**EXHIBIT 10.8**

 

**REGISTRATION RIGHTS AGREEMENT**

 

This REGISTRATION RIGHTSAGREEMENT, 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 thesignature pages hereto (the “Initial Investors”).

 

**RECITALS:**

 

A.            Inconnection with the Securities Purchase Agreement dated March 8, 2006between the Initial Investors and the Company (the “Purchase Agreement”), theCompany has agreed, upon the terms and subject to the conditions of thePurchase Agreement, to issue and sell to the Initial Investors such number ofshares of the Company’s Common Stock (the “Common Shares”) and warrants topurchase shares of the Company’s Common Stock as set forth in the PurchaseAgreement (the “Warrants” and, collectively with the Common Shares, the “Securities”).

 

B.            Inorder to induce the Initial Investors to execute and deliver the PurchaseAgreement, the Company has agreed to provide certain registration rights underthe Securities Act and applicable state securities laws with respect to theSecurities.

 

In consideration of thepremises and the mutual covenants contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the Company and the Initial Investors hereby agree as follows:

 

# **ARTICLE I****DEFINITIONS**

#  

Capitalized terms usedand not otherwise defined herein have the respective meanings given them setforth in the Purchase Agreement.  Inaddition, as used in this Agreement, the following terms have the followingmeanings:

 

## 1.1           “ClosingDate” means the date on which the initial purchase of the Securities isconsummated pursuant to the Purchase Agreement.

##  

## 1.2           “CommonShares” means the shares of Common Stock sold pursuant to the PurchaseAgreement.

##  

## 1.3           “Investors”means the Initial Investors and any of their transferees or assignees who agreeto become bound by the provisions of this Agreement in accordance with Article IXhereof.

##  

## 1.4           “RegistrableSecurities” means the Common Shares and the Warrant Shares, and any shares ofcapital stock issued or issuable from time to time (with any adjustments) inexchange for or otherwise with respect to the Common Shares or Warrant Shares(including shares issued pursuant to Section 2.2 hereof).

##  

## 1.5           “RegistrationPeriod” means the period between the date of this Agreement and the earlier of (i) thedate on which (x) all of the Registrable Securities have been sold by theInvestors pursuant to the Registration Statement and (y) are freely tradableunder the Securities Act (except that this clause (y) shall not apply withrespect to Shares sold to affiliates), (ii) the second

 

----

 

## anniversary of thelast date on which Warrant Shares are purchased under any then-outstandingWarrants, or (iii) the date on which all the Registrable Securities may beimmediately sold by the Investors without registration and without restrictionas to the number of Registrable Securities to be sold, pursuant to Rule 144or otherwise.

##  

## 1.6           “RegistrationStatement” means a Registration Statement of the Company filed under theSecurities Act.

##  

## 1.7           Theterms “register,” “registered,” and “registration” refer to a registrationeffected by preparing and filing a Registration Statement or statements incompliance with the Securities Act and pursuant to Rule 415 and thedeclaration or ordering of effectiveness of such Registration Statement by theSEC.

##  

## 1.8           “Rule 415”means Rule 415 under the Securities Act, or any successor Rule providingfor offering securities on a continuous basis, and applicable rules andregulations thereunder.

##  

## 1.9           “SecondClosing Date” shall have the meaning subscribed to it in the PurchaseAgreement.

##  

## 1.10         “Securities”means the Common Shares and the Warrants sold pursuant to the PurchaseAgreement.

##  

## 1.11         “Warrants”means the warrants to purchase shares of the Company’s Common Stock soldpursuant to the Purchase Agreement.

##  

## 1.12         “WarrantShares” means the shares of the Company’s Common Stock that may be purchasedupon exercise of the Warrants.

##  

# **ARTICLE II****REGISTRATION**

#  

## 2.1           MandatoryRegistration.  The Company shall filewith the SEC a Registration Statement on Form S-1, or such other form asmay then be available to effect a registration of all of the RegistrableSecurities, registering all of the Registrable Securities for resale prior tothe earlier of (i) 30 days after the Second Closing Date under thePurchase Agreement or (ii) June 30, 2006 (the “Required Filing Date”).

##  

## 2.2           Effectivenessof the Registration Statement.  TheCompany will use its best efforts to cause the Registration Statement to bedeclared effective by the SEC as soon as practicable after filing, and in anyevent no later than the 60th day after the Required Filing Date (the “RequiredEffective Date”).  However, so long asthe Company filed the Registration Statement by the Required Filing Date, (a) ifthe SEC takes the position that registration of the resale of the RegistrableSecurities by the Investors is not available under applicable laws, rules andregulations and that the Company must register the offering of the RegistrableSecurities as a primary offering by the Company, or (b) if theRegistration Statement receives SEC review, then the Required Effective Datewill be the 120th day after the Required Filing Date.  In the case of an SEC response described inclause (a), the Company will, within 40 business days after the date theCompany receives such SEC response, file a Registration Statement as a primaryoffering.  The Company’s best effortswill

 

2

----

 

