Exhibit 10.1

NOTE CONVERSION AGREEMENT

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 Sree Nalla, an individual (the “Holder”).

R E C I T A L S

WHEREAS, the Company issued to the Holder a promissory note in the aggregate principal and accrued interest amount of $378,750, dated May 05, 2023 (the “Note”);

WHEREAS, following the consummation of the Company’s business combination, the Holder desires to convert all of the amounts due under the Note into shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a price of $2.00 per share (the “Conversion Price”);

WHEREAS, the Holder acknowledges that this Agreement is one of a series of substantially similar agreements (the “Other Conversion Agreements”) with other holders of certain outstanding debt instruments (collectively, the “Company Debt Instruments”) and notes (collectively, the “Other Company Notes”) of the Company (such other holders, referred to herein as the “Other Debt Holders”); and

WHEREAS, pursuant to the Other Conversion Agreements, the Other Debt Holders have agreed to convert all amounts due and outstanding under such Company Debt Instruments and Other Company Notes on substantially similar terms as provided to the Holder herein with respect to the Note.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.              Conversion of Notes into the Shares. The Company and the Holder acknowledge, agree, represent, warrant and covenant to each other as follows:

(a)             The Note is hereby amended to provide for the immediate conversion of all amounts due under the Note.

(b)            All amounts due under the Note shall be converted into 189,375 shares of Common Stock (the “Conversion Shares”). Promptly following the date hereof, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Conversion Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Conversion Shares in the Holder’s name.

(c)             Except as provided in this Agreement, all amounts due under the Note shall be fully and wholly satisfied and extinguished, and the Note shall be canceled and of no further force or effect, and neither Holder, nor any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, shall make any further claim against the Company relating to or arising out of the Note. A failme by Holder to deliver the Note to the Company on or after the date of this Agreement shall not give the Holder, or any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, any rights therein or thereto, and Holder shall indemnify and hold harmless the Company, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of Holder’s breach of the representations made in this Agreement and/or a failure to deliver the original Note to the Company which results in claims made therein, thereto or thereunder.

(d)            Notwithstanding anything to the contrary herein, the Holder shall not attempt to convert any portion of the Note and the Company shall not issue to the Holder any shares of Common Stock upon an attempted conversion of the Note pursuant to this Agreement, to the extent, after giving effect to such issuance, the Holder (together, in aggregate with the Other Debt Holders with respect to an attempted conversion of the Company Debt Instruments and the Other Company Notes pursuant to the Other Conversion Agreements), would (i) beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (ii) control in excess of 19.99% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuance in accordance with applicable rules of the NASDAQ (or any other applicable national securities exchange) (“Stockholder Approval”). For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (y) a more recent public announcement by the Company, or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within two (2) business days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. If on any attempted conversion of the Note, as provided herein, the resulting issuance of Conversion Shares would result in the Holder, together with the Other Debt Holders with respect to any attempted conversion of the Company Debt Instruments and Other Company Notes, in aggregate, exceeding the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount and the Company shall not have previously obtained Stockholder Approval at the time of such conversion, then the Company shall only issue to the Holder a pro-rata portion of such number of Shares as may be issued to the Holder and the Other Debt Holders, in aggregate, below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, until such time as the Company obtains the Stockholder Approval.

2.             Share Reset. The number of Conversion Shares, as provided in Section 1(b), shall be subject to a one-time adjustment as follows:

(a)            Definitions:

(i)               “Reset Date” means the date that is the earlier of (A) the date that is six months from the date hereof, or (B) the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective.

(ii)              “Reset Price” means, with respect to one share of Common Stock, the greater of (A) the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.m. New York time over the five (5) trading days immediately preceding the Reset Date and (B) $1.25 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof).

(b)            On the Reset Date, if the Reset Price is less than $2. 00 per share, then the Company shall issue to the Holder an additional number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the Conversion Price less the Reset Price and (B) the Conversion Share amount by (ii) the Reset Price (such additional shares, the “Reset Shares” and together with the Conversion Shares, the “Shares”). Promptly following the Reset Date, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Reset Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Reset Shares in the Holder’s name.

3.              Registration Rights. The Company represents, warrants and agrees that with respect to the Shares, the Holder will have the following registration rights: (i) one demand registration of the sale of the Shares at the Company’s expense, and (ii) unlimited “piggyback” registration rights for a period of five (5) years after the closing of the Company’s initial business combination at the Company’s expense.

4.             Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows:

(a)            The Holder has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Holder’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)            The Holder is the sole holder of the Note being delivered to the Company as consideration for the issuance of the Shares. The Note is being delivered to the Company free and clear of any and all liens, charges, encumbrances, security agreements, pledge agreements, conditional sales agreements or other obligations relating to the sale or transfer thereof.

(c)            The Holder is acquiring the Shares for investment for the Holder’s own account and not with a view to, or for resale in connection with, any distribution thereof: and the Holder has no present intention of selling or distributing the Shares. The Holder understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act’’), and are being issued to the Holder by reason of a specific exemption from the registration provisions of the Securities Act. The Holder is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(d)            Restrictions on Resale.

(i)                Legend. The Holder acknowledges that until registered under the Securities Act, the certificates representing the Shares shall bear the following or similar legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(ii)               Stop Order. The Holder further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Shares and to refuse to effect any transfers thereof in the absence of an effective registration statement with respect to the Shares or in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

5.             Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as follows:

(a)            The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)            The issuance of the Shares has been duly authorized by the Company and the Shares, when issued upon conversion of the Notes in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable.

6.             General.

(a)            The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Corporation is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

(b)            This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(c)            The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

(d)            This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

(e)            This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Note Conversion Agreement as of the date first written above.

Exhibit 10.2

NOTE AND PAYABLE CONVERSION AGREEMENT

This NOTE AND PAYABLE CONVERSION AGREEMENT (this “Agreement”) is made as of September 24, 2024 by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and IT Corpz, Inc, a Texas corporation (the “Holder”).

R E C I T A L S

WHEREAS, the Company issued to the Holder promissory notes and has outstanding payable as in Exhibit A in the aggregate settlement amount of $539,295.71 (the “Note”);

WHEREAS, following the consummation of the Company’s business combination, the Holder desires to convert all of the amounts due under the Note into shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a price of $2.00 per share (the “Conversion Price”);

WHEREAS, the Holder acknowledges that this Agreement is one of a series of substantially similar agreements (the “Other Conversion Agreements”) with other holders of certain outstanding debt instruments (collectively, the “Company Debt Instruments”) and notes (collectively, the “Other Company Notes”) of the Company (such other holders, referred to herein as the “Other Debt Holders”); and

WHEREAS, pursuant to the Other Conversion Agreements, the Other Debt Holders have agreed to convert all amounts due and outstanding under such Company Debt Instruments and Other Company Notes on substantially similar terms as provided to the Holder herein with respect to the Note.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             Conversion of Notes into the Shares. The Company and the Holder acknowledge, agree, represent, warrant and covenant to each other as follows:

(a)            The Note is hereby amended to provide for the immediate conversion of all amounts due under the Note.

(b)            All amounts due under the Note shall be converted into 262,080 shares of Common Stock (the “Conversion Shares”). Promptly following the date hereof, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Conversion Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Conversion Shares in the Holder’s name.

(c)            Except as provided in this Agreement, all amounts due under the Note shall be fully and wholly satisfied and extinguished, and the Note shall be canceled and of no further force or effect, and neither Holder, nor any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, shall make any further claim against the Company relating to or arising out of the Note. A failure by Holder to deliver the Note to the Company on or after the date of this Agreement shall not give the Holder, or any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, any rights therein or thereto, and Holder shall indemnify and hold harmless the Company, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of Holder’s breach of the representations made in this Agreement and/or a failure to deliver the original Note to the Company which results in claims made therein, thereto or thereunder.

