Item 1.01 Entry into a Material Definitive Agreement.
Convertible Promissory Notes
Between the dates of November 26, 2024 and December 15, 2025, ConnectM Technology Solutions, Inc. (the "Company," "our," and "ConnectM") entered into a series of Convertible Promissory Notes (each, a "Note" and collectively, the "Notes") with multiple investors (each being a "Purchaser" or collectively "Purchasers"). The terms of the Notes were identical, except with respect to maturity dates, conversion price, the Purchaser name, date of issuance, and the principal amount invested, and the maturity dates.
The following Purchasers' Notes had maturity dates between 30 - 40 days after issuance. The conversion prices were between $1.00 - $1.10 per share. The Purchaser name, date of issuance, and principal amount invested for each of the Notes are as follows:
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GreenPicks Partners LLC on November 26, 2024 with $200,000 principal invested;
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Win-Light Global Co. Ltd. on December 3, 2024 with $400,000 principal invested;
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Arumilli LLC on March 17, 2025 with $250,000 principal invested; and
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Win-Light Global Co. Ltd. on March 17, 2025 with $250,000 principal invested.
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The following Purchasers' Notes had maturity dates of 180 days after issuance. The conversion price was $1.10 per share. The Purchaser name, date of issuance, and principal amount invested for each of the Notes are as follows:
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Ryan Fant on January 20, 2025 with $250,000 principal invested;
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John C. Gillian on January 22, 2025 with $50,000 principal invested;
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Christopher J. Joyce on January 23, 2025 with $100,000 principal invested;
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Patrick J. McCarthy on January 25, 2025 with $150,000 principal invested;
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Iffat Hussain on January 26, 2025 with $50,000 principal invested;
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Corey T. Lee on January 29, 2025 with $1,000,000 principal invested;
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Zachary Espelund on February 4, 2025 with $150,000 principal invested; and
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Kedar Muley on February 11, 2025 with $50,000 principal invested.;
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The following Purchasers' Notes had maturity dates of 210 days after issuance. The conversion price was the lower of (a) $0.25 or (b) principal and interest divided by 90% of the lowest daily volume weighted average price ("VWAP") of the common stock during the 3 trading day period prior to the measurement date. Purchaser name, date of issuance, and principal amount invested for each of the Notes are as follows:
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Sameer Desai on May 26, 2025 with $156,000 invested*;
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Umesh Goradia on June 9, 2025 with $500,000 principal invested;
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Umesh Goradia on July 11, 2025 with $500,000 principal invested;
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Ashish Kulkarni on August 6, 2025 with $200,000 principal invested;
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Ashish Kulkarni on August 17, 2025 with $200,000 principal invested;
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Mahesh Kumar Navani Revocable Trust on August 29, 2025 with $500,000 invested
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Adv Health Technologies Ltd. on September 10, 2025 with $500,000 invested;
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Ashish Kulkarni on October 8, 2025 with $250,000 principal invested.
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Adv Health Technologies Ltd on November 25, 2025 with $500,000 invested;
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Umesh Goradia on December 2, 2025 with $250,000 invested;
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Mahesh Kumar Navani Revocable Trust on December 8, 2025 with $1,000,000 invested;
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Umesh Goradia on December 8, 2025 with $250,000 invested; and
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Vivek Bijoriya on December 8, 2025 with $50,000 invested.
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* Mr. Desai's note was convertible solely at a price equal to 90% of the lowest daily VWAP of the Company's common stock during the 3 trading days prior to the applicable measurement date and did not include the $0.25 per share conversion price floor applicable to the other notes.