8-K

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2026

ConnectMTechnology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41389	87-2898342
(State or other jurisdiction <br><br>of incorporation)	(Commission <br><br>File Number)	(IRS Employer <br><br>Identification No.)
2 MountRoyal Avenue**, Suite 550** Marlborough ,Massachusetts	01752
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(Address<br>of principal executive offices)	(Zip Code)

Registrant’s

telephone number, including area code: (617) 395-1333

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title<br>of each class	Trading<br><br><br>Symbol(s)	Name<br>of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

Exchange Agreement

On March 10, 2026, ConnectM Technology Solutions, Inc. (the “Company”) entered into an Exchange Agreement with Harry Kahn Associates, Inc., a New York corporation (“HKA”); William F. Mumma Jr. and Phillip V. Perry, pursuant to which the Company shall acquire from Mr. Mumma and Mr. Perry (each a “Seller” and collectively, the “Sellers”) all of the issued and outstanding shares of stock of HKA, in exchange for the issuance to each Seller of 200,000 shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”).

Registration Rights Agreement

In connection with the Exchange Agreement, the Company and each of the Sellers entered into a Piggyback Registration Rights Agreement (each, a “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company granted the Sellers certain piggyback registration rights with respect to up to 200,000 shares of the Company’s Common Stock held by the Seller. Under the Registration Rights Agreement, if the Company proposes to file a registration statement under the Securities Act of 1933, as amended, covering shares of its Common Stock (other than registrations related to employee benefit plans, dividend reinvestment plans, or certain business combination transactions), the Company is required to provide written notice to the Seller and offer the Seller the opportunity to include all or a portion of their securities in such registration, subject to customary terms and conditions.

Promissory Note

Further in connection with the Exchange Agreement, the Company agreed to provide HKA a loan in an amount as to be agreed by the parties, which is based on HKA’s operating capital deficit (the “Working Capital Loan”), the proceeds of which shall be utilized by HKA following the closing of the Exchange Agreement to repay the loans made to HKA from the officers of HKA, which Working Capital Loan is evidenced by a promissory note (the “Note”). The Note was in the principal amount of $203,072 with interest on the outstanding principal amount at the rate of 8% per annum, simple interest. The maturity date is on March 10, 2027, being the first annual anniversary of the date the note was issued. The Company may prepay all or any portion of the Note at any time without penalty. In the event that any amount due under the Note is not paid as and when due, such amounts shall accrue interest at a rate of 15% per year, simple interest, non-compounding, until paid.

The foregoing descriptions of the Exchange Agreement, Registration Rights Agreement, and Note do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and Note filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct FinancialObligation or an Obligation under an Off-Balance Sheet Arrangement.

The information contained in Item 1.01 hereof regarding the Note is incorporated herein by reference.

Item 3.02. Unregistered Sales of EquitySecurities.

In connection with the transactions described above, the Company issued an aggregate of 400,000 shares of its Common Stock, consisting of 200,000 shares issued to each of Mr. Mumma and Mr. Perry.

The securities described above were issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 7.01. Regulation FD Disclosure.

On March 18, 2026, the Company announced by press release that, announced that it has acquired HKA, an 80-year-old defense contractor specializing in mission-critical technical data systems and lifecycle support for U.S. military platforms. Founded in 1943, HKA provides logistics data systems, technical manuals, and training content used by the U.S. Department of Defense, U.S. Coast Guard, and major defense OEMs to design, field, and maintain military equipment deployed worldwide. These capabilities generate structured operational datasets that underpin the lifecycle management of complex military platforms.

The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Exchange Agreement by and between ConnectM Technology Solutions, Inc., Harry Kahn Associates, Inc., William F. Mumma Jr. and<br> Phillip V. Perry, dated March 10, 2026.
10.2	Form of Registration Rights Agreement, dated March 10, 2026.
10.3	Promissory Note, dated March 10, 2026  issued by ConnectM Technology Solutions, Inc. to Harry Kahn Associates, Inc.
99.1	Press release issued by the registrant on March 18, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 18, 2026

ConnectM Technology Solutions, Inc.
By:	/s/ Bhaskar Panigrahi
Name:	Bhaskar Panigrahi
Title:	Chief Executive Officer

Exhibit 10.1

ExchangeAgreement

by andamong

ConnectMTechnology Solutions, Inc.;

HarryKahn Associates, Inc. ;

WilliamF. Mumma Jr.

and

PhillipV. Perry

Table of Contents

Article I.	Definitions and Interpretation		1
Section 1.01		Defined Terms	1
Section 1.02		Interpretation	4
Article II.	The Transactions		5
Section 2.01		Exchange	5
Section 2.02		Additional Agreements	5
Section 2.03		Closing	6
Section 2.04		Closing Deliverables	6
Article III.	Representations and Warranties of the HKA Parties		8
Section 3.01		Organization and Qualification	8
Section 3.02		Organizational Documents	8
Section 3.03		Authorization of Agreement; Etc.	8
Section 3.04		No Conflict	8
Section 3.05		Equity Interests	8
Section 3.06		Liabilities	9
Section 3.07		Litigation and Proceedings	10
Section 3.08		General Compliance	10
Section 3.09		Compliance with Laws; Permits	10
Section 3.10		Contracts	10
Section 3.11		Bank Accounts; Power of Attorney	11
Section 3.12		Disclosure	11
Section 3.13		Intellectual Property	11
Section 3.14		Condition and Sufficiency of Assets	12
Section 3.15		Accounts Receivable	12
Section 3.16		Title	12
Section 3.17		Insurance	13
Section 3.18		Taxes	13
Section 3.19		Transactions with Affiliates	14
Section 3.20		Foreign Corrupt Practices	14
Section 3.21		Money Laundering	15
Section 3.22		Illegal or Unauthorized Payments; Political Contributions	15
Section 3.23		Environmental Laws	15
Section 3.24		Investment Company	15
Section 3.25		No Disqualification Events	15
Section 3.26		No Brokers	15
Section 3.27		Disclosure	15
Section 3.28		Investor Representations	16
Article IV.	Representations and Warranties of ConnectM		17
Section 4.01		Organization	17
Section 4.02		Power and Authority	17
Section 4.03		Authorization of Agreement; Etc.	17

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Section 4.04		No Conflict	17
Section 4.05		Approval of Agreement and of Issuance of Shares	17
Section 4.06		No Brokers	17
Section 4.07		Disclosure	17
Article V.	Covenants and Additional Agreements of the Parties		18
Section 5.01		Confidentiality	18
Section 5.02		Consents of Third Parties	22
Section 5.03		Notices of Certain Events	22
Section 5.04		Further Assurances	22
Article VI.	Survival; Indemnification		23
Section 6.01		Survival	23
Section 6.02		Indemnification by the Shareholders	23
Section 6.03		Indemnification by ConnectM	23
Section 6.04		Indemnification Procedures	24
Section 6.05		Payments	25
Section 6.06		Certain Limitations	25
Section 6.07		Tax Treatment of Indemnification Payments	26
Section 6.08		Effect of Investigation	26
Section 6.09		Exclusive Remedy	26
Article VII.	Miscellaneous		27
Section 7.01		Notices	27
Section 7.02		Governing Law	27
Section 7.03		Jurisdiction	28
Section 7.04		Waiver of Jury Trial	28
Section 7.05		Specific Performance	28
Section 7.06		Limitation on Damages	28
Section 7.07		Attorneys’ Fees	29
Section 7.08		Public Announcements and Filings	29
Section 7.09		Third-Party Beneficiaries	29
Section 7.10		Expenses	29
Section 7.11		Entire Agreement	29
Section 7.12		Construction	29
Section 7.13		Amendment or Waiver	29
Section 7.14		Commercially Reasonable Efforts	30
Section 7.15		Successors and Assigns	30
Section 7.16		Counterparts	30

Exhibits

Exhibit A	Form of Piggyback Registration Rights Agreement
Exhibit B	Promissory Note
Exhibit C-1	Muma Stock Power
Exhibit C-2	Perry Stock Power

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ExchangeAgreement

Dated as of March 10, 2026

This Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”), by and among (i) ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”); (ii) Harry Kahn Associates, Inc., a New York corporation (“HKA”); (iii) William F. Mumma Jr. (“Mr. Mumma”); and (iv)  Phillip V. Perry (“Mr. Perry”). HKA, Mr. Mumma and Mr. Perry may be referred to herein collectively as the “HKA Parties” and each individually as a “HKA Party”. Each of ConnectM and the HKA Parties may be referred to herein collectively as the “Parties” and each individually as a “Party.”

Recitals:

WHEREAS, Mr. Mumma and Mr. Perry (each, a “Shareholder” and collectively, the “Shareholders”) are the sole shareholders of HKA, holding all of the issued and outstanding shares of stock, no stated par value per share, of HKA (the “HKA Shares”), representing 100% of the issued and outstanding equity securities of HKA, and the Shareholders desire to sell to ConnectM, and ConnectM desires to acquire from the Shareholders, all of such HKA Shares;

WHEREAS the transactions as set forth above, and in this Agreement overall, are referred to collectively, as the “Transactions”) and this Agreement is being entered into for the purpose of setting forth the terms and conditions of the Transactions;

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived here from, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Article I.         Definitionsand Interpretation

Section 1.01         Defined Terms. In addition to the other terms defined herein, for purposes of this Agreement, the following terms shall have the following meanings:

