PURCHASE AGREEMENT
(INCLUDING ALL SCHEDULES AND EXHIBITS THERETO) CONSTITUTE THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
THERE ARE NO RESTRICTIONS, PROMISES, WARRANTIES OR UNDERTAKINGS, OTHER THAN
THOSE SET FORTH OR REFERRED TO HEREIN OR THEREIN.
THIS AGREEMENT SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
11.7
SUCCESSORS AND ASSIGNS.
SUBJECT TO THE REQUIREMENTS OF ARTICLE IX
HEREOF, THIS AGREEMENT INURES TO THE BENEFIT OF AND IS BINDING UPON THE
SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES HERETO.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY HEREIN, INCLUDING, WITHOUT LIMITATION, ARTICLE IX, THE RIGHTS OF
AN INVESTOR HEREUNDER ARE ASSIGNABLE TO AND EXERCISABLE BY A BONA FIDE PLEDGEE
OF THE REGISTRABLE SECURITIES IN CONNECTION WITH AN INVESTOR'S MARGIN OR
BROKERAGE ACCOUNTS.
11.8
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT AND DO NOT AFFECT ITS
INTERPRETATION.
11.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH IS DEEMED AN ORIGINAL BUT ALL OF WHICH CONSTITUTE
ONE AND THE SAME AGREEMENT.
THIS AGREEMENT, ONCE EXECUTED BY A PARTY, MAY BE
DELIVERED TO THE OTHER PARTY HERETO BY FACSIMILE TRANSMISSION, AND FACSIMILE
SIGNATURES ARE BINDING ON THE PARTIES HERETO.
11.10
FURTHER ASSURANCES.
EACH PARTY WILL DO AND PERFORM, OR CAUSE TO BE
DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND WILL EXECUTE AND
DELIVER ALL OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS
ANOTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
11.11
CONSENTS.
UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, ALL CONSENTS
AND OTHER DETERMINATIONS TO BE MADE BY THE INVESTORS PURSUANT TO THIS AGREEMENT
WILL BE MADE BY THE INVESTORS HOLDING A MAJORITY IN INTEREST OF THE REGISTRABLE
SECURITIES.
11.12
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT IS
DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT,
AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
[SIGNATURES ON FOLLOWING PAGE]
14
IN WITNESS WHEREOF, the undersigned Investors and the Company have caused this
Registration Rights Agreement to be duly executed as of the date first above
written.
COMPANY:
DYNTEK, INC.
By:
/s/ Casper Zublin, Jr.
Name:
Casper Zublin, Jr.
Title:
Chief Executive Officer
15
OMNIBUS SIGNATURE PAGE TO
DYNTEK, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration Rights Agreement
to which this Signature Page is attached, which, together with all counterparts
of the Agreement and Signature Pages of the other parties named in said
Agreement, shall constitute one and the same document in accordance with the
terms of the Agreement.
Investor Name:
Sign Name:
Print Name:
Address:
Telephone:
Facsimile:
Number of Common Shares:
Number of Warrant Shares:
i