MONTEREY CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
Monterey Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • August 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of June 24, 2022, is by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, it its capacity as the Company’s transfer agent, as the “Transfer Agent”). The Company, the Warrant Agent and the Transfer Agent shall individually be referred to as a “Party” and collectively, as the “Parties”.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 16th, 2022 • Monterey Capital Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 10, 2022, by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Monterey Capital Acquisition Corporation Boston, Massachusetts, 02116Monterey Capital Acquisition Corp • April 22nd, 2022 • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 6, 2021 by and between Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 10, 2022, is made and entered into by and among Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”) and Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2023 • Monterey Capital Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), set forth on Schedule A (such equityholders, the “ConnectM Holders”), and certain equityholders of the Company set forth on Schedule B (such equityholders, including the Sponsor, the “Sponsor Holders” and, collectively with the ConnectM Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”).
Monterey Capital Acquisition Corporation Monterey, CA 93940 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one redeemable warrant and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per s
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 16th, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 10, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”) and Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
LOAN AUTHORIZATION AND AGREEMENT (LA&A) A PROPERLY SIGNED DOCUMENT IS REQUIRED PRIOR TO ANY DISBURSEMENTLoan Authorization and Agreement • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks
CAREFULLY READ THE LA&A:This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
Date: December 31, 2022Monterey Capital Acquisition Corp • January 3rd, 2023 • Blank checks
To: Monterey Capital Acquisition Corporation, a Delaware corporation (“Monterey” or “MCAC”) and ConnectM Technology Solutions, Inc., a Delaware corporation (“Target”).
May 10, 2022Letter Agreement • May 16th, 2022 • Monterey Capital Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 9,200,000 of the Company’s units (including up to 1,200,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one redeemable warrant and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per sh
SECURED SUBORDINATED PROMISSORY NOTE (Seller Note - Sanborn)Monterey Capital Acquisition Corp • December 21st, 2023 • Blank checks • Massachusetts
This Promissory Note (this “Note”) is issued in connection with that certain Membership Interest Purchase Agreement of even date herewith, as the same may be amended from time to time (the “Purchase Agreement”), by and among ConnectM Technology Services, LLC, a Massachusetts limited liability company (the “Borrower”), Cazeault Solar & Home, LLC, a Massachusetts limited liability company (the “Company”), Russell S. Cazeault, an individual resident of Massachusetts (“Cazeault”) and Timothy J. Sanborn, an individual resident of Massachusetts (“Lender” and, together with Cazeault, “Sellers”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
AGREEMENT AND PLAN OF MERGER by and among CONNECTM TECHNOLOGY SOLUTIONS, INC., MONTEREY CAPITAL ACQUISITION CORPORATION and CHRONOS MERGER SUB, INC. Dated as of December 31, 2022Registration Rights Agreement • January 3rd, 2023 • Monterey Capital Acquisition Corp • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of December 31, 2022 (the “Execution Date”), is entered into by and among ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), Monterey Capital Acquisition Corporation, a Delaware corporation (“Parent”), and Chronos Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”, and together with the Company and Parent, the “Parties” and each, a “Party”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A of this Agreement.
STOCK PURCHASE AGREEMENT by and among CONNECTM TECHNOLOGY SOLUTIONS, INC., a Delaware corporation DESIGNED TEMPERATURES, INC., a Massachusetts corporation and CAMBRIDGE CLIMATE SOLUTIONS, LLC, a Delaware limited liability company Dated as of March 24,...Stock Purchase Agreement • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks • Delaware
This STOCK PURCHASE AGREEMENT is made as of the date first above written, by and among ConnectM Technology Solutions, Inc., a Delaware corporation (the “Purchaser”), Designed Temperatures, Inc., a Massachusetts corporation (the “Company”), and Cambridge Climate Solutions, LLC, a Delaware limited liability company (“Seller”). Certain capitalized terms used herein shall have the meanings ascribed to them in Section 12.2.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CONNECTM BABIONE, LLC, a Florida limited liability company ABSOLUTELY COOL AIR CONDITIONING, LLC, a Florida limited liability company and Douglas Pence, an individual resident of Florida Dated as of...Membership Interest Purchase Agreement • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT is made as of the date first above written, by and among ConnectM Babione, LLC, a Florida limited liability company (the “Purchaser”), Absolutely Cool Air Conditioning, LLC, a Florida limited liability company (the “Company”), and Douglas Pence, an individual resident of Florida (“Seller”). Certain capitalized terms used herein shall have the meanings ascribed to them in Section 12.2.