(a)	“Action” means any<br> claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation,<br> proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil,<br> criminal, administrative, regulatory or otherwise, whether at law or in equity.
(b)	“Affiliate” of a Person<br> means any other Person that directly or indirectly, through one or more intermediaries, controls,<br> is controlled by, or is under common control with, such Person, and the term “control”<br> (including the terms “controlled by” and “under common control with”)<br> means the possession, directly or indirectly, of the power to direct or cause the direction<br> of the management and policies of a Person, whether through the ownership of voting securities,<br> by Contract or otherwise.
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(c)	“Board of ConnectM” means<br> the Board of Directors of Connect M.
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(d)	“Business Day” shall mean<br> any day on which commercial banks are open for business in Delaware.
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(e)	“Common Stock” means the<br> common stock, par value $0.0001 per share, of ConnectM.
(f)	“Contracts” means all<br> contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings,<br> indentures, joint ventures and all other agreements, commitments and legally binding arrangements,<br> whether written or oral.
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(g)	“Derivatives” means any<br> options, warrants, convertible securities or other rights, agreements, arrangements or commitments<br> of any character relating to the Equity Securities of HKA or obligating HKA to issue or sell<br> any of its Equity Securities.
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(h)	“Encumbrance” means<br> any charge, claim, community property interest, pledge, condition, equitable interest, lien<br> (statutory or other), option, security interest, mortgage, easement, encroachment, right<br> of way, right of first refusal, or restriction of any kind, including any restriction on<br> use, voting, transfer, receipt of income or exercise of any other attribute of ownership<br> in the amount of $1,000 or more.
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(i)	“Enforceability Exceptions”<br> means (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent<br> conveyance and other similar Laws of general application affecting enforcement of creditors’<br> rights generally and (b) general principles of equity.
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(j)	“Equity Security” means,<br> in respect of any Person, (a) any capital stock or similar security, (b) any security<br> convertible into or exchangeable for any security described in clause (a), (c) any option,<br> warrant, or other right to purchase or otherwise acquire any security described in clauses<br> (a), (b), or (c), and, (d) any “equity security” within the meaning of the<br> Exchange Act.
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(k)	“Exchange Act” means the<br> Securities Exchange Act of 1934, as amended.
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(l)	“Governmental Authority” means<br> any federal, state, local or foreign government or political subdivision thereof, or any<br> agency or instrumentality of such government or political subdivision, or any self-regulated<br> organization or other non-governmental regulatory authority or quasi-governmental authority<br> (to the extent that the rules, regulations or orders of such organization or authority have<br> the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
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(m)	“Intellectual Property”<br> means all of the following and similar intangible property and related proprietary rights,<br> interests and protections, however arising, pursuant to the Laws of any jurisdiction throughout<br> the world: (i) trademarks, service marks, trade names, brand names, logos, trade dress<br> and other proprietary indicia of goods and services, whether registered or unregistered,<br> and all registrations and applications for registration of such trademarks, including intent-to-use<br> applications, all issuances, extensions and renewals of such registrations and applications<br> and the goodwill connected with the use of and symbolized by any of the foregoing; (ii) internet<br> domain names, whether or not trademarks, registered in any top-level domain by any authorized<br> private registrar or Governmental Authority; (iii) original works of authorship in any<br> medium of expression, whether or not published, all copyrights (whether registered or unregistered),<br> all registrations and applications for registration of such copyrights, and all issuances,<br> extensions and renewals of such registrations and applications; (iv) confidential information,<br> formulas, designs, devices, technology, know-how, research and development, inventions, methods,<br> processes, compositions and other trade secrets, whether or not patentable; and (v) patented<br> and patentable designs and inventions, all design, plant and utility patents, letters patent,<br> utility models, pending patent applications and provisional applications and all issuances,<br> divisions, continuations, continuations-in-part, reissues, extensions, reexaminations and<br> renewals of such patents and applications.
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(n)	“Knowledge of HKA” means<br> the knowledge, assuming due inquiry, of Mr. Mumma, Mr. Perry or of any director<br> or executive officer of HKA.
(o)	“Law” means any statute,<br> law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment,<br> decree, other requirement or rule of law of any Governmental Authority.
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(p)	“Losses” means losses,<br> damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines,<br> costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost<br> of enforcing any right to indemnification hereunder and the cost of pursuing any insurance<br> providers; provided, however, that “Losses” shall not include (i) punitive<br> damages, except in the case of fraud or to the extent actually awarded to a Governmental<br> Authority or other third party or (ii) lost profits or consequential damages, in any<br> case.
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(q)	“Material Adverse Effect” means<br> any event, occurrence, fact, condition or change that is, or could reasonably be expected<br> to become, individually or in the aggregate, materially adverse to (a) the business,<br> results of operations, condition (financial or otherwise) or assets of the affected Party,<br> or (b) the ability of the affected Party to consummate the Transactions on a timely<br> basis; provided, however, that “Material Adverse Effect” shall not include any<br> event, occurrence, fact, condition, or change, directly or indirectly, arising out of or<br> attributable to: (i) any changes, conditions or effects in the United States economy<br> or securities or financial markets in general; (ii) changes, conditions or effects that<br> generally affect the industries in which the affected Party operates; (iii) any change,<br> effect or circumstance resulting from an action required or permitted by this Agreement;<br> or (iv) conditions caused by acts of terrorism or war (whether or not declared); provided<br> further, however, that any event, occurrence, fact, condition, or change referred to in clauses<br> (i), (ii) or (iv) immediately above shall be taken into account in determining<br> whether a Material Adverse Effect has occurred to the extent that such event, occurrence,<br> fact, condition, or change has a disproportionate effect on the affected Party compared to<br> other participants in the industries in which the affected Party conducts its business.
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(r)	“Ordinary Course of Business”<br> means an action which is taken in the ordinary course of the normal day-to-day operations<br> of the Person taking such action consistent with the past practices of such Person, is not<br> required to be authorized by the board of directors of such Person (or by any Person or group<br> of Persons exercising similar authority) and is similar in nature and magnitude to actions<br> customarily taken, without any authorization by the board of directors (or by any Person<br> or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day<br> operations of other Persons that are in the same line of business as such Person.
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(s)	“Organizational Documents”,<br> as to any Person, means the Certificate of Incorporation, Articles of Incorporation, Bylaws,<br> Certificate of Formation, Operating Agreement, Shareholders’ Agreement and other similar<br> or constating or operative entity documents of such Person, as applicable.
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(t)	“Permits” means all<br> permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances<br> and similar rights obtained, or required to be obtained, from Governmental Authorities.
(u)	“Person” means an individual,<br> corporation, partnership, joint venture, limited liability company, Governmental Authority,<br> unincorporated organization, trust, association or other entity.
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(v)	“Representative” means,<br> with respect to any Person, any and all directors, officers, employees, consultants, financial<br> advisors, counsel, accountants and other agents of such Person.
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(w)	“Tax Return” means<br> any return, declaration, report, claim for refund, information return or statement or other<br> document relating to Taxes, including any schedule or attachment thereto, and including any<br> amendment thereof.
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(x)	“Taxes” means all federal,<br> state, local, foreign and other income, gross receipts, sales, use, production, ad valorem,<br> transfer, franchise, registration, profits, license, lease, service, service use, withholding,<br> payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation,<br> premium, property (real or personal), real property gains, windfall profits, customs, duties<br> or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest,<br> additions or penalties with respect thereto and any interest in respect of such additions<br> or penalties.
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(y)	“Transaction Documents”<br> means this Agreement, the Registration Rights Agreements, the Note, the Mumma Stock Power,<br> the Perry Stock Power, and any other certificate, agreement or document entered into or delivered<br> in connection with the Transactions as contemplated herein or therein.
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Section 1.02         Interpretation. Unless the express context otherwise requires (i) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; (v) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (vi) references herein to any gender shall include each other gender; (vii) references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (ix) references herein to any Contract or agreement (including this Agreement) mean such Contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

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Article II.         TheTransactions

Section 2.01         Exchange.

(a)	The HKA Parties represent and warrant<br> that Mr. Mumma is the beneficial and record holder of 45 HKA Shares (the “Mumma<br> Shares”), and that Mr. Perry is the beneficial and record holder of 45 HKA Shares<br> (the “Perry Shares”).
(b)	On the terms and subject to the conditions<br> set forth in this Agreement, at the Closing (as defined below), Mr. Mumma shall sell,<br> assign, transfer and deliver to ConnectM, free and clear of all security interests, liens,<br> pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description<br> all of the Mumma Shares, and Mr. Perry shall sell, assign, transfer and deliver to ConnectM,<br> free and clear of all security interests, liens, pledges, encumbrances, charges, restrictions<br> or known claims of any kind, nature, or description all of the Perry Shares. The Mumma Shares<br> and the Perry Shares are referred to collectively as the “Transferred HKA Shares”.
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(c)	In consideration of the acquisition<br> of the Mumma Shares, ConnectM shall issue to Mr. Mumma 200,000 shares of Common Stock<br> (the “Mumma Exchange Shares”).
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(d)	In consideration of the acquisition<br> of the Perry Shares, ConnectM shall issue to Mr. Perry 200,000 shares of Common Stock<br> (the “Perry Exchange Shares”).
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(e)	The Mumma Exchange Shares and the Perry<br> Exchange Shares may be referred to collectively as the “Exchange Shares”. The<br> Exchange Shares issued shall be free of any transfer restrictions, liens, or encumbrances<br> and subject to a valid exemption from registration under the Securities Act.
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(f)	Each Shareholder shall be responsible<br> for the payment of any and all Taxes that may be imposed on such Shareholder pursuant to<br> the Transactions.
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Section 2.02          Additional Agreements.

(a)	At the Closing, ConnectM and each Shareholder<br> shall enter into a Piggyback Registration Rights Agreement, each in the form as attached<br> hereto as Exhibit A (each, a “Registration Rights Agreement”) with respect<br> to the applicable Exchange Shares to be issued to such Shareholder. Notwithstanding the inclusion<br> of the Registration Rights Agreements as a Transaction Document herein, this Agreement and<br> the each Registration Rights Agreement shall be read, interpreted and enforced as independent<br> and separate agreements.
(b)	At the Closing, ConnectM shall provide<br> to HKA a loan in the amount as to be agreed by the Parties, which shall be based on HKA’s<br> operating capital deficit (the “Working Capital Loan”), the proceeds of which<br> shall be utilized by HKA following the Closing to repay the loans made to HKA from the officers<br> of HKA (the “Officer Loans”), which loans are as identified in Section 3.06<br> of the Disclosure Schedules (as defined below), which Working Capital Loan shall be evidenced<br> by the Promissory Note in the form as attached hereto as Exhibit B (the “Note”).
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(c)	The Parties acknowledge and agree that,<br> if HKA attains operational profitability (which shall mean that ConnectM has ceased funding<br> operating deficit and is not providing any other additional working capital) within 90 days<br> of Closing, $200,000 will be paid at that time to the Shareholders. If HKA doesn’t<br> attain operational profitability within 90 days of Closing, $200,000.00 will be paid to the<br> Shareholders, within one year of Closing, in a proportion as to be determined by the Shareholders.
(d)	The Parties acknowledge and agree that<br> the Shareholders are personal guarantors with respect to (i) the Amended and Restated<br> Business Access Line of Credit Note between HKA and M&T Bank, a New York banking corporation<br> (the “M&T LOC”), and (ii) the Line of credit Note between HKA and PNC<br> BANK, NATIONAL ASSOCIATION (the “PNC LOC”). Within 150 days of the Closing Date,<br> either (i) the Parties shall execute and deliver such instruments as required to remove<br> and release the Shareholders as guarantors with respect to the M&T LOC and the PNC LOC;<br> or (ii) ConnectM shall repay the amounts due and payable pursuant to the M&T LOC<br> and the PNC LOC.
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Section 2.03         Closing. The closing of the Transactions as set forth in Section 2.01 (the “Closing”) shall occur on the Closing Date immediately following the execution of this Agreement.

Section 2.04         Closing Deliverables.

(a)	At the Closing, the HKA Parties shall<br> deliver to ConnectM:
(i)	a certificate of the Shareholders and<br> of a duly authorized officer of HKA dated as of the Closing Date, in form and substance satisfactory<br> to ConnectM (A) certifying the name, title and true signature of each director or officer<br> of HKA executing or authorized to execute this Agreement, the Transaction Documents, and<br> such other documents, instruments and certifications required or contemplated hereby or thereby,<br> and (B) attaching and certifying (i) a true, correct and complete copy of Organizational<br> Documents of HKA as of the Closing, certified by the applicable Governmental Authority, and<br> (ii) a certificate of good standing and legal existence of HKA issued by the applicable<br> Governmental Authority, and each dated as of a date no earlier than three Business Days prior<br> to the Closing Date;
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(ii)	a copy of the Stock Power in the form<br> as attached hereto as Exhibit C-1 (the “Mumma Stock Power”) with respect<br> to the Mumma Shares, duly executed by Mr. Mumma;
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(iii)	a copy of the Stock Power in the form<br> as attached hereto as Exhibit C-2 (the “Perry Stock Power”) with respect<br> to the Perry Shares, duly executed by Mr. Perry;
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(iv)	a copy of a Registration Rights Agreement,<br> duly executed by Mr. Mumma;
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(v)	a copy of a Registration Rights Agreement,<br> duly executed by Mr. Perry;
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(vi)	a copy of the Note, duly executed by<br> an authorized officer of HKA; and
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(vii)	such other documents as ConnectM may<br> reasonably request for the purpose of evidencing the accuracy of the HKA Parties’ representations<br> and warranties; evidencing the performance by the HKA Parties of, or the compliance by the<br> HKA Parties with, any covenant or obligation required to be performed or complied with by<br> any of the HKA Parties; or otherwise facilitating the consummation or performance of any<br> of the Transactions.
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(b)	At the Closing, ConnectM shall:
(i)	Issue the Mumma Exchange Shares to Mr. Mumma<br> and the Perry Exchange Shares to Mr. Perry, and the Parties acknowledge and agree that<br> the Exchange Shares shall be issued in book entry format and shall not be certificated;
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(ii)	Deliver to the Shareholders a certificate<br> of a duly authorized officer of ConnectM dated as of the Closing Date, in form and substance<br> satisfactory to the Shareholders (A) certifying the name, title and true signature of<br> each director or officer of ConnectM executing or authorized to execute this Agreement, the<br> Transaction Documents, and such other documents, instruments and certifications required<br> or contemplated hereby or thereby, and (B) attaching and certifying (i) a true,<br> correct and complete copy of Organizational Documents of ConnectM as of the Closing, certified<br> by the applicable Governmental Authority, and (ii) a certificate of good standing and<br> legal existence of ConnectM issued by the applicable Governmental Authority, and each dated<br> as of a date no earlier than three Business Days prior to the Closing Date;
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(iii)	Fund the Working Capital Loan to HKA;
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(iv)	Deliver to Mr. Mumma the Registration<br> Rights Agreement to which he is a party, duly executed by an authorized officer of ConnectM;
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(v)	Deliver to Mr. Perry the Registration<br> Rights Agreement to which he is a party, duly executed by an authorized officer of ConnectM;
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(vi)	Deliver to HKA a copy of the Note,<br> duly executed by an authorized officer of ConnectM; and
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(vii)	Deliver to the Shareholders such other<br> documents as the Shareholders may reasonably request for the purpose of evidencing the accuracy<br> of ConnectM’s representations and warranties; evidencing the performance by ConnectM<br> of, or the compliance by ConnectM with, any covenant or obligation required to be performed<br> or complied with by ConnectM; or otherwise facilitating the consummation or performance of<br> any of the Transactions.
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(c)	At and following the Closing, each of<br> the Parties shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged,<br> and delivered), any and all certificates, financial statements, schedules, agreements, resolutions,<br> rulings or other instruments required by this Agreement to be so delivered at or prior to<br> the Closing, together with such other items as may be reasonably requested by the Parties<br> hereto and their respective legal counsel in order to effectuate or evidence Transactions.
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Article III.         Representationsand Warranties of the HKA Parties