(d)           Notwithstanding anything to the contrary herein, the Holder shall not attempt to convert any portion of the Note and the Company shall not issue to the Holder any shares of Common Stock upon an attempted conversion of the Note pursuant to this Agreement, to the extent, after giving effect to such issuance, the Holder (together, in aggregate with the Other Debt Holders with respect to an attempted conversion of the Company Debt Instruments and the Other Company Notes pursuant to the Other Conversion Agreements), would (i) beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (ii) control in excess of 19.99% of the total voting power of the Company's securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuance in accordance with applicable rules of the NASDAQ (or any other applicable national securities exchange) (“Stockholder Approval”). For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (y) a more recent public announcement by the Company, or (z) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within two (2) business days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. If on any attempted conversion of the Note, as provided herein, the resulting issuance of Conversion Shares would result in the Holder, together with the Other Debt Holders with respect to any attempted conversion of the Company Debt Instruments and Other Company Notes, in aggregate, exceeding the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount and the Company shall not have previously obtained Stockholder Approval at the time of such conversion, then the Company shall only issue to the Holder a pro-rata portion of such number of Shares as may be issued to the Holder and the Other Debt Holders, in aggregate, below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, until such time as the Company obtains the Stockholder Approval.

2.             Share Reset. The number of Conversion Shares, as provided in Section 1(b), shall be subject to a one-time adjustment as follows:

(a)           Definitions:

(i)            “Reset Date” means the date that is the earlier of (A) the date that is six months from the date hereof, or (B) the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective.

(ii)           “Reset Price” means, with respect to one share of Common Stock, the greater of (A) the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.m. New York time over the five (5) trading days immediately preceding the Reset Date and (B) $1.25 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof).

(b)           On the Reset Date, if the Reset Price is less than $2.00 per share, then the Company shall issue to the Holder an additional number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the Conversion Price less the Reset Price and (B) the Conversion Share amount by (ii) the Reset Price (such additional shares, the “Reset Shares” and together with the Conversion Shares, the “Shares”). Promptly following the Reset Date, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Reset Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Reset Shares in the Holder’s name.

3.             Registration Rights. The Company represents, warrants and agrees that with respect to the Shares, the Holder will have the following registration rights: (i) one demand registration of the sale of the Shares at the Company’s expense, and (ii) unlimited “piggyback” registration rights for a period of five (5) years after the closing of the Company’s initial business combination at the Company’s expense.

4.             Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows:

(a)            The Holder has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Holder’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)            The Holder is the sole holder of the Note being delivered to the Company as consideration for the issuance of the Shares. The Note is being delivered to the Company free and clear of any and all liens, charges, encumbrances, security agreements, pledge agreements, conditional sales agreements or other obligations relating to the sale or transfer thereof.

(c)            The Holder is acquiring the Shares for investment for the Holder’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Holder has no present intention of selling or distributing the Shares. The Holder understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued to the Holder by reason of a specific exemption from the registration provisions of the Securities Act. The Holder is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(d)           Restrictions on Resale.

(i)            Legend. The Holder acknowledges that until registered under the Securities Act, the certificates representing the Shares shall bear the following or similar legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(ii)            Stop Order. The Holder further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Shares and to refuse to effect any transfers thereof in the absence of an effective registration statement with respect to the Shares or in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

5.             Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as follows:

(a)            The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)            The issuance of the Shares has been duly authorized by the Company and the Shares, when issued upon conversion of the Notes in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable.

6.             General.

(a)            The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Corporation is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

(b)            This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(c)            The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

(d)            This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

(e)            This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Note Conversion Agreement as of the date first written above.

Exhibit A

Promissory Note Settlement Amount: $498,410.00

Account Payable: $40,885.71

Total amount to be converted: $539,295.71

Total number of shares at $2/share: 269,648

Exhibit 10.3

NOTE CONVERSION AGREEMENT

This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of September 24, 2024 by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and Monterrey Acquisition Sponsor, LLC, an Delaware limited liability company (the “Holder”).

R E C I T A L S

WHEREAS, the Company issued multiple promissory notes and has payable to the Holder as in Exhibit A in the aggregate amount of $686,495.83 as of September 24, 2024 (the “Note”);

WHEREAS, following the consummation of the Company’s business combination, the Holder desires to convert all of the amounts due under the Note into shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a price of $2.00 per share (the “Conversion Price”);

WHEREAS, the Holder acknowledges that this Agreement is one of a series of substantially similar agreements (the “Other Conversion Agreements”) with other holders of certain outstanding debt instruments (collectively, the “Company Debt Instruments”) and notes (collectively, the “Other Company Notes”) of the Company (such other holders, referred to herein as the “Other Debt Holders”); and

WHEREAS, pursuant to the Other Conversion Agreements, the Other Debt Holders have agreed to convert all amounts due and outstanding under such Company Debt Instruments and Other Company Notes on substantially similar terms as provided to the Holder herein with respect to the Note.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             Conversion of Notes into the Shares. The Company and the Holder acknowledge, agree, represent, warrant and covenant to each other as follows:

(a)            The Note is hereby amended to provide for the immediate conversion of all amounts due under the Note.

(b)            All amounts due under the Note shall be converted into 343,248 shares of Common Stock (the “Conversion Shares”). Promptly following the date hereof, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Conversion Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Conversion Shares in the Holder’s name.

(c)            Except as provided in this Agreement, all amounts due under the Note shall be fully and wholly satisfied and extinguished, and the Note shall be canceled and of no further force or effect, and neither Holder, nor any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, shall make any further claim against the Company relating to or arising out of the Note. A failure by Holder to deliver the Note to the Company on or after the date of this Agreement shall not give the Holder, or any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, any rights therein or thereto, and Holder shall indemnify and hold harmless the Company, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of Holder’s breach of the representations made in this Agreement and/or a failure to deliver the original Note to the Company which results in claims made therein, thereto or thereunder.

(d)            Notwithstanding anything to the contrary herein, the Holder shall not attempt to convert any portion of the Note and the Company shall not issue to the Holder any shares of Common Stock upon an attempted conversion of the Note pursuant to this Agreement, to the extent, after giving effect to such issuance, the Holder (together, in aggregate with the Other Debt Holders with respect to an attempted conversion of the Company Debt Instruments and the Other Company Notes pursuant to the Other Conversion Agreements), would (i) beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (ii) control in excess of 19.99% of the total voting power of the Company's securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuance in accordance with applicable rules of the NASDAQ (or any other applicable national securities exchange) (“Stockholder Approval”). For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (y) a more recent public announcement by the Company, or (z) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within two (2) business days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. If on any attempted conversion of the Note, as provided herein, the resulting issuance of Conversion Shares would result in the Holder, together with the Other Debt Holders with respect to any attempted conversion of the Company Debt Instruments and Other Company Notes, in aggregate, exceeding the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount and the Company shall not have previously obtained Stockholder Approval at the time of such conversion, then the Company shall only issue to the Holder a pro-rata portion of such number of Shares as may be issued to the Holder and the Other Debt Holders, in aggregate, below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, until such time as the Company obtains the Stockholder Approval.

2.             Share Reset. The number of Conversion Shares, as provided in Section 1(b), shall be subject to a one-time adjustment as follows:

(a)            Definitions:

(i)            “Reset Date” means the date that is the earlier of (A) the date that is six months from the date hereof, or (B) the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective.

(ii)            “Reset Price” means, with respect to one share of Common Stock, the greater of (A) the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.m. New York time over the five (5) trading days immediately preceding the Reset Date and (B) $1.25 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof).

(b)           On the Reset Date, if the Reset Price is less than $2.00 per share, then the Company shall issue to the Holder an additional number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the Conversion Price less the Reset Price and (B) the Conversion Share amount by (ii) the Reset Price (such additional shares, the “Reset Shares” and together with the Conversion Shares, the “Shares”). Promptly following the Reset Date, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Reset Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Reset Shares in the Holder’s name.

