EXHIBIT 10.6


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE  NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933  OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO A
REGISTRATION OR AN EXEMPTION FROM SUCH REGISTRATION.


 


PURCHASE WARRANT


 


Issued to:


 






 


Exercisable to Purchase


 


____% of the Shares of Common Stock of the
Company

Outstanding as of the Exercise


 


 


of


 


 


DYNTEK,
INC.


 


 


Void after December __, 2016


 

















 


This is to certify that,
in exchange for the Warrantholder’s commitment to purchase one or more of the
Company’s Senior Secured Promissory Notes, due March __, 2010, in the
original aggregate principal amount of $_________, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and subject to the terms and conditions set forth below, the
Warrantholder is entitled to purchase, and the Company promises and agrees to
sell and issue to the Warrantholder, at any time on or after March __,
2006 (the “Effective Date”), pursuant to Section 2 hereof, up to that
number of shares of Common Stock of the Company equal to ____% of the shares of
capital stock of the Company outstanding at the time of exercise, calculated on
a fully diluted basis.


 


This Warrant certificate
is issued subject to the following terms and conditions:


 


1.             Definitions
of Certain Terms.  Except as may be
otherwise clearly required by the context, the following terms have the
following meanings:


 


(a)           “Adjustment
Threshold” will be $0.001 per share subject to adjustment from time to time
pursuant to Section 3(c) of this Agreement.


 


(b)           “Common
Stock” means the common stock, $0.0001 par value, of the Company.


 


(c)           “Company”
means DynTek, Inc., a Delaware corporation.


 


(d)           “Effective
Date” has the meaning set forth in the preamble to this Agreement.


 


(e)           “Exercise
Period” means the period of time commencing on the Effective Date and
ending at 5 p.m. Pacific Time on December __, 2016.


 


(f)            “Exercise
Price” means the price at which the Warrantholder may purchase one Share
upon exercise of Warrants as determined from time to time pursuant to the
provisions hereof.  The Exercise Price will
be $0.001 per Share.


 


(g)           “Note
Purchase Agreement” means that certain Note Purchase Agreement, dated as of
the Effective Date, by and among, the Company, the initial Warrantholder, SACC
Partners, L.P. and Trust A-4 - Lloyd I. Miller.


 


(h)           “Securities
Act” means the Securities Act of 1933, as amended.


 


(i)            “Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(j)            “Share”
or “Shares” refers to one or more shares of Common Stock issuable on
exercise of the Warrant.


 


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(k)           “Warrant”
means the warrant evidenced by this certificate or any certificate obtained
upon transfer or partial exercise of the Warrant evidenced by any such
certificate.


 


(l)            “Warrants”
means all warrants issued pursuant to the Note Purchase Agreement by and among
the Warrantholders and the Company.


 


(m)          “Warrantholder”
means a record holder of the Warrant or Shares. 
The initial Warrantholder is set forth on the cover page of this
Warrant.


 


2.             Exercise
of Warrants.  All or any part of the
Warrant may be exercised during the Exercise Period by surrendering the
Warrant, together with appropriate instructions, duly executed by the
Warrantholder or by its duly authorized attorney, and delivery of payment in
full by the Warrantholder, in lawful money of the United States, of the
Exercise Price payable with respect to the Shares being purchased at the office
of the Company, 19700 Fairchild Road, Suite 230, Irvine, California 92612,
Attention: Chief Financial Officer, or at such other office or agency as the
Company may designate.  The date on which
such instructions and the Exercise Price are received by the Company shall be
the date of exercise.  Upon receipt of
notice of exercise and the Exercise Price, the Company shall immediately
instruct its transfer agent to prepare certificates for the Shares to be received
by the Warrantholder and shall use commercially reasonable efforts to cause
such certificates to be prepared and delivered to the Warrantholder in
accordance with the Warrantholder’s instructions within three business days
after the date of exercise.  If the
Warrantholder shall provide the Company with an opinion of counsel to the
effect that the legend set forth on the face of this Warrant is not required,
such certificates shall not bear a legend with respect to the Securities Act.


 


If
fewer than all the Shares purchasable under the Warrant are purchased, the
Company will, upon such partial exercise, execute and deliver to the
Warrantholder a new Warrant certificate (dated the date hereof), in form and
tenor similar to this Warrant certificate, evidencing that portion of the
Warrant not exercised.  The Shares to be
obtained on exercise of the Warrant will be deemed to have been issued, and any
person exercising the Warrants will be deemed to have become a holder of record
of those Shares, as of the date of the payment of the Exercise Price.


