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 "Shareholder
Approval") for the issuance and exercise of
the A-5 Warrants pursuant to the
Nasdaq Marketplace Rules.
WHEREAS, the
Shareholders believe that the issuance of the A-5 Warrants
(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:
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
<PAGE>
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.
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.
2
<PAGE>
(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.
4. Grant of
Irrevocable Proxy Coupled with an Interest; Appointment of
Proxy.
(a) Each
Shareholder hereby irrevocably grants to, and appoints John F.
Kohler, and any other individual who shall
hereafter be designated by the
Shareholders, and each of them, as such
Shareholder's proxy and attorney-in-fact
(with full power of substitution), for and
in the name, place and stead of such
Shareholder, to vote such Shareholder's
Shares, or grant a consent or approval
in respect of such Shares, at any
meetin