As an inducement to the consummation of the Transactions, the HKA Parties, jointly and severally, represent and warrant to ConnectM, except as set forth in the schedules of exceptions to the representations of HKA Parties as delivered to ConnectM on the Closing Date (“Disclosure Schedules”), as follows:

Section 3.01          Organization and Qualification.

(a)	HKA is a corporation, duly organized,<br> validly existing, and in good standing under the Laws of the State of New York and has the<br> power and is duly authorized under all applicable Laws, regulations, ordinances and orders<br> of public authorities, to carry on its business in all material respects as it is now being<br> conducted. HKA has not qualified to do business in any State other than New York and Maryland.<br> To the Knowledge of HKA, no proceeding has been instituted in any jurisdiction revoking,<br> limiting or curtailing or seeking to revoke, limit or curtail the power and authority or<br> qualification of HKA within such jurisdiction.
(b)	Each Shareholder is a natural person<br> and has the power and is duly authorized under all applicable Laws, regulations, ordinances<br> and orders of public authorities, to carry on his business in all material respects as it<br> is now being conducted.
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Section 3.02          Organizational Documents.

(a)	The Certificate of Incorporation and<br> Bylaws of HKA (collectively, the “HKA Organizational Documents”) are attached<br> in Section 3.02(a) of the Disclosure Schedules. HKA has taken all actions required<br> by Laws, the HKA Organizational Documents, or otherwise to authorize the execution and delivery<br> of this Agreement. No HKA Party is a party to any shareholders’ agreement or other<br> similar agreement relating to the operations or management of HKA.
(b)	Each HKA Party has full power, authority,<br> and legal capacity to execute this Agreement and to consummate the Transactions.
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Section 3.03          Authorization of Agreement; Etc. The execution, delivery and performance of this Agreement by each HKA Party, and the consummation of Transactions, have been duly authorized by each HKA Party and by any other Persons as required. This Agreement has been duly executed and delivered on behalf of each HKA Party. This Agreement constitutes a valid and binding obligation of each HKA Party enforceable in accordance with its terms, except that such enforcement may be limited by the Enforceability Exceptions, and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 3.04         No Conflict. The execution of this Agreement and the consummation of the Transactions (i) will not violate any provision of any Organizational Document of any HKA Party; (ii) will not, with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which any HKA Party is a party or to which any of its assets, properties or operations are subject; (iii) violate any provision of Laws, statute, rule, regulation or executive order to which any HKA Party is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to any HKA Party.

Section 3.05          Equity Interests.

(a)

The authorized Equity Securities of<br> HKA are comprised of 90 HKA Shares, of which 90 are issued and outstanding and held beneficially<br> and of record, collectively, by the Shareholders. None of the outstanding HKA Shares were<br> issued in violation of the preemptive or other rights of any shareholders or other Person.<br> The Transferred HKA Shares constitute 100% of the issued and outstanding Equity Securities<br> of HKA.

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(b)	There are no outstanding or authorized<br> Derivatives with respect to HKA. HKA does not have outstanding or authorized any stock appreciation,<br> phantom stock, profit participation or similar rights. There are no voting trusts, shareholder<br> agreements, shareholder proxies or other agreements or understandings in effect with respect<br> to the voting or transfer of any of the HKA Shares other than the HKA Organizational Documents.
(c)	Mr. Perry is the record and beneficial<br> owner of, and has good title to the Perry Shares, with the right and authority to sell and<br> deliver the Perry Shares to ConnectM, free and clear of all liens, claims, charges, encumbrances,<br> pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts<br> or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever<br> (collectively, “Liens”). Mr. Perry has the power and authority to transfer<br> the Perry Shares to ConnectM as contemplated pursuant to the terms of this Agreement and<br> upon delivery of any certificate or certificates duly assigned, representing the same as<br> herein contemplated and/or upon registering ConnectM or its designee as the new owner of<br> the Perry Shares in the records maintained by HKA listing the names of stockholders and their<br> respective ownership of HKA Shares, ConnectM or its designee will receive good title to the<br> Perry Shares, free and clear of all Liens.
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(d)	Mr. Mumma is the record and beneficial<br> owner of, and has good title to the Mumma Shares, with the right and authority to sell and<br> deliver the Mumma Shares to ConnectM, free and clear of Liens. Mr. Mumma has the power<br> and authority to transfer the Mumma Shares to ConnectM as contemplated pursuant to the terms<br> of this Agreement and upon delivery of any certificate or certificates duly assigned, representing<br> the same as herein contemplated and/or upon registering ConnectM or its designee as the new<br> owner of the Mumma Shares in the records maintained by HKA listing the names of stockholders<br> and their respective ownership of HKA Shares, ConnectM or its designee will receive good<br> title to the Mumma Shares, free and clear of all Liens.
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(e)	None of the Transferred HKA Shares is<br> subject to pre-emptive or similar rights, either pursuant to any HKA Organizational Document,<br> requirement of Laws or any Contract, and no HKA Party has any pre-emptive rights or similar<br> rights to purchase or receive any Transferred HKA Shares or other interests in HKA.
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Section 3.06         Liabilities. Section 3.06 of Disclosure Schedules sets forth, separately, (i) a true, correct and complete list of all outstanding loans, lines of credit and other indebtedness incurred by HKA, inclusive of any outstanding loans, lines of credit and other indebtedness incurred by HKA, the repayment obligations for which are secured by any of HKA’s assets; (ii) with respect to each loan described in the foregoing clause, the remaining amounts due thereunder as of the Closing Date and (iii) any other Liabilities of HKA. Section 3.06 of Disclosure Schedules also sets forth the amounts of the Officer Loans and the payees thereof, as of the Closing Date. For purposes herein, “Liabilities” means any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including without limitation any penalties, interest and/or excise Tax as may be applicable.

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Section 3.07         Litigation and Proceedings. There are no actions, suits, proceedings, or investigations, other than those previously disclosed, pending or, to the Knowledge of HKA, threatened, by or against HKA or affecting HKA or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. To the Knowledge of HKA, there is no material default on the part of HKA with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 3.08         General Compliance. HKA is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice, lapse of time or both, would result in a default by HKA under), nor has HKA received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived); (ii) in violation of any judgment, decree or order of any court, arbitrator or other governmental authority; or (iii) or has not been, in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local Laws relating to Taxes, registration as a charitable organization, and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect on HKA.

Section 3.09          Compliance with Laws; Permits.

(a)	HKA has complied in all material respects,<br> and are now complying in all material respects, with all Laws applicable to it or its business,<br> properties or assets. All prior issuances of securities of HKA have been either registered<br> under the Securities Act or other applicable Law, or exempt from registration.
(b)	There are no Permits required for HKA<br> to conduct its business.
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(c)	HKA is not, and has not been, and the<br> past and present directors, officers, shareholders and Affiliates of HKA are not and have<br> not, been the subject of, nor does any director, officer, shareholder or Affiliate of HKA<br> have any reason to believe that HKA or any of its directors, officers, shareholders or Affiliates<br> will be, the subject of (i) any civil or criminal proceeding or investigation by any<br> federal or state agency alleging a violation of Laws, or (ii) any civil, criminal or<br> administrative investigation or proceeding brought by any Governmental Authority.
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Section 3.10         Contracts.

(a)	Section 3.10(a) of Disclosure<br> Schedules contains a list of all Contracts, agreements, franchises, license agreements, debt<br> instruments or other commitments to which HKA is a party or by which it or any of its assets,<br> products, technology, or properties are bound. In the case of oral agreements, Section 3.10(a) of<br> Disclosure Schedules contains a description thereof.
(b)	All Contracts, agreements, franchises,<br> license agreements, and other commitments to which HKA is a party or by which its properties<br> are bound and which are material to the operations of HKA are valid and enforceable by HKA<br> in all respects, except as limited by bankruptcy and insolvency Laws and by other Laws affecting<br> the rights of creditors generally.
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(c)	HKA owns, licenses or has rights to<br> use any and all intellectual property and technology used in HKA’s business, and to<br> the Knowledge of HKA, HKA’s use of such intellectual property or technology does not<br> infringe upon the intellectual property rights of any third party; and
(d)	Except as included or described in Section 3.10(a) of<br> Disclosure Schedules, HKA is not a party to any oral or written (i) Contract for the<br> employment of any director, officer or employee; (ii) profit sharing, bonus, deferred<br> compensation, stock option, severance pay, pension benefit or retirement plan; (iii) agreement,<br> Contract, or indenture relating to the borrowing of money; (iv) guaranty of any obligation;<br> (vi) collective bargaining agreement; or (vii) agreement with any present or former<br> director or officer of HKA, which, in each case cannot be terminated by HKA on notice of<br> no more than ten (10) days at a cost of no more than $1,000.
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Section 3.11         Bank Accounts; Power of Attorney. Section 3.11 of Disclosure Schedules sets forth a true and complete list of (i) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by HKA within the past twelve (12) months, the account numbers thereof, and all Persons authorized to sign or act on behalf of HKA; (ii) all safe deposit boxes and other similar custodial arrangements maintained by HKA within the past twelve (12) months; (iii) the check ledger for HKA for the last twelve (12) months, and (iv) the names of all Persons holding powers of attorney from HKA or who are otherwise authorized to act on behalf of HKA with respect to any matter, other than its directors and officers, and a summary of the terms of such powers or authorizations.

Section 3.12         Disclosure. HKA maintains a system of internal accounting controls appropriate for its size. There is no transaction, arrangement, or other relationship between HKA and an unconsolidated or other off balance sheet entity that is not disclosed by HKA in its financial statements or otherwise that would be reasonably likely to have a Material Adverse Effect on HKA.

Section 3.13         Intellectual Property.

