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,...Warrant Agreement • May 31st, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED MAY 24, 2007, AS AMENDED, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.
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 • May 31st, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made on the 24th day of May, 2007, by and among MTM Technologies, Inc., a New York corporation (the “Company”), and the following purchasers: Pequot Private Equity Fund III, LLP (“Pequot”), Pequot Offshore Private Equity Partners III, L.P, (“Pequot Offshore”, collectively with Pequot, the “Pequot Funds”), Constellation Venture Capital II, L.P., (“Constellation”), Constellation Venture Capital Offshore II, L.P., (“Constellation Offshore”), The BSC Employee Fund VI, L.P. (“BSC”) and CVC Partners II, LLC, (“CVC, collectively with Constellation, Constellation Offshore, BSC and CVC, the “Constellation Funds”). The Pequot Funds and the Constellation Funds are collectively referred to herein as the “Purchasers”, and each referred to herein as a “Purchaser”.
MTM TECHNOLOGIES, INC. AMENDMENT NO. 4 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
This Amendment No. 4 (this "Amendment No.4") to the Amended and Restated Registration Rights Agreement dated December 10, 2004, as amended by Amendment No. 1 on November 23, 2005, Amendment No. 2 on March 29, 2007 and Amendment No. 3 on April 9, 2007 (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 May 24, 2007. Capitalized terms used herein and not otherwise d
