Exhibit 10.7
AGREEMENT TO AMEND THE AMENDED
AND RESTATED SECURED
CONVERTIBLE TERM NOTE AND COMMON STOCK PURCHASE
WARRANT
This AGREEMENT (the
“Agreement”) is entered into as of October
, 2005 (the “Agreement Date”),
by and among DynTek, Inc., a Delaware corporation (the
“Company”) and Laurus Master Fund, Ltd.
(“Laurus”).
RECITALS
A.
WHEREAS, on November 15, 2004, the
Company issued that certain Amended and Restated Secured
Convertible Term Note (the “Note”) to Laurus for an
aggregate principal amount of $6,649,999, pursuant to which the
Company is obligated to make certain monthly payments of principal
beginning on December 1, 2005 (each an “Amortization
Date”) and ending on January 30, 2007 (the “Maturity
Date”), on which date the aggregate principal amount of the
Note, together with any accrued and unpaid interest thereon, is
required to have been paid in full;
B.
WHEREAS, in connection with the
issuance of the Note, the Company issued to Laurus a five-year
amended and restated warrant to purchase 1,046,150 shares of common
stock of the Company, exercisable at $0.65 per share (the
“Warrant”);
C.
WHEREAS, Laurus has agreed to defer
each of the first Amortization Date and Maturity Date by three (3)
months, respectively;
D.
WHEREAS, pursuant to that certain
Security Agreement by DynTek, Inc. in favor of Laurus Master Fund,
Ltd. dated January 30, 2004 (the “Security Agreement”)
and in connection with the Company’s Obligations (as such
term is defined in the Security Agreement), the Company granted to
Laurus a security interest in substantially all of the
Company’s assets, which are more specifically set forth in
the Security Agreement as the “Collateral,” and the
Company agreed to certain covenants with respect to the Collateral
set forth in Sections 3(d), 3(f), 4(c) and 10 of the Security
Agreement (the “Covenants”);
E.
WHEREAS, the Company proposes to
enter into a Note Purchase Agreement by and between the Company and
SACC Partners, L.P. and Lloyd Miller (the “Subordinated
Lenders”), pursuant to which the Company will issue Secured
Promissory Notes, due December 31, 2006, in an aggregate amount not
to exceed $2.5 million (the “Bridge Financing”), which
Secured Promissory Notes shall be secured by a security interest in
the collateral as set forth on Exhibit A hereto (the
Collateral,” and such security interest the “Security
Interest”), which Security Interest will be junior and
subordinated, at all times, to any security interest of Laurus
whether now or hereafter existing;
F.
WHEREAS, the payments to be made
pursuant to the Secured Promissory Notes shall be subordinated to
the Company’s Obligations to Laurus pursuant to the terms of
Section 3 hereof; and
G.
WHEREAS, to further induce Laurus to
defer the first Amortization Date and Maturity Date and to consent
to the Bridge Financing, the Company has agreed to reduce the
exercise price of the Warrant to $0.25 per share.