3.             Registration Rights. The Company represents, warrants and agrees that with respect to the Shares, the Holder will have the following registration rights: (i) one demand registration of the sale of the Shares at the Company’s expense, and (ii) unlimited “piggyback” registration rights for a period of five (5) years after the closing of the Company’s initial business combination at the Company’s expense.

4.             Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows:

(a)            The Holder has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Holder’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)            The Holder is the sole holder of the Note being delivered to the Company as consideration for the issuance of the Shares. The Note is being delivered to the Company free and clear of any and all liens, charges, encumbrances, security agreements, pledge agreements, conditional sales agreements or other obligations relating to the sale or transfer thereof.

(c)            The Holder is acquiring the Shares for investment for the Holder’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Holder has no present intention of selling or distributing the Shares. The Holder understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued to the Holder by reason of a specific exemption from the registration provisions of the Securities Act. The Holder is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(d)           Restrictions on Resale.

(i)            Legend. The Holder acknowledges that until registered under the Securities Act, the certificates representing the Shares shall bear the following or similar legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(ii)            Stop Order. The Holder further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Shares and to refuse to effect any transfers thereof in the absence of an effective registration statement with respect to the Shares or in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

5.             Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as follows:

(a)            The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)            The issuance of the Shares has been duly authorized by the Company and the Shares, when issued upon conversion of the Notes in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable.

6.             General.

(a)            The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Corporation is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

(b)            This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(c)            The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

(d)            This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

(e)            This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Note Conversion Agreement as of the date first written above.

Exhibit A

Exhibit 10.4

DEBT CONVERSION AGREEMENT

This DEBT CONVERSION AGREEMENT (this “Agreement”) is made as of November 13, 2024 by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and MZHCI, LLC, a New York limited liability company, and its affiliates (the “Payee”).

R E C I T A L S

WHEREAS, the Company has engaged the Payee to perform certain services on behalf of the Company, which engagement has been memorialized in a certain SPAC Investor Relations Consulting Agreement dated as of December 16, 2022 (the “Prior Agreement”), with respect to which the Company owes to the Payee an aggregate amount equal to $ 170,000.00 (the “Outstanding Amount”); and

WHEREAS, the Payee desires to the entire Outstanding Amount (the “Conversion Amount”) into shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a price of $1.25 per share (the “Conversion Price”), in full payment of all amounts due from the Company to the Payee;

WHEREAS, the Company intends to register sufficient shares of Common Stock to allow for the resale of the Conversion Shares (as defined below) within sixty (60) days after the Effective Date, the date of which registration shall be referred to herein as the “Registration Date” subject to the terms set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             Conversion of Amounts Due Under Prior Agreement into Shares. The Company and the Payee acknowledge, agree, represent, warrant and covenant to each other as follows:

(a)             On the Registration Date, the Conversion Amount shall be converted into 136,000 shares of Common Stock (the “Conversion Shares”). Promptly following such date, the Company shall issue and deliver to the Payee a certificate or certificates evidencing the issuance of the Conversion Shares or shall cause the Company’s transfer agent to deliver to the Payee a statement evidencing the book-entry position for the Conversion Shares in the Payee’s name.

(b)             Except as provided in this Agreement, the Company’s obligation to pay the portion of the Outstanding Amount shall be fully and wholly satisfied and extinguished, and neither Payee, nor any person or entity claiming under, through or by right of Payee, nor any successor, assignee or other party, shall make any further claim against the Company relating to or arising out of the Company’s obligation to pay such portion of the Outstanding Amount pursuant to the Prior Agreement. Payee shall indemnify and hold harmless the Company, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of Payee’s breach of the representations made in this Agreement.

2.             Share Reset. The number of Conversion Shares, as provided in Section 1(b), shall be subject to a one-time adjustment as follows:

(a)             Definitions:

(i)          “ Reset Date” means the date that is the later of (A) the date that is ninety (90) days from the date hereof, or (B) the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective.

(ii)          “Reset Price” means, with respect to one share of Common Stock, the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.m. New York time over the five (5) trading days immediately preceding the Reset Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof).

(b)            On the Reset Date, if the Reset Price is less than $1.25 per share, then within fifteen (15) days after the Reset Date, the Company shall pay to the Payee an amount in cash or other immediately available funds, the product of (i) the Conversion Price less the Reset Price and (ii) number of Conversion Shares held by the Payee on the Reset Date.

3.             Representations and Warranties of the Payee. The Payee hereby represents and warrants to the Company as follows:

(a)             The Payee has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Payee’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)            The Payee is the sole Payee of the Outstanding Amount under the Prior Agreement.

(c)             The Payee is acquiring the Shares for investment for the Payee’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Payee has no present intention of selling or distributing the Shares. The Payee understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued to the Payee by reason of a specific exemption from the registration provisions of the Securities Act. The Payee is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(d)             Restrictions on Resale.

(i)           Legend. The Payee acknowledges that until registered under the Securities Act, the certificates representing the Shares shall bear the following or similar legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(ii)          Stop Order. The Payee further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Shares and to refuse to effect any transfers thereof in the absence of an effective registration statement with respect to the Shares or in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

4.             Representations and Warranties of the Company. The Company hereby represents and warrants to the Payee as follows:

(a)             The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)             The issuance of the Shares has been duly authorized by the Company and the Shares, when issued upon conversion of the Prior Agreement in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable.

5.             General.

(a)             The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Corporation is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

(b)             This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(c)             The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

(d)             This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

(e)             This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Debt Conversion Agreement as of the date first written above.

Exhibit 10.5

DEBT CONVERSION AGREEMENT

This DEBT CONVERSION AGREEMENT (this “Agreement”) is made as of November 13, 2024 by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and George A. Neighoff, an individual resident of Virginia (the “Payee”).

RECITALS

WHEREAS, the Company entered into a certain Stock Purchase Agreement dated May 31, 2022 with Payee and Airflow Service Company, a Virginia corporation (the “Prior Agreement”), pursuant to which the Company agreed, among other things, to pay Payee an a portion of the Purchase Price (as defined in the Prior Agreement) by way of a certain Promissory Note dated as of May 31, 2022 in the original principal amount of $725,000.00 (the “Note”);

WHEREAS, immediately prior to giving effect to this Agreement, the aggregate outstanding principal amount on the Note is $382,973.43;

WHEREAS, the Payee agrees to accept payment of $91,000.00 in principal amount under the Note (the “Conversion Amount”) by way of conversion of such amount into certain equity securities of the Company; and

WHEREAS, the Payee desires to convert the Conversion Amount into shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a price of $1.25 per share (the “Conversion Price”);

WHEREAS, the Company intends to register sufficient shares of Common Stock to allow for the resale of the Conversion Shares (as defined below) within sixty (60) days after the Effective Date, the date of which registration shall be referred to herein as the “Registration Date” subject to the terms set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             Conversion of Amounts Due Under Prior Agreement into Shares. The Company and the Payee acknowledge, agree, represent, warrant and covenant to each other as follows:

(a)             On the Registration Date, the Conversion Amount shall be converted into 72,800 shares of Common Stock (the “Conversion Shares”). Promptly following such date, the Company shall issue and deliver to the Payee a certificate or certificates evidencing the issuance of the Conversion Shares or shall cause the Company’s transfer agent to deliver to the Payee a statement evidencing the book-entry position for the Conversion Shares in the Payee’s name.

(c)             Immediately after giving effect to the transactions contemplated by this Agreement on the date hereof, the Payee acknowledges and agrees that the outstanding principal amount due under the Note shall be $291,973.43. Payee shall indemnify and hold harmless the Company, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of Payee’s breach of the representations made in this Agreement.

