregate of the number of shares of Common Stock into which all issued
and outstanding shares of any class of Company stock other than Common Stock are
at any time convertible (the period of time beginning on the date referred to
above and continuing for so long as the Authorized Common equals or exceeds the
Common Equivalents shall be referred to herein as the “Conversion
Period”) and
continuing during the Conversion Period, any holder of Series A Preferred Stock
shall be entitled to convert each share of Series A Preferred Stock into
1,000,000 fully paid and nonassessable shares of Common Stock (“Conversion
Amount”),
subject to adjustment in accordance with Section 2(b).