0000950117-04-003544 Sample Contracts

Contract
Warrant Agreement • October 5th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York

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, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

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MTM Technologies, Inc. 614 Corporate Way Valley Cottage, New York 10989
Registration Rights Agreement • October 5th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software

This letter agreement will serve as confirmation and memorialization of the agreement among the Pequot Fund, Pequot Partners and MTM, that:

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