time to time, at the request of Laurus and
without further consideration, the Company will execute and deliver, or cause to
be executed and delivered, such other instruments and take such other action as
Laurus may reasonably request in order to carry out the purposes of this
Agreement.
(B)
EFFECTIVENESS.
THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNTIL SUCH TIME AS LAURUS HAS HAD THE OPPORTUNITY TO REVIEW AND
COMMENT ON THE DEFINITIVE DOCUMENTATION OF THE BRIDGE FINANCING AND CONSENTS TO
THE FINAL FORM THEREOF.
(C)
RATIFICATION; EFFECT.
THIS AGREEMENT SHALL
BE CONSTRUED IN CONNECTION WITH AND AS PART OF EACH OF THE NOTE AND WARRANT, AS
APPLICABLE, AND ALL TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS SET FORTH IN EACH OF THE NOTE AND WARRANT AND EACH OTHER
INSTRUMENT OR AGREEMENT REFERRED TO IN THE NOTE OR WARRANT, AS APPLICABLE,
EXCEPT AS HEREIN AMENDED, ARE HEREBY RATIFIED AND CONFIRMED AND SHALL REMAIN IN
FULL FORCE AND EFFECT.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH SUCH COUNTERPART CONSTITUTING AN
ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
(E)
NON-PUBLIC INFORMATION.
LAURUS UNDERSTANDS
THAT THE COMPANY HAS AN AFFIRMATIVE OBLIGATION TO MAKE PROMPT PUBLIC DISCLOSURE
OF MATERIAL AGREEMENTS AND MATERIAL AMENDMENTS TO SUCH AGREEMENTS. THE COMPANY
COVENANTS TO DISCLOSE THE MATERIAL INFORMATION SET FORTH HEREIN ON FORM 8-K
WITHIN FOUR (4) DAYS OF THE DATE HEREOF.
[Signature page follows]
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.
THE COMPANY:
DynTek, Inc.
By:
Name:
Title:
LAURUS:
Laurus Master Fund, Ltd.
By:
Name:
Title:
ACKNOWLEDGED AND AGREED:
SUBORDINATED LENDERS:
SACC Partners, L.P.
By:
Name:
Title
Lloyd Miller
EXHIBIT A
COLLATERAL
A security interest will be taken in the following by the Subordinated Lenders,
to the extent a security interest may be taken therein under applicable law:
(A)
ALL ACCOUNTS;
(B)
ALL CHATTEL PAPER;
(C)
ALL DOCUMENTS;
(D)
ALL GENERAL INTANGIBLES (INCLUDING MARKS,
COPYRIGHTS, PATENTS, PAYMENT INTANGIBLES, PROPRIETARY INFORMATION AND TRADE
SECRETS);
(E)
ALL GOODS (INCLUDING INVENTORY, EQUIPMENT
AND FIXTURES);
(F)
ALL INSTRUMENTS;
(G)
ALL INVESTMENT PROPERTY, INCLUDING (I) ALL
SHARES OF THE CAPITAL STOCK OR MEMBERSHIP INTERESTS OF EACH SUBSIDIARY OWNED OR
HELD BY EACH DEBTOR, WHETHER NOW OWNED OR HEREAFTER FORMED OR ACQUIRED (THOSE
SHARES AND MEMBERSHIP INTERESTS BEING LISTED AND DESCRIBED ON SCHEDULE A
ATTACHED HERETO), AND ALL SUBSTITUTIONS AND ADDITIONS TO SUCH SHARES (HEREIN,
THE "PLEDGED SECURITIES"), (II) ALL DIVIDENDS, DISTRIBUTIONS, AND SUMS
DISTRIBUTABLE OR PAYABLE FROM, UPON OR IN RESPECT OF THE PLEDGED SECURITIES, AND
(III) ALL OTHER RIGHTS AND PRIVILEGES INCIDENT TO THE PLEDGED SECURITIES (ALL OF
THE FOREGOING BEING HEREINAFTER REFERRED TO COLLECTIVELY AS THE "STOCK
COLLATERAL");
(H)
ALL DEPOSIT ACCOUNTS OF SUCH DEBTOR,
INCLUDING ALL BLOCKED ACCOUNTS, CONCENTRATION ACCOUNTS, DISBURSEMENT ACCOUNTS,
AND ALL OTHER BANK
ACCOUNTS AND ALL DEPOSITS THEREIN;
(I)
ALL MONEY, CASH OR CASH EQUIVALENTS OF
SUCH DEBTOR;
(J)
ALL SUPPORTING OBLIGATIONS AND
LETTER-OF-CREDIT RIGHTS