EXHIBIT 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of November 23, 2005, is by and among the persons listed on Schedule I hereto (each a "Shareholder", and, collectively, the "Shareholders"). WHEREAS, MTM Technologies,...Voting Agreement • November 29th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated as of August 16, 2005Agreement and Plan of Merger • August 19th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software
EXHIBIT 10.5 MTM TECHNOLOGIES, INC. AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT ----------------------- This AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this "Agreement"), dated as of December 10, 2004, is among (a) MTM TECHNOLOGIES, INC., a New...Shareholders' Agreement • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
BY AND AMONGAsset Purchase Agreement • September 22nd, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
BY AND AMONGStock Purchase Agreement • February 1st, 2005 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 4.5 THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD,...MTM Technologies, Inc. • January 18th, 2006 • Services-computer integrated systems design • New York
December 9, 2005Purchase Agreement • December 28th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design
Exhibit 10.5 MTM TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made this 21st day of May, 2004 by and between MTM Technologies, Inc., a New York corporation (the "Company"), and Francis J. Alfano (the...Employment Agreement • June 7th, 2004 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
Exhibit 10.4 MTM TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made this 21st day of May, 2004 by and between MTM Technologies, Inc., a New York corporation (the "Company"), and Steven H. Rothman (the...Employment Agreement • June 7th, 2004 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
Exhibit 10.3 MTM TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made this 21st day of May, 2004 by and between MTM Technologies, Inc., a New York corporation (the "Company"), and Howard A. Pavony (the...Employment Agreement • June 7th, 2004 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
Exhibit 10.16 EMPLOYMENT AGREEMENT WITH HOWARD PAVONY AGREEMENT executed as of the 1st day of September, 1996 by and between Micros-To-Mainframes, Inc. (the "Company") and Howard Pavony (the "Employee"). W I T N E S S E T H: WHEREAS, the Employee is...Employment Agreement • June 13th, 1997 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of November 4, 2005, is by and among the persons listed on Schedule I hereto (each a "Shareholder", and, collectively, the "Shareholders"). WHEREAS, MTM Technologies,...Voting Agreement • November 4th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
BY AND AMONGCredit Agreement • January 18th, 2006 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
Exhibit 10.1 ------------ MTM TECHNOLOGIES, INC. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made on the 7th day of December, 2004, by and among MTM Technologies, Inc., a New York corporation (the "Company"), and the purchasers...Purchase Agreement • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
Exhibit 10.14 EMPLOYMENT AGREEMENT AGREEMENT entered into as of the 1st day of April, 1996, by and between Micros-to-Mainframes, Inc., a New York corporation with its principal place of business at 614 Corporate Way, Valley Cottage, New York 10989...Employment Agreement • June 6th, 1997 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 21st, 1999 • Micros to Mainframes Inc • Services-prepackaged software
MTM TECHNOLOGIES, INC. ---------------------- EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT (this "Agreement") is made this 1st day of October , 2004 by and between MTM Technologies, Inc., a New York corporation (the "Company"),...Employment Agreement • October 7th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
BY AND AMONGCredit Agreement • November 29th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
EXHIBIT 10.1 MTM TECHNOLOGIES, INC. AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT This AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this "Agreement"), dated August 1, 2005 to be effective as of July 16, 2005, is among (a) MTM TECHNOLOGIES, INC., a New...Shareholders' Agreement • August 4th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
BY AND AMONGAsset Purchase Agreement • December 2nd, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.2 December 12, 2005 Mr. Michael El-Hillow 5916 Watson Drive Fort Collins, CO 80528 Dear Mr. El-Hillow, 1. General. Effective January 3, 2006, MTM Technologies, Inc. (the "Company") hereby employs you (the "Executive"), and the Executive...Release Agreement • December 15th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
Exhibit 10.1 MTM TECHNOLOGIES, INC. AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") is made this 3rd day of January, 2005 by and between MTM Technologies, Inc., a New York corporation (the...Employment Agreement • January 6th, 2005 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software
RECITALSEscrow Agreement • September 22nd, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.2 MTM TECHNOLOGIES, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated August 1, 2005 to be effective as of July 16, 2005 is by and among (a) MTM...Registration Rights Agreement • August 4th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
Exhibit 10.9 MTM TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of May 21, 2004 is by and among MTM TECHNOLOGIES, INC., a New York corporation (the "Company"), Steven Rothman, a natural...Registration Rights Agreement • June 29th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
Amendment No. 1 to Employment Agreement with Howard PavonyEmployment Agreement • June 27th, 2002 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
MTM TECHNOLOGIES, INC. ---------------------- AMENDMENT NO. 2 TO ------------------ EMPLOYMENT AGREEMENT --------------------Employment Agreement • December 23rd, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software
ContractMTM Technologies, Inc. • June 17th, 2009 • Services-computer integrated systems design • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER.
WARRANTMicros to Mainframes Inc • June 7th, 2004 • Wholesale-computers & peripheral equipment & software • New York
BY AND AMONGStock Purchase and Option Agreement • June 1st, 1998 • Micros to Mainframes Inc • Services-prepackaged software
AMONGFinancing Agreement • June 14th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
ContractMTM Technologies, Inc. • June 17th, 2008 • Services-computer integrated systems design • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER.
WITNESSETH:Lease Agreement • August 19th, 2005 • MTM Technologies, Inc. • Services-computer integrated systems design • Connecticut
