Exhibit 10.2
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT, dated as of
, 2005 (this
"Agreement"), from Dyntek, Inc., a Delaware corporation, and Dyntek Services,
Inc., a Delaware corporation (collectively, the "Sellers"), to New England
Technology Finance, LLC, a Delaware limited liability company, as purchaser
("Purchaser").
Capitalized terms shall have the meanings set forth in Section 9
hereto.
1.
AGREEMENT.
(A)
PURCHASE ON INITIAL PURCHASE DATE.
FOR GOOD AND VALUABLE
CONSIDERATION CONSISTING OF THE PURCHASE PRICE, THE RECEIPT AND SUFFICIENCY OF
WHICH ARE HEREBY ACKNOWLEDGED, EACH OF THE SELLERS, BY THESE PRESENTS, DOES
IRREVOCABLY AGREE TO GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER
AND DELIVER UNTO PURCHASER, AND UNTO PURCHASER'S SUCCESSORS AND ASSIGNS (WITHOUT
RECOURSE, EXCEPT AS SET FORTH BELOW) FOREVER, AS OF THE DATE HEREOF (THE
"INITIAL PURCHASE DATE"), ALL RIGHT, TITLE AND INTEREST IN AND TO THE PURCHASED
ASSETS, AND PURCHASER AGREES TO PURCHASE AND ACQUIRE ALL SUCH PURCHASED ASSETS
ON THE DATE HEREOF, SUBJECT TO THE CONDITIONS PRECEDENT SET FORTH IN SECTION
3(A) BELOW.
EACH PURCHASED ACCOUNT SHALL HAVE A UNIQUE SEQUENCE NUMBER MUTUALLY
AGREED TO BY SELLER AND PURCHASER AS SET FORTH IN THE LOCKBOX AGREEMENT.
(B)
PURCHASE ON ANY DATE SUBSEQUENT TO THE INITIAL PURCHASE DATE.
ANY
SELLER MAY, FROM TIME TO TIME AFTER THE INITIAL PURCHASE DATE, OFFER TO SELL TO
PURCHASER ADDITIONAL PURCHASED ASSETS BY PROVIDING PURCHASER A DULY EXECUTED
PURCHASE SUPPLEMENT, AND PURCHASER MAY, FROM TIME TO TIME, AT ITS SOLE
DISCRETION, AGREE TO PURCHASE SUCH ADDITIONAL PURCHASED ASSETS SUBJECT TO THE
CONDITIONS PRECEDENT SET FORTH IN SECTION 3(B) BELOW.
2.
EFFECTIVENESS; TRUE SALE; DISCLAIMER OF LIABILITY.
THE SELLERS
AND PURCHASER AGREE THAT THE SALE AND ASSIGNMENT OF EACH PURCHASED ASSET
PURSUANT HERETO SHALL BE EFFECTED IMMEDIATELY AND AUTOMATICALLY WITHOUT ANY
FURTHER ACT OR ACKNOWLEDGEMENT ON THE PART OF ANY SELLER, PURCHASER OR ANY OTHER
PERSON, BUT SUBJECT TO SECTION 3 BELOW.
THE SELLERS AND PURCHASER FURTHER AGREE
THAT THE SALE AND ASSIGNMENT OF THE PURCHASED ASSETS PURSUANT HERETO IS A SALE
AND ASSIGNMENT OF THE PURCHASED ASSETS FOR VALUABLE CONSIDERATION AND SHALL IN
NO EVENT BE CONSTRUED AS A SALE AND ASSIGNMENT OF THE PURCHASED ASSETS FOR
SECURITY.
PURCHASER SHALL HAVE NO OBLIGATION OR LIABILITY WITH RESPECT TO ANY
CONTRACTS OR UNDERLYING OBLIGATIONS RELATING TO THE PURCHASED ASSETS, AND
PURCHASER SHALL HAVE NO OBLIGATION OR LIABILITY TO ANY OBLIGOR THEREON OR
CUSTOMER OR OTHER CLIENT OF ANY SELLER (INCLUDING ANY OBLIGATIONS TO PERFORM ANY
OF THE OBLIGATIONS OF ANY SELLER UNDER OR IN RESPECT OF CONTRACTS OR OTHER
UNDERLYING OBLIGATIONS RELATING TO THE PURCHASED ASSETS).
THE ASSUMPTION OF ANY
SUCH OBLIGATION OR LIABILITY BY PURCHASER IS EXPRESSLY DISCLAIMED.
3.
CONDITIONS PRECEDENT.
(A)
THE EFFECTIVENESS OF THIS AGREEMENT AND THE OBLIGATION OF
PURCHASER TO PURCHASE THE PURCHASED ASSETS, AS OF THE DATE HEREOF, IS SUBJECT TO
THE SATISFACTION OF ALL OF THE CONDITIONS SET FORTH BELOW:
(1)
PURCHASER SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY
TO PURCHASER, THE DULY EXECUTED TRANSACTION DOCUMENTS AND ALL OTHER DOCUMENTS,
INSTRUMENTS, INFORMATION, AGREEMENTS,