Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

GS Capital Partners Securities Purchase Agreement

On January 7, 2026, ConnectM Technology Solutions, Inc. (the "Company") entered into a Securities Purchase Agreement with GS Capital Partners, LLC ("GS Capital"), pursuant to which the Company agreed to sell, and GS Capital agreed to purchase, a series of convertible notes of the Company in the aggregate face amount of up to $1,250,000. The GS Capital Securities Purchase Agreement contains customary representations, warranties and covenants.

Convertible Note Issued to GS Capital

In connection with the GS Capital Securities Purchase Agreement, on January 7, 2026, the Company issued an initial senior convertible promissory note to GS Capital (the "GS Capital Note") in the principal amount of $228,000, which includes an original issue discount of $20,000, resulting in a purchase price of $208,000. As additional consideration for the issuance of the GS Capital Note, the Company issued to GS Capital 150,000 shares of the Company's common stock as commitment shares.

The GS Capital Note bears a one-time interest charge at a rate of 14% of the principal amount, which interest was earned in full at issuance and added to the principal balance. The GS Capital Note matures on January 7, 2027. A lump sum interest payment for 12 months was immediately due on January 7, 2026 and was added to the principal balance of the Initial Note, payable on the Maturity Date or upon acceleration or by prepayment or otherwise. The Company is required to make six installment payments of principal, each in the amount of $43,320, beginning on the 180th day following the issuance date and continuing every 30 days thereafter for six months, with any remaining principal and interest due on the maturity date.

The GS Capital Note may be prepaid without penalty. Any unpaid principal or interest bears default interest at the lesser of 24% per annum or the maximum rate permitted by law.

The GS Capital Note is convertible into shares of the Company's common stock at the option of the holder following the occurrence of an event of default, subject to a 4.99% beneficial ownership limitation. The conversion price is initially $0.40 per share. Upon an uncured event of default, GS Capital may elect to convert at a price equal to 75% of the lowest trading price of the Company's common stock during the 10 trading days immediately preceding the delivery of a notice of conversion, subject to adjustment as provided in the GS Capital Note.

Labrys Fund Securities Purchase Agreement

On January 20, 2026, the Company entered into a Securities Purchase Agreement with Labrys Fund II, L.P. ("Labrys Fund"), pursuant to which the Company issued a senior unsecured convertible promissory note to Labrys Fund (the "Labrys Note") and issued 75,000 shares of the Company's common stock as commitment shares. Labrys Fund paid a purchase price of $206,500 for the Labrys Note, subject to certain withholdings for fees and expenses.

Convertible Note Issued to Labrys Fund

In connection with the Labrys Securities Purchase Agreement, the Company issued the Labrys Note in the principal amount of $227,150, which includes an original issue discount of $20,650. The Labrys Note bears a one-time interest charge at a rate of 10% on the full principal amount, equal to $22,715, which interest is guaranteed and earned in full as of the issuance date. The Labrys Note matures 12 months from the issuance date. Any unpaid principal or interest under the Labrys Note bears default interest at the lesser of 22% per annum or the maximum rate permitted by law.