Exhibit 10.1


 


Date: December 31, 2022


 


ConnectM Technology Solutions, Inc.


2 Mount Royal Avenue, Suite 550


Marlborough, MA 01752


Attention: Bhaskar Panigrahi, CEO


 


Monterey Capital Acquisition Corporation


419 Webster Street


Monterey, CA 93940


Attention: Bala Padmakumar, CEO


 


Re: Sponsor Support Agreement


 


Ladies and Gentlemen:


 


This letter
(this “Support Agreement”) is being delivered by Monterrey Acquisition Sponsor, LLC, a Delaware limited liability
company (the “Sponsor”) and certain other holders of Parent Class B Common
Stock identified on the signature page hereto (the “Class B Stockholders”), to Monterey Capital Acquisition
Corporation, a Delaware corporation (“Parent”) and ConnectM Technology Solutions, Inc., a Delaware corporation
(the “Company”), in accordance with that certain Agreement and Plan of Merger (the
 “Merger Agreement”), dated as of the date hereof, by and among Parent, the Company, and Chronos Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). The Sponsor, Parent, and the
Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. As used herein, the
term “Section” shall, unless otherwise specified, refer to the specified Section of this Support Agreement. 


 


The Sponsor and the Class B Stockholders are
currently the record owners and Beneficial Owners of an aggregate of 1,700,000 shares (the “Sponsor Shares”) of Parent
Class B Common Stock to be converted into the right to receive that number of shares of Parent Class A Common Stock by virtue of the
Merger.


 


In order to induce the Company to enter into
the Merger Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Sponsor and the Class B Stockholders hereby agree with Parent as follows:


 


		1.	Voting
                                            Agreements. For so long as this Support Agreement is in effect, the Sponsor and the Class
                                            B Stockholders, in their capacity as stockholders of Parent, covenant and agree that, at
                                            any meeting of Parent’s stockholders related to the transactions contemplated by the
                                            Merger Agreement (the “Transactions”), whether annual or special and whether
                                            or not an adjourned or postponed meeting, and however called, and in connection with any
                                            action by written consent of Parent’s stockholders related to the Transactions (all
                                            such meetings or consents collectively referred to herein as the “Meeting”),
                                            the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 7.2
                                            (Parent Stockholder Meeting) of the Merger Agreement:



 


		a.	when
                                            the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Shares to be counted
                                            as present thereat for the purpose of establishing a quorum;



 


		b.	vote
                                            (or execute and return an action by written consent), or cause to be voted at the Meeting
                                            (or validly execute and return and cause such consent to be granted with respect to), all
                                            of the Sponsor Shares in favor of each of the proposals relating to the Transactions and
                                            any other matters necessary or reasonably requested by Parent for consummation of the Merger
                                            and the Transactions; and



 






    


    


    

 


		c.	vote (or execute and return an action
                                            by written consent), or cause to be voted at the Meeting (or validly execute and return and
                                            cause such consent to be granted with respect to), all of the Sponsor Shares against any
                                            action that would reasonably be expected to (x) impede, interfere with, delay, postpone or
                                            adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant,
                                            representation or warranty or other obligation or agreement of Parent or Merger Sub under
                                            the Merger Agreement, or (z) result in a breach of any covenant, representation or warranty
                                            or other obligation or agreement of the Sponsor contained in this Support Agreement; and



 


		d.	not commit or agree to take any action inconsistent with the foregoing.



 


		2.	Stop Transfers;
                                            Certificates. The Sponsor and the Class B Stockholders agree that, except for Transfers
                                            of Sponsor Shares permitted by this Support Agreement, they shall not request that Parent
                                            register the Transfer (book entry or otherwise) of any Sponsor Shares.



 


		3.	Registration Rights Agreement. At the
                                            Closing, the Sponsor and Holders (as defined therein) shall deliver to the Company a duly
                                            executed copy of the Registration Rights Agreement in substantially the form attached as
                                            Exhibit I to the Merger Agreement. In the event less than all of the holders of Parent Class
                                            B Common Stock enter into the Registration Rights Agreement such that the Registration Rights
                                            Agreement shall not be effective, the Sponsor and the Class B Stockholders agree to waive
                                            their rights under the cutback provisions of the Original RRA (as defined in the Registration
                                            Rights Agreement) in Sections 2.1.4 and 2.2.2 thereof to the extent application of such provisions
                                            would result in the Sponsor and Class B Stockholders being treated more favorably with respect
                                            to any registration statement than any stockholders of the Company (as of immediately prior
                                            to the Effective Time) having a right to include Parent securities in such registration statement.



