Amendment No. 4 of the Amended and Restated Registration Rights Agreement


     

    Exhibit
      10.3

    

      MTM
        TECHNOLOGIES, INC.


       

      AMENDMENT
        NO. 4

      TO

      AMENDED
        AND RESTATED REGISTRATION RIGHTS AGREEMENT

       

      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
        defined shall have the meanings ascribed to such terms in the Registration
        Rights Agreement.

       

      Background

       

      WHEREAS,
        the Company has entered into a Securities Purchase Agreement (the “Series
        A-7 Purchase Agreement”)
        among
        the Company, the Pequot Stockholder and the Constellation Stockholders dated
        as
        of even date whereby provisions were made for the purchase, sale and issuance
        of
        up to 4,170,142 shares of Series A-7 Preferred Stock (the “Series
        A-7 Preferred Stock”)
        and
        detachable warrants to purchase up to 1,251,044 shares (as such amount may
        be
        adjusted in accordance with the terms thereof) of the Company’s common stock (
        the “Series
        A-7 Warrants”);

       

      WHEREAS,
        simultaneously with, and as a condition to, entering into the Purchase
        Agreement, the Investor Stockholders are entering into this Amendment No.
        4 in
        order to amend the Registration Rights Agreement and to provide certain
        registration and other rights with respect to the Series A-7 Preferred Stock
        and
        Series A-7 Warrants to be issued in connection with the Purchase Agreement;
        and

       

      WHEREAS,
        pursuant to Section 13(b) of the Registration Rights Agreement, this Amendment
        No. 4 requires the consent of the Company, a Pequot Majority in Interest
        and a
        Constellation Majority in Interest.

       

      NOW,
        THEREFORE, in consideration of the mutual premises and agreements contained
        herein, and intending to be legally bound hereby, the parties hereto agree
        as
        follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                1.

              	
                Amendments.

              


      

       

      (a)   The
        eighth recital to the Registration Rights Agreement shall be amended in its
        entirety and replaced with the following:

       

      WHEREAS,
        pursuant to a Purchase Agreement, dated as of even date herewith (as the
        same
        may be amended or supplemented, the “Series
        A-7 Purchase Agreement”),
        among
        the Company and the Investor Stockholders, the Company (A)(i) issued and
        sold,
        and the Pequot Stockholders purchased 3,753,127 shares of Series A-7 convertible
        preferred stock, par value $0.001 per share, and (ii) granted an option to
        the
        Constellation Stockholders to purchase up to 417,015 shares of Series A-7
        convertible preferred stock, par value $0.001 per share (collectively, the
        “Series
        A-7 Preferred Stock”)
        and
        (B)(i) issued and sold, and the Pequot Stockholders purchased detachable
        warrants to purchase up to 1,125,939 shares (as such amount may be adjusted
        in
        accordance with the terms thereof) of the Company’s common stock and (ii)
        granted an option to the Constellation Stockholders to purchase detachable
        warrants to purchase up to 125,105 shares (as such amount may be adjusted
        in
        accordance with the terms thereof) of the Company’s common stock (collectively,
        the “Series
        A-7 Warrants”);

       

      (b)   A
        new
        ninth recital to the Registration Rights Agreement shall be added after the
        eighth recital as follows:

       

      WHEREAS,
        simultaneously with, and as a condition to, the closing of the transactions
        contemplated by the A-7 Purchase Agreement, the Company and the Investor
        Stockholders are entering into this Amendment No. 4, in order to amend the
        Registration Rights Agreement and to provide certain registration and other
        rights with respect to the Common Stock held by or issuable to the Investor
        Stockholders pursuant to the A-7 Purchase Agreement; 

       

      (c)   The
        following definitions in Section 1 of the Registration Rights Agreement shall
        be
        amended in their entirety and replaced with the following: 

       

      
        	 	
                (i)

              	
                “Constellation
                  Majority in Interest.” The Constellation Stockholders holding at least a
                  majority of the shares of Common Stock issued or issuable, directly
                  or
                  indirectly, upon conversion or exercise of the Shares and Warrants
                  purchased by such Constellation Stockholders in accordance with
                  the
                  Initial Series A Purchase Agreement, the Purchase Agreement, the
                  Series
                  A-6 Purchase Agreement and the Series A-7 Purchase
                  Agreement.

              


      

       

      
        	 	
                (ii)

              	
                “Pequot
                  Majority in Interest.” The Pequot Stockholders holding at least a majority
                  of the shares of Common Stock issued or
                  issuable,

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
         

        
          	 	
                   

                	
                  directly
                    or indirectly, upon conversion or exercise of the Shares and
                    Warrants
                    purchased by such Pequot Stockholders in accordance with the
                    Initial
                    Series A Purchase Agreement, the Purchase Agreement, the Series
                    A-6
                    Purchase Agreement and the Series A-7 Purchase
                    Agreement.

                


        

         

      

      
        	 	
                (iii)

              	
                “Series
                  A Preferred Stock.” The Series A-1 Preferred Stock, Series A-2 Preferred
                  Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock,
                  Series A-5
                  Preferred Stock, Series A-6 Preferred Stock and Series A-7 Preferred
                  Stock
                  collectively.

              


      

       

      
        	 	
                (iv)

              	
                “Shares.”
                  The shares of Series A Preferred Stock issued to the Investor Stockholders
                  in accordance with the Initial Series A Purchase Agreement, the
                  Purchase
                  Agreement, the Series A-6 Purchase Agreement and the Series A-7
                  Purchase
                  Agreement.

              


      

       

      
        	 	
                (v)

              	
                “Warrants.”
                  The Series A-1 Warrants, Series A-2 Warrants, Series A-3 Warrants,
                  Series
                  A-4 Warrants, the Series A-5 Warrants, the Series A-6 Warrants
                  and the
                  Series A-7 Warrants issued to the Investor
                  Stockholders.

              


      

       

      (d)   The
        Following definition shall be added to Section 1 of the Registration Rights
        Agreement:

       

      
        	 	
                (i)

              	
                “Series
                  A-7 Preferred Stock” As defined in the eighth recital hereof.
                  

              


      

       

      This
        definition shall be inserted after the definition of “Series A-6
        Warrants”

       

      
        	 	
                (ii)

              	
                “Series
                  A-7 Warrants” as defined in the eighth recital hereof.
                  

              


      

       

      This
        definition shall be inserted after the definition of “Series A-7 Preferred
        Stock.”

       

      
        	
                2.

              	
                Entire
                  Agreement.
                  This Amendment No.4 and the Registration Rights Agreement are to
                  be read
                  together as one instrument. The Registration Rights Agreement shall
                  remain
                  in full force and effect, except as modified
                  hereby.

              


      

       

      
        	
                3.

              	
                Governing
                  Law.
                  This Amendment No.4 is made pursuant to, and shall be governed
                  by and
                  construed in accordance with, the laws of the State of New York,
                  other
                  than provisions thereof relating to conflicts of
                  law.

              


      

       

      
        	
                4.

              	
                Counterparts.
                  This Amendment No.4 may be executed in any number of counterparts,
                  each of
                  which shall be considered an original and which shall together
                  constitute
                  one instrument.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                Headings.
                  The titles and subtitles used in this Amendment No.4 are used for
                  convenience only and are not to be considered in construing or
                  interpreting this Amendment No.4.

              


      

       

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          4

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Amendment No. 4 as of the
        date
        first above written.

    

    
       

      
        	 	
                COMPANY:

                 

                MTM
                  TECHNOLOGIES, INC.

                 

                 

              
	 	
                By:

              	/s/
                J.W. Braukman III 
	 	 	
                Name:    J.W.
                  Braukman III

                Title:  SVP
                  and Chief Financial Officer

              


      

      


       

      
        	 	
                PEQUOT
                  STOCKHOLDERS:

                 

                PEQUOT
                  PRIVATE EQUITY FUND III, L.P.

                 

              
	 	
                By:

              	
                Pequot
                  Capital Management, Inc.,

                its
                  Investment Manager

                 

                 

              
	 	 	
                By:

              	/s/
	 	 	 	
                Name:

                Title:

              
	 	 	 	
                 

                 

              
	 	
                PEQUOT
                  OFFSHORE PRIVATE EQUITY PARTNERS III, L.P.

                 

              
	 	
                By:

              	
                Pequot
                  Capital Management, Inc.,

                its
                  Investment Manager

                 

                 

              
	 	 	
                By:

              	/s/
	 	 	 	
                
                  Name:

                  Title:

                

              


      

      


      
        
          
          

        

        
          Signature
            Page to Amendment No. 4 to Registration Rights Agreement

          
            

          

        

        
          
          

        

      

       

      
        	 	
                CONSTELLATION
                  STOCKHOLDERS:

                 

                CONSTELLATION
                  VENTURE CAPITAL II, L.P.

                 

              
	 	
                By:

              	
                Constellation
                  Ventures Management II, LLC,

                Its
                  General Partner

                 

                 

              
	 	 	
                By:

              	/s/
	 	 	 	
                Name:

                Title:

              
	 	 	 	
                 

                 

              
	 	
                CONSTELLATION
                  VENTURE CAPITAL OFFSHORE II, L.P.

                 

              
	 	
                By:

              	
                Constellation
                  Ventures Management II, LLC,

                Its
                  General Partner

                 

                 

              
	 	 	
                By:

              	/s/
	 	 	 	
                Name:

                Title:

              
	 	 	 	
                 

                 

              
	 	
                THE
                  BSC EMPLOYEE FUND VI, L.P.

                 

              
	 	
                By:

              	
                Constellation
                  Ventures Management II, LLC,

                Its
                  General Partner

                 

                 

              
	 	 	
                By:

              	/s/
	 	 	 	
                Name:

                Title:

              
	 	 	 	
                 

                 

              
	 	
                CVC
                  II PARTNERS, LLC

                 

              
	 	
                By:

              	
                The
                  Bear Stearns Companies Inc.,

                Its
                  Managing Member

                 

                 

              
	 	 	
                By:

              	/s/
	 	 	 	
                Name:

                Title:

              


      

      


      
        
          
          

        

        
          Signature
            Page to Amendment No. 4 to Registration Rights Agreement