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”).
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”).
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.
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
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 3rd, 2023 • Monterey Capital Acquisition Corp • Blank checks
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTForm of Company Stockholder Support Agreement • January 3rd, 2023 • Monterey Capital Acquisition Corp • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 31, 2022, by and among Monterey Capital Acquisition Corporation, a Delaware corporation (“Parent”), ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”) and the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”). Each of Parent, the Company and each of the Company Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