Business Lease AgreementBusiness Lease Agreement • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks • Florida
COMMERCIAL LEASECommercial Lease • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks • Massachusetts
8. TAXES AND OPERATING EXPENSES Tenant shall pay to Landlord in advance on the first day of each month, commencing on the Term Commencement Date, as Additional Rent, the Tenant’s Share (as defined below) of (i) the Taxes (as defined below) in excess of the Taxes for the Base Year (as defined below) and (ii) Operating Expenses (as defined below) in excess of the Operating Expenses for the Base Year. “Taxes” shall mean all real estate taxes, personal property taxes, assessments, water and sewer charges and all municipal charges levied or assessed or imposed on the Project. “Base Year” for real estate taxes shall mean fiscal year 2020. “Operating Expenses” shall mean all expenses, costs and disbursements of every kind and nature which Landlord shall pay or become obligated to pay in connection with the Project, including without limitation, (i) insurance premiums paid in connection with the Project; (ii) all utility charges for the Project; (iii) compensation and ben
SECURED SUBORDINATED PROMISSORY NOTEOperating Agreement • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks • Florida
This Promissory Note (this "Note") is issued in connection with that certain Membership Interest Purchase Agreement of even date herewith, as the same may be amended from time to time (the "Purchase Agreement"), by and between the ConnectM Babione, LLC, a Florida limited liability company (the "Borrower"), and Douglas Pence, an individual resident of Florida (the "Lender"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
CONNECTM TECHNOLOGY SOLUTIONS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 18th, 2024 • ConnectM Technology Solutions, Inc. • Construction - special trade contractors • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into effective as of the ____ day of _____ 20___, by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”) and the individual signatory hereto (the “Indemnitee”).
ConnectM Technology Solutions, Inc. Marlborough, MA 01752 Attention: Bhaskar Panigrahi, CEO Monterey Capital Acquisition Corporation Monterey, CA 93940 Attention: Bala Padmakumar, CEO Re: Sponsor Support Agreement Ladies and Gentlemen:Monterey Capital Acquisition Corp • January 3rd, 2023 • Blank checks
This letter (this “Support Agreement”) is being delivered by Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and certain other holders of Parent Class B Common Stock identified on the signature page hereto (the “Class B Stockholders”), to Monterey Capital Acquisition Corporation, a Delaware corporation (“Parent”) and ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, the Company, and Chronos Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). The Sponsor, Parent, and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. As used herein, the term “Section” shall, unless othe
PURCHASE AGREEMENT by and among CONNECTM TECHNOLOGY SERVICES, LLC, a Massachusetts limited liability company BOURQUE HEATING & COOLING, CO., INC., a Massachusetts corporation B&L Equipment LLC, a Massachusetts limited liability company and Robert G....Purchase Agreement • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks • Delaware
This PURCHASE AGREEMENT is made as of the date first above written, by and among ConnectM Technology Services, LLC, a Massachusetts limited liability company (the “Purchaser”), Bourque Heating & Cooling Co., Inc., a Massachusetts corporation (the “BH&C”), B&L Equipment, LLC, a Massachusetts limited liability company (“B&L” and, together with BH&C, the “Companies” and each, a “Company”), and Robert G. Bourque, an individual resident of Massachusetts (“Seller”). Certain capitalized terms used herein shall have the meanings ascribed to them in Section 12.2.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2024 • ConnectM Technology Solutions, Inc. • Construction - special trade contractors • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 12, 2024, is made and entered into by and among Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), set forth on Schedule A (such equityholders, the “ConnectM Holders”), and certain equityholders of the Company set forth on Schedule B (such equityholders, including the Sponsor, the “Sponsor Holders” and, collectively with the ConnectM Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”).
