Exhibit 10.3
NOTE PURCHASE AGREEMENT
between
DYNTEK, INC.
and
THE PURCHASERS NAMED IN SCHEDULE I
Dated as of October 26, 2005
INDEX TO SCHEDULES
SCHEDULE I
Schedule of Purchasers
SCHEDULE II
Disclosure Schedule
INDEX TO EXHIBITS
EXHIBIT A
Form of Note
EXHIBIT B
Form of Stock Purchase Warrant
EXHIBIT C
Form of Security and Pledge Agreement
NOTE PURCHASE AGREEMENT, dated as of October 26, 2005, between DynTek, Inc., a
Delaware corporation (the "Company"), and the purchasers named in the attached
Schedule I (individually a "Purchaser" and collectively the "Purchasers").
WHEREAS, the Company wishes to issue and sell to the Purchasers up to an
aggregate of $2,500,000 in principal amount of its promissory notes, together
with stock purchase warrants exercisable for shares of capital stock of the
Company; and
WHEREAS, the Purchasers, severally, wish to purchase the notes and warrants on
the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement, the parties agree as follows:
ARTICLE I
PURCHASE, SALE OF NOTES AND TERMS OF NOTES AND WARRANTS
SECTION 1.01.
THE NOTES.
THE COMPANY HAS AUTHORIZED THE ISSUANCE AND SALE TO
THE PURCHASERS, IN THE RESPECTIVE AMOUNTS SET FORTH IN THE SCHEDULE OF
PURCHASERS ATTACHED HERETO, OF THE COMPANY'S SECURED PROMISSORY NOTES, DUE
DECEMBER 31, 2006, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF UP TO
$2,500,000.
THE NOTES SHALL BE SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT A
HERETO AND ARE HEREIN REFERRED TO INDIVIDUALLY AS A "NOTE" AND COLLECTIVELY AS
THE "NOTES," WHICH TERMS SHALL ALSO INCLUDE ANY NOTES DELIVERED IN EXCHANGE OR
REPLACEMENT THEREFOR.
SECTION 1.02.
THE WARRANTS.
THE COMPANY, IN RETURN FOR THE COMMITMENT OF THE
PURCHASERS TO PURCHASE THE NOTES, HAS ALSO AUTHORIZED THE ISSUANCE TO THE
PURCHASERS OF THE COMPANY'S STOCK PURCHASE WARRANTS (THE "WARRANTS") FOR THE
PURCHASE (SUBJECT TO ADJUSTMENT AS PROVIDED IN THE WARRANTS) OF 1,000,000 SHARES
OF THE COMPANY'S COMMON STOCK ("COMMON STOCK") AS SET FORTH IN THE WARRANTS.
THE WARRANTS SHALL BE SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT B HERETO
AND ARE HEREIN REFERRED TO INDIVIDUALLY AS A "WARRANT" AND COLLECTIVELY AS THE
"WARRANTS", WHICH TERMS SHALL ALSO INCLUDE ANY WARRANTS DELIVERED IN EXCHANGE OR
REPLACEMENT THEREFOR.
SECTION 1.03.
PURCHASE AND SALE OF NOTES.
THE COMPANY AGREES TO ISSUE AND
SELL TO THE PURCHASERS, AND, SUBJECT TO AND IN RELIANCE UPON THE
REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS OF THIS AGREEMENT, THE
PURCHASERS, SEVERALLY AND NOT JOINTLY, AGREE TO PURCHASE, THE NOTES SET FORTH
OPPOSITE THEIR RESPECTIVE NAMES IN THE SCHEDULE OF PURCHASERS ATTACHED AS
SCHEDULE I FOR THE AGGREGATE PURCHASE PRICE SET FORTH THEREIN.
THE CLOSING OF
SUCH PURCHASE AND SALE (THE "CLOSING") SHALL BE HELD AT THE OFFICE OF
[
], ON OCTOBER 26, 2005 AT 10:00 A.M., LOS ANGELES TIME, OR ON SUCH
OTHER DATE AND AT SUCH TIME AS MAY BE MUTUALLY AGREED UPON.
AT THE CLOSING, THE
COMPANY WILL ISSUE AND DELIVER TO EACH PURCHASER ONE