 


3.             Adjustments
in Certain Events.  The number,
class, and price of the Shares for which this Warrant is exercisable are
subject to adjustment from time to time upon the happening of certain events as
follows:


 


(a)           Notwithstanding
the fact that the Company may divide its Common Stock into a greater number of
shares, pay a dividend on its Common Stock or combine its Common Stock into a
smaller number of shares, in no event shall the Exercise Price be increased as
a result of such action with respect to the Common Stock of the Company.


 


(b)           In
case of any change in the Common Stock through merger, consolidation,
reclassification, reorganization, partial or complete liquidation, purchase of
substantially all the assets of the Company, or other change in the capital
structure of the Company, then, as a condition of such change, lawful and
adequate provision will be made


 


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so that the holder
of this Warrant will have the right thereafter to receive upon the exercise of
the Warrant the kind and amount of shares of stock or other securities or
property to which he would have been entitled if, immediately prior to such
event, he had held the number of Shares obtainable upon the exercise of the
Warrant.  In any such case, appropriate
adjustment will be made in the application of the provisions set forth herein
with respect to the rights and interest thereafter of the Warrantholder, to the
end that the provisions set forth herein will thereafter be applicable, as
nearly as reasonably may be, in relation to any shares of stock or other
property thereafter deliverable upon the exercise of the Warrant.  The Company will not permit any change in its
capital structure to occur unless the issuer of the shares of stock or other
securities to be received by the holder of this Warrant, if not the Company,
agrees to be bound by and comply with the provisions of this Warrant.


 


(c)           Subsequent
to the effective date, if the Company shall sell or issue shares of Common
Stock (other than Excluded Stock, as defined hereinafter for a consideration
per share less than the Adjustment Threshold, then, upon such sale or issuance,
the Exercise Price shall be adjusted so that the Exercise Price shall equal the
price determined by dividing the aggregate amount of consideration, if any,
received, or to be received, by the Company upon such issuance or sale by the
number of shares sold, issued or issuable. 
Upon any adjustment of the Exercise Price pursuant to this Section 3(c),
the adjusted Exercise Price shall be the Adjustment Threshold with respect to
future issuances by the Company after any such adjustment.


 


(i)            For purposes of this Section 3(c),
the consideration received by the Company for the issue of any shares of Common
Stock shall be computed as follows:


 


(A)          insofar as it consists of cash, at
the aggregate amount of cash received by the Company before deducting any
reasonable discounts, commissions or other expenses allowed, paid or incurred
by the Company for any underwriting or otherwise in connection with such
issuance;


 


(B)           insofar as it consists of property
other than cash, at the fair market value thereof at the time of such issue, as
determined in good faith by the Company’s Board of Directors; and


 


(C)           in the event that it consists of
consideration covering both cash and property, aggregate value of all such
consideration so received, computed as provided in clauses (A) and (B) above,
as reasonably determined in good faith by the Company’s independent auditors.


 


(ii)           For purposes of this Section 3(c),
“Excluded Stock” shall mean (A) all shares issuable upon the exercise or
conversion of currently outstanding warrants, options, other rights to purchase
Common Stock and convertible securities outstanding as of the Effective Date, (B) all
shares issued or issuable pursuant to any incentive plan or arrangement
approved by the Board of Directors for the benefit of the Company’s employees,
officers, directors or consultants or others with important business
relationships with the Company; provided that the number
of shares issued or issuable to officers and directors of the Company who are
reporting persons under


 


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Section 16
of the Securities Exchange Act under this subsection and after the
Effective Date shall not exceed the number of shares equal to five percent (5%)
of the fully diluted outstanding shares of Common Stock of the Company,
calculated using the treasury stock method immediately prior to the issuance of
such shares of Common Stock, in the aggregate, subject to adjustment for
subdivisions and combinations and net of any repurchases of such shares or
cancellations or expirations of rights to purchase.


 


(iii)          In the event of any change in the Exercise
Price as a result of the issuance of such rights, warrants or options or such
convertible securities, the Exercise Price shall be recomputed to reflect such
change, but no further adjustment shall be made for the actual issuance of
Common Stock or any payment of such consideration upon the exercise of any such
rights, warrants or options or the conversion of such securities.


