Agreement and General Release (May 1st, 2007)
This Agreement and General Release (the "Agreement") is made as of the 26th day of April, 2007 (the "Effective Date"), at Stamford, CT, by and between MTM Technologies, Inc. (the "Company"), with offices at 1200 High Ridge Road, Stamford, CT, 06905, and Francis J. Alfano (the "Executive"), having an address c/o Shechtman Halperin Savage LLP, One North Broadway, Suite 1004, White Plains, NY 10601.
Contract (July 5th, 2006)
This EMPLOYMENT AGREEMENT (this "Agreement") is made this 28th day of June, 2006, by and between MTM Technologies, Inc., a New York corporation (the "Company"), and Francis J. Alfano (the "Executive").
Contract (November 29th, 2005)
EXHIBIT 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of November 23, 2005, is by and among the persons listed on Schedule I hereto (each a "Shareholder", and, collectively, the "Shareholders"). WHEREAS, MTM Technologies, Inc., a New York corporation (the "Company"), has entered into Amendment No. 2 to the Purchase Agreement dated December 7, 2004, as amended by Amendment No. 1 on March 11, 2005, on the date hereof (the "Purchase Agreement") whereby provisions were made for the issuance, purchase and sale of Series A-5 Warrants (the "A-5 Warrants") in connection with the purchase of certain Series A-5 Preferred Shares. WHEREAS, as the A-5 Warrants, pursuant to Nasdaq policy, may be aggregated with the other securities issued or to be issued pursuant to the Purchase Agreement, resulting in an increase in the Company's outstanding Common Stock of more than 20%, the Company will seek shareholder approval (the "S
Contract (November 4th, 2005)
EXHIBIT 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of November 4, 2005, is by and among the persons listed on Schedule I hereto (each a "Shareholder", and, collectively, the "Shareholders"). WHEREAS, MTM Technologies, Inc., a New York corporation (the "Company"), proposes to borrow up to $25,000,000 (the "NEBF Loan") from Columbia Partners, L.L.C. Investment Management, in its capacity as agent and authorized representative of the National Electrical Benefit Fund (the "Lender"). WHEREAS, as a condition to the NEBF Loan, the Company expects to issue up to 700,000 warrants (the "Financing Warrants") to purchase shares of its Common Stock and will issue shares of its Common Stock upon the exercise of such warrants to the Lender (together with the Financing Warrants, the "Financing Warrants and Shares"). WHEREAS, as the Financing Warrants and Shares, pursuant to Nasdaq policy, may be agg
Contract (August 19th, 2005)
EXHIBIT 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER dated as of August 16, 2005 among NEXL, INC., MTM TECHNOLOGIES (MASSACHUSETTS), LLC, MTM TECHNOLOGIES, INC., and CLIFFORD L. RUCKER ================================================================================ TABLE OF CONTENTS ----------------- PAGE ARTICLE I THE MERGER 2 SECTION 1.01. THE MERGER..............................................2 SECTION 1.02. THE CLOSING.............................................2 SECTION 1.03. EF
Contract (February 1st, 2005)
EXECUTION COPY STOCK PURCHASE AGREEMENT BY AND AMONG INFO SYSTEMS, INC. MARK STELLINI EMIDIO F. STELLINI, JR. JAY FOGGY RICHARD ROUX JENNIFER MCKENZIE AND MTM TECHNOLOGIES, INC. DATED AS OF JANUARY 27, 2005 TABLE OF CONTENTS ----------------- PAGE ---- ARTICLE I. PURCHASE OF STOCK...................................................1 1.1 Purchase and Sale of Stock..................................