## include, but notbe limited to, promptly responding to all comments received from the staff ofthe SEC.  If the Company receivesnotification from the SEC that the Registration Statement will receive noaction or review from the SEC, then the Company will cause the RegistrationStatement to become effective within five business days after such SECnotification.  Once the RegistrationStatement is declared effective by the SEC, the Company will cause theRegistration Statement to remain effective throughout the Registration Period,except as permitted under Section 3. On the date of each monthly anniversary of the date on which any breachof this Section 2.2 first occurs (including failure to file a RegistrationStatement or to cause a Registration Statement to be declared effective withinthe time periods set forth herein) until the applicable default is cured (each,a “Payment Date”), the Company shall pay to each Investor as damages additionalshares of the Company’s Common Stock equal to 2.0% of the Common Sharespurchased by such Investor pursuant to the Purchase Agreement and all suchshares shall become Registrable Securities; provided, that the totalnumber of shares of the Company’s Common Stock payable pursuant to this Section 2.2to any Investor shall not exceed the aggregate number of Common Sharespurchased pursuant to the Purchase Agreement by such Investor.  In addition, should a Registration Statementnot be filed by June 30, 2006, the exercise price of the Warrants will bereduced to $0.01 per share.

##  

## 2.3           PiggybackRegistrations.

##  

### (a)           If,at any time prior to the expiration of the Registration Period, theRegistration Statement contemplated in Section 2.1 above is not declaredeffective with respect to all of the Registrable Securities and the Companydecides to register any of its securities for its own account or for theaccount of others, then the Company will promptly give the Investors writtennotice thereof and will use its best efforts to include in such registrationall or any part of the Registrable Securities requested by such Investors to beincluded therein (excluding any Registrable Securities previously included in aRegistration Statement which has been declared effective and has not beenwithdrawn).  This requirement does notapply to Company registrations on Form S-4 or S-8 or their equivalentsrelating to equity securities to be issued solely in connection with anacquisition of any entity or business or equity securities issuable inconnection with stock option or other employee benefit plans.  Each Investor must give its request forregistration under this paragraph to the Company in writing within 15 daysafter receipt from the Company of notice of such pending registration.  If the registration for which the Companygives notice is a public offering involving an underwriting, the Company willso advise the Investors as part of the above-described written notice.  In that event, if the managing underwriter(s)of the public offering impose a limitation on the number of shares of CommonStock that may be included in the Registration Statement because, in suchunderwriter(s)’ judgment, such limitation would be necessary to effect anorderly public distribution, then the Company will be obligated to include onlysuch limited portion, if any, of the Registrable Securities with respect towhich such Investors have requested inclusion hereunder.  Any exclusion of Registrable Securities willbe made pro rata among all holders of the Company’s securities seeking toinclude shares of Common Stock in proportion to the number of shares of CommonStock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unlessthe Company has first excluded all outstanding securities the holders of whichare not entitled by right to inclusion of such securities in such RegistrationStatement or are not entitled pro rata inclusion with the RegistrableSecurities.

###  

### (b)           Noright to registration of Registrable Securities under this Section 2.3limits in any way the registration required under Section 2.1 above.  The obligations of the Company under this Section 2.3expire upon the earlier of (i) the effectiveness of the RegistrationStatement filed pursuant to Section 2.1 above, (ii) after the Companyhas afforded the opportunity for the Investors

 

3

----

 

### to exerciseregistration rights under this Section 2.3 for two registrations (provided,however, that any Investor that has had any Registrable Securities excludedfrom any Registration Statement in accordance with this Section 2.3 mayinclude in any additional Registration Statement filed by the Company theRegistrable Securities so excluded) or (iii) when all of the RegistrableSecurities held by any Investor may be sold by such Investor under Rule 144without being subject to any volume restrictions.

###  

# **ARTICLE III****ADDITIONAL OBLIGATIONS OF THE COMPANY**

#  

## 3.1           ContinuedEffectiveness of Registration Statement. Subject to the limitations set forth in Section 3.6, the Companywill keep the Registration Statement covering the Registrable Securitieseffective under Rule 415 at all times during the Registration Period.  In the event that the number of sharesavailable under a Registration Statement filed pursuant to this Agreement isinsufficient to cover all of the Registrable Securities issued, the Companywill (if permitted) amend the Registration Statement or file a new RegistrationStatement (on the short form available therefor, if applicable), or both, so asto cover all of the Registrable Securities. The Company will file such amendment or new Registration Statement assoon as practicable, but in no event later than 30 business days after thenecessity therefor arises (based upon the market price of the Common Stock andother relevant factors on which the Company reasonably elects to rely).  The Company will use its best efforts tocause such amendment or new Registration Statement to become effective as soonas is practicable after the filing thereof, but in no event later than 90 daysafter the date on which the Company reasonably first determines the needtherefor.

##  

## 3.2           Accuracyof Registration Statement.  AnyRegistration Statement (including any amendments or supplements thereto andprospectuses contained therein) filed by the Company covering RegistrableSecurities will not contain any untrue statement of a material fact or omit tostate a material fact required to be stated therein, or necessary to make thestatements therein, in light of the circumstances in which they were made, notmisleading.  The Company will prepare andfile with the SEC such amendments (including post-effective amendments) andsupplements to the Registration Statement and the prospectus used in connectionwith the Registration Statement as may be necessary to permit sales pursuant tothe Registration Statement at all times during the Registration Period, and,during such period, will comply with the provisions of the Securities Act withrespect to the disposition of all Registrable Securities of the Company coveredby the Registration Statement until the termination of the Registration Period,or if earlier, until such time as all of such Registrable Securities have beendisposed of in accordance with the intended methods of disposition by theseller or sellers thereof as set forth in the Registration Statement.

