EXHIBIT 99.7
December 9, 2005
MTM Technologies, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: General Counsel
Re: Rescission Rights
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Reference is hereby made to that certain Purchase Agreement (as amended,
the "Purchase Agreement"), dated as of December 7, 2004, by and between MTM
Technologies, Inc. ("MTM") and the undersigned (collectively, the "Investors").
The Investors have been informed that the U.S. Securities and Exchange
Commission, in its review of certain registration statements filed by MTM, has
raised the question of whether the sale of all the securities that can be
purchased and sold pursuant to the Purchase Agreement, specifically, MTM's
Series A-4 Preferred Stock, warrants to purchase Series A-4 Preferred Stock,
Series A-5 Preferred Stock and warrants to purchase Series A-5 Preferred Stock
(collectively, the "Securities") should be considered as a single, integrated
transaction under federal securities laws. The Investors understand that if the
single, integrated transaction position described above were correct and if MTM
were conducting the offer and sale of any part of the Securities as an
unregistered transaction while it had on file a registration statement for the
public resale of the underlying shares of such Securities, that such an
occurrence could give rise to a right of the Investors to rescind their
purchases of the Securities under federal securities laws.
In light of the potential disclosure obligations of MTM in its filings
under federal securities laws, and other negative consequences that could result
from the Investors having or exercising such rescission rights under federal
securities laws, the Investors hereby waive any and all such rescission rights.
Notwithstanding the foregoing, such waiver shall not limit or modify the terms
of the Purchase Agreement or any other document executed or delivered in
connection therewith.
This waiver shall become effective only upon execution by each Investor in
the spaces provided below and shall be irrevocable once executed and delivered
by each Investor to MTM.
PEQUOT PRIVATE EQUITY FUND III, L.P.
By: Pequot Capital Management, Inc.,
its Investment Manager
By: /s Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: COO & General Counsel
PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS
III, L.P.
By: Pequot Capital Management, Inc.,
its Investment Manager
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: COO & General Counsel
CONSTELLATION VENTURE CAPITAL II, L.P.
By: Constellation Ventures Management II,
LLC, its General Partner
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title:
CONSTELLATION VENTURE CAPITAL OFFSHORE II,
L.P.
By: Constellation Ventures Management II,
LLC, its General Partner
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title:
THE BSC EMPLOYEE FUND VI, L.P.
By: Constellation Ventures Management II,
LLC, its General Partner
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title:
CVC II PARTNERS, LLC
By: The Bear Xxxxxxx Companies Inc.,
its Managing Member
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title:
