EXHIBIT 10.1


 


FOURTH AMENDED WARRANT AGREEMENT


 


FOURTH AMENDED
WARRANT AGREEMENT dated as of December 9, 2005 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 “Fourth
Amendment.”).


 


WHEREAS, the
Company proposes to extend the expiration date of its outstanding Class A
Warrants, which are publicly traded and currently exercisable at $2.00 per
share, for two additional years until December 11, 2007 to permit the
Company to retain the ability to obtain additional capital without incurring
the expense and experiencing the delays inherent in either a secondary public
offering or a private placement of securities;


 


WHEREAS, in
connection with extension of the expiration date of the Company’s outstanding
Class A Warrants, the Company hereby enters into this Fourth 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”),
and the Third Amended Warrant Agreement dated April 10, 2001 between
Tekinsight.com, Inc. and the Warrant Agent (the “Third Amendment”, and
collectively, with the Original Agreement, the First Amendment and the Second
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 5.1 OF THE WARRANT AGREEMENT.  Section 5.1 of the Warrant Agreement is
hereby amended to read as follows:


 


“5.1.        Term
of Warrants.  Subject to the terms of
this Agreement, each Holder of Class A Warrants shall have the right, which may
be exercised during the period commencing on the first anniversary of the date
hereof and ending at the close of business on the fifteenth anniversary of the
date hereof, to purchase from the Company the number of fully-paid and
non-assessable Warrant Shares which the Holder may at the time be entitled to
purchase on exercise of such Warrants.”


 


3.             AMENDMENT TO SECTION 11 OF THE WARRANT AGREEMENT.  Section 11 of the Warrant Agreement is hereby
amended to read as follows:


 


“11.         Expiration
of Warrants.  At the close of business on
the fifteenth anniversary of the date hereof, all outstanding Class A Warrants
shall become null and void and all rights of all holders thereof and thereunder
and under this Agreement shall cease.”


 


4.             AMENDMENT TO SECTION 26 OF THE WARRANT AGREEMENT.  Section 26 of the Warrant Agreement is hereby
amended to read as follows:


 


“26.         Termination.  This Agreement shall terminate at the close
of business on the day which is seven (7) days after the fifteenth anniversary
of the date hereof, or such earlier date upon which all Warrants have been
exercised, except that the Warrant Agent shall account to the Company for any
cash held by it after the termination hereof.”


 


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


 





















 


6.             SUCCESSORS.  All the covenants and
provisions of this Fourth 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.


 


7.             APPLICABLE LAW.  This Fourth
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.


 


8.             BENEFITS OF THIS AMENDED WARRANT AGREEMENT.  Nothing in this Fourth 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
Fourth Amendment.  This Fourth Amendment
shall be for the sole and exclusive benefit of the Company, the Warrant Agent
and the Holders of the Warrants.


 


9.             COUNTERPARTS.  This Fourth
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.


 


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


 


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


 


	
   

  	
  DYNTEK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert I. Webber

  
	
   

  	
   

  	
   Robert I.
  Webber

  
	
   

  	
   

  	
   President
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herbert J. Lemmer

  
	
   

  	
   

  	
  Herbert J. Lemmer

  
	
   

  	
  Its:

  	
  Vice President