SECURED SUBORDINATED PROMISSORY NOTE (Seller Note - Cazeault)ConnectM Technology Solutions, Inc. • July 18th, 2024 • Construction - special trade contractors • Massachusetts
This Promissory Note (this “Note”) is issued in connection with that certain Membership Interest Purchase Agreement of even date herewith, as the same may be amended from time to time (the “Purchase Agreement”), by and among ConnectM Technology Services, LLC, a Massachusetts limited liability company (the “Borrower”), Cazeault Solar & Home, LLC, a Massachusetts limited liability company (the “Company”), Russell S. Cazeault, an individual resident of Massachusetts (“Lender”) and Timothy J. Sanborn, an individual resident of Massachusetts (“Sanborn” and, together with the Lender, “Sellers”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
RIGHTS AGREEMENTRights Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • September 17th, 2024 • ConnectM Technology Solutions, Inc. • Construction - special trade contractors
This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of September 12, 2024 by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and Arnmilli LLC, a Delaware Limited Liability Company (the “Holder”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 6th, 2024 • ConnectM Technology Solutions, Inc. • Construction - special trade contractors • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT is made as of the date first above written by and among ConnectM Technology Services, Inc., a Delaware corporation (the “Purchaser”), and Vijaya Rao, an individual resident of the State of Delaware (“Seller”). Certain capitalized terms used herein shall have the meanings ascribed to them in Section 12.2.
SECURITY AND INTERCREDITOR AGREEMENTSecurity and Intercreditor Agreement • February 12th, 2024 • Monterey Capital Acquisition Corp • Construction - special trade contractors • Delaware
This SECURITY AND INTERCREDITOR AGREEMENT (this “Security Agreement”) is dated as of February 22, 2022 by and among ConnectM Technology Solutions, Inc., a Delaware limited liability company (the “Borrower”), each of the undersigned Persons who have acquired Notes (as defined below) of the Borrower (collectively the “Lenders”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 3rd, 2023 • Monterey Capital Acquisition Corp • Blank checks
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENTForward Purchase Agreement • August 6th, 2024 • ConnectM Technology Solutions, Inc. • Construction - special trade contractors
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of July 30, 2024 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Seller”), and (iv) ConnectM Technology Solutions, Inc., a Delaware corporation f/k/a Monterey Capital Acquisition Corporation, a Delaware corporation (“PubCo”).
STANDARD FORM COMMERCIAL LEASEForm Commercial Lease • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks
This "Lease" is made this day of October , 2022 by and between Sunrise Nominee Trust, a Massachusetts Trust ("Landlord") ConnectM Technologies, LLC dba Bourque Heating and Cooling Co. Inc. a Massachusetts Corporation ("Tenant"). Pursuant to the terms of this Lease, Landlord agrees to lease the Premises (hereinafter defined) to Tenant and Tenant agrees to lease the Premises from Landlord on the terms set forth.
LEASE AMENDMENTMaster Lease Agreement • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks
This Lease Amendment, dated May 20, 2011, amends the Lease Agreement dated June 7, 2007 by and between Airflow Service Company, Inc., incorporated in State of Virginia, hereinafter referred to as Tenant, and Wellington Business Center LLC or assigns hereinafter referred to as Landlord, for the Premises known as 8832 and 8836 Rixlew Lane, Manassas, VA 20109.
MANAGEMENT SERVICES AGREEMENT Dated as of January 24, 2022Management Services Agreement • December 21st, 2023 • Monterey Capital Acquisition Corp • Blank checks • Massachusetts
THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”) is effective as of the date first above written (the “Effective Date”), by and between Cazeault Solar & Home, LLC, a Massachusetts limited liability company (the “Company”), and Timothy J. Sanborn, an individual resident of Massachusetts (“Executive”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 2024 • Monterey Capital Acquisition Corp • Construction - special trade contractors
This Amendment No. 2 (this “Amendment”), dated as of May 7, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Monterey Capital Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 16th, 2023 • Monterey Capital Acquisition Corp • Blank checks
This First Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of October 12, 2023 (the “Amendment Effective Date”), by and among ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), Monterey Capital Acquisition Corporation, a Delaware corporation (“Parent”), and Chronos Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”, and together with the Company and Parent, the “Parties” and each, a “Party”).