(a)	HKA owns or possess adequate rights<br> or licenses to use all material trademarks, trade names, service marks, service mark registrations,<br> service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental<br> authorizations, trade secrets and rights necessary to conduct its businesses as now conducted.<br> None of HKA’s material Intellectual Property has expired or terminated, or, by the<br> terms and conditions thereof, could expire or terminate within two years from the Closing<br> Date. To the Knowledge of HKA there is no infringement by HKA of any material Intellectual<br> Property of others, or of any such development of similar or identical trade secrets or technical<br> information by others, and there is no claim, action or proceeding being made or brought<br> against, or to the Knowledge of HKA, being threatened against, HKA regarding the infringement<br> of any Intellectual Property, which could reasonably be expected to have a Material Adverse<br> Effect on HKA.
(b)	Without limiting the generality of the<br> foregoing, HKA has entered into binding (except to the extent that the enforceability thereof<br> may be limited by the Enforceability Exceptions), written agreements with every current and<br> former employee of HKA, and with every current and former independent contractor, whereby<br> such employees and independent contractors (i) assign to HKA any ownership interest<br> and right they may have in Intellectual Property owned by HKA; and (ii) acknowledge<br> HKA’s exclusive ownership of all Intellectual Property owned by HKA. The HKA Parties<br> have provided ConnectM with true and complete copies of all such agreements. To the Knowledge<br> of HKA, HKA is in material compliance with all legal requirements applicable to Intellectual<br> Property owned by HKA and HKA’s ownership and use thereof.
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(c)	All required filings and fees related<br> to the Intellectual Property owned by HKA that are either subject to any issuance, registration,<br> application or other filing by, to or with any Governmental Authority or authorized private<br> registrar in any jurisdiction (collectively, the “Intellectual Property Registrations”)<br> have been timely filed with and paid to the relevant Governmental Authorities and authorized<br> registrars, and all Intellectual Property Registrations are otherwise in good standing. The<br> HKA Parties have provided ConnectM with true and complete copies of file histories, documents,<br> certificates, office actions, correspondence and other materials related to all Intellectual<br> Property Registrations.
(d)	HKA has taken all reasonable measures<br> to protect and preserve its rights in Intellectual Property owned by HKA and the confidentiality<br> of all trade secrets owned, exploited, held for exploitation, appropriated or otherwise obtained<br> or possessed by HKA.
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Section 3.14          Condition and Sufficiency of Assets. Except for ordinary wear and tear, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of HKA are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by HKA, together with all other properties and assets of HKA, are sufficient for the conduct of HKA’s business as conducted as of the Closing and constitute all of the rights, property and assets necessary to conduct the business of HKA as conducted as of the Closing.

Section 3.15          Accounts Receivable. The accounts receivable reflected on the books and records of HKA and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by HKA involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of HKA not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) are collectible in full within ninety (90) calendar days after billing.

Section 3.16          Title. HKA has good and marketable title in fee simple to all real property owned by it, or leases such real property pursuant to valid and in-force lease agreements, and has good and marketable title in all personal property owned by it that is material to the business of HKA, in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by HKA and Liens for the payment of federal, state or other Taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by HKA is held under valid, subsisting and enforceable leases with which HKA is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by HKA.

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Section 3.17         Insurance. HKA is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of HKA believes to be prudent and customary in the businesses in which HKA is engaged. Other than as set forth in the Disclosure Schedules, HKA has not been refused any insurance coverage sought or applied for, and HKA has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of HKA, taken as a whole.

Section 3.18         Taxes.

(a)	HKA is taxed as a corporation.
(b)	HKA has paid all Taxes and other governmental<br> assessments and charges that are material in amount, shown or determined to be due on such<br> returns, reports and declarations, except those being contested in good faith and has set<br> aside on its books provision reasonably adequate for the payment of all Taxes for periods<br> subsequent to the periods to which such returns, reports or declarations apply. There are<br> no unpaid Taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,<br> and none of the directors or officers of HKA know of no basis for any such claim. All Tax<br> Returns required to be filed on or before the Closing Date by HKA have been, or will be,<br> timely filed. Such Tax Returns are, or will be, true, complete and correct in all material<br> respects. All Taxes due and owing by HKA (whether or not shown on any Tax Return) have been,<br> or will be, timely paid. HKA has withheld and paid each Tax required to have been withheld<br> and paid in connection with amounts paid or owing to any employee, independent contractor,<br> creditor, customer, shareholder or other party, and complied with all information reporting<br> and backup withholding provisions of applicable Law.
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(c)	No claim has been made by any taxing<br> authority in any jurisdiction where HKA does not file Tax Returns that it is, or may be,<br> subject to Tax by that jurisdiction. No extensions or waivers of statutes of limitations<br> have been given or requested with respect to any Taxes of HKA. The amount of HKA’s<br> liability for unpaid Taxes for all periods does not, in the aggregate, exceed the amount<br> of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the financial<br> statements of HKA. All deficiencies asserted, or assessments made, against HKA as a result<br> of any examinations by any taxing authority have been fully paid. HKA is not a party to any<br> Action by any taxing authority. To the Knowledge of HKA, there are no pending or threatened<br> Actions by any taxing authority against HKA.
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(d)	There are no Encumbrances for Taxes<br> (other than for current Taxes not yet due and payable) upon the assets of HKA.
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(e)	HKA is not a party to, or bound by,<br> any Tax indemnity, Tax-sharing or Tax allocation agreement. HKA is not a party to, or bound<br> by, any closing agreement or offer in compromise with any taxing authority. No private letter<br> rulings, technical advice memoranda or similar agreement or rulings have been requested,<br> entered into or issued by any taxing authority with respect to HKA.
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(f)	HKA is not, and has not been, a member<br> of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. HKA has no<br> Liability for Taxes of any Person (other than itself) under Treasury Regulations Section 1.1502-6<br> (or any corresponding provision of state, local or foreign Law), as transferee or successor,<br> by Contract or otherwise. HKA has not agreed to make, nor is it required to make, any adjustment<br> under Sections 481(a) or 263A of the Code or any comparable provision of state, local<br> or foreign Tax Laws by reason of a change in accounting method or otherwise. HKA has not<br> taken any action that could defer a Liability for Taxes of HKA from any period prior to the<br> Closing to any period following the Closing.
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(g)	No HKA Party is a “foreign person”<br> as that term is used in Treasury Regulations Section 1.1445-2. No HKA Party is, and<br> has never been, a United States real property holding corporation (as defined in Section 897(c)(2) of<br> the Code) during the applicable period specified in Section 897(c)(1)(a) of the<br> Code. No HKA Party has been a “distributing corporation” or a “controlled<br> corporation” in connection with a distribution described in Section 355 of the<br> Code. No HKA Party is, and has not been, a party to, or a promoter of, a “reportable<br> transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury<br> Regulations Section 1.6011-4(b). There is currently no limitation on the utilization<br> of net operating losses, capital losses, built-in losses, tax credits or similar items of<br> HKA under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder<br> (and comparable provisions of state, local or foreign Law).
(h)	No HKA Party has entered into a gain<br> recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8. No HKA Party<br> has transferred an intangible the transfer of which would be subject to the rules of<br> Section 367(d) of the Code.
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(i)	None of the assets of HKA is property<br> that HKA is required to treat as being owned by any other person pursuant to the so-called<br> “safe harbor lease” provisions of former Section 168(f)(8) of the Internal<br> Revenue Code of 1954, as amended.
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Section 3.19         Transactions with Affiliates. None of the directors, shareholders or officers of HKA and, to the Knowledge of HKA, none of the employees of HKA, is presently a party to any transaction with HKA (other than for services as employees, officers and directors), including any Contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of HKA, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of HKA’s total assets at year-end for the last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of HKA and (iii) other employee benefits, including stock option agreements under any stock option plan of HKA.

Section 3.20         Foreign Corrupt Practices. No HKA Party, nor, to the Knowledge of HKA, any agent or other Person acting on behalf of HKA, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by HKA (or made by any Person acting on its behalf of which HKA is aware) which is in violation of Law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

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Section 3.21         Money Laundering. HKA is in compliance with, and has not previously violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering Laws and regulations, including, but not limited to, the Laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

Section 3.22         Illegal or Unauthorized Payments; Political Contributions. No HKA Party nor, to the Knowledge of HKA, any of the officers, directors, employees, agents or other representatives of HKA or any other business entity or enterprise with which HKA is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, in contravention of applicable Law, (a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of HKA.

Section 3.23         Environmental Laws. To Knowledge of HKA, HKA (i) is in compliance with any and all applicable foreign, federal, state and local Laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all Permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses and (iii) is in compliance with all terms and conditions of any such Permit, license or approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HKA.

Section 3.24         Investment Company. HKA is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.25         No Disqualification Events. None of HKA, any of their respective predecessors, any affiliated issuer, any director, executive officer, other officer of HKA, any beneficial owner of 20% or more of HKA’s outstanding voting Equity Securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with HKA in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. HKA has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Section 3.26         No Brokers. Other than Everingham & Kerr, Inc., no HKA Party has retained any broker or finder in connection with any of the Transactions, and has not incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.

Section 3.27         Disclosure. All disclosure provided to ConnectM regarding the HKA Parties, their respective business and Transactions, including Disclosure Schedules to this Agreement, furnished by or on behalf of any HKA Party with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each HKA Party acknowledges and agrees that ConnectM has not made, nor is ConnectM making, any representations or warranties with respect to Transactions other than those specifically set forth herein.

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Section 3.28         Investor Representations.

(a)	Each Shareholder represents that he<br> possesses such knowledge and experience in financial and business matters that he is capable<br> of evaluating the merits and risks of the prospective investment in the Exchange Shares.<br> Each Shareholder represents and warrants that he has received and reviewed all of the filings<br> and reports made by the Company with the Securities and Exchange Commission (“SEC”)<br> under the Securities Act or the Exchange Act, including, without limitation (i) the<br> Company’s annual report to shareholders for the most recent fiscal year; (ii) the<br> Company’s definitive proxy statement filed in connection with that annual report; (iii) the<br> Company’s most recent Form 10-K filed pursuant to the Exchange Act; and (iv) all<br> Forms 8-K filed by the Company pursuant to the Exchange Act. Each Shareholder represents<br> and warrants that he has received all information referenced in Rule 502(b) of<br> Regulation D pursuant to the Securities Act. Each Shareholder understands and acknowledges<br> that ConnectM is relying upon the representations herein to qualify for the exemption from<br> the registration requirements of the Securities Act. Each Shareholder acknowledges that neither<br> the SEC nor the securities regulatory body of any other jurisdiction, has received, considered<br> or passed upon the accuracy or adequacy of the information and representations made in this<br> Agreement.
(b)	Each Shareholder is acquiring the Exchange<br> Shares for investment for such Shareholder’s own account and not as a nominee or agent,<br> and not with a view to the resale or distribution of any part thereof, and such Shareholder<br> has no present intention of selling, granting any participation in, or otherwise distributing<br> the same. Each Shareholder further represents that he does not have any Contract, undertaking,<br> agreement or arrangement with any Person to sell, transfer or grant participation to such<br> Person or to any third Person, with respect to any of the Exchange Shares to be issued to<br> such Shareholder. Each Shareholder represents and warrants that such Shareholder (i) can<br> bear the economic risk of his investment in the Exchange Shares, and (ii) possesses<br> such knowledge and experience in financial and business matters that he is capable of evaluating<br> the merits and risks of the investment in ConnectM and the Exchange Shares.
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(c)	Each Shareholder acknowledges that he<br> has carefully reviewed such information as he has deemed necessary to evaluate an investment<br> in ConnectM and the Exchange Shares, and that he has been furnished all materials that it<br> has requested relating to ConnectM and the issuance of the Exchange Shares hereunder, and<br> that he has been afforded the opportunity to ask questions of ConnectM’s representatives<br> to obtain any information necessary to verify the accuracy of any representations or information<br> made or given to such Shareholder.
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(d)	Each Shareholder understands that the<br> Exchange Shares may not be sold, transferred, or otherwise disposed of without registration<br> under the Securities Act or an exemption therefrom, and that in the absence of an effective<br> registration statement covering the Exchange Shares or any available exemption from registration<br> under the Securities Act, the Exchange Shares may have to be held indefinitely.
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Article IV.         Representationsand Warranties of ConnectM

As an inducement to, and to obtain the reliance of the HKA Parties, ConnectM represents and warrants as follows:

Section 4.01         Organization. ConnectM is a corporation duly incorporated, validly existing, and in good standing under the Laws of Delaware and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The execution and delivery of this Agreement does not, and the consummation of Transactions will not, violate any provision of ConnectM’s certificate of incorporation or by-laws. ConnectM has taken all action required by Laws, its certificate of incorporation and by-laws, or otherwise to authorize the execution and delivery of this Agreement, and ConnectM has full power, authority, and legal right and has taken all action required by Laws, its certificate of incorporation and by-laws, or otherwise to consummate the transactions herein contemplated.