 


		4.	Remedies.
                                            The Sponsor and the Class B Stockholders hereby agree and acknowledge that (a) Parent and
                                            the Company would be irreparably injured in the event of a breach by the Sponsor or any of
                                            the Stockholders of their respective obligations under this Support Agreement, (b) monetary
                                            damages would not be an adequate remedy for such breach, and (c) the non-breaching party
                                            shall be entitled to injunctive relief, in addition to any other remedy that such Party may
                                            have in law or in equity, in the event of such breach or threatened breach, without the need
                                            to post a bond or other collateral security.



 


		5.	Transfer Restrictions. In addition to
                                            and without limiting the Sponsor Lock-Up Agreement, the Sponsor and each Class B Stockholder
                                            agrees that it shall not sell, assign or otherwise Transfer any Sponsor Shares; provided,
                                            however, that the foregoing shall not
                                            apply to any Transfer to any members or partners of the Sponsor or
                                            its Affiliates, any Affiliates of the Sponsor,
                                            or any employees of such affiliates; provided,
                                            that any transferee of any such Transfer must enter into a written agreement agreeing to
                                            be bound by this Support Agreement prior to the occurrence of such Transfer.



 


		6.	Anti-Dilution Waiver: Notwithstanding
                                            anything to the contrary in any other agreement or contract to which a Sponsor is bound,
                                            the Sponsor (for itself and for its successors, heirs and assigns) and the Class B Stockholders,
                                            collectively holding at least a majority of the Parent Class B Common Stock, hereby (but
                                            subject to the consummation of the Merger) irrevocably and unconditionally waive, to the
                                            fullest extent permitted by applicable Laws and Parent’s Governing Documents (including
                                            Section 4.3(b) of the Amended and Restated Certificate of Incorporation of Parent), and agree
                                            not to exercise, assert or perfect, any rights to adjustment or other anti-dilution protections
                                            with respect to the rate at which shares of Parent Class B Common Stock convert into shares
                                            of Parent Class A Common Stock in connection with the Transactions.



 


		7.	Additional Shares. During the period
                                            commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time;
                                            and (b) the termination of the Merger Agreement in
                                            accordance with its terms, in the event that, (i) any shares of Parent Common Stock, Parent
                                            Public Warrant or other equity securities of Parent (such Parent Common Stock, Parent Warrants
                                            or other equity securities of Parent, collectively the “New Securities”) are
                                            issued to the Sponsor or a Class B Stockholder pursuant to any stock split, stock dividend,
                                            combination or reclassification, or through merger, consolidation, reorganization, recapitalization
                                            or business combination, or by any other means, (ii) the Sponsor or a Class B Stockholder
                                            purchases or otherwise acquires Beneficial Ownership of New Securities, or (iii) the Sponsor
                                            or a Class B Stockholders acquires the right to vote or share in the voting of any New Securities,
                                            then such New Securities acquired or purchased by the Sponsor or the Class B Stockholder,
                                            as applicable, shall be subject to the terms of Sections 1, 2 and 4
                                            to the same extent as if they constituted Sponsor Shares as of the date hereof.



 






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		8.	Entire
                                            Agreement; Amendment. This Support Agreement, the Merger Agreement and the other agreements
                                            referenced herein constitute the entire agreement and understanding of the Parties hereto
                                            in respect of the subject matter hereof and supersede all prior understandings, agreements
                                            or representations by or among the Parties hereto, written or oral, to the extent they relate
                                            in any way to the subject matter hereof or the transactions contemplated hereby. This Support
                                            Agreement may not be changed, amended, modified or waived (other than to correct a typographical
                                            error) as to any particular provision, except by a written instrument executed by all Parties
                                            hereto.



 


		9.	Assignment.
                                            No Party hereto may, except as set forth herein, assign either this Support Agreement or
                                            any of its rights, interests, or obligations hereunder without the prior written consent
                                            of the other Parties. Any purported assignment in violation of this paragraph shall be void
                                            and ineffectual and shall not operate to transfer or assign any interest or title to the
                                            purported assignee. This Support Agreement shall be binding on the Sponsor and its successors,
                                            heirs, personal representatives and assigns and permitted transferees.



 


		10.	Incorporation
                                            by Reference. Article X (No Survival) and Sections 11.2 (Counterparts),
                                            11.3 (Governing Law), 11.4 (Forum; Waiver of Jury Trial), 11.6
                                            (Notice), 11.11 (Severability) and 11.12 (Interpretation and Construction),
                                            of the Merger Agreement are incorporated herein by reference and shall apply to this Agreement,
                                            mutatis mutandis.



