Exhibit 10.01
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of February 10,
2005, is made by and among DynTek, Inc., a Delaware corporation, with
headquarters located at 18881 Von Karman Ave., Suite 250, Irvine, California
92512 (the "Company"), and the investors named on the signature pages hereto,
together with their permitted transferees (each, an "Investor" and collectively,
the "Investors").
RECITALS:
A.
The Company and the Investors are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Section 4(2) of the Securities Act and Rule 506 under Regulation D.
B.
The Investors desire, upon the terms and conditions stated in this
Agreement, to purchase in the aggregate of 14,807,692 shares of the Company's
Common Stock (the "Common Shares") and warrants, in the form of Exhibit A
hereto, to purchase such number of shares of the Company's Common Stock (the
"Warrant Shares") equal to twenty-five percent (25%) of the Common Shares,
rounded down to the nearest whole share (the "Warrants," and collectively with
the Common Shares, the "Securities"), for an aggregate purchase price of Seven
Million Six Hundred Ninety-Nine Thousand Nine Hundred Ninety-Nine and 84/100
Dollars ($7,699,999.84) (the "Purchase Price").
The purchase price per share of
each Common Share and the corresponding Warrant for 0.25 shares is $0.52.
C.
Contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement under which the Company has agreed to provide certain registration
rights under the Securities Act, the rules and regulations promulgated
thereunder and applicable state securities laws.
D.
The capitalized terms used herein and not otherwise defined have
the meanings given them in Article IX hereof.
In consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investors hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF SECURITIES
1.1
PURCHASE AND SALE OF SECURITIES.
AT THE CLOSING, SUBJECT TO THE
TERMS OF THIS AGREEMENT AND THE SATISFACTION OR WAIVER OF THE CONDITIONS SET
FORTH IN ARTICLES VI AND VII HEREOF, THE COMPANY WILL ISSUE AND SELL TO EACH
INVESTOR, AND EACH INVESTOR WILL (ON A SEVERAL AND NOT A JOINT BASIS) PURCHASE
FROM THE COMPANY, THE NUMBER OF SECURITIES SET FORTH BENEATH SUCH INVESTOR'S
NAME ON THE SIGNATURE PAGES HEREOF.
1.2
PAYMENT.
AT OR PRIOR TO THE CLOSING, EACH INVESTOR WILL PAY THE
PURCHASE PRICE FOR THE NUMBER OF SECURITIES SET FORTH BENEATH ITS NAME ON THE
SIGNATURE PAGES HEREOF, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS IN
ACCORDANCE WITH THE WIRE INSTRUCTIONS SET FORTH ON EXHIBIT B HERETO.
THE COMPANY SHALL DELIVER TO EACH INVESTOR THE DELIVERABLES IDENTIFIED IN
ARTICLE VII ON THE CLOSING DATE AND CERTIFICATES REPRESENTING THE COMMON SHARES
SO PURCHASED BY SUCH INVESTOR WITHIN THREE (3) BUSINESS DAYS FOLLOWING THE
CLOSING DATE AGAINST DELIVERY OF THE PURCHASE PRICE AS DESCRIBED ABOVE.
1.3
CLOSING DATE.
SUBJECT TO THE SATISFACTION OR