 


(iv)          Upon the expiration of any such
rights, warrants or options or the termination of any such rights or
convertible securities, the Exercise Price, to the extent in any way affected
by or computed using such rights, warrants or options or convertible
securities, shall be recomputed to reflect the issuance of only the number of
shares of Common Stock actually issued upon the exercise of such rights,
warrants or options or upon the conversion of such securities.


 


(d)           For
purposes of this Section 3, the sale or issuance by the Company of rights,
warrants or options to purchase Common Stock or securities convertible into
Common Stock shall be deemed to be the sale or issuance of shares of Common
Stock (in which event the subsequent exercise thereof shall not be deemed to be
a separate sale or issuance for purposes of this Section 3), and the
consideration therefor shall consist of the consideration received by the
Company upon issuance of such rights, warrants, options or convertible
securities plus any consideration to be received upon the exercise or
conversion thereof.


 


(e)           When
any adjustment is required to be made in the number of Shares or other
securities or property purchasable upon exercise of the Warrant, the Company
will promptly determine the new number of such Shares or other securities or
property purchasable upon exercise of the Warrant and (i) prepare and
retain on file a statement describing in reasonable detail the method used in
arriving at the new number of such Shares or other securities or property
purchasable upon exercise of the Warrant and (ii) cause a copy of such
statement to be mailed to the Warrantholder within thirty (30) days after the
date of the event giving rise to the adjustment.


 


(f)            No
fractional shares of Common Stock or other securities will be issued in
connection with the exercise of the Warrant, but the Company will pay, in lieu
of fractional shares, a cash payment therefor on the basis of the mean between
the bid and asked prices of the Common Stock in the over-the-counter market or
the closing price on a national securities exchange or Nasdaq on the day
immediately prior to exercise.


 


(g)           If
securities of the Company or securities of any subsidiary of the Company are
distributed pro rata to holders of Common Stock, such number of such 


 


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securities will be
distributed to the Warrantholder or his assignee upon exercise of this Warrant
as the Warrantholder or assignee would have been entitled to if the portion of
the Warrant evidenced by this Warrant certificate had been exercised prior to
the record date for such distribution. 
The provisions with respect to adjustment of the Common Stock provided
in this Section 3 will also apply to the securities to which the
Warrantholder or his assignee is entitled under this subsection 3(g).


 


(h)           In
the event (i) the Company establishes a record date to determine the
holders of any class of securities who are entitled to receive any dividend or
other distribution or (ii) there occurs any change in the Common Stock
through merger, consolidation, reclassification, reorganization, partial or
complete liquidation, purchase of substantially all of the assets of the
Company or other change in the capital structure of the Company, the Company
shall give to the holder hereof a notice specifying (a) the date of such
record date for the purpose of such dividend or distribution and a description
of such dividend or distribution, (b) the date on which any such merger,
consolidation, reclassification, reorganization, sale, liquidation or other
change in the capital structure of the Company is expected to become effective,
and (c) the time, if any, that is to be fixed, as to when the holders of
record of Common Stock (or other securities) shall be entitled to exchange
their shares of Common Stock (or other securities) for securities or other
property deliverable upon such merger, consolidation, reclassification,
reorganization, sale, liquidation or other change in the capital structure of
the Company.  Such written notice shall
be given to the holder of this Warrant at least ten (10) days prior to the
date specified in such notice on which any such action is to be taken.


 


4.             Registration.  Warrantholder shall have the registration
rights as set forth in the Note Purchase Agreement pursuant to Article VI,
which is hereby incorporated by reference.


 


5.             Reservation
of Shares.  The Company agrees that
the number of shares of Common Stock or other securities sufficient to provide
for the exercise of the Warrant upon the basis set forth above will at all
times during the term of the Warrant be reserved for exercise.  If at any time the Company does not have a
sufficient number of shares of Common Stock or other securities authorized to
provide for the exercise of the Warrant, the Company shall take such actions as
may be reasonably necessary to increase the number of authorized shares of Common
Stock or other securities to provide for exercise of the Warrant.


 


6.             Validity
of Shares.  All Shares or other
securities delivered upon the exercise of the Warrant will be duly and validly
issued in accordance with their terms, and, in the case of capital stock, will,
when issued and delivered in accordance with their terms against payment
therefor as provided in the Warrant, be fully paid and nonassessable, and the
Company will pay all documentary and transfer taxes, if any, in respect of the
original issuance thereof upon exercise of the Warrant.


 


7.             Transfer.
This Warrant may be freely sold, transferred, assigned or hypothecated by the
Warrantholder.  The Warrant may be
divided or combined, upon request to the Company by the Warrantholder, into a certificate
or certificates evidencing the same aggregate number of Warrants.


