RESIDENT OF THE JURISDICTION SET
FORTH UNDER PURCHASER'S NAME IN SCHEDULE I.
ARTICLE IV
CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS
The obligation of the Purchaser to purchase and pay for the Note 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 AGREEMENT.
A SECURITY
AND PLEDGE AGREEMENT BY AND AMONG THE COMPANY, DYNTEK SERVICES, INC., AND THE
HOLDER OF THE NOTE, IN THE FORM ATTACHED AS EXHIBIT B
11
(THE "SECURITY AND PLEDGE AGREEMENT") AND OTHER SIMILAR INSTRUMENTS AND
DOCUMENTS, WILL HAVE BEEN EXECUTED AND DELIVERED TO THE PURCHASER 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 PURCHASER 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 THE PURCHASER.
(C)
REPRESENTATIONS AND WARRANTIES TO BE TRUE
AND CORRECT.
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE II WILL BE
TRUE, COMPLETE AND CORRECT ON AND AS OF THE CLOSING DATE WITH THE SAME EFFECT AS
THOUGH SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF SUCH DATE
(EXCEPT TO THE EXTENT THAT THE REPRESENTATION OR WARRANTY SPEAKS TO A SPECIFIC
DATE), AND THE PRESIDENT AND CHIEF FINANCIAL OFFICER OF THE COMPANY WILL HAVE
CERTIFIED TO SUCH EFFECT TO THE PURCHASER IN WRITING.
(D)
PERFORMANCE.
THE COMPANY WILL HAVE
PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS WITH ALL COVENANTS AND
AGREEMENTS CONTAINED HEREIN REQUIRED TO BE PERFORMED OR COMPLIED WITH BY IT
PRIOR TO OR AT THE CLOSING DATE AND THE PRESIDENT AND CHIEF FINANCIAL OFFICER OF
THE COMPANY WILL HAVE CERTIFIED TO THE PURCHASER IN WRITING TO SUCH EFFECT AND
TO THE FURTHER EFFECT THAT ALL OF THE CONDITIONS SET FORTH IN THIS ARTICLE IV
HAVE BEEN SATISFIED.
(E)
ALL PROCEEDINGS TO BE SATISFACTORY.
ALL
CORPORATE AND OTHER PROCEEDINGS TO BE TAKEN BY THE COMPANY IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY AND ALL DOCUMENTS INCIDENT THERETO WILL BE
SATISFACTORY IN FORM AND SUBSTANCE TO THE PURCHASER AND ITS COUNSEL, AND THE
PURCHASER AND ITS COUNSEL WILL HAVE RECEIVED ALL SUCH COUNTERPART ORIGINALS OR
CERTIFIED OR OTHER COPIES OF SUCH DOCUMENTS AS THEY REASONABLY MAY REQUEST.
(F)
SUPPORTING DOCUMENTS.
THE PURCHASER AND
ITS COUNSEL WILL HAVE RECEIVED COPIES OF THE FOLLOWING DOCUMENTS:
(I)
(A) THE CERTIFICATE OF INCORPORATION OF
THE COMPANY, AS AMENDED, CERTIFIED AS OF A RECENT DATE BY THE SECRETARY OF STATE
OF THE STATE OF DELAWARE, AND (B) A CERTIFICATE OF SAID SECRETARY DATED AS OF A
RECENT DATE AS TO THE DUE INCORPORATION AND GOOD STANDING OF THE COMPANY, THE
PAYMENT OF ALL EXCISE TAXES BY THE COMPANY AND LISTING ALL DOCUMENTS OF THE
COMPANY ON FILE WITH SAID SECRETARY;
(II)
A CERTIFICATE OF THE SECRETARY OR AN
ASSISTANT SECRETARY OF THE