Amendment No. 2 of the Amended and Restated Registration Rights Agreement


    Exhibit
      10.1

    

      MTM
        TECHNOLOGIES, INC.

       

      AMENDMENT
        NO. 3

      TO

      AMENDED
        AND RESTATED REGISTRATION RIGHTS AGREEMENT

       

      This
        Amendment No. 3 (this “Amendment No. 3”) to the Amended and Restated
        Registration Rights Agreement dated December 10, 2004, as amended by Amendment
        No. 1 on November 23, 2005 and Amendment No. 2 on March 29, 2009 (together
        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 April 9, 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-6
        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 3,367,003 shares of Series A-6
        Preferred Stock (the “Series A-6 Preferred Stock”) and detachable
        warrants to purchase up to 1,014,040 shares (as such amount may be adjusted
        in
        accordance with the terms thereof) of the Company’s common stock ( the
“Series A-6 Warrants”);

       

      WHEREAS,
        the Investor Stockholders are entering into this Amendment No. 3 in order
        to
        amend the Registration Rights Agreement and to provide certain registration
        and
        other rights with respect to all of the Series A-6 Preferred Stock and Series
        A-6 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. 3 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.

                	
                  Amendment.
                    The seventh recital to the Registration Rights Agreement shall
                    be amended
                    to read in its entirety as follows:

                


        

         

      

      WHEREAS,
        pursuant to a Purchase Agreement, dated as of even date herewith (as the
        same
        may be amended or supplemented, the “Series A-6 Purchase Agreement”),
        among the Company and the Investor Stockholders, the Company may issue and
        sell
        and the Investor Stockholders may purchase up to 3,367,003 shares of Series
        A-6
        convertible preferred stock, par value $0.001 per share (the “Series A-6
        Preferred Stock”) and detachable warrants to purchase up to 1,014,040 shares
        (as such amount may be adjusted in accordance with the terms thereof) of
        the
        Company’s common stock ( the “Series A-6 Warrants”);

       

      
        	
                2.

              	
                Entire
                  Agreement. This Amendment No. 3 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. 3 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. 3 may be executed in any number of counterparts,
                  each
                  of which shall be considered an original and which shall together
                  constitute one instrument.

              


      

       

      
        	
                5.

              	
                Headings.
                  The titles and subtitles used in this Amendment No. 3 are used
                  for
                  convenience only and are not to be considered in construing or
                  interpreting this Amendment No. 3.

              


      

       

      [Remainder
        of this page intentionally blank]

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the
        date
        first above written.

       

      COMPANY:

       

      MTM
        TECHNOLOGIES, INC.

       

      By:______________________________________

      Name: Francis
        J. Alfano

      Title: Chief
        Executive Officer 

       

       

      PEQUOT
        STOCKHOLDERS:

       

      PEQUOT
        PRIVATE EQUITY FUND III, L.P.

       

      
        By: 
          Pequot Capital Management, Inc.,

               
          as Investment Manager

      

       

      By:_____________________________________

      Name: Aryeh
        Davis

      Title: General
        Counsel

       

       

                                PEQUOT
        OFFSHORE PRIVATE EQUITY
        PARTNERS III, L.P.

       

      By: 
        Pequot Capital Management, Inc.,

      as
        Investment Manager

       

      By:_____________________________________
Name: Aryeh
        Davis
Title: General Counsel

       

       

      
        
          Signature
            Page to Amendment No. 3 to Registration Rights Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CONSTELLATION
        STOCKHOLDERS: 

       

      CONSTELLATION
        VENTURE CAPITAL II, L.P.

       

      By: Constellation
        Ventures Management II, LLC, Its General Partner

       

      By:________________________________

      Name:

      Title:

       

      


       

      CONSTELLATION
        VENTURE CAPITAL OFFSHORE II, L.P.

       

      
        By: 
          Constellation Ventures Management II, LLC, Its General
          Partner

      

       

      By:______________________________

      Name:

      Title:

       

      THE
        BSC
        EMPLOYEE FUND VI, L.P.

       

      
        By: 
          Constellation Ventures Management II, LLC, Its General
          Partner

      

       

      By:________________________________

      Name:

      Title:
        

       

      CVC
        II
        PARTNERS, LLC

       

      By:  
        Stearns Companies Inc.,

              
        Its Managing Member

       

      By:______________________________

      Name:

      Title:

       

      
        
          Signature
            Page to Amendment No. 3 to Registration Rights Agreement