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.
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
SECOND AMENDMENT TO SUBORDINATED PROMISSORY NOTESSubordinated Promissory Notes • June 17th, 2009 • MTM Technologies, Inc. • Services-computer integrated systems design
This SECOND AMENDMENT TO SUBORDINATED PROMISSORY NOTES (this “Amendment”), dated as of June 11, 2009, is entered into by and among FIRSTMARK III L.P. (“FirstMark Fund”), FIRSTMARK III OFFSHORE PARTNERS, L.P. (“FirstMark Offshore” and, together with FirstMark Fund, “FirstMark”), CONSTELLATION VENTURE CAPITAL II, L.P. (“Constellation Ventures”), CONSTELLATION VENTURE CAPITAL OFFSHORE II, L.P. (“Constellation Offshore”), THE BSC EMPLOYEE FUND VI, L.P. (“BSC”) and CVC II PARTNERS, LLC (“CVC” and, together with Constellation Ventures, Constellation Offshore and BSC, “Constellation”) and MTM TECHNOLOGIES, INC. (“MTM”).
LETTER OF CREDIT COMMITMENT AND REIMBURSEMENT AGREEMENTCredit Commitment and Reimbursement Agreement • June 17th, 2009 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
THIS LETTER OF CREDIT COMMITMENT AND REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of June 11, 2009 (“Closing Date”), is entered into by and among MTM TECHNOLOGIES, INC., a New York corporation (“MTM”), MTM TECHNOLOGIES (US), INC., a Delaware corporation (“MTM-US”), MTM TECHNOLOGIES (MASSACHUSETTS), LLC, a Delaware limited liability company (“MTM-MA”), and INFO SYSTEMS, INC., a Delaware corporation (“ISI”; MTM, MTM-US, MTM-MA, and ISI are collectively, the “Borrowers” and each a “Borrower”); NATIONAL ELECTRICAL BENEFIT FUND (“NEBF”), FIRSTMARK III L.P. (f/k/a Pequot Private Equity Fund III, L.P.) (“FMIII”), FIRSTMARK III OFFSHORE PARTNERS, L.P. (f/k/a Pequot Offshore Private Equity Partners III, L.P.) (“FMIIIOP”), CONSTELLATION VENTURE CAPITAL II, L.P. (“CVCII”), CONSTELLATION VENTURE CAPITAL OFFSHORE II, L.P. (“CVCOII”), CVC II PARTNERS, LLC (“CVCIIP”), and THE BSC EMPLOYEE FUND VI, L.P. (“BSC”; NEBF, FMIII, FMIIIOP, CVCII, CVCOII, CVCIIP, and BSC are collectively, the “L/C Gua
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 17th, 2009 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
THIS STOCK PLEDGE AGREEMENT, dated as of June 11, 2009, is made by MTM TECHNOLOGIES, Inc., (“Pledgor”), in favor of COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, in its capacity Investment Manager ( “Investment Manager”) for the benefit of itself and the L/C Guarantors (hereinafter defined), in connection with the Letter of Credit Commitment and Reimbursement Agreement, dated as of even date herewith (as the same may be amended, supplemented or otherwise modified from time to time, the “L/C Agreement”), by and among Pledgor, MTM TECHNOLOGIES (US), INC. (“MTM US”), INFO SYSTEMS, INC. (“Info Systems”), MTM TECHNOLOGIES (MASSACHUSETTS), LLC (“MTM Massachusetts” and together with Pledgor, MTM US, and Info Systems, collectively referred to herein as, the “Borrowers” and each individually referred to as a “Borrower”), Investment Manager and NATIONAL ELECTRICAL BENEFIT FUND (“NEBF”), FIRSTMARK III L.P. (f/k/a Pequot Private Equity Fund III, L.P.) (“FMIII”), FIRSTMARK III OFFSHORE PARTNERS,
AMENDMENT NO. 9 TO CREDIT AGREEMENTCredit Agreement • June 17th, 2009 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