 


		11.	Termination.
                                            This Support Agreement shall automatically terminate,
                                            without any notice or other action by any Party, upon the earlier of (a) the Effective Time;
                                            and (b) the termination of the Merger Agreement prior to the Effective Time in accordance
                                            with its terms.  Upon termination of this Support Agreement as provided in the immediately
                                            preceding sentence, none of the Parties shall have any further obligations or liability under,
                                            or with respect to, this Support Agreement.  Notwithstanding the foregoing or anything
                                            to the contrary in this Support Agreement, the termination of this Support Agreement pursuant
                                            to Section 13(b) shall not affect any
                                            liability on the part of any Party for a Willful Breach of any covenant or agreement set
                                            forth in this Support Agreement prior to such termination or fraud. 



 


		12.	Sponsor
                                            Representations: The Sponsor and each of the Class B Stockholders, jointly and severally,
                                            represents and warrants to Parent, as of the date hereof and as of the Closing Date, that:



 


		a.	it has
                                            full right and power, without violating any agreement to which it is bound, to enter into
                                            this Support Agreement;



 


		b.	in the
                                            case of the Sponsor, it is duly organized, validly existing and in good standing under the
                                            Laws of the jurisdiction in which it is organized, and the execution, delivery and performance
                                            of this Support Agreement and the consummation of the transactions contemplated hereby are
                                            within the Sponsor’s limited liability company powers and have been duly authorized
                                            by all necessary limited liability company actions on the part of the Sponsor;



 


		c.	this
                                            Support Agreement has been duly executed and delivered by the Sponsor or the Class B Stockholder,
                                            as applicable, and, assuming due authorization, execution and delivery by the other Parties
                                            to this Support Agreement, this Support Agreement constitutes a legally valid and binding
                                            obligation of the Sponsor or the Class B Stockholder, as applicable, enforceable against
                                            the Sponsor in accordance with the terms hereof (except for the Bankruptcy and Equity Exception);



 


		d.	the
                                            execution and delivery of this Support Agreement by the Sponsor and the Class B Stockholders
                                            does not, and the performance by the Sponsor and the Class B Stockholders of their obligations
                                            hereunder will not, (i) conflict with or result in a violation of the organizational documents
                                            of the Sponsor, (ii) require any consent or approval from any third party that has not been
                                            given or other action that has not been taken by any third party, in each case, to the extent
                                            such consent, approval or other action would prevent, enjoin or materially delay the performance
                                            by the Sponsor or the Class B Stockholders of its obligations under this Support Agreement
                                            or (iii) violate any Law applicable to the Sponsor or the Class B Stockholders;



 






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		e.	the Sponsor and the Class B Stockholders
                                            have not entered into, and shall not enter into, any agreement that would prevent the Sponsor
                                            and the Class B Stockholders from performing any of its, his or her obligations hereunder;



 


		f.	there are no Proceedings pending against
                                            the Sponsor or the Class B Stockholders or, to the knowledge of the Sponsor or the Class
                                            B Stockholders, threatened against the Sponsor or the Class B Stockholders, before any arbitrator
                                            or any Governmental Entity, which in any manner challenges or seeks to prevent, or enjoin
                                            the performance by the Sponsor or the Class B Stockholders of its, his or her obligations
                                            under this Support Agreement;



 


		g.	the
                                            Sponsor and the Class B Stockholders have good title to the Sponsor Shares, free and clear
                                            of any Liens, and the Sponsor and the Class B Stockholders have the sole power to vote or
                                            cause to be voted such Sponsor Shares; and



 


		h.	the
                                            Sponsor Shares identified in Paragraph 2 of this Support Agreement are the only voting securities
                                            of the Parent Beneficially Owned by the Sponsor and the Class B Stockholders as of the date
                                            hereof, and none of such Sponsor Shares are subject to any proxy, voting trust or other agreement
                                            or arrangement with respect to the voting of such Sponsor Shares that is inconsistent with
                                            the Sponsor’s and the Class B Stockholders’ obligations pursuant to this Support
                                            Agreement.



 


		13.	Adjustment
                                            for Stock Split. If, and as often as, there are any changes in the Parent Common Stock
                                            or the Sponsor Shares by way of stock split, stock dividend, combination or reclassification,
                                            or through merger, consolidation, reorganization, recapitalization or business combination,
                                            or by any other means, equitable adjustment shall be made to the provisions of this Support
                                            Agreement as may be required so that the rights, privileges, duties and obligations hereunder
                                            shall continue with respect to the Sponsor, the Class B Stockholders, the Parent, and the
                                            Sponsor Shares as so changed.