Section 4.02         Power and Authority. ConnectM has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions.

Section 4.03         Authorization of Agreement; Etc. The execution, delivery and performance of this Agreement by ConnectM, and the consummation of Transactions, have been duly authorized by Board of ConnectM. This Agreement has been duly executed and delivered on behalf of ConnectM. This Agreement constitutes a valid and binding obligation of ConnectM enforceable in accordance with its terms, except that such enforcement may be limited by the Enforceability Exceptions, and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 4.04         No Conflict. The execution of this Agreement and the consummation of the Transactions (i) will not violate any provision of the Organizational Documents of ConnectM; (ii) will not, with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which ConnectM is a party or to which any of its assets, properties or operations are subject; (iii) violate any provision of Laws, statute, rule, regulation or executive order to which ConnectM is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to ConnectM.

Section 4.05         Approval of Agreement and of Issuance of Shares. The Board of ConnectM has authorized the execution and delivery of this Agreement by ConnectM and has approved this Agreement and the issuance of the Exchange Shares.

Section 4.06         No Brokers. ConnectM has not retained any broker or finder in connection with any of the Transactions, and ConnectM has not incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.

Section 4.07         Disclosure. All disclosure provided to the HKA Parties regarding ConnectM, its business and Transactions, furnished by or on behalf of ConnectM with respect to the representations and warranties made herein are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. ConnectM acknowledges and agrees that the HKA Parties have not made, nor are the HKA Parties making, any representations or warranties with respect to Transactions other than those specifically set forth herein.

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Article V.         Covenantsand Additional Agreements of the Parties

Section 5.01         Confidentiality.

(a)	Definitions. For purposes of<br> this Agreement:
(i)	The Party disclosing Confidential Information<br> hereunder shall be referred to as the “Disclosing Party” and the Party receiving<br> Confidential Information hereunder shall be referred to as the “Receiving Party”.
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(ii)	Except as provided below, “Confidential<br> Information” of Disclosing Party shall mean any confidential, proprietary or trade<br> secret information, data or know-how which relates to the business, research, services, products,<br> customers, suppliers, employees, or financial information of the Disclosing Party and its<br> subsidiaries and Affiliates (as defined below), including, but not limited to, product or<br> service specifications, designs, drawings, prototypes, computer programs, models, business<br> plans, marketing plans, financial data, financial statements, financial forecasts and statistical<br> information, in each case that is marked as confidential, proprietary or secret, or with<br> an alternate legend or marking indicating the confidentiality thereof or which, from the<br> nature thereof should reasonably be expected to be confidential or proprietary, and, with<br> respect to ConnectM, any other Material Non-Public Information (as defined below), in each<br> case which is disclosed by the Disclosing Party or on its behalf, after the date hereof,<br> to the Receiving Party either in writing, orally, by inspection or in any other form or medium.<br> Any technical or business information of a third person furnished or disclosed shall be deemed<br> “Confidential Information” of the Disclosing Party unless otherwise specifically<br> indicated in writing to the contrary. The fact that the Parties are communicating regarding<br> a potential business relationship shall also be deemed “Confidential Information”<br> under this Agreement.
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(iii)	“Material Non-Public Information”<br> shall mean any information obtained by any HKA Party, whether otherwise constituting Confidential<br> Information or not, with respect to which there is a substantial likelihood that a reasonable<br> investor would consider such information important or valuable in making any of his, her<br> or its investment decisions or recommendations to others with respect to ConnectM or any<br> of its Equity Securities or debt, or any derivatives thereof, or information that is reasonably<br> certain to have an effect on the price, value or trading price of ConnectM’s Equity<br> Securities or debt, or any derivatives thereof, whether positive or negative.
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(b)	Agreements.
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(i)	For a period of five (5) years<br> from the date of its receipt, the Receiving Party agrees to use the Confidential Information<br> of the Disclosing Party only for the purpose of consummating the Transactions and shall use<br> reasonable care not to disclose Confidential Information to any non-Affiliated third party,<br> such care to be at least equal to the care exercised by Receiving Party as to its own Confidential<br> Information, which standard of care shall not be less than the current industry standard<br> in effect as of the date of such receipt. Receiving Party agrees that it shall make disclosure<br> of any such Confidential Information of the Disclosing Party only to its Affiliates and their<br> respective employees and Representatives, to whom disclosure is reasonably necessary for<br> the Purpose. Receiving Party shall appropriately notify such Representatives that the disclosure<br> is made in confidence and shall be kept in confidence in accordance with this Agreement.<br> Receiving Party shall be responsible for the failure of its Representatives to comply with<br> the terms of this Agreement.
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(ii)	Without the prior consent of the Disclosing<br> Party, the Receiving Party shall not remove any proprietary, copyright, trade secret or other<br> protective legend from the Confidential Information of the Disclosing Party.
(iii)	Receiving Party acknowledges that<br> the Confidential Information of the Disclosing Party disclosed hereunder may constitute “Technical<br> Data” and may be subject to the export laws and regulations of the United States. Receiving<br> Party agrees it will not knowingly export, directly or indirectly, any Confidential Information<br> of the Disclosing Party or any direct product incorporating any Confidential Information<br> of the Disclosing Party, whether or not otherwise permitted under this Agreement, to any<br> countries, agencies, groups or companies prohibited by the United States Government unless<br> proper authorization is obtained.
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(iv)	Nothing herein shall be construed as<br> granting to Receiving Party or its Affiliates any right or license to use or practice any<br> of the information defined herein as Confidential Information of the Disclosing Party and<br> which is subject to this Agreement as well as any trade secrets, know-how, copyrights, inventions,<br> patents or other intellectual property rights now or hereafter owned or controlled by the<br> Disclosing Party. Except as allowed by applicable law, Receiving Party shall not use any<br> trade name, service mark or trademark of the Disclosing Party or refer to the Disclosing<br> Party in any promotional or sales activity or materials without first obtaining the prior<br> written consent of the Disclosing Party.
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(c)	Exceptions. The obligations imposed<br> in Section 5.01(b) shall not apply to any Confidential Information that:
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(i)	was already in the possession of Receiving<br> Party at the time of disclosure without restrictions on its use or is independently developed<br> by Receiving Party after the Closing Date, provided that the person or persons developing<br> same have not used such information received from the Disclosing Party, or is rightfully<br> obtained from a source other than from the Disclosing Party;
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(ii)	is in the public domain at the time<br> of disclosure or subsequently becomes available to the general public through no fault of<br> Receiving Party;
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(iii)	is obtained by Receiving Party from<br> a third person who is under no obligation of confidence to the Disclosing Party; or
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(iv)	is disclosed without restriction by<br> the Disclosing Party.
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(d)	Standstill.
(i)	Each HKA Party acknowledges and agrees<br> that ConnectM is a public company, currently trading on the OTC Markets.
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(ii)	Each HKA Party agrees that, for as<br> long as any information, including Confidential Information, continues to meet the definition<br> of Material Non-Public Information as set forth herein (the “Standstill Period”),<br> such HKA Party shall not, and all of its Representatives shall not:
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(1)	buy or sell any securities or derivative<br> securities of or related to ConnectM, or any interest therein;
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(2)	undertake any actions or activities that<br> would reasonably be expected to result in a violation of the Securities Act or of the Exchange<br> Act, including, without limitation, Section 10(b) thereunder, or the rules and<br> regulations thereunder, including, without limitation, Rule 10b-5 promulgated thereunder;
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(3)	effect, seek, offer or propose (whether<br> publicly or otherwise) to effect, or cause or participate in, or in any way assist any other<br> corporation, partnership, group, individual or other entity (each, a “Person”)<br> to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate<br> in (A) any acquisition of any securities (or beneficial ownership thereof) or all or<br> substantially all of the assets of ConnectM or any of its subsidiaries; (B) any tender<br> or exchange offer, merger or other business combination involving ConnectM or any of its<br> subsidiaries; (C) any recapitalization, restructuring, liquidation, dissolution or other<br> extraordinary transaction with respect to ConnectM or any of its subsidiaries, or (D) any<br> “solicitation” of “proxies” (as such terms are used in the proxy<br> rules of the Securities and Exchange Commission) or consents to vote any voting securities<br> of ConnectM;
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(4)	form, join or in any way participate in<br> a “group” (as defined under the Exchange Act) with respect to the securities<br> of ConnectM;
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(5)	make any public announcement with respect<br> to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary<br> transaction involving ConnectM or its securities or assets;
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(6)	otherwise act, alone or in concert with<br> others, to seek to control or influence the management, Board of Directors or policies of<br> ConnectM;
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(7)	take any action which might force ConnectM<br> to make a public announcement regarding any of the types of matters set forth in Section 5.01(d)(ii)(3);<br> or
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(8)	enter into any discussions or arrangements<br> with any third party with respect to any of the foregoing.
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(e)	Return of Confidential Information.<br> Upon termination of this Agreement for any reason or upon request by the Disclosing Party<br> made at any time, all Confidential Information of the Disclosing Party, together with any<br> copies of same as may be authorized herein, shall be returned to the Disclosing Party, or<br> destroyed and certified as such by an officer of Receiving Party, at the Receiving Party’s<br> option. Receiving Party may retain one copy of all written Confidential Information for its<br> files for reference in the event of a dispute hereunder or as is necessary to comply with<br> its document retention policies.
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(f)	Ownership of Confidential Information.<br> As between the Disclosing Party and Receiving Party, the Confidential Information and any<br> Derivative thereof (as defined below), whether created by the Disclosing Party or the Receiving<br> Party, will remain the property of the Disclosing Party. For purposes of this Agreement,<br> “Derivative” shall mean: (i) for copyrightable or copyrighted material,<br> any translation, abridgement, revision or other form in which an existing work may be recast,<br> transformed or adapted, and which constitutes a derivative work under the Copyright laws<br> of the United States; (ii) for patentable or patented material, any improvement thereon;<br> and (iii) for material which is protected by trade secret, any new material derived<br> from such existing trade secret material, including new material which may be protected by<br> copyright, patent and/or trade secret.
(g)	Acknowledgement. Each Party as<br> Receiving Party acknowledges and agrees that, with respect to any information provided by<br> Disclosing Party, its Affiliates, and their respective stockholders, members, partners, directors,<br> managers, officers, employees, agents, advisors, and other representatives, each expressly<br> disclaims any and all liability for representations, expressed or implied, contained in or<br> omitted from such information, and nothing contained in such information is or shall be relied<br> upon as a promise or representation by any Disclosing Party, its Affiliates, or any of their<br> respective stockholders, members, partners, directors, managers, officers, employees, agents,<br> advisors, or other representatives as to the past or future performance of Disclosing Party.<br> Only those particular representations and warranties made by a Party herein shall have any<br> legal effect. Each Party as Receiving Party further acknowledges and agrees that any such<br> information provided by any Disclosing Party does not purport to be all-inclusive or to necessarily<br> contain all the information that Receiving Party may desire, and such information may include<br> certain statements, estimates and projections provided by Disclosing Party with respect to<br> anticipated future performance (“forward looking statements”). Forward-looking<br> statements include, without limitation, any statement that may predict, forecast, indicate,<br> or imply future results, performance or achievements, and may contain the words “estimate,”<br> “project,” “intend,” “forecast,” “anticipate,”<br> “plan,” “planning,” “expect,” “believe,”<br> “will likely,” “should,” “could,” “would,”<br> “may” or words or expressions of similar meaning. Such statements, estimates<br> and projections reflect significant assumptions and subjective judgments by management of<br> Disclosing Party concerning anticipated results. These assumptions and judgments may or may<br> not prove to be correct and there can be no assurance that any projected result will be attainable<br> or will be realized. As events and circumstances frequently do not occur as expected, there<br> will usually be differences between anticipated and actual future performance, and those<br> variances may be material. No Disclosing Party or its Affiliates or any of their respective<br> stockholders, members, partners, directors, managers, officers, employees, agents, advisors,<br> or other representatives makes any representations or warranties as to their accuracy or<br> completeness except as specifically set forth herein .
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(h)	Request for Confidential Information Pursuant to Court or Other Proceeding. If Receiving Party is requested or required (by<br> oral questions, deposition, interrogatories, subpoena, civil investigative demand or other<br> similar non-criminal process) to disclose any Confidential Information of the Disclosing<br> Party supplied to Receiving Party under this Agreement, the Receiving Party will provide<br> the Disclosing Party with prompt written notice of such request(s) so that the Disclosing<br> Party may, at the Disclosing Party’s option, (a) seek an appropriate protective<br> order; (b) consult with the Receiving Party on the advisability of taking steps to resist<br> or narrow such request or requirement; or (c) waive in writing the Receiving Party’s<br> compliance with the provisions of this Agreement for the sole purpose of complying with the<br> request. If, in the absence of a protective order or the receipt of a written waiver hereunder,<br> the Receiving Party is nonetheless, in the reasonable opinion of its counsel, compelled to<br> disclose Confidential Information of the Disclosing Party to any governmental tribunal or<br> else stand liable for contempt or suffer other censure or penalty, the Receiving Party will<br> cooperate with the Disclosing Party at the Disclosing Party’s expense in any attempt<br> that the Disclosing Party may make to obtain an order or other reliable assurance that confidential<br> treatment will be provided by such tribunal for all or designated portions of such Confidential<br> Information disclosed by the Disclosing Party.
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(i)	No License. Nothing in this Agreement<br> shall be construed as granting any right or license to the Receiving Party or any other Party,<br> by implication or otherwise, with respect to any Confidential Information of the Disclosing<br> Party, except for the limited purposes set forth above and as otherwise specifically set<br> forth herein.

