0001104659-06-036684 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 22nd, 2006 • Dyntek Inc • Services-business services, nec • California

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 8, 2006, is made by and among DynTek, Inc., a Delaware corporation, with headquarters located at 19700 Fairchild Road, Suite 230, Irvine, California 92612 (the “Company”), and the investors named on the signature pages hereto, together with their permitted transferees (each, an “Investor” and collectively, the “Investors”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 22nd, 2006 • Dyntek Inc • Services-business services, nec • California
SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • May 22nd, 2006 • Dyntek Inc • Services-business services, nec • California

This SECURITY AND PLEDGE AGREEMENT dated as of March 8, 2006, by and by and among DynTek, Inc., a Delaware corporation (the “Company), DynTek Services, Inc., a Delaware corporation (the “Subsidiary” and, together with the Company, the “Debtors”), and Trust A-4 - Lloyd I. Miller, a purchaser under that certain Purchase Agreement (as hereinafter defined) (the “Purchaser”). Certain defined terms are set forth in Article 10 hereof.

SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • May 22nd, 2006 • Dyntek Inc • Services-business services, nec • California

SECURITY AND PLEDGE AGREEMENT, dated as of March 8, 2006, among DynTek, Inc., a Delaware corporation (the “Company), DynTek Services, Inc., a Delaware corporation (the “Subsidiary” and, together with the Company, the “Debtors”), and SACC Partners, L.P. and Lloyd I. Miller, III (the “Purchasers”) who are parties to that certain Purchase Agreement (as hereinafter defined). Certain defined terms are set forth in Article 10 hereof.

FIFTH AMENDED WARRANT AGREEMENT
Warrant Agreement • May 22nd, 2006 • Dyntek Inc • Services-business services, nec • New York

FIFTH AMENDED WARRANT AGREEMENT dated as of March 8, 2006 between DYNTEK, INC., a Delaware corporation having an address at 19700 Fairchild Road, Irvine, CA 92612 (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, having an address at 6201 15th Avenue, Brooklyn, New York 11219, as Warrant Agent (the “Warrant Agent”) (the “Fifth Amendment.”).

NOTE PURCHASE AGREEMENT between DYNTEK, INC. and THE PURCHASERS NAMED IN SCHEDULE I Dated as of March 8, 2006
Note Purchase Agreement • May 22nd, 2006 • Dyntek Inc • Services-business services, nec • California

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is dated as of March 8, 2006, between DynTek, Inc., a Delaware corporation (the “Company”), and the purchasers named in the attached Schedule I (each individually a “Purchaser” and collectively the “Purchasers”).

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