SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2005 • Dyntek Inc • Services-business services, nec • California
o A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company; or
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2005 • Dyntek Inc • Services-business services, nec • California
The undersigned beneficial owner of common stock, $.0001 par value per share (the “Common Stock”) of Dyntek, Inc. (the “Company”) (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of February , 2005 (the “Registration Rights Agreement”), among the Company and the Investors named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.