 

## 3.3           FurnishingDocumentation.  The Company willfurnish to each Investor whose Registrable Securities are included in aRegistration Statement, or to its legal counsel, (a) promptly after suchdocument is filed with the SEC, one copy of any Registration Statement filedpursuant to this Agreement and any amendments thereto, each preliminaryprospectus and final prospectus and each amendment or supplement thereto; and (b) anumber of copies of a prospectus, including a preliminary prospectus, and allamendments and supplements thereto, and such other documents as the Investormay reasonably request in order to facilitate the disposition of theRegistrable Securities owned by the Investor. The Company will promptly notify by facsimile or email each Investorwhose Registrable Securities are included in any Registration Statement of theeffectiveness of the Registration Statement and any post-effective amendment.

 

4

----

 

## 3.4           AdditionalObligations.  The Company will useits best efforts to (a) register and qualify the Registrable Securitiescovered by a Registration Statement under such other securities or blue skylaws of such jurisdictions as each Investor who holds (or has the right tohold) Registrable Securities being offered reasonably requests, (b) prepareand file in those jurisdictions any amendments (including post-effectiveamendments) and supplements to such registrations and qualifications as may benecessary to maintain their effectiveness during the Registration Period, (c) takeany other actions necessary to maintain such registrations and qualificationsin effect at all times during the Registration Period, and (d) take anyother actions reasonably necessary or advisable to qualify the RegistrableSecurities for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not required, in connectionwith such obligations, to (i) qualify to do business in any jurisdictionwhere it would not otherwise be required to qualify but for this Section 3.4,(ii) subject itself to general taxation in any such jurisdiction, (iii) filea general consent to service of process in any such jurisdiction, (iv) provideany undertakings that cause material expense or material burden to the Company,or (v) make any change in its charter or bylaws, which in each case theBoard of Directors of the Company determines to be contrary to the bestinterests of the Company and its stockholders.

##  

## 3.5           UnderwrittenOfferings.  If the Investors who holda majority in interest of the Registrable Securities being offered in anoffering pursuant to a Registration Statement or any amendment or supplementthereto under this Agreement select underwriters reasonably acceptable to theCompany for such offering, the Company will enter into and perform itsobligations under an underwriting agreement in usual and customary formincluding, without limitation, customary indemnification and contributionobligations, with the managing underwriter of such offering.

##  

## 3.6           Suspensionof Registration.

##  

### (a)           TheCompany will notify (by telephone and also by facsimile and reputable overnightcourier) each Investor who holds Registrable Securities being sold pursuant toa Registration Statement of the happening of any event of which the Company hasknowledge as a result of which the prospectus included in the RegistrationStatement as then in effect includes an untrue statement of a material fact oromits to state a material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances under which theywere made, not misleading.  The Companywill make such notification as promptly as practicable (but in no event morethan two business days) after the Company becomes aware of the event, willpromptly (but in no event more than ten business days) prepare and file asupplement or amendment to the Registration Statement to correct such untruestatement or omission, and will deliver a number of copies of such supplementor amendment to each Investor as such Investor may reasonably request.

###  

### (b)           Notwithstandingthe obligations under Section 3.6(a), if in the good faith judgment of theCompany, following consultation with legal counsel, it would be detrimental tothe Company and its stockholders for resales of Registrable Securities to bemade pursuant to the Registration Statement due to the existence of a materialdevelopment or potential material development involving the Company which theCompany would be obligated to disclose in the Registration Statement, but whichdisclosure would be premature or otherwise inadvisable at such time or wouldreasonably be expected to have a material adverse effect upon the Company andits stockholders, the Company will have the right to suspend the use of theRegistration Statement for a period of not more than forty-five days, provided,however, that the Company may so defer or suspend the use of the RegistrationStatement no more than one time in any twelve-month period.

 

5

----

 

### (c)           Subjectto the Company’s rights under this Section 3, the Company will use itsbest efforts to prevent the issuance of any stop order or other suspension ofeffectiveness of a Registration Statement and, if such an order is issued, willuse its best efforts to obtain the withdrawal of such order at the earliestpossible time and to notify each Investor that holds Registrable Securitiesbeing sold (or, in the event of an underwritten offering, the managingunderwriters) of the issuance of such order and the resolution thereof.

###  

### (d)           Notwithstandinganything to the contrary contained herein or in the Purchase Agreement, if theuse of the Registration Statement is suspended by the Company, the Company willpromptly (but in no event more than two business days) give notice of thesuspension to all Investors whose securities are covered by the RegistrationStatement, and will promptly (but in no event more than two business days)notify each such Investor as soon as the use of the Registration Statement maybe resumed.  Notwithstanding anything tothe contrary contained herein or in the Purchase Agreement, the Company willcause the Transfer Agent to deliver unlegended shares of Common Stock to atransferee of an Investor in accordance with the terms of the PurchaseAgreement in connection with any sale of Registrable Securities with respect towhich such Investor has entered into a contract for sale prior to receipt ofnotice of such suspension and for which such Investor has not yet settled,unless otherwise prohibited by law.

