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.
NO
PROVISION OF THIS AGREEMENT MAY BE WAIVED OR AMENDED OTHER THAN BY AN INSTRUMENT
IN WRITING SIGNED BY THE PARTY TO BE CHARGED WITH ENFORCEMENT.
10.6
NOTICES.
ANY NOTICES REQUIRED OR PERMITTED TO BE GIVEN UNDER THE
TERMS OF THIS AGREEMENT MUST BE SENT BY CERTIFIED OR REGISTERED MAIL (RETURN
RECEIPT REQUESTED) OR DELIVERED PERSONALLY OR BY COURIER (INCLUDING A RECOGNIZED
OVERNIGHT DELIVERY SERVICE) OR BY FACSIMILE AND WILL BE EFFECTIVE FIVE DAYS
AFTER BEING PLACED IN THE MAIL, IF MAILED BY REGULAR U.S. MAIL, OR UPON RECEIPT,
IF DELIVERED PERSONALLY, BY COURIER (INCLUDING A RECOGNIZED OVERNIGHT DELIVERY
SERVICE) OR BY FACSIMILE, IN EACH CASE ADDRESSED TO A PARTY.
THE ADDRESSES FOR
SUCH COMMUNICATIONS ARE:
If to the Company:
Chief Financial Officer
DynTek, Inc.
18881 Von Karman Ave., Suite 250
Irvine, California 92512
Fax: (949) 955-0086
With copies to:
Christopher Ivey, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Fax: (949) 725-4100
If to an Investor: To the address set forth immediately below such Investor's
name on the signature pages hereto.
With a copy to:
Peter J. Tennyson, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
17
Costa Mesa, California 92626
Fax: (949) 668-6337
Each party will provide written notice to the other parties of any change in its
address in accordance with the notice provisions hereof.
10.7
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS BINDING UPON AND INURES
TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
THE COMPANY
WILL NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT
THE PRIOR WRITTEN CONSENT OF THE INVESTORS, AND NO INVESTOR MAY ASSIGN THIS
AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING, AN INVESTOR MAY ASSIGN
ALL OR PART OF ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANY OF ITS "AFFILIATES,"
AS THAT TERM IS DEFINED UNDER THE SECURITIES ACT, WITHOUT THE CONSENT OF THE
COMPANY SO LONG AS THE AFFILIATE IS AN ACCREDITED INVESTOR (WITHIN THE MEANING
OF REGULATION D UNDER THE SECURITIES ACT) AND AGREES IN WRITING TO BE BOUND BY
THIS AGREEMENT.
THIS PROVISION DOES NOT LIMIT THE INVESTOR'S RIGHT TO TRANSFER
THE SECURITIES PURSUANT TO THE TERMS OF THIS AGREEMENT OR TO ASSIGN THE
INVESTOR'S RIGHTS HEREUNDER TO ANY SUCH TRANSFEREE PURSUANT TO THE TERMS OF THIS
AGREEMENT.
10.8
THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
10.9
NO OTHER REPRESENTATIONS.
THE COMPANY MAKES NO REPRESENTATIONS OR
WARRANTIES IN ANY ORAL OR WRITTEN INFORMATION