EXHIBIT 10.8
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of March 8, 2006, is made by and
among DynTek, Inc., a Delaware corporation, with headquarters located at 19700
Fairchild Road, Suite 230, Irvine, California 92612 (the "Company"), and the
investors named on the signature pages hereto (the "Initial Investors").
RECITALS:
A.
In connection with the Securities Purchase Agreement dated
March 8, 2006 between the Initial Investors and the Company (the "Purchase
Agreement"), the Company has agreed, upon the terms and subject to the
conditions of the Purchase Agreement, to issue and sell to the Initial Investors
such number of shares of the Company's Common Stock (the "Common Shares") and
warrants to purchase shares of the Company's Common Stock as set forth in the
Purchase Agreement (the "Warrants" and, collectively with the Common Shares, the
"Securities").
B.
In order to induce the Initial Investors to execute and deliver
the Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act and applicable state securities laws with
respect to the Securities.
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 Initial Investors hereby agree as
follows:
ARTICLE I
DEFINITIONS
Capitalized terms used and not otherwise defined herein have the respective
meanings given them set forth in the Purchase Agreement.
In addition, as used
in this Agreement, the following terms have the following meanings:
1.1
"CLOSING DATE" MEANS THE DATE ON WHICH THE INITIAL PURCHASE OF THE
SECURITIES IS CONSUMMATED PURSUANT TO THE PURCHASE AGREEMENT.
1.2
"COMMON SHARES" MEANS THE SHARES OF COMMON STOCK SOLD PURSUANT TO
THE PURCHASE AGREEMENT.
1.3
"INVESTORS" MEANS THE INITIAL INVESTORS AND ANY OF THEIR
TRANSFEREES OR ASSIGNEES WHO AGREE TO BECOME BOUND BY THE PROVISIONS OF THIS
AGREEMENT IN ACCORDANCE WITH ARTICLE IX HEREOF.
1.4
"REGISTRABLE SECURITIES" MEANS THE COMMON SHARES AND THE WARRANT
SHARES, AND ANY SHARES OF CAPITAL STOCK ISSUED OR ISSUABLE FROM TIME TO TIME
(WITH ANY ADJUSTMENTS) IN EXCHANGE FOR OR OTHERWISE WITH RESPECT TO THE COMMON
SHARES OR WARRANT SHARES (INCLUDING SHARES ISSUED PURSUANT TO SECTION 2.2
HEREOF).
1.5
"REGISTRATION PERIOD" MEANS THE PERIOD BETWEEN THE DATE OF THIS
AGREEMENT AND THE EARLIER OF (I) THE DATE ON WHICH (X) ALL OF THE REGISTRABLE
SECURITIES HAVE BEEN SOLD BY THE INVESTORS PURSUANT TO THE REGISTRATION
STATEMENT AND (Y) ARE FREELY TRADABLE UNDER THE SECURITIES ACT (EXCEPT THAT THIS
CLAUSE (Y) SHALL NOT APPLY WITH RESPECT TO SHARES SOLD TO AFFILIATES), (II) THE
SECOND
ANNIVERSARY OF THE LAST DATE ON WHICH WARRANT SHARES ARE PURCHASED UNDER ANY
THEN-OUTSTANDING WARRANTS, OR (III) THE DATE ON WHICH ALL THE REGISTRABLE
SECURITIES MAY BE IMMEDIATELY SOLD BY THE INVESTORS WITHOUT REGISTRATION AND
WITHOUT RESTRICTION AS TO THE NUMBER OF REGISTRABLE SECURITIES TO BE SOLD,
PURSUANT TO RULE 144 OR OTHERWISE.
1.6
"REGISTRATION STATEMENT" MEANS A REGISTRATION STATEMENT OF THE
COMPANY FILED UNDER THE SECURITIES ACT.
1.7
THE TERMS