###  

## 3.7           Reviewby the Investors.  The Company willpermit a single firm of legal counsel, designated by the Investors who hold amajority in interest of the Registrable Securities being sold pursuant to aRegistration Statement (“Investor’s Counsel”), to review the RegistrationStatement and all amendments and supplements thereto a reasonable amount oftime (not to exceed five (5) days) prior to their filing with the SEC, andwill not file any document in a form to which such counsel reasonably objects,unless otherwise required by law in the opinion of the Company’s counsel.  The sections of any such RegistrationStatement including information with respect to the Investors, the Investors’beneficial ownership of securities of the Company or the Investors’ intendedmethod of disposition of Registrable Securities must conform to the informationprovided to the Company by each of the Investors or Investors Counsel.

##  

## 3.8           ComfortLetter; Legal Opinion.  At therequest of the Investors who hold a majority in interest of the RegistrableSecurities being sold pursuant to a Registration Statement, and on the datethat Registrable Securities are delivered to an underwriter for sale inconnection with the Registration Statement, the Company will furnish to theInvestors and the underwriters (i) a letter, dated such date, from theCompany’s independent certified public accountants, in form and substance as iscustomarily given by independent certified public accountants to underwritersin an underwritten public offering, addressed to the underwriters; and (ii) anopinion, dated such date, from counsel representing the Company for purposes ofthe Registration Statement, in form and substance as is customarily given in anunderwritten public offering, addressed to the underwriters and Investors.

##  

## 3.9           DueDiligence; Confidentiality.

##  

### (a)           TheCompany will make available for inspection by any Investor whose RegistrableSecurities are being sold pursuant to a Registration Statement, any underwriterparticipating in any disposition pursuant to the Registration Statement, andany attorney, accountant or other agent retained by any such Investor orunderwriter (collectively, the “Inspectors”), all pertinent financial and otherrecords, pertinent corporate documents and properties of the Company(collectively, the “Records”), as each Inspector reasonably deems necessary toenable the Inspector

 

6

----

 

### to exercise itsdue diligence responsibility.  TheCompany will cause its officers, directors and employees to supply allinformation that any Inspector may reasonably request for purposes ofperforming such due diligence.

###  

### (b)           EachInspector will hold in confidence, and will not make any disclosure (except toan Investor) of, any Records or other information that the Company determinesin good faith to be confidential, and of which determination the Inspectors areso notified, unless (i) the disclosure of such Records is necessary toavoid or correct a misstatement or omission in any Registration Statement, (ii) therelease of such Records is ordered pursuant to a subpoena or other order from acourt or government body of competent jurisdiction, (iii) the informationin such Records has been made generally available to the public other than bydisclosure in violation of this or any other agreement (to the knowledge of therelevant Inspector), (iv) the Records or other information was developedindependently by an Inspector without breach of this Agreement, (v) theinformation was known to the Inspector before receipt of such information fromthe Company, or (vi) the information was disclosed to the Inspector by athird party without restriction.  TheCompany is not required to disclose any confidential information in the Recordsto any Inspector unless and until such Inspector has entered into a confidentialityagreement (in form and substance reasonably satisfactory to the Company) withthe Company with respect thereto, substantially in the substance of this Section 3.9(b).  Each Investor will, upon learning thatdisclosure of Records containing confidential information is sought in or by acourt or governmental body of competent jurisdiction or through other means,give prompt notice to the Company and allow the Company, at the Company’sexpense, to undertake appropriate action to prevent disclosure of, or to obtaina protective order for, the Records deemed confidential.  Nothing herein will be deemed to limit theInvestor’s ability to sell Registrable Securities in a manner that is otherwiseconsistent with applicable laws and regulations.

###  

### (c)           TheCompany will hold in confidence, and will not make any disclosure of,information concerning an Investor provided to the Company under this Agreementunless (i) disclosure of such information is necessary to comply withfederal or state securities laws, (ii) the disclosure of such informationis necessary to avoid or correct a misstatement or omission in any RegistrationStatement, (iii) the release of such information is ordered pursuant to asubpoena or other order from a court or governmental body of competentjurisdiction, (iv) such information has been made generally available tothe public other than by disclosure in violation of this Agreement or any otheragreement, (v) the information was disclosed to the Company by a thirdparty without restriction or (vi) such Investor consents to the form andcontent of any such disclosure.  If theCompany learns that disclosure of such information concerning an Investor issought in or by a court or governmental body of competent jurisdiction orthrough other means, the Company will give prompt notice to such Investor priorto making such disclosure and allow such Investor, at its expense, to undertakeappropriate action to prevent disclosure of, or to obtain a protective orderfor, such information.

###  

## 3.10         TransferAgent; Registrar.  The Company willprovide a transfer agent and registrar, which may be a single entity, for theRegistrable Securities not later than the effective date of the RegistrationStatement.

##  

## 3.11         ShareCertificates.  The Company willcooperate with the Investors who hold Registrable Securities being sold andwith the managing underwriter(s), if any, to facilitate the timely preparationand delivery of certificates (not bearing any restrictive legends) representingRegistrable Securities to be offered pursuant to a Registration Statement andwill enable such certificates to be in such denominations or amounts as thecase may be, and registered in such names as the Investors or

 

7

----

 

## the managingunderwriter(s), if any, may reasonably request, all in accordance with Article Vof the Purchase Agreement.

##  

## 3.12         Planof Distribution.  At the request ofthe Investors holding a majority in interest of the Registrable Securitiesregistered pursuant to a Registration Statement, the Company will promptly prepareand file with the SEC such amendments (including post-effective amendments) andsupplements to the Registration Statement, and the prospectus used inconnection with the Registration Statement, as may be necessary in order tochange the plan of distribution set forth in such Registration Statement.

