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Published on 12/13/2004 in the Prospect News PIPE Daily.

New Issue: MTM sells $10 million in secured convertible notes

By Sheri Kasprzak

Atlanta, Dec. 13 - MTM Technologies Inc. said Monday it has raised $10 million from a private placement of notes and warrants.

The company issued series A-4 first tranche notes and warrants, as well as options to buy series A-4 second tranche notes, additional A-4 warrants and series A-5 notes.

The series A-4 first tranche notes are convertible into series A-4 convertible preferreds at $3.25 each and include detachable warrants for up to 615,386 shares.

The notes bear interest at 7% per year.

The first tranche notes include warrants for common shares at $4.06 each through Dec. 10, 2008.

Investors in first tranche notes will receive 3,076,923 series A-4 preferreds upon conversion. The preferreds are convertible into common shares at any time.

The offering also includes an option to buy series A-4 second tranche notes. The second tranche notes are convertible secured subordinated promissory notes for $15 million, are convertible into series A-4 preferreds and have the same terms as the first tranche notes. The second tranche notes include detachable warrants for 923,007 shares.

A total of 4,615,385 series A-4 preferreds will be issued to investors upon conversion of the second tranche notes.

The offering also includes an option to buy $22.5 million in series A-5 notes. The series A-5 notes have the same terms as the other notes.

Additional warrants, with the same terms as the series A-4 first tranche warrants, are also included in the offering.

Investors in the private placement include Pequot Private Equity Fund III LLP, Pequot Offshore Private Equity Partners III LP, Constellation Venture Capital II LP, Constellation Venture Capital Offshore II LP, the BSC Employee Fund VI LP and CVC Partners II LLC.

Issuer:MTM Technologies Inc.
Issue:Series A-4 first tranche ntoes
Amount:$10 million
Coupon:7%
Price:Par
Yield:7%
Conversion price:$3.25
Warrants:For 615,386 shares
Warrant expiration:Dec. 10, 2008
Warrant strike price:$4.06
Investors:Pequot Private Equity Fund III LLP, Pequot Offshore Private Equity Partners III LP, Constellation Venture Capital II LP, Constellation Venture Capital Offshore II LP, the BSC Employee Fund VI LP and CVC Partners II LLC
Settlement date:Dec. 10
Stock price:$5.259 at close Dec. 10

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