EXHIBIT 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of December 6, 2004, is by and among the persons listed on Schedule I hereto (each a "Shareholder", and, collectively, the "Shareholders"). WHEREAS, Pequot Private Equity...Voting Agreement • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software
WARRANTWarrant Agreement • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • 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 10.5 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...Shareholder Agreements • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
Exhibit 10.4 MTM TECHNOLOGIES, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of December 10, 2004 is by and among (a) MTM TECHNOLOGIES, INC., a New York...Registration Rights Agreement • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software • New York
Exhibit 10.6 MTM TECHNOLOGIES, INC. 2004 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT MTM Technologies, Inc., a New York corporation formerly known as Micros-to-Mainframes, Inc. (the "Company"), pursuant to the Micros-to- Mainframes, Inc. 2004...Stock Option Award Agreement • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software
EXHIBIT 10.2 THIS NOTE AND THE SHARES OF PREFERRED STOCK WHICH MAY BE PURCHASED UPON THE CONVERSION OF THIS NOTE (AND THE SHARES OF COMMON STOCK WHICH MAY BE ISSUED UPON CONVERSION OF SUCH SHARES OF PREFERRED STOCK) HAVE NOT BEEN REGISTERED UNDER THE...Convertible Note Agreement • December 13th, 2004 • MTM Technologies, Inc. • Wholesale-computers & peripheral equipment & software