##  

## 3.13         SecuritiesLaws Compliance.  The Company willcomply with all applicable laws related to any Registration Statement relatingto the offer and sale of Registrable Securities and with all applicable rules andregulations of governmental authorities in connection therewith (including,without limitation, the Securities Act, the Exchange Act and the rules andregulations promulgated by the SEC).

##  

## 3.14         FurtherAssurances.  The Company will takeall other reasonable actions as any Investor or the underwriters, if any, mayreasonably request to expedite and facilitate disposition by such Investor ofthe Registrable Securities pursuant to the Registration Statement.

##  

# **ARTICLE IV****OBLIGATIONS OF THE INVESTORS**

#  

## 4.1           InvestorInformation.  As a condition to theobligations of the Company to complete any registration pursuant to thisAgreement with respect to the Registrable Securities of each Investor, suchInvestor shall furnish to the Company such information regarding itself, theRegistrable Securities held by it and the intended method of disposition of theRegistrable Securities held by it as is reasonably required by the Company toeffect the registration of the Registrable Securities.  At least ten business days prior to the firstanticipated filing date of a Registration Statement for any registration underthis Agreement, the Company will notify each Investor of the information theCompany requires from that Investor if the Investor elects to have any of its RegistrableSecurities included in the Registration Statement, other than informationcontained in the Selling Securityholder Notice and Questionnaire attachedhereto as Annex A, which shall be completed and delivered to the Company nolater than five days after the Closing Date or Second Closing Date, asapplicable.  If, within two business daysprior to the filing date, the Company has not received the requestedinformation from an Investor, then the Company may file the RegistrationStatement without including Registrable Securities of that Investor.

##  

## 4.2           FurtherAssurances.  Each Investor willcooperate with the Company, as reasonably requested by the Company, inconnection with the preparation and filing of any Registration Statementhereunder, unless such Investor has notified the Company in writing of suchInvestor’s election to exclude all of such Investor’s Registrable Securitiesfrom the Registration Statement.

##  

## 4.3           Suspensionof Sales.  Upon receipt of any noticefrom the Company of the happening of any event of the kind described in Section 3.6,each Investor will immediately discontinue disposition of RegistrableSecurities pursuant to the Registration Statement covering such RegistrableSecurities until it receives copies of the supplemented or amended prospectuscontemplated by Section 3.6.  If sodirected by the Company, each Investor will deliver to the Company (at theexpense of the Company) or destroy (and deliver to the Company a certificate ofdestruction) all

 

8

----

 

## copies in theInvestor’s possession (other than a limited number of file copies) of theprospectus covering such Registrable Securities that is current at the time ofreceipt of such notice.

##  

## 4.4           UnderwrittenOfferings.

##  

### (a)           IfInvestors holding a majority in interest of the Registrable Securities beingregistered (with the approval of the Initial Investors) determine to engage theservices of an underwriter, each Investor will enter into and perform suchInvestor’s obligations under an underwriting agreement, in usual and customaryform, including, without limitation, customary indemnification and contributionobligations, with the managing underwriter of such offering, and will take suchother actions as are reasonably required in order to expedite or facilitate thedisposition of the Registrable Securities, unless such Investor has notifiedthe Company in writing of such Investor’s election to exclude all of itsRegistrable Securities from such Registration Statement.

###  

### (b)           Withoutlimiting any Investor’s rights under Section 2.1 hereof, no Investor mayparticipate in any underwritten distribution hereunder unless such Investor (a) agreesto sell such Investor’s Registrable Securities on the basis provided in anyunderwriting arrangements approved by the Investors entitled hereunder toapprove such arrangements, (b) completes and executes all questionnaires,powers of attorney, indemnities, underwriting agreements and other documentsreasonably required under the terms of such underwriting arrangements, and (c) agreesto pay its pro rata share of all underwriting discounts and commissionsapplicable with respect to its Registrable Securities.

###  

# **ARTICLE V****EXPENSES OF REGISTRATION**

#  

The Company will bear allreasonable expenses, other than underwriting discounts and commissions, andtransfer taxes, if any, incurred in connection with registrations, filings orqualifications pursuant to Articles II and III of this Agreement, including,without limitation, all registration, listing and qualifications fees, printersand accounting fees, the fees and disbursements of counsel for the Company, andthe reasonable fees and disbursements of one firm of legal counsel selected bythe Initial Investors pursuant to Section 3.7 hereof.