Section 5.02         Consents of Third Parties. Each of the Parties will give any notices to third parties, and will use its commercially reasonable efforts to obtain any third-party consents, that the other Parties reasonably may request in connection with this Agreement. Each of the Parties will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters in this Agreement.

Section 5.03         Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each of the Parties shall promptly notify each of the other Parties of:

(a)	any notice or other communication from<br> any Person alleging that the consent of such Person is or may be required in connection with<br> any of the Transactions;
(b)	any notice or other communication from<br> any governmental or regulatory agency or authority in connection with the Transactions; and
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(c)	any actions, suits, claims, investigations<br> or proceedings commenced or, to its knowledge threatened against, relating to or involving<br> or otherwise affecting such Party that, if pending on the date of this Agreement, would have<br> been required to have been disclosed pursuant hereto or that relates to the consummation<br> of the Transactions.
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Section 5.04         Further Assurances. Following the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Transactions.

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Article VI.         Survival;Indemnification

Section 6.01         Survival.

(a)	Subject to the limitations and other<br> provisions of this Agreement, the representations and warranties of the Parties contained<br> herein shall survive the Closing and shall remain in full force and effect until the date<br> that is eighteen (18) months after the Closing Date; provided, that the representations and<br> warrants set forth in Section 3.01, Section 3.05 and Section 4.01 (the “Surviving<br> Representations”) shall survive the Closing for a period of five (5) years. Notwithstanding<br> the preceding sentence, any indemnification claim commenced prior to any such expiration<br> shall remain as a valid claim until finally resolved in accordance with the provisions herein.<br> Any claim, for indemnification or otherwise, based upon or arising out of the breach or alleged<br> breach of a representation or warranty must be brought before the expiration of the applicable<br> survival period, or it will be deemed waived.
(b)	All covenants and agreements of the<br> Parties contained herein shall survive the Closing for (i) the later of (1) a period<br> of five (5) years and (2) until fully performed; or (iii) for the period specified<br> therein, as applicable. Notwithstanding the preceding sentence, any claim commenced prior<br> to any such expiration shall remain as a valid claim until finally resolved in accordance<br> with the provisions herein.
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(c)	Any claim arising out of or in connection<br> with this Agreement must be brought, if at all, within five years after the Closing Date,<br> or within such shorter period as may be specified with respect to a particular claim, or<br> it will be deemed waived and released.
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Section 6.02         Indemnification by the Shareholders. Subject to the provisions of this Article VI, the Shareholders hereby covenant and agree with ConnectM that the Shareholders, jointly and severally, shall indemnify ConnectM and its directors, officers, employees and Affiliates, and each of their respective Representatives, successors and assigns (collectively, the “ConnectM Indemnified Parties”), and hold them harmless from, against and in respect of any and all Losses incurred by any ConnectM Indemnified Party resulting from any misrepresentation, breach of any representation or warranty of any HKA Party in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by any HKA Party made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).

Section 6.03         Indemnification by ConnectM. Subject to the provisions of this Article VI, ConnectM hereby covenants and agrees the Shareholders shall indemnify the Shareholders and their respective Representatives, successors and assigns (collectively, the “Shareholder Indemnified Parties”) and hold them harmless from, against and in respect of any and all Losses incurred by any Shareholder Indemnified Party resulting from any misrepresentation, breach of any representation or warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by ConnectM made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).

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Section 6.04         Indemnification Procedures. The Party or Parties making a claim under this Article VI is referred to as the “Indemnified Party” and the Party or Parties against whom such claims are asserted under this Article VI is referred to as the “Indemnifying Party.”

(a)	Third-Party Claims. If any Indemnified<br> Party receives notice of the assertion or commencement of any Action made or brought by any<br> Person who is not a party to this Agreement or an Affiliate of a party to this Agreement<br> or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified<br> Party with respect to which the Indemnifying Party is obligated to provide indemnification<br> under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably<br> prompt written notice thereof, but in any event not later than thirty (30) calendar days<br> after receipt of such notice of such Third-Party Claim, which notice shall describe the indemnification<br> claim in reasonable detail; include the justification for the demand with reasonable specificity;<br> include copies of all available material written evidence; and, if reasonably practical,<br> indicate the estimated amount of damages. The failure to give such prompt written notice<br> shall not, however, relieve the Indemnifying Party of its indemnification obligations, except<br> and only to the extent that the Indemnifying Party forfeits rights or defenses by reason<br> of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim<br> in reasonable detail, shall include copies of all material written evidence thereof and shall<br> indicate the estimated amount, if reasonably practicable, of the Loss that has been or may<br> be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate<br> in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party<br> Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own<br> counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the<br> event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to<br> Section 6.04(b), it shall have the right to take such action as it deems necessary to<br> avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim<br> in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the<br> right to participate in the defense of any Third-Party Claim with counsel selected by it<br> subject to the Indemnifying Party’s right to control the defense thereof, provided<br> that the fees and disbursements of such counsel shall be at the expense of the Indemnified<br> Party.
(b)	Settlement of Third-Party Claims.<br> Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter<br> into settlement of any Third-Party Claim without the prior written consent of the Indemnified<br> Party, except as provided in this Section 6.04(b). If a firm offer is made to settle<br> a Third-Party Claim without leading to liability or the creation of a financial or other<br> obligation on the part of the Indemnified Party and provides, in customary form, for the<br> unconditional release of each Indemnified Party from all liabilities and obligations in connection<br> with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such<br> offer, the Indemnifying Party shall give written notice to that effect to the Indemnified<br> Party. If the Indemnified Party consents to such firm offer the Indemnifying Party may settle<br> the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party<br> Claim. If the Indemnified Party objects to such offer, or does not provide a response to<br> such firm offer within ten days after its receipt of such notice (in which case the Indemnified<br> Party shall be deemed to not have consented to such offer), the Indemnified Party shall thereafter<br> assume the defense of such Third-Party Claim and shall continue to contest or defend such<br> Third-Party Claim and in such event the maximum liability of the Indemnifying Party as to<br> such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified<br> Party has assumed the defense pursuant to this Section 6.04(b), the Indemnified Party<br> shall not agree to any settlement without the written consent of the Indemnifying Party (which<br> consent shall not be unreasonably withheld or delayed).
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(c)	Direct Claims. Any Action by<br> an Indemnified Party on account of a Loss which does not result from a Third-Party Claim<br> (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying<br> Party reasonably prompt written notice thereof, but in any event not later than thirty (30)<br> calendar days after the Indemnified Party becomes aware of such Direct Claim, which notice<br> shall describe the indemnification claim in reasonable detail; include the justification<br> for the demand with reasonable specificity; include copies of all available material written<br> evidence; and, if reasonably practical, indicate the estimated amount of damages. The failure<br> to give such prompt written notice shall not, however, relieve the Indemnifying Party of<br> its indemnification obligations, except and only to the extent that the Indemnifying Party<br> forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party<br> shall describe the Direct Claim in reasonable detail, shall include copies of all material<br> written evidence thereof and shall indicate the estimated amount, if reasonably practicable,<br> of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying<br> Party shall have thirty (30) calendar days after its receipt of such notice to respond in<br> writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and<br> its professional advisors to investigate the matter or circumstance alleged to give rise<br> to the Direct Claim, and whether and to what extent any amount is payable in respect of the<br> Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation<br> by giving such information and assistance as the Indemnifying Party or any of its professional<br> advisors may reasonably request. If the Indemnifying Party does not so respond within such<br> thirty (30) calendar day period, the Indemnifying Party shall be deemed to have accepted<br> liability for such claim, in which case the Indemnified Party shall be free to pursue such<br> remedies as may be available to the Indemnified Party on the terms and subject to the provisions<br> of this Agreement.
(d)	Cooperation. Upon a reasonable<br> request made by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder<br> in respect of any Direct Claim, hereby agrees to consult with the Indemnifying Party and<br> act reasonably to take actions reasonably requested by the Indemnifying Party in order to<br> attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs or expenses<br> associated with taking such actions shall be included as Losses hereunder.
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Section 6.05         Payments. Upon a determination of liability under this Article VI, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount so determined within five (5) Business Days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, the Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation that is not subject to dispute. Upon the payment in full of any amounts due under this Article VI with respect to any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.

Section 6.06         Certain Limitations. The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations:

(a)	The Shareholders, collectively, shall<br> not be liable to the ConnectM Indemnified Parties for indemnification under Section 6.02<br> (other than with respect to a claim for indemnification based upon, arising out of, with<br> respect to or by reason of fraud or any inaccuracy in or breach of any of the Surviving Representations<br> (the “Shareholder Basket Exclusions”)) until the aggregate amount of all Losses<br> in respect of indemnification under Section 6.02 (other than those based upon, arising<br> out of, with respect to or by reason of the Shareholder Basket Exclusions) exceeds $20,000<br> (the “Basket”), in which event the Shareholders shall be required to pay or be<br> liable for all such Losses in excess of the Basket.
(b)	ConnectM shall not be liable to Shareholder<br> Indemnified Parties for indemnification under and Section 6.03 until the aggregate amount<br> of all Losses in respect of indemnification under Section 6.03 exceeds the Basket, in<br> which event ConnectM shall be required to pay or be liable for all such Losses in excess<br> of the Basket.
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(c)	The Parties acknowledge and agree that<br> the maximum liability of the Shareholders, collectively on the one hand, or ConnectM on the<br> other hand, under this Article VI shall be $100,000 (the “Cap”), and neither<br> the Shareholders, collectively on the one hand, nor ConnectM, on the other hand, shall have<br> any liability to the other in excess of Cap except in the case of fraud.
(d)	For the avoidance of doubt, the Parties<br> acknowledge and agree that the Basket and the Cap shall be applied to the Shareholders collectively,<br> as if the Shareholders were one “Party” hereunder and any utilization of the<br> Basket or the Cap with respect to one Shareholder shall apply with respect to the other Shareholder.
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Section 6.07         Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the consideration paid hereunder unless otherwise required by applicable Laws.

