Bala Padmakumar - 12 Jul 2024 Form 4 Insider Report for Monterey Capital Acquisition Corp (CNTM)

Footnote F1

Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 31, 2022 and as it may be amended from time to time, by and among Monterey Capital Acquisition Corporation (now known as ConnectM Technology Solutions, Inc. and referred to herein as the "Issuer"), ConnectM Operations, Inc. (formerly known as ConnectM Technology Solutions, Inc.), and Chronos Merger Sub, Inc., a wholly-owned subsidiary of the Issuer (such transactions, the "Business Combination"), shares of the Issuer's Class B common stock held by the Reporting Person automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis and without any additional consideration. The Class B common stock had no expiration date and no exercise price.

Footnote F2

These shares are held by Monterrey Acquisition Sponsor, LLC (the "Sponsor"), of which the Reporting Person serves as the managing member. As such, the Reporting Person may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Footnote F3

Pursuant to the Issuer's Second Amended and Restated Certificate of Incorporation, filed in connection with the consummation of the Business Combination, the Issuer completed a reclassification whereby each share of the Issuer's Class A common stock was reclassified on a one-for-one basis, and without any additional consideration, into a share of the Issuer's common stock, par value $0.0001 per share.

Footnote F4

These warrants were purchased on May 10, 2022 pursuant to the private placement warrant agreement, dated May 10, 2022, by the Issuer and the Sponsor, upon consummation of the Issuer's initial public offering and became exercisable on July 12, 2024 upon completion of the Business Combination.

Footnote F5

These warrants will expire on July 12, 2029, which is the five year anniversary of the Business Combination, or earlier upon redemption.

Footnote F6

These warrants were issued upon completion of the Business Combination in accordance with the Sponsor's election to convert $750,000 of the outstanding principal amount under convertible promissory notes previously issued to the Sponsor.