 

9

----

 

# **ARTICLE VI****INDEMNIFICATION**

#  

In the event that anyRegistrable Securities are included in a Registration Statement under thisAgreement:

 

## 6.1           Tothe extent permitted by law, the Company will indemnify, defend and holdharmless each Investor that holds such Registrable Securities, and agents,employees, attorneys, accountants, underwriters (as defined in the SecuritiesAct) for such Investors and any directors or officers of such Investor or suchunderwriter and any person who controls such Investor or such underwriterwithin the meaning of the Securities Act or the Exchange Act (each, an “InvestorIndemnified Person”) against any losses, claims, damages, expenses orliabilities (collectively, and together with actions, proceedings or inquiriesby any regulatory or self-regulatory organization, whether commenced orthreatened in respect thereof, “Claims”) to which any of them become subjectunder the Securities Act, the Exchange Act or otherwise, insofar as such Claimsarise out of or are based upon any of the following statements, omissions orviolations in a Registration Statement filed pursuant to this Agreement, anypost-effective amendment thereof or any prospectus included therein:  (a) any untrue statement or allegeduntrue statement of a material fact contained in the Registration Statement orany post-effective amendment thereof or the omission or alleged omission tostate therein a material fact required to be stated therein or necessary tomake the statements therein not misleading, (b) any untrue statement oralleged untrue statement of a material fact contained in the prospectus or anypreliminary prospectus (as it may be amended or supplemented) or the omissionor alleged omission to state therein any material fact necessary to make thestatements made therein, in light of the circumstances under which thestatements therein were made, not misleading, or (c) any violation oralleged violation by the Company of the Securities Act, the Exchange Act or anyother law, including without limitation any state securities law or any rule orregulation thereunder (the matters in the foregoing clauses (a) through (c) being,collectively, “Violations”).  Subject tothe restrictions set forth in Section 6.4 with respect to the number oflegal counsel, the Company will reimburse the Investors and each such attorney,accountant, underwriter or controlling person and each such other InvestorIndemnified Person, promptly as such expenses are incurred and are due andpayable, for any legal fees or other reasonable expenses incurred by them inconnection with investigating or defending any Claim.  Notwithstanding anything to the contrarycontained herein, the indemnification agreement contained in this Section 6.1(i) does not apply to a Claim by an Investor Indemnified Person arisingout of or based upon a Violation that occurs in reliance upon and in conformitywith information furnished in writing to the Company by such InvestorIndemnified Person expressly for use in the Registration Statement or any suchamendment thereof or supplement thereto, if such prospectus or supplementthereto was timely made available by the Company pursuant to Section 3.3hereof; and (ii) does not apply to amounts paid in settlement of any Claimif such settlement is made without the prior written consent of the Company,which consent will not be unreasonably withheld. This indemnity obligation willremain in full force and effect regardless of any investigation made by or onbehalf of the Indemnified Persons and will survive the transfer of theRegistrable Securities by the Investors under Article IX of thisAgreement.

##  

## 6.2           Inconnection with any Registration Statement in which an Investor isparticipating, each such Investor will indemnify and hold harmless, to the sameextent and in the same manner set forth in Section 6.1 above, the Company,each of its directors, each of its officers who signs the RegistrationStatement, each person, if any, who controls the Company within the meaning ofthe Securities Act or the Exchange Act, and any other stockholder sellingsecurities pursuant to the Registration Statement or any of its directors orofficers or any person who controls such stockholder

 

10

----

 

## within the meaningof the Securities Act or the Exchange Act (each a “Company Indemnified Person”)against any Claim to which any of them may become subject under the SecuritiesAct, the Exchange Act or otherwise, insofar as such Claim arises out of or isbased upon any Violation, in each case to the extent (and only to the extent)that such Violation occurs in reliance upon and in conformity with writteninformation furnished to the Company by such Investor expressly for use in suchRegistration Statement.  Subject to therestrictions set forth in Section 6.4 with respect to the number of legalcounsel, such Investor will promptly reimburse each Company Indemnified Personfor any legal or other expenses (promptly as such expenses are incurred and dueand payable) reasonably incurred by them in connection with investigating ordefending any such Claim.   However, theindemnity agreement contained in this Section 6.2 does not apply toamounts paid in settlement of any Claim if such settlement is effected withoutthe prior written consent of such Investor, which consent will not beunreasonably withheld, and no Investor will be liable under this Agreement(including this Section 6.2 and Article VII) for the amount of anyClaim that exceeds the net proceeds actually received by such Investor as aresult of the sale of Registrable Securities pursuant to such RegistrationStatement.  This indemnity will remain infull force and effect regardless of any investigation made by or on behalf of aCompany Indemnified Party and will survive the transfer of the RegistrableSecurities by the Investors under Article IX of this Agreement.

##  

## 6.3           Ifany proceeding shall be brought or any claim asserted against any personentitled to indemnity under Sections 6.1 or 6.2 hereof (an “Indemnified Party”),such Indemnified Party promptly shall notify the person from whom indemnity issought (the “Indemnifying Party”) in writing, and the Indemnifying Party shallassume the defense thereof, including the employment of counsel reasonablysatisfactory to the Indemnified Party and the payment of all reasonable feesand expenses incurred in connection with defense thereof; provided, however,that the failure of any Indemnified Party to give such notice shall not relievethe Indemnifying Party of its obligations or liabilities pursuant to thisAgreement, except (and only) to the extent that such failure shall haveproximately and materially adversely prejudiced the Indemnifying Party.

