1. Purpose of Committee
   The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of MTM Technologies, Inc. (the "Company") is to determine the slate of director nominees for election to the Company's Board of Directors and to fill vacancies occurring between annual meetings of shareholders, and recommend individuals to the Board for nomination as members of the standing committees of the Board. The Committee shall report to the Board on a regular basis and not less than once a year.
   
   The Committee shall meet from time to time to evaluate the performance of the Board, the standing committees of the Board and each member of the Board. The Committee shall report the results of such evaluations to the Board, and the Board shall discuss the results at its next regularly scheduled meeting. The Chairman of the Committee or a majority of the members of the Committee may call additional meetings to fulfill the duties and responsibilities of the Committee as set forth herein.

2. Committee Membership
   The Committee shall consists of no fewer than three directors, each of whom shall meet the independence requirements of the listing standards of NASDAQ and other applicable laws and regulations. The members of the Committee shall be appointed by the Board. Candidates to fill subsequent vacancies on the Committee shall be appointed by the Board based on nominations by the Committee. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

3. Committee Structure and Operations
   The Board shall designate one member of the Committee as its chairperson. The Committee shall meet at regularly scheduled times and places determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson.

4. Committee Duties and Responsibilities
   The following are the duties and responsibilities of the Committee:

   1. Evaluate and recommend individuals for nomination for election to the Board. This responsibility includes working with the full Board to establish and periodically review criteria for Board membership, reviewing candidates' qualifications, and evaluating any potential conflicts with the Company's interests. The Committee shall carry out its responsibilities in consultation with the Chairman of the Board and the Chief Executive Officer. To make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board and regarding tenure and removal of directors.

   2. To identify individuals believed to be qualified to become Board members, consistent with criteria approved from time to time, if any, by the Board, and to select, or recommend to the Board, the nominees to stand for election as directors at each annual meeting of shareholders or, if applicable, at a special meeting of shareholders. All nominees must be able to commit to attending all regularly scheduled meetings of the Board, meetings of any committee to which he or she is appointed and the Annual Shareholders' Meeting. In the case of a vacancy on the Board (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy either through appointment by the Board or through election by shareholders. In selecting or recommending candidates, the Committee shall take into consideration any criteria approved by the Board, which may be set forth in any Corporate Governance Guidelines adopted by the Board and such other factors as it deems appropriate. These factors may include:

   • Judgment

   • Skill

   • Diversity

   • Experience with businesses and other organizations in related industries and of comparable size

   • The interplay of the candidate's experience with the experience of other Board members

   • The extent to which the candidate would be a desirable addition to the Board and any committees of the Board

The Committee shall consider all candidates recommended by the Company's shareholders in accordance with the procedures set forth in the Company's annual proxy statement and in accordance with Item 7(d)(2)(ii) of Schedule 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Committee may consider candidates proposed by management, but is not required to do so.

3. To identify Board members qualified to fill vacancies on any committee of the Board and to recommend that the Board appoint the identified member or members to the respective committee. In nominating a candidate for committee membership, the Committee shall take into consideration any criteria approved by the Board, which may be set forth in any Corporate Governance Guidelines adopted by the Board, and the factors set forth in the charter of that committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate's experience with the goals of the committee and the interplay of the candidate's experience with the experience of other committee members.

4. To develop and recommend to the Board standards to be applied in making determinations as to the absence of material relationships between the Company and a director.

5. In its discretion, to develop and recommend to the Board a set of corporate governance principles applicable to the Company, and to review those principles at least once a year.

6. Review, annually, the structure and membership of each standing committee and any other committee that may be established by the Board.

7. Survey annually compensation paid to board members of comparable companies. The Committee shall review the compensation of members of the Board to assure it is reasonable and competitive in light of such survey and shall recommend any appropriate changes in compensation to the Board.

8. Review, evaluate and respond, in consultation with the Company's General Counsel, to any shareholder proposals.

9. Retain and terminate, on such terms as it may approve in its sole discretion and at Company expense, consultants with expertise in the Committee's areas of responsibility, including executive search firms to assist the Committee in identifying prospective candidates to serve as directors.

10. To assist management in the preparation of the disclosure in the Company's annual proxy statement regarding the operations of the Committee in accordance with Item 7(d)(2) of Schedule 14A under the Exchange Act.

11. To report to the Board on a regular basis, and not less than once per year.

12. To perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of Board and committee members.

5. Delegation to Subcommittee.
   
   The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

6. Resources and Authority of the Committee.
   
   The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee

Corporate Policies

Insider Trading Policy

Audit Committee Charter

Compensation Committee Charter

Corporate Governance Committee Charter

Corporate Governance Guidelines

Code of Business Conduct & Ethics