0000950120-07-000234 Sample Contracts

Contract

Warrant Agreement • April 2nd, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • New York

• Contract Type
  Warrant Agreement
• Filed
  April 2nd, 2007
• Company
  MTM Technologies, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  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.

PURCHASE AGREEMENT Between MTM TECHNOLOGIES, INC. and PEQUOT PRIVATE EQUITY FUND III, L.P. and PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P. and CONSTELLATION VENTURE CAPITAL II, L.P. and CONSTELLATION VENTURE CAPITAL OFFSHORE II, L.P. and THE BSC...

Purchase Agreement • April 2nd, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • New York

• Contract Type
  Purchase Agreement
• Filed
  April 2nd, 2007
• Company
  MTM Technologies, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  New York

THIS PURCHASE AGREEMENT (this “Agreement”) is made on the 29th day of March, 2007, by and among MTM Technologies, Inc., a New York corporation (the “Company”), and the purchasers listed on Schedule I hereto, each of which is herein referred to as a “Purchaser”, and collectively, as the “Purchasers”.

MTM TECHNOLOGIES, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • April 2nd, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • New York

• Contract Type
  Registration Rights Agreement
• Filed
  April 2nd, 2007
• Company
  MTM Technologies, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  New York

This Amendment No. 2 (this "Amendment No.2") to the Amended and Restated Registration Rights Agreement dated December 10, 2004, as amended by Amendment No. 1 on November 23, 2005 (the “Registration Rights Agreement”), among (a) MTM Technologies, Inc., a New York corporation (the "Company"), (b) Steven Rothman, a natural person, (c) Howard Pavony, a natural person (Messrs. Rothman and Pavony collectively, the “Executives”), (d) Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P., (collectively, the “Pequot Stockholders”), and (d) Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund VI, L.P. and CVC II Partners, LLC (collectively, the “Constellation Stockholders” and collectively with the Pequot Stockholders, the “Investor Stockholders”) is entered into as of March 29, 2007. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Registrat