##  

## 6.4           AnIndemnified Party shall have the right to employ separate counsel in any suchproceeding and to participate in the defense thereof, but the fees and expensesof such counsel shall be at the expense of such Indemnified Party orIndemnified Parties unless: (i) the Indemnifying Party has agreed inwriting to pay such fees and expenses; (ii) the Indemnifying Party shallhave failed promptly to assume the defense of such proceeding and to employcounsel reasonably satisfactory to such Indemnified Party in any suchproceeding; or (iii) the named parties to any such proceeding (including anyimpleaded parties) include both such Indemnified Party and the IndemnifyingParty, and such Indemnified Party shall have been advised by counsel that aconflict of interest is likely to exist if the same counsel were to representsuch Indemnified Party and the Indemnifying Party (in which case, if suchIndemnified Party notifies the Indemnifying Party in writing that it elects toemploy separate counsel at the expense of the Indemnifying Party, theIndemnifying Party shall not have the right to assume the defense thereof andsuch counsel shall be at the reasonable expense of the Indemnifying Party;provided, however, that in no event shall the Indemnifying Party be responsiblefor the fees and expenses of more than one separate counsel).  The Indemnifying Party shall not be liablefor any settlement of any such proceeding effected without its written consent,which consent shall not be unreasonably withheld.  No Indemnifying Party shall, without theprior written consent of the Indemnified Party, effect any settlement of anypending proceeding in respect of which any Indemnified Party is a party, unlesssuch settlement includes an unconditional release of such Indemnified Partyfrom all liability on Claims that are the subject matter of such proceeding.

 

11

----

 

## 6.5           Subjectto the foregoing, all reasonable fees and expenses of the Indemnified Party(including fees and expenses to the extent incurred in connection withinvestigating or preparing to defend such proceeding in a manner notinconsistent with this Section) shall be paid to the Indemnified Party, asincurred, within ten (10) Business Days of written notice thereof to theIndemnifying Party, which notice shall be delivered no more frequently than ona monthly basis (regardless of whether it is ultimately determined that anIndemnified Party is not entitled to indemnification hereunder; provided, thatthe Indemnifying Party may require such Indemnified Party to undertake toreimburse all such fees and expenses to the extent it is finally judiciallydetermined that such Indemnified Party is not entitled to indemnificationhereunder).

##  

# **ARTICLE VII****CONTRIBUTION**

#  

If the indemnificationprovided for in Article VI is held by a court of competent jurisdiction tobe unavailable to an indemnified party with respect to any loss, liability,claim, damage or expense referred to herein, then the indemnifying party, inlieu of indemnifying such indemnified party hereunder, shall contribute to theamount paid or payable by such indemnified party as a result of such loss,liability, claim, damage, or expense in such proportion as is appropriate toreflect the relative fault of the indemnifying party, on the one hand, and ofthe indemnified party, on the other, in connection with the statements oromissions that resulted in such loss, liability, claim, damage or expense, aswell as any other relevant equitable considerations; provided, that in no eventshall any contribution by a Investor under this Article VII exceed the netproceeds from the offering received by such Investor, except in the case offraud by such Investor.  The relativefault of the indemnifying party and of the indemnified party shall bedetermined by reference to, among other things, whether the untrue or allegeduntrue statement of a material fact or the omission to state a material factrelates to information supplied by the indemnifying party or by the indemnifiedparty and the parties’ relative intent, knowledge, access to information, andopportunity to correct or prevent such statement or omission.

 

# **ARTICLE VIII****EXCHANGE ACT REPORTING**

#  

In order to makeavailable to the Investors the benefits of Rule 144 or any similar rule orregulation of the SEC that may at any time permit the Investors to sellsecurities of the Company to the public without registration, the Company will:

 

### (a)           Filewith the SEC in a timely manner, and make and keep available, all reports andother documents required of the Company under the Securities Act and theExchange Act so long as the Company remains subject to such requirements andfile and make available of such reports and other documents as required for theapplicable provisions of Rule 144; and

###  

### (b)           Furnishto each Investor, so long as such Investor holds Registrable Securities,promptly upon the Investor’s request, (i) a written statement by theCompany that it has complied with the reporting requirements of Rule 144,the Securities Act and the Exchange Act, (ii) a copy of the most recentannual or quarterly report of the Company and such other reports and documentsfiled by the Company with the SEC, and (iii) such other information as maybe reasonably requested to permit the Investors to sell such securitiespursuant to Rule 144 without registration.

 

12

----

 

# **ARTICLE IX****ASSIGNMENT OF REGISTRATION RIGHTS**

#  

The rights of the InitialInvestors hereunder, including the right to have the Company registerRegistrable Securities pursuant to this Agreement, may be assigned by theInitial Investors to transferees or assignees of all or any portion of theRegistrable Securities, but only if (a) the Investor agrees in writingwith the transferee or assignee to assign such rights, and a copy of suchagreement is furnished to the Company within a reasonable time after suchassignment, (b) the Company is, within a reasonable time after suchtransfer or assignment, furnished with written notice of the name and addressof such transferee or assignee and the securities with respect to which suchregistration rights are being transferred or assigned, (c) after suchtransfer or assignment, the further disposition of such securities by thetransferee or assignee is restricted under the Securities Act and applicablestate securities laws, (d) at or before the time the Company received thewritten notice contemplated by clause (b) of this sentence, the transfereeor assignee agrees in writing with the Company to be bound by all of theprovisions contained herein, (e) such transfer is made in accordance withthe applicable requirements of the Purchase Agreement, and (f) thetransferee is an “accredited investor” as that term is defined in Rule 501of Regulation D.

 

# **ARTICLE X****AMENDMENT OF REGISTRATION RIGHTS**

#  

This Agreement may beamended and the obligations hereunder may be waived (either generally or in aparticular instance, and either retroactively or prospectively) only with thewritten consent of the Company and of the Investors who then hold a majority ofthe Registrable Securities.  Anyamendment or waiver effected in accordance with this Article X is bindingupon each Investor and the Company.