Section 6.08         Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation, and made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants or obligations.

Section 6.09         Exclusive Remedy. In the event that the Closing occurs, the indemnification provisions contained in this Article VI shall be the sole and exclusive remedy of the Parties with respect to the Transactions for any and all breaches or alleged breaches of any representations, warranties, covenants or agreements of the Parties or any other provision of this Agreement or arising out of the Transactions, except (i) with respect to any equitable remedy to which such Party may be entitled to with respect to any claims or causes of action arising from the breach of any covenants or agreement of a Party that is to be performed subsequent to the Closing Date, or (ii) with respect to a Party, an actual and intentional fraud with respect to this Agreement and the Transactions. In furtherance of the foregoing, each Party hereto, for itself and on behalf of its Affiliates, hereby waives, from and after the Closing, to the fullest extent permitted under applicable Laws and except as otherwise specified in this Article VI or in Section 7.05, any and all rights, claims and causes of action it may have against any other Party hereto relating to the subject matter of this Agreement or any other agreement, certificate or other document or instrument delivered pursuant to this Agreement, arising under or based upon any applicable Laws.

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Article VII.         Miscellaneous

Section 7.01         Notices.

(a)	Any notice or other communications required<br> or permitted hereunder shall be in writing and shall be sufficiently given if personally<br> delivered to it or sent by email with return receipt requested, overnight courier or registered<br> mail or certified mail, postage prepaid, addressed as follows:

if to ConnectM to:

ConnectM Technology Solutions, Inc.

Attn: Bhaskar Panigrahi

2 Mount Royal Avenue, Suite 550

Marlborough, Massachusetts 01752

Email: Bhaskar@connectm.com

With a copy, which shall not constitute notice, to:

Anthony, Linder & Cacomanolis, PLLC

Attn: John Cacomanolis

1700 Palm Beach Lakes Blvd., Suite 820

West Palm Beach, FL 33401

Email: JCacomanolis@alclaw.com

If to any HKA Party, to the Shareholders:

William F. Mumma

19107 Woodburn Court

Hagerstown, MD 21742

Email: wmumma@myactv.net

Phillip V. Perry

19627 Granada Lane

Hagerstown, MD 21742

Email: pvperry@earthlink.net

With a copy, which shall not constitute notice, to:

Brian E. Barkley, Esq.

51 Monroe Street, Suite 1407

Rockville, MD 20850

Email: bbarkley@barkenlaw.com

(b)	Any Party may change its address for<br> notices hereunder upon notice to each other Party in the manner for giving notices hereunder.
(c)	Any notice hereunder shall be deemed<br> to have been given (i) upon receipt, if personally delivered, (ii) on the day after<br> dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email<br> with return receipt requested and received and (iv) three (3) days after mailing,<br> if sent by registered or certified mail.
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Section 7.02         Governing Law. This Agreement, and all matters based upon, arising out of or relating in any way to the Transactions, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and in accordance with the substantive and procedural Laws of the State of Maryland in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Maryland.

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Section 7.03         Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF MARYLAND, IN EACH CASE LOCATED IN WASHINGTON COUNTY, MARYLAND, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 7.04         Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7.04. Each of the Parties acknowledge that each has been represented in connection with the signing of the waiver above by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of such waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Section 7.05         Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at Laws or in equity.

Section 7.06         Limitation on Damages. In no event will any Party be liable to any other Party under or in connectionwith this Agreement or in connection with the Transactions for special, general, indirect or consequential damages, including damagesfor lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damages.

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Section 7.07         Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 7.08         Public Announcements and Filings. Unless required by applicable Laws or regulatory authority, or the rules and regulations of any securities market on which the securities of ConnectM are listed or available for trading, none of the Parties will issue any report, statement or press release to the general public, trade or trade press, or to any third party (other than its advisors and representatives in connection with Transactions) or file any document, relating to this Agreement and Transactions, except as may be mutually agreed by the Parties. Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by Laws or regulatory authorities, shall be delivered to each Party prior to the release thereof.

Section 7.09         Third-Party Beneficiaries. This Agreement is strictly between the Parties and, except as specifically provided, no director, officer, shareholder (other than the Shareholders), employee, agent, independent contractor or any other Person shall be deemed to be a third-Party beneficiary of this Agreement.

Section 7.10         Expenses. Except as specifically set forth herein, whether or not the Transactions are consummated, each of the Parties will bear their own respective expenses, including without limitation the fees and expenses of its legal, accounting and financial advisors, incurred in connection with the Exchange or any of the other Transactions.

Section 7.11         Entire Agreement. This Agreement and the other Transaction Documents represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

Section 7.12         Construction. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

Section 7.13         Amendment or Waiver.

(a)	This may be amended, modified, superseded,<br> terminated or cancelled, and any of the terms, covenants, representations, warranties or<br> conditions hereof may be waived, only by a written instrument executed by each of the Parties.
(b)	Every right and remedy provided herein<br> shall be cumulative with every other right and remedy, whether conferred herein, at law,<br> or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the<br> performance of any obligation by another Party shall be construed as a waiver of the same<br> or any other default then, theretofore, or thereafter occurring or existing.
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(c)

Neither any failure or delay in exercising<br> any right or remedy hereunder or in requiring satisfaction of any condition herein nor any<br> course of dealing shall constitute a waiver of or prevent any Party from enforcing any right<br> or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party<br> waives or otherwise affects any obligation of that Party or impairs any right of the Party<br> giving such notice or making such demand, including any right to take any action without<br> notice or demand not otherwise required by this Agreement. No exercise of any right or remedy<br> with respect to a breach of this Agreement shall preclude exercise of any other right or<br> remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or<br> subsequent exercise of any right or remedy with respect to any other breach.

Section 7.14         Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that Transactions shall be consummated as soon as practicable. Each Party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the Transactions.

Section 7.15         Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, including by merger, consolidation, operation of law, or otherwise, without the prior written consent of the other Parties and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Other than as specifically set forth herein, including in Article VI, nothing in this Agreement shall confer on any Person other than the Parties, and their respective successors and assigns, any rights, remedies, obligations, or Liabilities under or by reason of this Agreement.

Section 7.16         Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) 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.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Closing Date.

ConnectM<br> Technology Solutions, Inc.
By:
Name:	Bhaskar<br> Panigrahi
Title:	Chief<br> Executive Officer
Harry Kahn Associates, Inc.
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By:
Name:	William F. Mumma Jr.
Title:	Chief Executive Officer
William F. Mumma Jr.
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By:
Name:	William F. Mumma Jr.
Phillip V. Perry
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By:
Name:	Phillip V. Perry

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Exhibit A

Form of Piggyback Registration Rights Agreement

(Attached)

Exhibit B

Promissory Note

(Attached)

Exhibit C-1

Mumma Stock Power

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, William F. Mumma Jr. (“Seller”) hereby assigns, transfers, and conveys to ConnectM Technology Solutions, Inc. all of Seller’s right, title, and interest in and to 45 shares of stock, no stated par value per share, of Harry Kahn Associates, Inc., a New York corporation (the “Company”) and hereby irrevocably appoints the Secretary and the Chief Executive Officer of the Company, and each of them, as Seller’s attorney-in-fact to transfer said shares on the books of the Company, with full power of substitution in the premises.

Date: March 10, 2026

William F. Mumma Jr.

By:
Name:	William F. Mumma Jr.

Exhibit C-2

Perry Stock Power

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Phillip V. Perry (“Seller”) hereby assigns, transfers, and conveys to ConnectM Technology Solutions, Inc. all of Seller’s right, title, and interest in and to 45 shares of stock, no stated par value per share, of Harry Kahn Associates, Inc., a New York corporation (the “Company”) and hereby irrevocably appoints the Secretary and the Chief Executive Officer of the Company, and each of them, as Seller’s attorney-in-fact to transfer said shares on the books of the Company, with full power of substitution in the premises.

Date: March 10, 2026

Phillip V. Perry

By:
Name:	Phillip V. Perry

Exhibit 10.2

Piggyback Registration Rights Agreement

Dated as of March 10, 2026

This Piggyback Registration Rights Agreement (this “Agreement”) is made and entered into as of the date first set forth above (the Effective Date”) by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”) and [____________] (“Holder”). Each of the Company and the Holder may be referred to herein collectively as the “Parties” and each individually as a “Party.”

WHEREAS, as of the Effective Date, the Holder is the holder 200,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company, which are hereafter referred to as the “Registrable Securities”;

WHEREAS, the Company has agreed to grant certain registration rights to the Holder with respect to the Registrable Securities, as set forth herein;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Holder agree as follows:

1.            Piggyback Registration Rights.

(a)            Registration Rights. If at any time while the Holder remains the holder of any Registrable Securities the Company proposes to file any registration statement under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the Common Stock (a “Registration Statement”) for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to Holder in such notice the opportunity to register the sale of such number of Registrable Securities as Holder may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If Holder proposes to distribute its Registrable Securities through a Piggyback Registration that involves an underwriter or underwriters, then it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

(b)            Limitations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Holder and the holders of any other shares of Common Stock which are also “Registrable Securities” under an agreement similar to this Agreement (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock that the Company proposes to sell; and (ii) the shares of Common Stock requested to be included therein by the Holder and the other holders of Registrable Securities, allocated among the Holder and such other holders pro rata based on the number of Registrable Securities held by each of Holder and such other holders.

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(c)            Withdrawal. Holder may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by Holder of Registrable Securities in connection with such Piggyback Registration as provided in Section ‎1(f).

(d)            Notification. The Company shall notify Holder of Registrable Securities at any time when a prospectus relating to such Holder’s Registrable Securities is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of Holder, the Company shall also prepare, file and furnish to Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to Holder, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Holder shall not offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

(e)            Information. The Company may request that Holder furnish the Company such information with respect to Holder and Holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the Securities and Exchange Commission (the “SEC”) in connection therewith, and Holder shall furnish the Company with such information.

(f)            Fees and Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which Holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of Holder.

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2.            Indemnification.

(a)            Indemnification by the Company. The Company and its successors and assigns shall indemnify and hold harmless Holder, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of Holder, each individual or entity who controls Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the officers, directors, members, Agreement, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, a “Holder Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent that (i) such untrue statements or omissions are based upon information regarding Holder furnished to the Company by such party for use therein. The Company shall notify Holder promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

(b)            Indemnification by Holder. Holder and its successors and assigns shall indemnify and hold harmless the Company, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of the Company, each individual or entity who controls the company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, a “Company Indemnified Party” with each Holder Indemnified Party and Company Indemnified Party being referred to as an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, but only to the extent that such untrue statements or omissions are based upon information regarding Holder furnished to the Company by such party for use therein. Holder shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Agreement of which Holder is aware.

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(c)            Contribution. If the indemnification under Section ‎2(a) or Section ‎2(b), as applicable, is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Party responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Indemnifying Party or the Indemnified Party, and the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a Party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such Party in connection with any proceeding to the extent such Party would have been indemnified for such fees or expenses if the indemnification provided for in Section ‎2(a) or Section ‎2(b), as applicable, was available to such Party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section ‎2(c) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence.

3.            Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)            This Agreement, and all matters based upon, arising out of or relating in any way to the Transactions, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and in accordance with the substantive and procedural Laws (as defined below) of the State of Delaware in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Delaware. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority, and “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

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(b)            SUBJECT TO SECTION ‎4, LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF MASSACHUSETTES, IN EACH CASE LOCATED IN MIDDLESEX COUNTY, MASSACHUSETTES, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c)            EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION ‎3(c). Each of the Parties acknowledge that each has been represented in connection with the signing of the waiver above by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of such waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

4.            Arbitration.

(a)            The Parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

(b)            If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree on an Arbitrator, each of the Company and Holder shall select one arbitrator and the two arbitrators so selected shall select the sole Arbitrator who shall resolve the dispute, claim or controversy.