 


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8.             Voting
Rights.  Pursuant to the terms of Section 5.18
of the Note Purchase Agreement, the Company will use its reasonable best
efforts to obtain stockholder approval of an amendment to its Certificate of
Incorporation pursuant to Section 221 of the Delaware General Corporation
Law to provide that the Warrentholders may vote the Shares issuable upon
exercise of the Warrants prior to such exercise and issuance as though the
Warrants had been exercised and the Shares issued.


 


9.             No
Rights as a Stockholder.  Except as
otherwise provided herein, the Warrantholder will not, by virtue of ownership
of the Warrant, be entitled to any rights of a stockholder of the Company but
will, upon written request to the Company, be entitled to receive such
quarterly or annual reports as the Company distributes to its stockholders.


 


10.           No
Dividend.  Except to the extent
compliance is waived in writing by the Warrantholder, for as long as all or any
portion of this warrant shall remain outstanding, the Company will not, nor
will it permit any of its subsidiaries to declare or pay any dividends on or
make any other distributions in respect of any class or series of its capital
stock or other equity interest.


 


11.           Notice.  Any notices required or permitted to be given
under the terms of this Warrant must be sent by certified or registered mail
(return receipt requested) or delivered personally or by courier (including a
recognized overnight delivery service) or by facsimile and will be effective
five (5) days after being placed in the mail, if mailed by regular U.S.
mail, or upon receipt, if delivered personally, by courier (including a
recognized overnight delivery service) or by facsimile, in each case addressed
to a party.  The addresses for such
communications are:


 


If
to the Company:


 


Chief Financial Officer


DynTek, Inc.


19700 Fairchild Road, Suite 230


Irvine, California 92612


Fax:     (949) 955-0086


 


If
to a Warrantholder:  to the address set
forth immediately below the Warrantholder’s name on the signature pages hereto.


 


Each party will provide written notice to the other parties of any
change in its address.


 


12.           Governing
Law; Jurisdiction; Jury Trial Waiver. 
This Warrant will be governed by and interpreted in accordance with the
laws of the State of Delaware without regard to the principles of conflict of
laws.  The parties hereto hereby submit
to the exclusive jurisdiction of the United States federal and state courts
located in the County of New Castle, State of Delaware with respect to any
dispute arising under this Warrant. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT THAT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH.


 


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13.           Entire
Agreement.  This Warrant, the
exhibits and schedules hereto, and the documents referred to herein, constitute
the entire agreement and understanding of the parties hereto with respect to
the subject matter hereof, and supersede all prior and contemporaneous
agreements and understandings, whether oral or written, between the parties
hereto with respect to the subject matter hereof.


 


14.           Waiver;
Consent.  This Warrant may not be
changed, amended, terminated, augmented, rescinded or discharged (other than by
performance), in whole or in part, except by a writing executed by the parties
hereto, and no waiver of any of the provisions or conditions of this Warrant or
any of the rights of a party hereto shall be effective or binding unless such
waiver shall be in writing and signed by the party claimed to have consented
thereto.  Any amendment or waiver signed
by Warrantholders holding Warrants to purchase a majority of all of the Shares
issuable upon exercise of the Warrants then outstanding shall be binding upon
all Warrantholders.


 


15.           No
Impairment.  The Company will not, by
amendment of its Certificate of Incorporation, or through
reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in
order to protect the rights of the Warrantholder of this Warrant against dilution or other impairment.


 


16.           Remedies.  The Company stipulates that the remedies at
law of the Warrantholder of this Warrant in the event of any default or
threatened default by the Company in the performance of or compliance with any
of the terms of this Warrant are not adequate and may be enforced by a decree
for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.


 


17.           Severability.  If one or more provisions of this Warrant are
held to be unenforceable under applicable law, such provision shall be excluded
from this Warrant and the balance of the Warrant shall be interpreted as if
such provision were so excluded and the balance shall be enforceable in
accordance with its terms.


 


[SIGNATURES
ON FOLLOWING PAGE]


 


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[SIGNATURE
PAGE TO PURCHASE WARRANT]


 


IN
WITNESS WHEREOF, the parties hereto have executed this Warrant effective as of
the date set forth below.


 


Dated
as of March __, 2006


 


	
  DYNTEK, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Agreed and Accepted as of March __, 2006

  
	
   

  
	
  [WARRANTHOLDER]

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Its: