ContractWarrant Agreement • February 6th, 2004 • Micros to Mainframes 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.
MTM TECHNOLOGIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2004 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
This RELEASE AGREEMENT (the “Agreement”) is made as of , 20 by and between MTM Technologies, Inc., a New York corporation (the “Company”), and Howard A. Pavony (the “Executive”).
MTM TECHNOLOGIES, INC. SHAREHOLDERS’ AGREEMENTShareholder Agreement • February 6th, 2004 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
This SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of , 2004, and effective at the time described in Section 3.8, is among (a) MTM TECHNOLOGIES, INC., a New York corporation (the “Company”), (b) the shareholders of the Company listed on signature pages hereto under the heading “Principal Shareholders” (each a “Principal Shareholder” and, collectively, the “Principal Shareholders”), (c) PEQUOT PRIVATE EQUITY FUND III, L.P. and PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P. (each a “Pequot Shareholder” and, collectively, the “Pequot Shareholders”) and (d) each other Person who becomes a party to this Agreement, subject to the conditions set forth herein, by executing an Instrument of Accession (“Instrument of Accession”) in the form of Schedule I hereto.
MTM TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2004 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of , 2004 is by and among MTM TECHNOLOGIES, INC., a New York corporation (the “Company”), Steven Rothman, a natural person, Howard Pavony, a natural person (Messrs. Rothman and Pavony collectively, the “Executives”) and each of the stockholders of the Company listed on Schedule I hereto (the “Pequot Stockholders”).
MICROS-TO-MAINFRAMES, INC. PURCHASE AGREEMENTPurchase Agreement • February 6th, 2004 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made on the 29th day of January, 2004, by and among Micros-to-Mainframes, 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”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Section 8 herein.
VOTING AGREEMENTVoting Agreement • February 6th, 2004 • Micros to Mainframes Inc • Wholesale-computers & peripheral equipment & software • New York
THIS VOTING AGREEMENT (this “Agreement”), dated as of January 29, 2004, is by and among the persons listed on Schedule I hereto (each a “Shareholder”, and, collectively, the “Shareholders”).