AMENDMENT No. 9 to CREDIT AGREEMENT, dated as of June 11, 2009 (“Amendment”), executed in connection with the Credit Agreement, dated as of November 23, 2005, and entered into by and among MTM Technologies, Inc., a New York corporation (“MTM”), MTM Technologies (US), Inc., a Delaware corporation (“MTM-US”), MTM Technologies (Massachusetts), LLC, a Delaware limited liability company (“MTM-MA”) and Info Systems, Inc., a Delaware corporation (“ISI”, MTM, MTM-US, MTM-MA and ISI being collectively, the “Borrowers” and each a “Borrower”); Columbia Partners, L.L.C. Investment Management, as investment manager (“Investment Manager”) for the benefit of itself and National Electrical Benefit Fund, as lender (“Lender”); and Lender (as amended, modified, supplemented or otherwise modified from time to time, the “Credit Agreement”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 17th, 2009 • MTM Technologies, Inc. • Services-computer integrated systems design
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of this 11th day of June, 2009 by and among MTM TECHNOLOGIES, INC., a New York corporation (“MTM”), MTM TECHNOLOGIES (US), INC., a Delaware corporation (“MTM-US”), MTM TECHNOLOGIES (MASSACHUSETTS), LLC, a Delaware limited liability company (“MTM-MA”), and INFO SYSTEMS, INC., a Delaware corporation (“ISI”; MTM, MTM-US, MTM-MA, and ISI are collectively, the “Borrowers” and each a “Borrower”); and COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as investment manager (“Investment Manager”) for the benefit of itself and NATIONAL ELECTRICAL BENEFIT FUND (“NEBF”), FIRSTMARK III L.P. (f/k/a Pequot Private Equity Fund III, L.P.) (“FMIII”), FIRSTMARK III OFFSHORE PARTNERS, L.P. (Pequot Offshore Private Equity Partners III, L.P.) (“FMIIIOP”), CONSTELLATION VENTURE CAPITAL II, L.P. (“CVCII”), CONSTELLATION VENTURE CAPITAL OFFSHORE II, L.P. (“CVCOII”), CVC II PARTNERS, LLC (“CVCIIP”), and THE BSC EMPLOYEE FUND VI, L.P. (“BSC”; NEBF,
SECURITY AGREEMENTSecurity Agreement • June 17th, 2009 • MTM Technologies, Inc. • Services-computer integrated systems design
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of this 11th day of June, 2009 (the “Closing Date”) by and among MTM TECHNOLOGIES, INC., a New York corporation (“MTM”), MTM TECHNOLOGIES (US), INC., a Delaware corporation (“MTM-US”), MTM TECHNOLOGIES (MASSACHUSETTS), LLC, a Delaware limited liability company (“MTM-MA”), and INFO SYSTEMS, INC., a Delaware corporation (“ISI”; MTM, MTM-US, MTM-MA, and ISI are collectively, the “Borrowers” and each a “Borrower”); and COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as investment manager (“Investment Manager”) for the benefit of itself and NATIONAL ELECTRICAL BENEFIT FUND (“NEBF”), FIRSTMARK III L.P. (f/k/a Pequot Private Equity Fund III, L.P.) (“FMIII”), FIRSTMARK III OFFSHORE PARTNERS, L.P. (Pequot Offshore Private Equity Partners III, L.P.) (“FMIIIOP”), CONSTELLATION VENTURE CAPITAL II, L.P. (“CVCII”), CONSTELLATION VENTURE CAPITAL OFFSHORE II, L.P. (“CVCOII”), CVC II PARTNERS, LLC (“CVCIIP”), and THE BSC EMPLOYEE FUND VI, L
NINTH AMENDMENT TO CREDIT FACILITIES AGREEMENTCredit Facilities Agreement • June 17th, 2009 • MTM Technologies, Inc. • Services-computer integrated systems design • Illinois
This NINTH AMENDMENT TO CREDIT FACILITIES AGREEMENT (this “Agreement”) is entered into as of June 11, 2009 and is effective on such date unless other otherwise expressly provided herein, and is by and among MTM TECHNOLOGIES, INC., a New York corporation (“Parent”), MTM TECHNOLOGIES (US), INC., a Delaware corporation, MTM TECHNOLOGIES (MASSACHUSETTS), LLC, a Delaware limited liability company, and INFO SYSTEMS, INC., a Delaware corporation (collectively, and separately referred to as, “Borrower” or “the Borrower”), and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION (“CDF”), as Administrative Agent, and CDF, as the sole lender (the “Lender”).
