MTM Technologies (MTMC)

     Pequot currently holds approximately 57% of the voting power of our outstanding securities and has the right to acquire up to 60% of our voting securities. Pequot also has the power to nominate two directors to our Board of Directors. Pequot will receive additional voting power when we pay dividends on outstanding Series A Preferred Stock in the form of additional shares of Series A Preferred Stock. As a result, Pequot may be deemed in control because Pequot is in a position to approve, and the approval of Pequot is effectively required to approve, any transaction requiring approval of shareholders. These transactions could include mergers, consolidations, dissolutions or sales of assets. These transactions could benefit Pequot at the expense of our other shareholders or benefit Pequot disproportionately when compared to our other shareholders.

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     Pequot currently holds approximately 57% of the voting power of our outstanding securities and has the right to acquire up to 60% of our voting securities. Pequot also has the power to nominate
two directors to our Board of Directors. Pequot will receive additional voting power when we pay dividends on outstanding Series A Preferred Stock in the form of additional shares of Series A Preferred Stock. As a result, Pequot may be deemed in
control because Pequot is in a position to approve, and the approval of Pequot is effectively required to approve, any transaction requiring approval of shareholders. These transactions could include mergers, consolidations, dissolutions or sales of
assets. These transactions could benefit Pequot at the expense of our other shareholders or benefit Pequot disproportionately when compared to our other shareholders.

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