2.             Share Reset. The number of Conversion Shares, as provided in Section 1(b), shall be subject to a one-time adjustment as follows:

(a)             Definitions:

(i)             “Reset Date” means the date that is the later of (A) the date that is ninety (90) days from the date hereof, or (B) the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective.

(ii)             “Reset Price” means, with respect to one share of Common Stock, the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.rn. New York time over the five (5) trading days immediately preceding the Reset Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof).

(b)             On the Reset Date, if the Reset Price is less than $1.25 per share, then within fifteen (15) days after the Reset Date, the Company shall pay to the Payee an amount in cash or other immediately available funds, the product of (i) the Conversion Price less the Reset Price and (ii) number of Conversion Shares held by the Payee on the Reset Date.

3.             Representations and Warranties of the Payee. The Payee hereby represents and warrants to the Company as follows:

(a)             The Payee has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Payee’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)            The Payee is the sole Payee of the Conversion Amount under the Prior Agreement.

(c)            The Payee is acquiring the Shares for investment for the Payee’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Payee has no present intention of selling or distributing the Shares. The Payee understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued to the Payee by reason of a specific exemption from the registration provisions of the Securities Act. The Payee is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(d)             Restrictions on Resale.

(i)             Legend. The Payee acknowledges that until registered under the Securities Act, the certificates representing the Shares shall bear the following or similar legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECA TED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(i)             Stop Order. The Payee further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Shares and to refuse to effect any transfers thereof in the absence of an effective registration statement with respect to the Shares or in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

4.             Representations and Warranties of the Company. The Company hereby represents and warrants to the Payee as follows:

(a)             The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)             The issuance of the Shares has been duly authorized by the Company and the Shares, when issued upon conversion of the Prior Agreement in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable.

5.             General.

(a)             The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Corporation is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

(b)             This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts oflaw.

(c)            The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

(d)             This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

(e)             This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Debt Conversion Agreement as of the date first written above.

Exhibit 10.6

DEBT CONVERSION AGREEMENT

This DEBT CONVERSION AGREEMENT (this “Agreement”) is made as of December 1, 2024 by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and KLR Holdings, Inc. and its Affiliates, including KLR Client Accounting Services, LLC, a Rhode Island limited liability company d/b/a “KLR Outsourcing,” and its affiliates (the “Payee”).

RECITALS

WHEREAS, the Company has engaged the Payee to perform certain services on behalf of the Company, which engagement has been memorialized in a certain letter agreement dated as of March 9, 2023 (the “Prior Agreement”), with respect to which the Company owes to the Payee an aggregate amount equal to $257,793.25 (the “Outstanding Amount”); and

WHEREAS, the Payee desires to convert $257,792.50 of the Outstanding Amount (the “Conversion Amount”) into shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a price of $1.25 per share (the “Conversion Price”), in full payment, subject to Sections 1(b) and 2(b) below, of all amounts due from the Company to the Payee pursuant to the Prior Agreement;

WHEREAS, the Company intends to register sufficient shares of Common Stock to allow for the resale of the Conversion Shares ( as defined below) within sixty ( 60) days after the date hereof, the date of which registration shall be referred to herein as the “Registration Date” subject to the terms set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.            Conversion of Amounts Due Under Prior Agreement into Shares. The Company and the Payee acknowledge, agree, represent, warrant and covenant to each other as follows:

(a)            On the Registration Date, the Conversion Amount shall be converted into 206,234 shares of Common Stock (the “Conversion Shares”). Promptly following such date, the Company shall issue and deliver to the Payee a certificate or certificates evidencing the issuance of the Conversion Shares or shall cause the Company’s transfer agent to deliver to the Payee a statement evidencing the book-entry position for the Conversion Shares in the Payee’s name.

(b)            On the Registration Date, the Company shall pay the balance of the Outstanding Amount (i.e. $0.75) to the Payee in cash or other immediately available funds.

(c)            Subject to satisfaction of the Company’s obligations hereunder, the Company’s obligation to pay the Outstanding Amount shall be fully and wholly satisfied and extinguished, and neither Payee, nor any person or entity claiming under, through or by right of Payee, nor any successor, assignee or other party, shall make any further claim against the Company relating to or arising out of the Company’s obligation to pay the Outstanding Amount pursuant to the Prior Agreement.

(d)           Each party shall indemnify and hold harmless the other party, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of such party’s breach of its respective representations or covenants made in this Agreement.

2.             Consideration Adjustment.

(a)            As used in this Section 2, “Reset Date” means the date that is the later of (A) the date that is ninety (90) days from the date hereof, or (B) the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective.

(b)            Payee shall sell the Conversion Shares promptly after the Reset Date, no more than 5% of shares shall be sold per trading day over a 20 day period, (collectively, the “Sale Dates”). If, on the Sale Dates, Payee receives proceeds from the sale of the Conversion Shares that are less than $257,792.50, then within fifteen (15) days after the Sale Date, the Company shall pay an additional amount in cash or other immediately available funds to Payee equal to the amount by which the proceeds received from the sale of the Conversion Shares is less than $257,792.50

3.             Representations and Warranties of the Payee. The Payee hereby represents and warrants to the Company as follows:

(a)           The Payee has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Payee’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)            The Payee is the sole Payee of the Outstanding Amount under the Prior Agreement.

(c)            The Payee is acquiring the Conversion Shares for investment for the Payee’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Payee has no present intention of selling or distributing the Conversion Shares. The Payee understands that the Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued to the Payee by reason of a specific exemption from the registration provisions of the Securities Act. The Payee is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(d)            Restrictions on Resale.

(i)             Legend. The Payee acknowledges that until registered under the Securities Act, the certificates representing the Conversion Shares shall bear the following or similar legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(ii)            Stop Order. The Payee further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Conversion Shares and to refuse to effect any transfers thereof in the absence of an effective registration statement with respect to the Conversion Shares or in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

4.            Representations and Warranties of the Company. The Company hereby represents and warrants to the Payee as follows:

(a)           The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)           The issuance of the Conversion Shares has been duly authorized by the Company and the Conversion Shares, when issued upon conversion of the Conversion Amount in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable.

5.            General.

(a)           The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Company is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

(b)           This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(c)           The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

(d)           This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

(e)           This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Debt Conversion Agreement as of the date first written above.

Exhibit 10.7

DEBT CONVERSION AGREEMENT

This DEBT CONVERSION AGREEMENT (this “Agreement”) is made as of September 24, 2024 (the “Effective Date”) by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and Libertas Funding, LLC, a Connecticut limited liability company (the “Payee”).

R E C I T A L S

WHEREAS, the Company entered into a certain Agreement of Sale of Future Receipts dated January 1, 2024 with the Payee pursuant to which the Company agreed to pay Payee an amount of $2,600,000.00 out of certain of its future receipts, plus certain costs and expenses (the “Prior Agreement”), and all amounts due under the Prior Agreement remain outstanding as of the date hereof;

WHEREAS, the Payee disbursed an additional amount equal to $1,054,285.60 to the Company on January 31, 2024 (the “Additional Disbursement”), which additional amount remains outstanding as of the date hereof; and

WHEREAS, as of the Effective Date, the total amount outstanding under the Prior Agreement, together with the Additional Disbursement, is $3,115.592.40 (the “Payoff Amount”);

WHEREAS, the Payee desires to convert the Payoff Amount, comprising all of the amounts due under the Prior Agreement and with respect to the Additional Disbursement (collectively, the “Company Obligations”), into shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”), at a price of approximately $2.00 per share (the “Conversion Price”), subject to adjustment as set forth herein;

WHEREAS, the Company intends to register sufficient shares of Common Stock to allow for the resale of the Conversion Shares (as defined below) within sixty (60) days after the Effective Date, the date of which registration shall be referred to herein as the “Registration Date” subject to the terms set forth herein;

WHEREAS, the Payee acknowledges that this Agreement is one of a series of substantially similar agreements (the “Other Conversion Agreements”) with other holders of certain outstanding debt instruments and obligations (the “Other Company Debt Instruments”) and promissory notes (the “Company Notes”) of the Company (such other holders, referred to herein as the “Other Debt Holders”), which the Company may enter into with such Other Debt Holders prior to, on or after the Effective Date; and

WHEREAS, pursuant to the Other Conversion Agreements, the Other Debt Holders have agreed or may agree to, convert all amounts due and outstanding under such Other Company Debt Instruments and Company Notes on similar terms as provided to the Payee herein with respect to the Prior Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             Conversion of Amounts Due Under Prior Agreement into Shares; Adjustments. The Company and the Payee acknowledge, agree, represent, warrant and covenant to each other as follows:

(a)           Until the date which is ninety (90) days after the Effective Date (the “Forbearance Termination Date”), the Payee shall refrain and forebear from commencing, instituting or prosecuting any lawsuit, action, claim or proceeding before or in any court, regulatory, governmental, arbitral or other authority to collect or enforce the Prior Agreement and/or any agreement with respect to the Additional Disbursement.

