EXHIBIT 10.4
SECURITY AND PLEDGE AGREEMENT
SECURITY AND PLEDGE AGREEMENT, dated as of March 8, 2006, among DynTek, Inc., a
Delaware corporation (the "Company), DynTek Services, Inc., a Delaware
corporation (the "Subsidiary" and, together with the Company, the "Debtors"),
and SACC Partners, L.P. and Lloyd I. Miller, III (the "Purchasers") who are
parties to that certain Purchase Agreement (as hereinafter defined). Certain
defined terms are set forth in Article 10 hereof.
Recitals
WHEREAS, the Company, the Purchasers and Trust A-4 - Lloyd I. Miller are parties
to a Note Purchase Agreement dated as of the date hereof (the "Purchase
Agreement"); and
WHEREAS, it is a condition to the Purchasers' obligation to enter into the
Purchase Agreement and to extend credit to the Company thereunder that the
Debtors execute and deliver this Security and Pledge Agreement as security for
the payment and performance of all obligations of the Debtors to the Purchasers
and to guarantee all of the obligations of the Debtors under the Purchase
Agreement and this Agreement:
NOW, THEREFORE, in consideration of the premises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE 1.
GRANT OF SECURITY
Section 1.1
Grant of Security. The Debtors
hereby grant to the Purchasers a lien and continuing security interest
("Security Interest") in and to, and a right of set-off against, all of the
following personal property and fixtures of the Debtors, whether now owned by or
owing to, or hereafter acquired by or arising in favor of, such Debtor
(including under any trade names, styles or derivations thereof), and whether
owned or consigned by or to, or leased from or to, such Debtor, and regardless
of where located (all of which being hereinafter collectively referred to as the
"Collateral"):
(a)
all Accounts;
(B)
ALL CHATTEL PAPER;
(C)
ALL DOCUMENTS;
J-1
(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 OF SUCH DEBTOR;
(K)
THE COMMERCIAL TORT CLAIMS IDENTIFIED ON
SCHEDULE B HERETO; AND
(L)
TO THE EXTENT