Exhibit 10.1
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (the "Agreement") is made as of October 27, 2006,
by and between DynTek, Inc., a Delaware corporation ("Parent"), DynTek Canada
Inc., an Ontario corporation and wholly owned subsidiary of Parent ("Buyer"),
Sensible Security Solutions Inc., an Ontario corporation ("Seller"), 3849597
Canada Inc., a Canadian corporation (the "Shareholder") and Paul Saucier, a
natural person who is the President of Seller and who owns indirectly all of the
issued and outstanding common shares of Seller (the "Principal Owner" and
collectively with the Shareholder, the "Principal Owners").
Capitalized terms
used herein and not defined herein are defined in Exhibit A attached hereto.
R E C I T A L S
WHEREAS, Seller is engaged in the business of providing information technology
service offerings including, among other things, hardware and software
management and integration, network and custom software design, project
management and consulting services (the "Business");
WHEREAS, Buyer desires to purchase and Seller desires to sell to Buyer
substantially all of the assets of the Business, subject to the terms and
conditions of this Agreement; and
WHEREAS, the Board of Directors of Parent and Buyer, in accordance with the laws
of their respective jurisdictions of organization and their respective charter
documents, and the Board of Directors and the sole shareholder of Seller, in
accordance with the laws of the Province of Ontario and Seller's constating
documents, have approved this Agreement upon the terms and subject to the
conditions set forth in this Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the terms, covenants, and conditions
hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES
1.1
PURCHASED ASSETS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, BUYER HEREBY AGREES TO PURCHASE FROM SELLER, AND SELLER HEREBY AGREES
TO SELL, CONVEY, TRANSFER AND ASSIGN TO BUYER, ON THE CLOSING DATE (AS
HEREINAFTER DEFINED), ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO THE
ASSETS OF SELLER USED IN CONNECTION WITH THE BUSINESS, OTHER THAN THE EXCLUDED
ASSETS (COLLECTIVELY, THE "PURCHASED ASSETS"), FREE AND CLEAR OF ANY AND ALL
ENCUMBRANCES, EXCEPT FOR THE PERMITTED ENCUMBRANCES (AS HEREINAFTER DEFINED) SET
FORTH ON SCHEDULE 1.1 AND OTHER THAN THE RESTRICTIONS ON THE TRANSFER OF THE
ASSIGNED CONTRACTS.
THE PURCHASED ASSETS SHALL INCLUDE, BUT SHALL NOT BE
LIMITED TO, THE FOLLOWING:
(A)
ALL OF SELLER'S RIGHTS AND OBLIGATIONS UNDER ALL OF THE AGREEMENTS
OF THE SELLER RELATING TO THE BUSINESS, ALL OF WHICH ARE IDENTIFIED ON SCHEDULE
1.1(A) ATTACHED HERETO (COLLECTIVELY THE "ASSIGNED CONTRACTS");
(B)
ALL OF SELLER'S ACCOUNTS OR NOTES RECEIVABLE FROM AND INCLUDING
OCTOBER 1, 2006, AND ALL CASH AND CASH EQUIVALENTS, RELATED TO THE BUSINESS, ALL
OF WHICH ARE IDENTIFIED ON SCHEDULE 1.1(B) ATTACHED HERETO AND ALL SCHEDULES,
RECORDS AND OTHER DOCUMENTATION RELATED TO SUCH ACCOUNTS OR NOTES RECEIVABLE,
AND CASH OR CASH EQUIVALENTS;
(C)
ALL OF SELLER'S SUPPLIES, COMPUTERS, EQUIPMENT, FURNITURE AND
FIXTURES, AND ALL OTHER TANGIBLE PERSONAL PROPERTY