(b)           In the event that the Company shall fail to perform its obligations under Section 3 on or prior to the Forbearance Termination Date, this Agreement shall, immediately upon delivery of written notice by Payee to the Company, become null and void and without further effect.

(i)              on the Registration Date, the Prior Agreement is hereby amended to provide for the conversion of all amounts due under the Prior Agreement and the parties hereto agree to the conversion of all amounts due with respect to the Additional Disbursement;

(ii)             all amounts due with respect to the Company Obligations shall be converted into such number of shares of Common Stock equal to the Payoff Amount divided by the Conversion Price, rounded to the nearest whole share (the “Conversion Shares”);

(iii)            promptly following the date of such conversion, but in no event later than sixty (60) days after the Registration Date, the Company shall issue and deliver to the Payee a certificate or certificates evidencing the issuance of such Conversion Shares, or shall cause the Company’s transfer agent to deliver to the Payee a statement evidencing the book-entry position for the Conversion Shares in the Payee’s name;

(iv)            Except as provided in this Agreement, upon conversion of the Company Obligations in accordance with this Section 1(c), all amounts due with respect to the Company Obligations shall be fully and wholly satisfied and extinguished, and the Prior Agreement shall be canceled and of no further force or effect, and neither Payee, nor any person or entity claiming under, through or by right of Payee, nor any successor, assignee or other party, shall make any further claim against the Company relating to or arising out of the Prior Agreement and/or the Company Obligations. Payee shall indemnify and hold harmless the Company, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of Payee’s breach of the representations made in this Agreement. The Company shall indemnify and hold harmless the Payee, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of the Company’s breach of the representations made in this Agreement.

(d)           Notwithstanding anything to the contrary herein and without limiting Payee’s right to terminate this Agreement pursuant to clause (b) above, the Company shall not issue to the Payee any shares of Common Stock, to the extent, after giving effect to such issuance, the Payee (together, in aggregate with the Other Debt Holders with respect to an attempted conversion of the Other Company Debt Instruments and the Company Notes pursuant to the Other Conversion Agreements), would (i) beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (ii) control in excess of 19.99% of the total voting power of the Company's securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuance in accordance with applicable rules of the NASDAQ (or any other applicable national securities exchange) (“Stockholder Approval”). For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Payee may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (y) a more recent public announcement by the Company, or (z) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Payee, the Company shall within two (2) business days confirm orally and in writing to the Payee the number of shares of Common Stock then outstanding. If on any attempted conversion of the Note, as provided herein, the resulting issuance of Conversion Shares would result in the Payee, together with the Other Debt Holders with respect to any attempted conversion of the Other Company Debt Instruments and Company Notes, in aggregate, exceeding the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount and the Company shall not have previously obtained Stockholder Approval at the time of such conversion, then the Company shall (i) only issue to the Payee a pro-rata portion of such number of Shares as may be issued to the Payee and the Other Debt Holders, in aggregate, below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, until such time as the Company obtains the Stockholder Approval and (ii) the Company shall pay any remaining balance of the Company Obligations in cash or other immediately available funds on or prior to the date which is thirty (30) days after the date upon which such resulting issuance of Conversion Shares would result in the Payee, together with the Other Debt Holders with respect to any attempted conversion of the Other Company Debt Instruments and Company Notes, in aggregate, exceeding the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount and the Company shall not have previously obtained Stockholder Approval at the time of such conversion.

2.             Share Reset. The number of Conversion Shares, as provided in Section 1(b), shall be subject to adjustment as follows:

(a)           Definitions:

(i)              “First Reset Date” means the date that is eighteen (18) weeks from the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective, as further described in Section 3, below.

(ii)             “Second Reset Date” means the date that is thirty-six (36) weeks from the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective, as further described in Section 3, below.

(iii)            “Reset Price Ceiling” means, with respect to one share of Common Stock, $2.00 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof)

(iv)            “Reset Price Floor” means, with respect to one share of Common Stock, $1.25 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof).

(v)             “First Reset Price” means, with respect to one share of Common Stock, the greater of (A) the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.m. New York time over the five (5) Trading Days immediately preceding the First Reset Date and (B) the Reset Price Floor.

(vi)            “Second Reset Price” means, with respect to one share of Common Stock, the greater of (A) the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.m. New York time over the five (5) Trading Days immediately preceding the Second Reset Date (the “Second Reset Date Market Price”) and (B) the Reset Price Floor.

(vii)           “Trading Day” means each day that the principal market for the Common Stock is open for regular trading of the Common Stock.

(b)           On the First Reset Date, if the First Reset Price is less than the Reset Price Ceiling (each, as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof), then the Company shall, at the Payee’s election, either (i) issue to the Payee an additional number of shares of Common Stock equal to the quotient obtained by dividing (A) the product of (1) the Conversion Price less the First Reset Price and (2) the number of Conversion Shares held by the Payee as of the end of business on the First Reset Date by (B) the First Reset Price (such additional shares, the “First Reset Shares”) or (ii) pay to Payee an amount equal to the product of (A) the Conversion Price less the First Reset Price and (B) the number of Conversion Shares held by the Payee as of the end of business on the First Reset Date. Promptly following the First Reset Date, if any First Reset Shares are to be issued, the Company shall issue and deliver to the Payee a certificate or certificates evidencing the issuance of the First Reset Shares or shall cause the Company’s transfer agent to deliver to the Payee a statement evidencing the book-entry position for the First Reset Shares in the Payee’s name.

(c)           On the Second Reset Date, if the Second Reset Price is less than the First Reset Price (each, as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof), then the Company shall, at the Payee’s election, either (i) issue to the Payee an additional number of shares of Common Stock equal to the quotient obtained by dividing (A) the product of (1) the First Reset Price less the Second Reset Price and (2) the number of Conversion Shares held by the Payee as of the end of business on the Second Reset Date by (B) the Second Reset Price (such additional shares, the “Second Reset Shares” and together with the First Reset Shares and the Conversion Shares, the “Shares”) or (ii) pay to Payee an amount equal to the product of (A) the First Reset Price less the Second Reset Price and (B) the number of Conversion Shares held by the Payee as of the end of business on the Second Reset Date. Promptly following the Second Reset Date, if any Second Reset Shares are to be issued, the Company shall issue and deliver to the Payee a certificate or certificates evidencing the issuance of the Second Reset Shares or shall cause the Company’s transfer agent to deliver to the Payee a statement evidencing the book-entry position for the Second Reset Shares in the Payee’s name.