 


		14.	No Recourse. 
                                            Each Party agrees that (a) this Support Agreement may only be enforced against, and any action
                                            for breach of this Support Agreement may only be made against, the Parties and any transferee
                                            of Sponsor Shares (any such transferee, a “Sponsor Transferee”), and no
                                            claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or
                                            relating to this Support Agreement, the negotiation hereof or its subject matter, or the
                                            transactions contemplated hereby shall be asserted against any non-party Affiliate of the
                                            Sponsor or of any Sponsor Transferee, and (b) none of the Sponsor’s non-party Affiliates
                                            (unless such Affiliate is a Sponsor Transferee) shall have any liability arising out of or
                                            relating to this Support Agreement, the negotiation hereof or its subject matter, or the
                                            transactions contemplated hereby, including with respect to any claim (whether in tort, contract
                                            or otherwise) for breach of this Support Agreement or in respect of any written or oral representations
                                            made or alleged to be made in connection herewith, as expressly provided herein, or for any
                                            actual or alleged inaccuracies, misstatements or omissions with respect to any information
                                            or materials of any kind furnished in connection with this Support Agreement, the negotiation
                                            hereof or the transactions contemplated hereby.



 


		15.	No Third
                                            Party Beneficiaries.  This Support Agreement
                                            shall be for the sole benefit of the Parties and their respective successors and permitted
                                            assigns and is not intended, nor shall be construed, to give any Person, other than the Parties
                                            and their respective successors and assigns, any legal or equitable right, benefit or remedy
                                            of any nature whatsoever in connection with the matters governed by this Support Agreement. 
                                            Nothing in this Support Agreement, expressed or implied, is intended to or shall constitute
                                            the Parties, partners or participants in a joint venture.



 


		16.	Further Actions. Each of the Parties
                                            hereto agrees to execute and deliver hereafter any further document, agreement or instrument
                                            of assignment, transfer or conveyance as may be necessary or desirable to effectuate the
                                            purposes hereof and as may be reasonably requested in writing by another Party hereto.



 


		17.	Definitions. As used herein, (i) “Beneficially
                                            Own” shall have the meaning ascribed to it in Section 13(d) of the Exchange Act,
                                            (ii) “Transfer shall mean the (a) sale of, offer to sell, contract or agreement
                                            to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or
                                            agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
                                            position or liquidation with respect to or decrease of a call equivalent position within
                                            the meaning of Section 16 of the Exchange Act, and the rules and regulations promulgated
                                            thereunder with respect to, any security, (b) entry into any swap or other arrangement that
                                            transfers to another, in whole or in part, any of the economic consequences of ownership
                                            of any security, whether any such transaction is to be settled by delivery of such securities,
                                            in cash or otherwise, or (c) public announcement of any intention to effect any transaction
                                            specified in clause (a) or (b), other than a Registration Statement filed pursuant to the
                                            Merger Agreement.



 


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If the above correctly reflects our understanding
and agreement with respect to the foregoing matters, please so confirm by signing in the space below and returning this letter agreement
to us.


 


Sincerely,


 


SPONSOR:


 


MONTERREY ACQUISITION SPONSOR, LLC 


 


	By:	/s/ Bala Padmakumar	 
		Name:     Bala Padmakumar	 
		Title:       Chief Executive Officer	 




 


Notice Address:


 


419 Webster Street


Monterey, CA 93940


Attention: Bala Padmakumar


E-mail:      bala@padmakumar.com


 


CLASS B STOCKHOLDERS:


 


	/s/ Leela Gray	 
	Leela Gray	


 


Notice Address:


7710 Woodmont Ave, #911


Bethesda, MD 20814


Email: leelagray@gmail.com


 


	/s/ Kathy Cuocolo	 
	Kathy Cuocolo	


 


Notice Address:


243 Caterina Heights


Concord, MA 01742


Email: kathy.cuocolo@gmail.com


 


	/s/ Stephen Markscheid	 
	Stephen Markscheid	




 


Notice Address:


419 Washington Avenue


Willmette, IL 60091


Email: smarkscheid@gmail.com


 


Signature Page to


Sponsor Support Agreement


 






    


    


    

 


Accepted and Agreed:


 


CONNECTM TECHNOLOGY SOLUTIONS, INC.


 


	By:	/s/ Bhaskar Panigrahi	 
		Name:     Bhaskar Panigrahi	 
		Title:       Chief Executive Officer	 




 


MONTEREY CAPITAL ACQUISITION CORPORATION


 


	By:	/s/ Bala Padmakumar	 
		Name:    Bala Padmakumar	 
		Title:      Chief Executive Officer	 




 


 


Signature Page to


Sponsor Support Agreement