DYNTEK, INC.
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January 15, 2004
Re: Amendment to Registration Rights Agreement; and
Allonge to 20% Warrant Issued by DynTek, Inc.
(the "Company") in December 2003 Private Placement
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Gentlemen:
In connection with the filing of the Registration Statement by the
Company pursuant to the terms of the Registration Rights Agreement, dated as of
December 5, 2003, by and among the Company and each of the Purchasers (the
"Registration Agreement"), the Company and the Purchasers do hereby agree (the
"Amendment") that (i) Section 6(b) of the Registration Agreement is amended to
permit the Company to include in the Registration Statement, in addition to the
Registrable Securities, up to an additional 3,000,000 shares of Company Class A
Common Stock, $.0001 par value (the "Common Stock"), on behalf of Persons other
than the Purchasers and their transferees and (ii) Section 11(b) of any
warrants whose underlying Warrant Shares are included in Registrable Securities
shall be amended such that it shall not be deemed an event triggering
anti-dilution protection thereunder for the Company to issue up to 4,502, 817
other warrants to acquire shares of Common Stock, at a $.75 per share exercise
price (the "Additional Warrants"), if such Additional Warrants are issued in
consideration for a waiver granted to the Company by the holders of the
Additional Warrants of certain registration rights held by the holders of such
Additional Warrants. None of the Additional Warrants (or the shares underlying
such warrants) will be included in the Registration Statement. Except as
amended by the terms of this letter agreement, all other terms of the
Registration Agreement remain in full force and effect and are not amended.
In consideration for the Purchasers' agreement to the Amendment, the
warrants to purchase 20% of the shares of Common Stock (the "20% Warrants")
issued to the Purchasers pursuant to the terms of the Securities Purchase
Agreement, dated as of December 5, 2003, by and among the Company and the
Purchasers (the "Purchase Agreement"), the Company does hereby agree to amend
the terms of the 20% Warrants by entering into an Allonge to the 20% Warrants
in the form annexed hereto as Exhibit A (the "Allonge"), the effect of which
Allonge is reduction of the exercise price of such 20% Warrant from $1.00 per
share of Common Stock to $.75 per share of Common Stock (the "Reduction").
Except as amended by the terms of this letter agreement and the Allonge, all
other terms of the 20% Warrants remain in full force and effect and are not
amended.
All capitalized terms used in this letter agreement and not otherwise
defined herein shall have the meanings ascribed thereto in the Registration
Agreement. This letter agreement may be signed in any number of counterparts,
all of which when taken together shall constitute one and the same instrument.
Please acknowledge your agreement with the terms of this letter
agreement and your acceptance of the Allonge as evidence of the Reduction, by
signing the duplicate copies of this letter agreement and the Allonge, as
provided, and returning them to the Company.
Sincerely,
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▇▇▇▇▇▇ ▇. ▇▇▇▇, President
and Chief Executive Officer
AGREED AND ACKNOWLEDGED:
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[Name] [Title]
cc: Alpha Capital AG
Bristol Investment Fund, Ltd.
Bridges and PIPES, LLC
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RHP Master Fund, Ltd
M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ & Sons
Gamma Opportunity Capital Partners LP
Whalehaven Fund Limited
Stone Street ▇▇
▇▇▇▇▇▇ Capital