 

# **ARTICLE XI****MISCELLANEOUS**

#  

## 11.1         ConflictingInstructions.  A person or entity isdeemed to be a holder of Registrable Securities whenever such person or entityowns of record such Registrable Securities. If the Company receives conflicting instructions, notices or electionsfrom two or more persons or entities with respect to the same RegistrableSecurities, the Company will act upon the basis of instructions, notice orelection received from the registered owner of such Registrable Securities.

##  

## 11.2         Notices.  Any notices required or permitted to be givenunder the terms of this Agreement will be given as set forth in the PurchaseAgreement.

##  

## 11.3         Waiver.  Failure of any party to exercise any right orremedy under this Agreement or otherwise, or delay by a party in exercisingsuch right or remedy, does not operate as a waiver thereof.

##  

## 11.4         GoverningLaw.  This Agreement will be governedby and interpreted in accordance with the federal securities laws and the lawsof the State of California without regard to the principles of conflict oflaws.  The parties hereto hereby submitto the exclusive jurisdiction of the United States federal and state courtslocated in the County of Orange, State of California with respect to anydispute arising under this Agreement, the agreements entered into in connectionherewith or the transactions contemplated hereby or thereby. EACH PARTY HEREBYIRREVOCABLY WAIVES

 

13

----

 

## ANY RIGHT THAT IT MAY HAVETO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTEHEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATEDHEREBY.

##  

## 11.5         Severability.  If any provision of this Agreement is invalidor unenforceable under any applicable statute or rule of law, then suchprovision will be deemed modified in order to conform with such statute or rule oflaw.  Any provision hereof that may proveinvalid or unenforceable under any law will not affect the validity orenforceability of any other provision hereof.

##  

## 11.6         EntireAgreement.  This Agreement and thePurchase Agreement (including all schedules and exhibits thereto) constitutethe entire agreement among the parties hereto with respect to the subjectmatter hereof and thereof.  There are norestrictions, promises, warranties or undertakings, other than those set forthor referred to herein or therein.  ThisAgreement supersedes all prior agreements and understandings among the partieshereto with respect to the subject matter hereof.

##  

## 11.7         Successorsand Assigns.  Subject to therequirements of Article IX hereof, this Agreement inures to the benefit ofand is binding upon the successors and assigns of each of the parties hereto.  Notwithstanding anything to the contraryherein, including, without limitation, Article IX, the rights of anInvestor hereunder are assignable to and exercisable by a bona fide pledgee ofthe Registrable Securities in connection with an Investor’s margin or brokerageaccounts.

##  

## 11.8         Headings.  The headings of this Agreement are forconvenience of reference only, are not part of this Agreement and do not affectits interpretation.

##  

## 11.9         Counterparts.  This Agreement may be executed in two or morecounterparts, each of which is deemed an original but all of which constituteone and the same agreement.  ThisAgreement, once executed by a party, may be delivered to the other party heretoby facsimile transmission, and facsimile signatures are binding on the partieshereto.

##  

## 11.10       FurtherAssurances.  Each party will do andperform, or cause to be done and performed, all such further acts and things,and will execute and deliver all other agreements, certificates, instrumentsand documents, as another party may reasonably request in order to carry outthe intent and accomplish the purposes of this Agreement and the consummationof the transactions contemplated hereby.

##  

## 11.11       Consents.  Unless otherwise provided in this Agreement,all consents and other determinations to be made by the Investors pursuant tothis Agreement will be made by the Investors holding a majority in interest ofthe Registrable Securities.

##  

## 11.12       NoStrict Construction.  The languageused in this Agreement is deemed to be the language chosen by the parties toexpress their mutual intent, and no rules of strict construction will beapplied against any party.

##  

**[SIGNATURES ON FOLLOWING PAGE]**

 

14

----

 

IN WITNESS WHEREOF, the undersigned Investors and theCompany have caused this Registration Rights Agreement to be duly executed asof the date first above written.

 
|   | COMPANY:     |
|--------|--------------|
|   |         |
|   | DYNTEK, INC. |
|   |         |
|   |         |
|   | By:          | /s/ Casper Zublin, Jr. |
|   | Name:        | Casper Zublin, Jr. |
|   | Title:       | Chief Executive Officer |
|        |              |  |  |  |

 

15

----

 

**OMNIBUS SIGNATURE PAGE TO**

**DYNTEK, INC.**

**REGISTRATION RIGHTS AGREEMENT**

 

The undersigned herebyexecutes and delivers the Registration Rights Agreement to which this SignaturePage is attached, which, together with all counterparts of the Agreementand Signature Pages of the other parties named in said Agreement, shallconstitute one and the same document in accordance with the terms of theAgreement.

 
|   | Investor Name:             |   |
|--------|----------------------------|--------|
|   |                       |   |
|   | Sign Name:                 |   |
|   |                       |   |
|   | Print Name:                |   |
|   |                       |   |
|   | Address:                   |   |
|   |                       |   |
|   |                       |   |
|   |                       |   |
|   |                       |   |
|   |                       |   |
|   | Telephone:                 |   |
|   |                       |   |
|   | Facsimile:                 |   |
|   |                       |
|   | Number of Common Shares:   |   |
|   |                       |   |
|   | Number of Warrant  Shares: |   |
|        |                            |        |  |

 

i

----