Contract (January 6th, 2005)
Exhibit 10.1 MTM TECHNOLOGIES, INC. AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") is made this 3rd day of January, 2005 by and between MTM Technologies, Inc., a New York corporation (the "Company"), and Francis J. Alfano (the "Executive"). WHEREAS, the parties entered into an Employment Agreement, dated May 21, 2004 (the "Agreement"), whereby the Company employed the Executive as the Chief Executive Officer of the Company on the terms and conditions set forth therein; WHEREAS, the parties desire to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: Section 3(a) of the Agreement shall be replaced in its entirety with the follow
Contract (December 13th, 2004)
Exhibit 4.1 RESTATED CERTIFICATE OF INCORPORATION OF MTM TECHNOLOGIES, INC. UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW ------------------------------------------------- It is hereby certified that: 1. The name of the corporation is MTM Technologies, Inc. (the "Corporation"). 2. The Certificate of Incorporation of the Corporation was filed by the Department of State on May 12, 1986 (the "Certificate of Incorporation"), under the original name of Micros To Mainframes Inc. 3. The text of the Certificate of Incorporation, as amended, is hereby deleted in its entirety and restated as further amended (this "Restated Certificate") to (i) create certain classes and series of Series A Convertible Preferred Stock of the Corporation, (ii) establish the voting powers, designations, powers, preferences and relative, part
Contract (December 13th, 2004)
Exhibit 2.2 Vector Global Services, Inc. 12600 Northborough, Ste. 200 Houston, Texas 77067 AMENDMENT TO ASSET PURCHASE AGREEMENT December 10, 2004 MTM Technologies, Inc. 850 Canal Street Stamford, Connecticut 060902 Attn: John F. Kohler, Esq. Gentlemen: This letter amends and supplements the Asset Purchase Agreement dated as of December 1, 2004 (the "Agreement"), among MTM Technologies, Inc. ("Purchaser"), Vector Global Services, Inc. ("Shareholder"), and Vector ESP, Inc. and Vector ESP Management, Inc. (together the "Sellers"), as set forth herein. Terms defined in the Agreement are used in this letter with the same meaning they have in the Agreement. 1. Cash and Tangible Net Worth. Under Section 1.2 of the Agreement, the Sellers' cash is an Excluded Asset to be retained by the Sellers, and under Section 3.1(b) of the Agre
Contract (December 13th, 2004)
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 Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P. (collectively, "Pequot"), Constellation Venture Capital II, L.P. and Constellation Venture Capital Offshore, II, L.P., The BSC Employee Fund, VI, L.P. and CVC II Partners, LLC (collectively, "Constellation" and together with Pequot, the "Investor Shareholders") and MTM Technologies, Inc., a New York corporation (the "Company") propose to enter into a Purchase Agreement of even date herewith (the "Purchase Agreement") providing for the purchase by the Investor Shareholders of certain secured subordinated convertible promissory notes of the Company (the "Notes") and certain warrants to purchase Common Stock, $.001 par valu
Contract (December 2nd, 2004)
EXECUTION COPY ASSET PURCHASE AGREEMENT BY AND AMONG VECTOR ESP, INC. VECTOR ESP MANAGEMENT, INC. VECTOR GLOBAL SERVICES, INC. AND MTM TECHNOLOGIES, INC. DATED DECEMBER 1, 2004 TABLE OF CONTENTS PAGE ---- ARTICLE I. PURCHASE OF ASSETS..................................................1 1.1 Purchase and Sale of Assets........................................1 1.1.1 Accounts Receivable....................................2 1.1.2 Contract Rights........................................2
Contract (June 29th, 2004)
Exhibit 10.11 THIS LEASE AGREEMENT (this "Lease") made as of this 16th day of June 2004, by and between EIGHT FIFTY CANAL, LLC, a limited liability company organized and existing under the laws of the State of Connecticut, with its principal offices at c/o Frank Mercede & Sons, Inc., 700 Canal Street in the City of Stamford, County of Fairfield and State of Connecticut, acting herein by Frank Joseph Mercede, its manager, hereunto duly authorized, which limited liability company is hereinafter referred to as "Landlord," and MTM TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New York, acting herein by Francis J. Alfano, its Chief Executive Officer, hereinafter referred to as "Tenant." WITNESSETH: SECTION 1 - DEMISED PREMISES: Landlord hereby leases to Tenant and Tenant hereby hires approximately (i) Six Thousand (6,452) rentable square feet of office space (the "Original Space") on the third floor i