(d)           On the Second Reset Date, if the Second Reset Date Market Price is less than the Reset Price Floor, then the Company shall pay to the Payee an amount equal to the product of (i) the Reset Price Floor less the Second Reset Date Market Price and (ii) the number of Conversion Shares (including without limitation any Second Reset Shares) held by the Payee as of the end of business on the Second Reset Date (the “Make-Whole Payment”, which Make-Whole Payment shall be paid by the Company to the Payee within thirty (30) days of the Second Reset Date.

3.             Registration. On or prior to the Forbearance Termination Date, the Company shall file a registration statement on Form S-1 registration statement (or another appropriate form) under the Securities Act Securities Act of 1933, as amended (the “Securities Act”), registering all of the Conversion Shares to be issued under Section 1(c) for resale, shall cause such registration statement to become effective as soon as reasonably practicable and, upon the request of Payee, shall keep such registration statement effective for so long as the Payee continues to own the Shares.

4.             Representations and Warranties of the Payee. The Payee hereby represents and warrants to the Company as follows:

(a)           The Payee has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Payee’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)           The Payee is the sole Payee of the Prior Agreement and all rights and agreements relating to the other Company Obligations, being delivered to the Company as consideration for the issuance of the Shares. The Prior Agreement and all rights and agreements relating to the other Company Obligations are being delivered to the Company free and clear of any and all liens, charges, encumbrances, security agreements, pledge agreements, conditional sales agreements or other obligations relating to the sale or transfer thereof.

(c)           The Payee is acquiring the Shares for investment for the Payee’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Payee has no present intention of selling or distributing the Shares. The Payee understands that the Shares have not been registered under the Securities Act, and are being issued to the Payee by reason of a specific exemption from the registration provisions of the Securities Act. The Payee is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(d)           Resale; Restrictions.

(i)               Legend. The Payee acknowledges that until registered under the Securities Act, the certificates representing the Shares shall bear the following or similar legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

Promptly upon registration of the Shares under the Securities Act, the Company agrees to cause such legend to be removed from the Shares at its sole cost and expense (including without limitation payment of all related legal fees and expenses); provided that the Payee shall reasonably cooperate with the Company in achieving such removal.

(ii)             Stop Order. The Payee further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Shares and to refuse to effect any transfers thereof in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

(iii)            Volume-Based Restrictions. The Payee hereby agrees that, without the prior written consent of the Company, Payee shall limit the number of Shares that it sells on any particular Trading Day to an amount equal to five percent (5.0%) of the average daily trading volume reported for the Company’s shares on the principal market for the Common Stock for the immediately preceding Trading Day. The Company reserves the right to refuse to effect any transfers in violation of the provisions of this Section 4(d)(ii)(1).

(iv)            Effecting Trades; Expenses. Until the one (1) year anniversary of the Effective Date, the Company (via Meteora Capital LLC or the Company’s designee) will assist Payee to effect any trades of Shares requested by the Payee that comply with the requirements of this Agreement or, if the Company is unwilling or unable to do so, the Company will reimburse Payee for its out of pocket costs for effecting any such trades up to an amount equal to $0.02 per Share traded. For avoidance of doubt, for purposes of this Section 4(d)(ii), the term, “Shares,” shall mean the Shares originally issued pursuant to this Agreement and shall specifically exclude any of the Company’s other securities as may be obtained by the Payee from time-to-time.

5.             Representations and Warranties of the Company. The Company hereby represents and warrants to the Payee as follows:

(a)           The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)           The issuance of the Shares has been duly authorized by the Company and the Shares, when issued upon conversion of the Company Obligations in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable.

(c)           On or prior to the Forbearance Termination Date, the Company shall file a registration statement on Form S-1 registration statement (or another appropriate form) under the Securities Act registering all of the Conversion Shares to be issued under Section 1(c) for resale, shall cause such registration statement to become effective as soon as reasonably practicable and, upon the request of Payee, shall keep such registration statement effective for so long as the Payee continues to own the Shares.

6.             General.

(a)           The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Corporation is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

(b)           This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(c)           The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

(d)           This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

(e)           This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Debt Conversion Agreement as of the Effective Date.

Email: randy.saluck@libertasfunding.com

ConnectM Debt Conversion Agreement (Libertas)- revised by libertas 9.24.24_v7(clean) Final Audit Report 2024-09-25 Created: 2024-09-24 By: Bhaskar Panigrahi (bhaskarpan11@gmail.com) Status: Signed Transaction ID: CBJCHBCAABAAsZpq-YsdZqb5zy6Mm1po416jYdQqWIgO "ConnectM Debt Conversion Agreement (Libertas)- revised by li bertas 9.24.24_v7(clean)" History Document created by Bhaskar Panigrahi (bhaskarpan11@gmail.com) 2024-09-24 - 11:30:22 PM GMT Document emailed to Randy Saluck (randy.saluck@libertasfunding.com) for signature 2024-09-24 - 11:30:27 PM GMT Email viewed by Randy Saluck (randy.saluck@libertasfunding.com) 2024-09-25 - 0:06:03 AM GMT Document e-signed by Randy Saluck (randy.saluck@libertasfunding.com) Signature Date: 2024-09-25 - 0:09:20 AM GMT - Time Source: server Agreement completed. 2024-09-25 - 0:09:20 AM GMT

Exhibit 10.8

1

OUTSIDE THE BOX CAPITAL INC.

2202 Green Orchard Place.

Oakville ON L6H 4V4

Canada

July 25, 2024

CONFIDENTIAL

ConnectM Technology Solutions Inc.

2 Mount Royal Ave, Suite 550

Marlborough, MA 01752

United States

Attention:

Re: Marketing Services Agreement

Dear Sirs/Mesdames:

Outside The Box Capital Inc. (“Outside The Box Capital”) is pleased to provide marketing and distribution services to ConnectM Technology Solutions Inc. (the “Company”), as more fully described in this letter agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages Outside The Box Capital to provide such services.

1.     Services

(a) Outside The Box Capital’s services to the Company will commence on July 29, 2024 (“Effective Date”) and end on January 29, 2025 (“Ending Date”) overall being the Initial Period (“Initial Period). Outside The Box Capital will provide marketing and distribution services to communicate information about the Company (''Marketing Services''), including, but not limited to:

(b) Outside The Box Capital will not participate in discussions or negotiations with potential investors. Outside The Box Capital will not solicit orders, make recommendations or give investment advice. Outside The Box Capital will not affect transactions of securities for potential investors or anyone else. Outside The Box Capital and the Company agree that Outside The Box Capital is not being engaged for, and is not permitted to engage in, activities that would give rise to Outside The Box Capital being required to register as a broker-dealer under applicable securities laws, the U.S. Exchange Act, or with FINRA. To the extent, a financial intermediary expresses interest in the Company, Outside The Box Capital will refer the intermediary to the Company. In providing services under this Agreement, Outside The Box Capital agrees to comply with all applicable securities laws.

(c) The Company acknowledges that Outside The Box Capital is the sole and exclusive owner of any and all databases developed by it. Outside The Box Capital may access third-party databases in order to increase the efficiency of its marketing outreach.

(d) It is hereby acknowledged and agreed that Outside The Box Capital shall be entitled to communicate with and shall rely upon the immediate advice, direction, and instructions of the CEO of the Company, or upon the advice or instructions of such other director or officer of the Company as the CEO of the Company shall, from time to time, designate in times of the CEO’s absence, in order to initiate, coordinate and implement the Marketing Services as contemplated herein.

2.     Information

(a) The Company will make available to Outside The Box Capital on a timely basis relevant information pertaining to the Company. The Company also agrees to provide Outside The Box Capital with timely access to appropriate personnel. Outside The Box Capital will only use the information provided by the Company. The Company hereby grants Outside The Box Capital the right to use the name and service marks of the Company in its Marketing Services as long as this Agreement is continuing under the Initial Period (as defined below) or any Renewal Term (as defined below) and has not been terminated in accordance with the provisions hereof.

