PURCHASE AGREEMENT Between MTM TECHNOLOGIES, INC. and PEQUOT PRIVATE EQUITY FUND III, L.P. and PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P. Dated July 25, 2007Purchase Agreement • July 31st, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made on the 25th day of July, 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”). The Pequot Funds are collectively referred to herein as the “Purchasers”, and each referred to herein as a “Purchaser”.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED JULY 25, 2007, AS AMENDED, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH AGREEMENT...MTM Technologies, Inc. • July 31st, 2007 • Services-computer integrated systems design • New York
THIS WARRANT CERTIFIES THAT, for value received, ________, or its permitted transferees (the “Holder”) is entitled to purchase from MTM TECHNOLOGIES, INC., a New York corporation (the “Company”), up to the number of fully paid and nonassessable shares (the “Shares”) of Common Stock, $.001 par value per share, of the Company, as further described and defined below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in that certain Purchase Agreement, dated July 25, 2007, as amended, by and among the Company, the Holder and the purchasers named therein (the “Purchase Agreement”).
MTM TECHNOLOGIES, INC. AMENDMENT NO. 5 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
This Amendment No. 5 (this "Amendment No.5") 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, Amendment No. 3 on April 9, 2007, and Amendment No, 4 on May 24, 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”), (e) 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 together with the Pequot Stockholders, the “Investor Stockholders,”) is entered into as of July 25, 2007. Capitalized terms use
