EXHIBIT 10.10


 


FIFTH AMENDED WARRANT AGREEMENT


 


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.”).


 


WHEREAS, the Company
proposes to decrease the Warrant Price of its outstanding Class A
Warrants, which are publicly traded and currently exercisable at $2.00 per
share, as a condition to the closing of the company’s equity financing at a per
share price equal to the new Warrant Price; and


 


WHEREAS, in connection
with the decrease of the Warrant Price, the Company hereby enters into this Fifth
Amendment, which amends the Warrant Agreement dated as of December 11,
1992 between Universal Self Care, Inc. and American Stock Transfer &
Trust Company (the “Original Agreement”), as previously amended by the Amended
Warrant Agreement dated as of November 30, 1999 between Tadeo Holdings, Inc.
and the Warrant Agent (the “First Amendment”), the Second Amended Warrant
Agreement dated November 30, 2000 between Tekinsight.com, Inc. and
the Warrant Agent (the “Second Amendment”), the Third Amended Warrant Agreement
dated April 10, 2001 between Tekinsight.com, Inc. and the Warrant
Agent (the “Third Amendment”), and the Fourth Amended Warrant Agreement dated December 9,
2005 between the Company and the Warrant Agent (the “Fourth Amendment”, and
collectively, with the Original Agreement, the First Amendment, the Second
Amendment, and the Third Amendment, the “Warrant Agreement”).


 


NOW, THEREFORE, in
consideration of the forgoing and for the purposes of defining the terms and
provisions of the Class A Warrants and the respective rights and
obligations thereunder of the Company and the registered owners of the Class A
Warrants (the “Holders”), the Company and the Warrant Agent hereby agree as
follows:


 


1.             DEFINITIONS.
 All terms not expressly defined herein
shall the have the same meaning as set forth in the Warrant Agreement.


 


2.             AMENDMENT
TO SECTION 9 OF THE WARRANT AGREEMENT. 
Section 9 of the Warrant Agreement is hereby amended to read as
follows:


 


“9.           Warrant
Price.  The price per share at which
Warrant Shares shall be purchasable upon exercise of Warrants (the “Warrant
Price”) shall be $0.02 per share, subject to adjustment pursuant to Section 10
hereof.”


 


3.             PROVISIONS
NOT AMENDED.  All terms of the Warrant
Agreement not otherwise amended hereby shall continue to remain in full force
and effect.


 


4.             SUCCESSORS.  All the covenants and provisions of this Fifth
Amendment by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


 


5.             APPLICABLE
LAW.  This Fifth Amendment shall be
governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to any principles of conflicts of law.


 

















 


6.             BENEFITS
OF THIS AMENDED WARRANT AGREEMENT.  Nothing
in this Fifth Amendment shall be construed to give any person or corporation
other than the Company, the Warrant Agent and the Holders any legal or
equitable right, remedy or claim under this Fifth Amendment.  This Fifth Amendment shall be for the sole
and exclusive benefit of the Company, the Warrant Agent and the Holders of the
Warrants.


 


7.             COUNTERPARTS.  This Fifth Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


8.             CAPTIONS.  The captions of the sections and subsections
of this Fifth Amendment have been inserted for convenience only and shall have
no substantive effect.


 


IN WITNESS WHEREOF, the
undersigned have duly executed this Fifth Amendment effective as of the date
first written above.


 


	
   

  	
  DYNTEK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Casper Zublin, Jr.

  
	
   

  	
  Name:

  	
  Casper Zublin, Jr.

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
					



 


	
   

  	
  AMERICAN STOCK TRANSFER & TRUST 

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herbert Lemmer

  
	
   

  	
  Name:

  	
  Herbert Lemmer

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


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