(b) Outside The Box Capital will be entitled to rely upon the information provided by the Company and all other information that the Company files with applicable regulators. Outside The Box Capital will be under no obligation to verify independently any such information. Outside The Box Capital will also be under no obligation to determine whether there have been, or to investigate any changes in, such information. However, any marketing materials shall be provided to the Company for review and approval prior to such marketing materials being published or disseminated to anyone.

3.     Term and Termination

The term of this Agreement shall commence on the Effective Date until the End Date overall being the Initial Period. During the Initial Period, the parties may terminate this Agreement by mutual consent and either may terminate this Agreement if the other party files for bankruptcy, becomes insolvent, or is in material breach of this Agreement. The Company shall pay Outside The Box Capital for all services performed up to and including the effective date of termination. Within ten (10) days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information (defined below) of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information.

4.     Confidentiality

The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer-retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party that was not subject to a duty of confidentiality to the disclosing party; (iii) is independently developed by the receiving party as shown by the receiving party’s then-contemporaneous written files and records kept in the ordinary course of business; or (iv) is subject to disclosure under a court order or other lawful processes. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Outside The Box Capital and the Company acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall survive termination of this Agreement.

5.     Compensation

For the Initial Term, Company agrees to pay Outside The Box Capital the compensation set forth in Schedule A attached hereto, which Schedule A forms part of this Agreement.

6.     Expenses

In the occasion where the Company requests Outside The Box Capital to travel outside of the agreement, upon mutual agreement outside of this agreement Outside The Box Capital shall also be reimbursed for all direct, pre-approved, and reasonable expenses actually and properly incurred by Outside The Box Capital in performing the Marketing Services (collectively, the “Expenses”); and which Expenses, it is hereby acknowledged and agreed, shall be payable by the Company to the order, direction and account of Outside The Box Capital as Outside The Box Capital may designate in writing, from time to time, in Outside The Box Capital’ sole and absolute discretion, as soon as conveniently possible after the prior delivery by Outside The Box Capital to the Company of written substantiation on account of each such pre-approved reimbursable Expense.

7.     Notices

Notices under this Agreement are sufficient if given by nationally recognized overnight courier service, certified mail (return receipt requested), or personal delivery to the other party at the addresses first set out above.

8.     Choice of Law and Jurisdiction

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.

9.     Waiver

The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant, or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.

10.   Assignment

Except as may be necessary for the rendition of the services as provided herein, neither Outside The Box Capital nor Company may assign any part or all of this Agreement, or subcontract or delegate any of their respective rights or obligations under this Agreement, without the other party’s prior written consent. Any attempt to assign, subcontract, or delegate in violation of this paragraph is void in each instance.

[the rest of this page intentionally left blank]

11.   Entire Agreement

This Agreement and the schedules attached constitute the agreement between Outside The Box Capital and Company relating to the subject matter hereof and supersede any prior agreement or understanding between them. This Agreement may not be modified or amended unless such modification or amendment is agreed to in writing by both Outside The Box Capital and the Company.

12.   Acceptance

Please confirm that the foregoing is in accordance with Company’s understanding by signing and returning this Agreement, which will thereupon constitute a binding Agreement between Outside The Box Capital Inc. and Company. This Agreement may be executed in counterparts and with electronic or facsimile signatures.

Yours very truly,

Outside The Box Capital Inc.

The foregoing is in accordance with our understanding and is accepted and agreed upon by us as of the date first written above.

ConnectM Technology Solutions Inc.

SCHEDULE “A”

COMPENSATION

For the Initial Period, in consideration of the performance of the services by Outside The Box Capital pursuant to the Agreement to which this Schedule A is attached, the Company hereby agrees to compensate Outside The Box Capital as follows:

150,000 of Restricted Share Units in the Company, issuance due earlier of within 60 days from the Effective Date or Registration of Restricted Share Units with SEC

Exhibit 10.9

SERVICES AGREEMENT

This SERVICES AGREEMENT (the “Agreement”) is made effective as of December 1, 2024, between Jamal Khurshid (“Service Provider”), and ConnectM Technologies Solutions Inc. (“Company”). The parties agree as follows:

1.             Services. Company hereby employs the Service Provider to perform the following services ("Services") in accordance with the terms and conditions set forth in this Agreement:

2.            Limitation on Services. Service Provider represents and warrants, and Company acknowledges, that Service Provider is not a licensed securities broker or dealer or a licensed investment advisor. Accordingly, Service Provider shall not, and shall have no authority, express or implied, to:

Signature page to follow

Exhibit 10.10

SERVICES AGREEMENT

This SERVICES AGREEMENT (the “Agreement”) is made effective as of December 1, 2024, between LU2 Holdings LLC (“Service Provider”), and ConnectM Technologies Solutions Inc. (“Company”). The parties agree as follows:

Signature page to follow

Exhibit 10.11

July 16, 2024

STRICTLY CONFIDENTIAL

Mr. Bhaskar Panigrahi

CEO

ConnectM Technology Solutions, Inc.

2 Mt Royal Ave, Suite 550

Marlborough, MA 01752

Dear Bhaskar:

This letter will confirm our understanding that ConnectM Technology Solutions, Inc. (the “Company” or “CNTM”) has engaged Roth Capital Partners, LLC (“Roth”) in connection with the matters described below, subject to the terms and conditions set forth in this letter agreement (this “Agreement”).

Additionally, rules to which we are subject prohibit our giving research coverage for compensation (unless disclosed). Accordingly, we in no way promise or represent to CNTM that our research department will cover CNTM.

The Parties acknowledge and agree that in consideration of Roth’s agreement to provide the services set forth in this Agreement, Roth shall be paid an Advisory Fee upon execution of this letter agreement, and as set forth in Exhibit I.

ROTH CAPITAL PARTNERS, LLC

888 SAN CLEMENTE DRIVE , NEWPORT BEACH , CA 92660 | 800.678.9147 | www.roth.com | Member SIPC/FINRA

ConnectM Technology Solutions, Inc.

July 16, 2024

Page 2

ConnectM Technology Solutions, Inc.

July 16, 2024

Page 3

If the foregoing terms meet with your approval, please indicate your acceptance by signing and returning the attached copy of this letter to us.

EXHIBIT I

ADDENDUM A

Indemnification Provisions

CNTM agrees to indemnify and hold harmless Roth and its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (Roth and each such person being an “Indemnified Party”) from and against all losses, claims, damages and liabilities (or actions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the performance by Roth of the services contemplated by or the engagement of Roth pursuant to this Agreement and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or pending claim, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by CNTM. CNTM will not be liable to any Indemnified Party under the foregoing indemnification and reimbursement provisions (i) for any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the Indemnified Party willful misconduct or gross negligence. CNTM also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to CNTM or its security holders or creditors related to or arising out of the engagement of Roth pursuant to, or the performance by Roth of the services contemplated by, this Agreement except to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from Roth’s willful misconduct or gross negligence.

Promptly after receipt by an Indemnified Party of notice of any intention or threat to commence an action, suit or proceeding or notice of the commencement of any action, suit or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against CNTM pursuant hereto, promptly notify CNTM in writing of the same. Any failure or delay by an Indemnified Party to give the notice referred to in this paragraph shall not affect such Indemnified Party’s right to be indemnified hereunder, except to the extent that such failure or delay causes actual material harm to CNTM, or materially prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies CNTM of the commencement thereof, CNTM may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by CNTM, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to CNTM, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and CNTM that makes it impossible or inadvisable for counsel to CNTM to conduct the defense of both parties (in which case CNTM will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) CNTM has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of CNTM; provided, further, that in no event shall CNTM be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties.

