0001104659-22-061251 Sample Contracts

MONTEREY CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting 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:

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WARRANT AGREEMENT
Warrant Agreement • May 16th, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 10, 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 AGREEMENT
Investment 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private 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”).

May 10, 2022
Letter 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

RIGHTS AGREEMENT
Rights Agreement • May 16th, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of May 10, 2022 between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).

Monterey Capital Acquisition Corporation
Monterey Capital Acquisition Corp • May 16th, 2022 • Blank checks

This letter agreement by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Monterrey Acquisition Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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