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


 


500,000 Shares of Common Stock


 


 


of


 


 


DYNTEK, INC.


 


 


Void after October 26, 2015


 





















 


This is to certify that, in
exchange for the Warrantholder’s commitment to purchase one or more of the
Company’s Secured Promissory Notes, due December 31, 2006, in the original
aggregate principal amount of up to $1,250,000, 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 October 26, 2005 (the “Effective
Date”), pursuant to Section 2 hereof, up to 500,000 shares of the Company’s
Common Stock at the Exercise Price.


 


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 initially be the
greater of $0.10 per share or the price per Share at which the Common Stock is
sold in the Rights Offering, subject to adjustment from time to time pursuant
to Section 3(c) of this Agreement. 
If the Company has not completed or does not complete the Rights
Offering, the Adjustment Threshold will be $0.10 per share, subject to
adjustment as provided herein.


 


(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 the
tenth anniversary of the date on which the Warrant is first exercisable.


 


(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 initial Exercise Price will be the
greater of $0.10 per Share or the price per Share at which the Common Stock is
sold in the Rights Offering.  If the
Company has not completed or does not complete the Rights Offering, the
Exercise Price will be $0.10 per share, subject to adjustment as provided
herein.


 


(g)           “Rights Offering” means a proposed rights offering
pursuant to which the Company will distribute pro rata to the record holders of
its Common Stock non-transferable rights to subscribe for and purchase shares
of Common Stock.


 


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


 


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


 


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


 


(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 and Warrant 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)           If the outstanding shares of the Company’s Common Stock
are divided into a greater number of shares, the Company sells or issues shares
of Common Stock (other than Excluded Stock) in the Rights Offering or a
dividend in stock is paid on the Common Stock, the number of Shares for which
the Warrant is then exercisable will be proportionately increased and the
Exercise Price will be proportionately reduced; and,


 


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conversely, if the
outstanding shares of Common Stock are combined into a smaller number of shares
of Common Stock, the number of Shares for which the Warrant is then exercisable
will be proportionately reduced and the Exercise Price will be proportionately
increased.  The increases and reductions
provided for in this subsection 3(a) will be made with the intent
and, as nearly as practicable, the effect that neither the percentage of the
total equity of the Company obtainable on exercise of the Warrants nor the
price payable for such percentage upon such exercise will be affected by any
event described in this subsection 3(a).


 


(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 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, or shares issued pursuant to the Rights Offering) 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;


 


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(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 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, and; provided
further, that said limitation shall not apply if the transaction is unanimously
approved by the Board of Directors of the Company if a member of the Board of
Directors has been nominated by [                      ]


 


(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,


 


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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
(other than Shares issued pursuant to the Rights Offering), such number of such
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.


 


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4.             Mandatory Registration.


 


(a)           No later than fifteen days after the mailing of the Rights
Offering materials to holders of the Company’s Common Stock, the Company shall
file with the Securities and Exchange Commission a Registration Statement on Form S-3
meeting the requirements of the Securities Act registering (i) all Shares
which may be acquired upon the exercise of the Warrants and (ii) all
shares of Common Stock to be issued pursuant to the Rights Offering.  If Form S-3 is not available to the
Company at that time, then the Company will file a Registration Statement on
such form as is then available to effect a registration with the Securities and
Exchange Commission.  The Company shall
use its best efforts to have the Registration Statement declared effective
within 90 days after it is filed.


 


(b)           Within fifteen days following the earliest of (i) February 26,
2005, if the Company has not consummated the Rights Offering by such date; (ii) the
date the Company determines it is unable to register the Warrants on the same
Registration Statement with which the shares issued pursuant to the Rights
Offering will be registered; or (ii) the date the Company abandons the
Rights Offering, the Company shall file a Registration Statement, on Form S-3
or such other form as the Company is eligible to file, with the Securities and
Exchange Commission registering all Warrants. 
The Company shall use its best efforts to have the Registration
Statement declared effective within 90 days after it is filed.


 


(c)           Once the Registration Statement is declared effective by
the SEC, the Company will cause the Registration Statement to remain effective
under Rule 415 of the Securities Act until the earlier of (i) the
date all Warrants are exercised and converted into Shares or (ii) the
expiration of the Exercise Period.


 


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


 


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request to the Company by
the Warrantholder, into a certificate or certificates evidencing the same
aggregate number of Warrants.


 


8.             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.


 


9.             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.


 


10.           Governing Law; Jurisdiction; Jury Trial Waiver.  This Warrant will be governed by and
interpreted in accordance with the laws of the State of California 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 Orange, State
of California 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.


 


11.           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.


 


12.           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


 


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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.


 


13.           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.


 


14.           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.


 


15.           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 October    , 2005

  
	
   

  	
   

  
	
   

  	
  DYNTEK,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Agreed
  and Accepted as of October    , 2005

  
	
   

  	
   

  
	
   

  	
  [                           ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 





















 


NOTICE OF EXERCISE


 


To:          DYNTEK, INC.


 


The undersigned hereby
elects to purchase                    
shares of Common Stock (the “Shares”) of DynTek, Inc., a Delaware
corporation (the “Company”) pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price pursuant to the
terms of the Warrant.


 


Please issue certificates
representing the Common Stock purchased hereunder in the names and in the
denominations indicated below.


 


Please issue a new Warrant
for the unexercised portion of the attached Warrant, if any, in the name of the
undersigned.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  No. Warrant
  Shares:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Print
  Name of

  	
   

  
	
  Stockholder:

  	
   

  	
   

  	
  Title: