(I) THE NOTES ARE BEING
OFFERED AND SOLD TO PURCHASER IN RELIANCE UPON SPECIFIC EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS,
AND (II) THAT THE COMPANY IS RELYING UPON THE TRUTH AND ACCURACY OF, AND
PURCHASER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF PURCHASER SET FORTH HEREIN IN ORDER TO
DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF PURCHASER
TO ACQUIRE THE NOTES;
(H)
THE COMPANY OR ITS COUNSEL HAVE MADE
AVAILABLE ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF THE
COMPANY AND MATERIALS RELATING TO THE OFFER AND SALE OF THE NOTES WHICH HAVE
BEEN SPECIFICALLY REQUESTED BY SUCH PURCHASER. EACH PURCHASER HAS BEEN AFFORDED
THE OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY, WAS PERMITTED TO MEET WITH THE
COMPANY'S OFFICERS AND HAS
11
RECEIVED WHAT SUCH PURCHASER BELIEVES TO BE COMPLETE AND SATISFACTORY ANSWERS TO
ANY SUCH INQUIRIES. NEITHER SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE
INVESTIGATION CONDUCTED BY THE PURCHASERS OR ANY OF THEIR RESPECTIVE
REPRESENTATIONS WILL MODIFY, AMEND OR AFFECT SUCH PURCHASER'S RIGHT TO RELY ON
THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. EACH PURCHASER
UNDERSTANDS THAT SUCH PURCHASER'S INVESTMENT IN THE SECURITIES INVOLVES A HIGH
DEGREE OF RISK, INCLUDING WITHOUT LIMITATION THE RISKS AND UNCERTAINTIES
DISCLOSED IN THE
SEC DOCUMENTS. EACH PURCHASER ACKNOWLEDGES IT HAS REVIEWED THE
DISCLOSURES PRESENTED UNDER THE CAPTION "RISK FACTORS" IN THE COMPANY'S
FORM 10-QS AND FORM 10-KS;
(I)
IT UNDERSTANDS THAT NO UNITED STATES
FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY HAS
PASSED UPON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE NOTES; AND
(J)
IT IS A RESIDENT OF THE JURISDICTION SET
FORTH UNDER PURCHASER'S NAME ON SCHEDULE I HERETO.
ARTICLE IV
CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS
The obligation of each Purchaser to purchase and pay for the Notes being
purchased by it on the Closing Date is, at its option, subject to the
satisfaction, on or before the Closing Date of the following conditions:
(A)
SECURITY AND PLEDGE AGREEMENTS. A SECURITY
AND PLEDGE AGREEMENT BY AND AMONG THE COMPANY, DYNTEK SERVICES, INC., AND THE
HOLDERS OF THE SENIOR NOTES, IN THE FORM ATTACHED AS EXHIBIT E (THE "SENIOR
SECURITY AND PLEDGE AGREEMENT"), AND ALL RELATED FINANCING STATEMENTS AND A
SECURITY AND PLEDGE AGREEMENT BY AND AMONG THE COMPANY, DYNTEK SERVICES, INC.
AND THE HOLDERS OF THE JUNIOR NOTE, IN THE FORM ATTACHED AS EXHIBIT G (THE
"JUNIOR SECURITY AND PLEDGE AGREEMENT", AND COLLECTIVELY WITH THE SENIOR
SECURITY AND PLEDGE AGREEMENT, THE "SECURITY AND PLEDGE AGREEMENTS") AND OTHER
SIMILAR INSTRUMENTS AND DOCUMENTS, WILL HAVE BEEN EXECUTED AND DELIVERED TO THE
PURCHASERS BY A DULY AUTHORIZED OFFICER OF THE COMPANY AND A DULY AUTHORIZED
OFFICER OF EACH OF THE SUBSIDIARIES OF THE COMPANY PARTY THERETO.
(B)
LEGAL OPINION. THE PURCHASERS WILL HAVE
RECEIVED AN OPINION OF THE COMPANY'S COUNSEL, DATED THE CLOSING DATE, WITH
RESPECT TO LEGAL MATTERS CUSTOMARY FOR TRANSACTIONS OF THIS TYPE, IN A
FORM REASONABLY ACCEPTABLE TO