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 aggregated with the shares
of Common Stock to be issued by the
Company as part of the consideration paid
to Nexl, Inc. in connection with the
merger of Nexl, Inc. with a wholly owned
subsidiary of the Company, resulting in
an increase in the Company's outstanding
Common Stock of more than 20%, the
Company will seek shareholder approval (the
"Shareholder Approval") for the
issuance of the Financing Warrants and
Shares pursuant to the Nasdaq Marketplace
Rules.
WHEREAS,
the Shareholders believe that the issuance of the Financing
Warrants and Shares (the "Transactions")
are in the best interests of the
Company and its shareholders; and
WHEREAS, the Company's voting stock consists of Common Stock,
$0.001
par value per share ("Common Stock") and
Preferred Stock, $0.001 par value per
share ("Preferred Stock"). For voting
purposes, the shares of Preferred Stock
would "convert" into an equal number of
shares of Common Stock. Each share of
Preferred Stock as so "converted", together
with the Common Stock, is
hereinafter collectively referred to as our
"Voting Stock."
WHEREAS, the Shareholders own approximately 69% of the Voting Stock
and
each Shareholder is the record and
beneficial owner, or the trustee of a trust
whose beneficiaries are the beneficial
owners, of such number of shares of
Voting Stock of the Company, and such
number of Common Stock issuable upon
exercise of warrants ("Warrants"), set
forth opposite such Shareholder's name on
Schedule I hereto, such Voting Stock and
Warrants are the only Voting Stock and
Warrants of the Company owned by the
Shareholders, and collectively referred to
herein as the "Shares."
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements
contained herein, the Shareholders
agree as follows:
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1. Representations and Warranties of the Shareholders. Each
Shareholder
hereby, severally and not jointly,
represents and warrants to the other
Shareholders as follows:
(a) Authority. The Shareholder has all requisite power and
authority to
execute and deliver this Agreement and to
consummate the transactions
contemplated hereby. The execution,
delivery and performance of this Agreement
and the consummation of the transactions
contemplated hereby have been duly
authorized by the Shareholder. This
Agreement has been duly executed and
delivered by the Shareholder and
constitutes a valid and binding obligation of
the Shareholder enforceable against the
Shareholder in accordance with its terms
(subject to (i) laws of general application
relating to bankruptcy, insolvency
and the relief of debtors, and (ii) rules
of law governing specific performance,
injunctive relief, or other equitable
remedies). Except as set forth on Schedule
II hereto, neither the execution, delivery
or performance of this Agreement by
the Shareholder nor the consummation by the
Shareholder of the transactions
contemplated hereby will (i) require any
filing with, or permit, authorization,
consent or approval of, any federal, state,
local or municipal foreign or other
government or subdivision, branch,
department or agency thereof or any
governmental or quasi-governmental
authority of any nature, including any court
or other tribunal, (a "Governmental
Entity"), (ii) result in a violation or
breach of, or constitute (with or without
due notice or lapse of time or both) a
default under, or give rise to any right of
termination, amendment, cancellation
or acceleration under, or result in the
creation of any pledge, claim, lien,
option, charge, encumbrance or security
interest of any kind or nature
whatsoever (a "Lien") upon any of the
properties or assets of the Shareholder
under, any of the terms, conditions or
provisions of any note, bond, mortgage,
indenture, lease, license, permit,
concession, franchise, contract, agreement or
other instrument or obligation (a
"Contract") to which the Shareholder is a
party or by which the Shareholder or any of
the Shareholder's properties or
assets, including the Shareholder's Shares,
may be bound or (iii) violate any
judgment, order, writ, preliminary or
permanent injunction or decree (an
"Order") or any statute, law, ordinance,
rule or regulation of any Governmental
Entity (a "Law") applicable to the
Shareholder or any of the Shareholder's
properties or assets, including the
Shareholder's Shares.
(b) The Shares. Subject to the terms of this Agreement, the
Shareholder's Shares and the certificates
representing such Shares are now, and
at all times during the term hereof will
be, held by such Shareholder, or by a
nominee or custodian for the benefit of
such Shareholder or any transferee of
such Shares who has agreed in writing to be
bound by this Agreement. The
Shareholder has good and marketable title
to such Shares, free and clear of any
Liens, proxies, voting trusts or
agreements, understandings or arrangements,
except for proxies arising hereunder
pursuant to Section 4(a) hereof and except
as set forth on Schedule II hereto.
2. Board Approval. Each Shareholder understands and acknowledges
that
the Board of Directors of the Company has,
to the extent required by applicable
law, duly and validly authorized and
approved, the Transactions.
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3. Agreements of Shareholders. Each Shareholder, severally and
not
jointly, agrees as follows:
(a) The Shareholder shall not enter into or exercise its rights
under
any voting arrangement, whether by proxy,
voting agreement, voting trust,
power-of-attorney or otherwise, with
respect to the Shares or take any other
action, that would in any way restrict,
limit or interfere with the performance
of its obligations hereunder or the
transactions contemplated hereby.
(b) At any meeting of Shareholders of the Company called to vote
upon
the Transactions or at any adjournment
thereof or in any other circumstances
upon which a vote, consent or other
approval (including by written consent) with
respect to the Transactions or which is
necessary to consummate the Transactions
is sought, each Shareholder shall,
including by executing a written consent if
requested by the Company, vote (or cause to
be voted) such Shareholder's Shares
in favor of the Transactions ; provided
however that in the event a vote or
other approval is required for a
transaction where the principal amount of the
NEBF Loan is reduced below $25,000,000 and
in connection with such reduction the
number of Financing Warrants and Shares is
not reduced ratably (a "Modified
Transaction"), the Shareholders shall not
be obligated to vote (or cause to be
voted) such Shareholders Shares in favor of
the Modified Transaction under the
term of thi