If the indemnification provided for in this Agreement is for any reason held unenforceable by an Indemnified Party, CNTM agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the relative benefits to CNTM, on the one hand, and Roth on the other hand or, (ii) if (but only if) the allocation provided for in clause (i) is for any reason unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of CNTM, on the one hand and Roth, on the other hand, as well as any other relevant equitable considerations. CNTM agrees that for the purposes of this paragraph the relative benefits to CNTM and Roth shall be deemed to be in the same proportion that the total value received or contemplated to be received by CNTM bear to the fees paid or to be paid to Roth under this Agreement. Notwithstanding the foregoing, CNTM expressly agrees that Roth shall not be required to contribute any amount in excess of the amount by which fees paid to Roth hereunder (excluding reimbursable expenses), exceeds the amount of any damages which Roth has otherwise been required to pay.

CNTM agrees that without Roth’s prior written consent, which shall not be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Agreement (whether or not Roth or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding.

In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against CNTM in which such Indemnified Party is not named as a defendant, CNTM agrees to promptly reimburse Roth on a monthly basis for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel.

If multiple claims are brought with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, CNTM agrees that any judgment or arbitration award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, except to the extent the judgment or arbitration award expressly states that it, or any portion thereof, is based solely on a claim as to which indemnification is not available.

Exhibit 10.12

TRANSFER AGREEMENT

Dated as of October 1, 2024

Know all men by these presents, that Srimulli Renewable LLC, a Delaware limited liability company (“Assignor”), for the aggregate purchase price (the “Purchase Price”) of 88,000 shares of the Common Stock, $0001 par value per share (the “Assignee Stock”), of ConnectM Technology Solutions, Inc., a Delaware corporation, the agreement to issue such Assignee Stock comprising good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby assigns and transfers to, ConnectM Technology Solutions, Inc., a Delaware corporation {“Assignee”), 5,500 shares (the “Transferred Shares”) of the Common Stock, $0.001 par value per share (“Common Stock”), of Green Energy Gains, Inc., a Massachusetts corporation (the “Company”), which Transferred Shares, in aggregate, comprise fifty-five percent (55.0%) of the entire equity interest in the Company held by Assignor and fifty-five percent (55.0%) of all of the issued and outstanding capital stock of the Company and (ii) constitutes and appoints the officers and directors of the Company, and each of them acting singly, its true and lawful attorney, IRREVOCABLY, for it and in its name and stead, to use, to sell, assign, transfer and make over, all or any part of said Transferred Shares, and for that purpose to make and execute all necessary acts of assignment and transfer thereof, and to substitute one or more persons with like full power, hereby ratifying and confirming all that his said attorney or its substitute or substitutes shall lawfully do by virtue hereof. The transfer of the Transferred Shares shall be effective as of 11 :59 p.rn. Boston time on the date hereof. Assignor and Assignees may be referred to herein from time to time, each, as a “Party” and, collectively, as the “Parties.”

Assignor hereby represents and warrants to the Company and to the Assignees as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

This document may be signed in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, the undersigned have executed this Transfer Agreement as of the date first above written.

Exhibit 10.13

TRANSFER AGREEMENT

Dated as of October 1, 2024

Know all men by these presents, that Gregory Kendall, an individual resident of Massachusetts (“Assignor”), for the aggregate purchase price (the “Purchase Price”) of 72,000 shares of the Common Stock, $0001 par value per share (the “Assignee Stock”), of ConnectM Technology Solutions, Inc., a Delaware corporation, the agreement to issue such Assignee Stock comprising good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby assigns and transfers to, ConnectM Technology Solutions, Inc., a Delaware corporation (“Assignee”), 4,500 shares (the “Transferred Shares”) of the Common Stock, $0.001 par value per share (“Common Stock”), of Green Energy Gains, Inc., a Massachusetts corporation (the “Company”), which Transferred Shares, in aggregate, comprise forty-five percent (45.0%) of the entire equity interest in the Company held by Assignor and forty-five percent (45.0%) of all of the issued and outstanding capital stock of the Company and (ii) constitutes and appoints the officers and directors of the Company, and each of them acting singly, its true and lawful attorney, IRREVOCABLY, for it and in its name and stead, to use, to sell, assign, transfer and make over, all or any part of said Transferred Shares, and for that purpose to make and execute all necessary acts of assignment and transfer thereof, and to substitute one or more persons with like full power, hereby ratifying and confirming all that his said attorney or its substitute or substitutes shall lawfully do by virtue hereof. The transfer of the Transferred Shares shall be effective as of 11:59 p.m. Boston time on the date hereof. Assignor and Assignees may be referred to herein from time to time, each, as a “Party” and, collectively, as the “Parties.”

Assignor hereby represents and warrants to the Company and to the Assignees as follows:

(x) the Assignee's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (y) a more recent public announcement by the Assignee, or (z) any other notice by the Assignee or the Assignee's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Assignor, the Assignee shall within two (2) business days confirm orally and in writing to the Assignor the number of shares of Common Stock then outstanding. If on any attempted conversion of the Note, as provided herein, the resulting issuance of Conversion Shares would result in the Assignor, together with the Other Debt Holders with respect to any attempted conversion of the Other Assignee Debt Instruments and Assignee Notes, in aggregate, exceeding the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount and the Assignee shall not have previously obtained Stockholder Approval at the time of such conversion, then the Assignee shall only issue to the Assignor a pro-rata portion of such number of Shares as may be issued to the Assignor and the Other Debt Holders, in aggregate, below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, until such time as the Assignee obtains the Stockholder Approval.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

This document may be signed in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Transfer Agreement as of the date first above written.

Exhibit 10.14

SETTLEMENT AGREEMENT

Date: October 2, 2024

This Settlement Agreement (“Settlement Agreement”) is entered into as of date first set forth above between ConnectM Technology Solutions, Inc. (“ConnectM”), Monterey Capital Acquisition Corporation (“MCAC”) and Bala Padmakumar (collectively, the “ConnectM Parties”), jointly and severally, and Benjamin Securities, Inc. (“Benjamin”). Hereinafter, the ConnectM Parties and Benjamin are collectively referred to as the “Parties”.

WHEREAS, ConnectM and MCAC on the one hand, and Benjamin on the other hand, entered into that certain Capital Markets Advisory Agreement on June 26, 2024, as amended on July 12, 2024 (the “Advisory Agreement”); and

WHEREAS, pursuant the Advisory Agreement ConnectM and MCAC agreed but failed to pay Benjamin as contractually required the sum of $525,000, representing the principal balance due to Benjamin for services Benjamin rendered pursuant thereto (the “Contract Balance”); and

WHEREAS, ConnectM’s and MCAC’s breach of the Advisory Agreement continues unabated; and

WHEREAS, due to ConnectM’s and MCAC’ breach Benjamin has also suffered additional damages, cost and expense; and

WHEREAS. Benjamin has commenced a lawsuit against the ConnectM Parties now pending in the Supreme Court of the State of New York, County of New York, bearing Index No. 157042//2024 (the “Litigation”); and

WHEREAS, the Parties wish to resolve the Litigation on the terms and conditions set forth in this Settlement Agreement;

NOW THEREFORE, the Parties mutually agree as follows:

Time is of the essence for the Initial Payment and Settlement Balance Payment. Any payments in respect of the Settlement Balance Payment shall first be applied to payment of accumulated unpaid interest.

The ConnectM Parties, on behalf of themselves, their directors, officers, predecessors, successors, and affiliates, release each of the ConnectM Parties, their affiliates, directors, officers, agents, servants, personnel and representatives, from all known and unknown charges, complaints, actions, suits, claims, causes of action, sums of money, damages, judgments, executions and demands, in law and/or in equity, which any of them had or now have, actual or claimed, for, upon or by reason of any matter, cause or thing from the beginning of the world through and including the date of full payment of the Settlement Balance Payment.

IN WITNESS WHEREOF, the Parties have signed under seal as of the date first set forth above.

IN WITNESS WHEREOF, the Parties have signed under seal as of the date first set forth above.