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(c)            The laws of the State of Delaware shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of the State of Delaware applicable to a contract negotiated, signed, and wholly to be performed in the State of Delaware, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.

(d)            The arbitration shall be held in Marlborough, Massachusetts in accordance with and under the then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein.

(e)            On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section ‎4(c).

(f)            The Arbitrator may, at his discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts to assist him in his determinations.

(g)            The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the Parties and not subject to appeal.

(h)            Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Middlesex County, Massachusetts to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

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5.            Notices.

(a)            Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email with return receipt requested, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to the Company:

ConnectM Technology Solutions, Inc.

Attn: Bhaskar Panigrahi

2 Mount Royal Avenue, Suite 550

Marlborough, Massachusetts 01752

Email: Bhaskar@connectm.com

If to Holder, to:

[William F. Mumma

19107 Woodburn Court

Hagerstown, MD 21742

Email: wmumma@myactv.net

Phillip V. Perry

19627 Granada Lane

Hagerstown, MD 21742

Email: pvperry@earthlink.net]

(b)            Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.

(c)            Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three (3) days after mailing, if sent by registered or certified mail

6.            Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

7.            Public Announcements and Filings. Unless required by applicable Law or regulatory authority, none of the Parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the Parties. Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by Law or regulatory authorities, shall be delivered to each Party at least one (1) Business Day prior to the release thereof.

8.            Third Party Beneficiaries. This contract is strictly between the Parties and, except as specifically provided herein (including in Section ‎2), no other Person and no director, officer, stockholder (other than the Holder), employee, agent, independent contractor or any other Person (as defined below) shall be deemed to be a third-party beneficiary of this Agreement. “Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

9.            Expenses. Other than as specifically set forth herein, each Party will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby.

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10.            Entire Agreement. This Agreement represents the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

11.           Amendment; Waiver; Remedies.

(a)            This Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by both Parties.

(b)            Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

(c)            Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(d)            Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

12.           Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

13.           Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

14.           No Assignment or Delegation. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of each of the other Parties and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.

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15.           Further Assurances. Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.

16.           Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

17.           Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) 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.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

ConnectM<br> Technology Solutions, Inc.
By:
Name:	Bhaskar Panigrahi
Title:	Chief Executive Officer
[Holder]
---
By:
Name:

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Exhibit 10.3

THE SECURITIES REPRESENTED BY THIS INSTRUMENTHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCHSECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTEREDUNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCHQUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS FURTHER SUBJECT TO OTHERRESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.

Principal Amount: $203,072	Issue Date: March 10, 2026

HarryKahn Associates, Inc.

PromissoryNote

FOR VALUE RECEIVED, pursuant to the terms and conditions of this Promissory Note (this “Note”), Harry Kahn Associates, Inc., a New York corporation (the “Company”), hereby promises to pay to the order of ) ConnectM Technology Solutions, Inc., a Delaware corporation (the “Holder”), on the first annual anniversary of the Issue Date as set forth above, or earlier as required pursuant to the terms herein (as applicable, the “Maturity Date”), the principal amount as set forth above (the “Principal Amount”), and to pay interest on the outstanding Principal Amount at the rate of 8% per annum, simple interest. Interest shall commence accruing on the date hereof (the “Issue Date”), computed on the basis of a 365-day year and the actual number of days elapsed, and shall be payable as set forth herein. The Holder and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.

This Note is entered into pursuant to an Exchange Agreement by and between the Company, the Holder and certain other parties, dated as the Issue Date as set forth above (the “Agreement”) and is subject to the terms and conditions thereof.

This Note is not a certificate of deposit or similar obligation of, and is not guaranteed or insured by, any depository institution, the Federal Deposit Insurance Corporation, the Securities Holder Protection Corporation or any other governmental or private fund or entity.

The following terms shall apply to this Note:

Section 1.       Interest; Late Fees; Prepayment.

(a)            Interest shall accrue on the Principal Amount, to the extent not earlier repaid, at the Interest Rate. No payments of the Principal Amount or accrued interest (collectively, the “Indebtedness”) shall be due and payable prior to the Maturity Date, other than as set forth in ‎Section 2, provided that such amounts may be prepaid at the option of the Company, as set forth in ‎Section 1(c).

(b)            To the extent not prepaid by the Company as set forth herein prior to the Maturity Date, the Indebtedness shall be due and payable in full on the Maturity Date or such earlier date as set forth herein.

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(c)            The Company may prepay all or any portion of the Indebtedness at any time without penalty.

(d)            Interest on this Note shall accrue on a simple interest, non-compounded basis, and shall be added to the Principal Amount on the Maturity Date or such earlier date as the Indebtedness may be paid hereunder or may be due hereunder pursuant to the terms herein. In the event that any amount due hereunder is not paid as and when due, such amounts shall accrue interest at the rate of 15% per year, simple interest, non-compounding, until paid.

(e)            Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. “Business Day” means any day except Saturday, Sunday and any legal holiday or a day on which banking institutions in the State of Delaware generally are authorized or required by Law or other governmental actions to close.

Section 2.       Events of Default.

(a)            The Holder may elect to declare an “Event of Default” if any of the following conditions or events shall occur and be continuing:

(i)	the Company fails to pay the then-outstanding principal amount and accrued interest on this Note on any<br>date any such amounts become due and payable, and any such failure is not cured within ten Business Days of written notice thereof by<br>Holder;
(ii)	the Company fails to comply in any material respect with any other covenant or agreement in this Note<br>and any such failure is not cured within ten Business Days of written notice thereof by Holder;
---	---
(iii)	the Company shall (i) apply for or consent to the appointment of, or the taking of possession by,<br>a receiver, custodian, trustee or liquidator; (ii) make a general assignment for the benefit of the Company’s creditors; or<br>(iii) commence a voluntary case under the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute; or
---	---
(iv)	a proceeding or case shall be commenced, without the application or consent of the Company, in any court<br>of competent jurisdiction, seeking (1) liquidation, reorganization or other relief with respect to it or its assets or the composition<br>or readjustment of its debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of any substantial<br>part of its assets, and, in each case, such proceedings or case shall continue undismissed, or an order, judgment or decree approving<br>or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days, if in the United States,<br>or 90 days, if outside of the United States; or an order for relief against the Company shall be entered in an involuntary case under<br>any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar Law of any jurisdiction.
---	---

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(b)            Consequences of Events of Default. If an Event of Default has occurred and is continuing (i) the Holder may, by notice to the Company, declare all or any portion of the then outstanding principal amount of the Note, together with all accrued and unpaid interest thereon, due and payable, and the Note shall thereupon become, immediately due and payable in cash and (ii) the Holder shall have the right to pursue any other remedies that the Holder may have under applicable Law.

Section 3.       Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be given in accordance with the provisions of the Agreement.

Section 4.       Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of this Note, and of the ownership hereof reasonably satisfactory to the Company.

Section 5.       Governing Law, Etc.

(a)            This Note, and any and all claims, proceedings or causes of action relating to this Note or arising from this Note or the transactions contemplated herein (the “Transactions”), including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and in accordance with the substantive and procedural Laws of the State of Delaware in each case as in effect from time to time and as the same may be amended from time to time, without giving effect to the principles of conflicts of law of the State of Delaware or any other State or jurisdiction, and as applied to contracts to be wholly performed within the State of Delaware.

(b)            ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF MASSACHUSETTES, IN EACH CASE LOCATED IN MIDDLESEX COUNTY, MASSACHUSETTES, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c)           EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ‎Section 5(c). Each of the Parties acknowledge that each has been represented in connection with the signing of the waiver in THIS ‎Section 5(c) by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

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Section 6.       Miscellaneous.

(a)            Definitions. Capitalized terms used herein without definition shall have the meanings set forth in the Agreement.

(b)            Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Note or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

(c)            Amendments; No Waivers; No Third-Party Beneficiaries.

(i)	Other than as specifically set forth herein, this Note may be amended, modified, superseded, terminated<br>or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument<br>executed by both of the Parties.
(ii)	Every right and remedy provided herein shall be cumulative with every other right and remedy, whether<br>conferred herein, at Law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any<br>obligation by another Party shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring<br>or existing.
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(iii)	Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction<br>of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy<br>or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that<br>Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice<br>or demand not otherwise required by this Note. No exercise of any right or remedy with respect to a breach of this Note shall preclude<br>exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise<br>of any right or remedy with respect to any other breach.
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(D)            No Consequential or Punitive Damages. Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Note or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

(e)            Expenses. Unless otherwise contemplated or stipulated by this Note or the Agreement, all costs and expenses incurred in connection with this Note shall be paid by the Party incurring such cost or expense.

(f)            Further Assurances. Each Party shall execute and deliver such documents and other papers and take such further action as may be reasonably required to carry out the provisions of this Note.

(g)            Successors and Assigns; Benefit. This Note shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Note, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Note or the transactions contemplated herein, or to pursue any claim for any breach or default of this Note, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Nothing in this Note shall confer on any Person other than the Parties, and their respective successors and assigns, any rights, remedies, obligations, or Liabilities under or by reason of this Note.

(h)            Transfers of Note to Comply with the Securities Act. In addition to the other provisions herein and in the Agreement, the Holder agrees that this Note may not be assigned, sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (a) to a person whom the Note may legally be transferred without registration and without delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this ‎Section 6(h) with respect to any resale or other disposition of the Note; and (b), with respect to any sale, transfer or disposition of this Note, only if the Company agrees in a writing executed by the Company, which agreement the Company may withhold in its sole discretion, as set forth in ‎Section 6(g).

(i)            Severability. If any provision of this Note is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Note shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Note so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

(j)            Entire Agreement. This Note, the Agreement and the other Transaction Documents to which the Parties are a party constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter hereof and thereof.

(k)            Specific Performance. Each Party agrees that irreparable damage would occur if any provision of this Note were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the terms hereof in addition to any other remedy at Law or in equity.

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(l)            Construction. The headings contained in this Note are for reference purposes only and will not affect in any way the meaning or interpretation of this Note. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Note as a whole and not to any particular Section or clause of this Note.

(m)            Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(n)            Currency. All dollar amounts are in U.S. dollars.

(o)            Counterparts. This Note may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) 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.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned has executed this Note as of the Issue Date.

Harry<br> Kahn Associates, Inc.
By:
Name:	William F. Muma
Title:	Chief Executive Officer
Agreed and accepted:
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ConnectM Technology Solutions, Inc.
By:
Name:	Bhaskar Panigrahi
Title:	Chief Executive Officer

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Exhibit 99.1

ConnectM AcquiresDefense Data Specialist Harry Kahn Associates, Targeting $50B+ Global Defense Sustainment Market and Expanding AI Infrastructure Platform

MARLBOROUGH, Mass., March 18, 2026 (GLOBE NEWSWIRE) — ConnectM Technology Solutions, Inc. (OTC: CNTM) (“ConnectM” or the “Company”), a constellation of technology-driven businesses powering the modern energy economy, today announced that it has acquired Harry Kahn Associates, Inc. (“HKA”), an 80-year-old defense contractor specializing in mission-critical technical data systems and lifecycle support for U.S. military platforms. The acquisition was completed through the issuance of 400,000 shares of ConnectM common stock.

Founded in 1943, HKA provides logistics data systems, technical manuals, and training content used by the U.S. Department of Defense, U.S. Coast Guard, and major defense OEMs to design, field, and maintain military equipment deployed worldwide. These capabilities generate structured operational datasets that underpin the lifecycle management of complex military platforms.

When combined with ConnectM’s Keen Labs AI and technology platform, the Company believes these datasets can support advanced analytics, predictive maintenance, and digital lifecycle optimization across mission-critical infrastructure. The acquisition significantly expands ConnectM’s presence in government and defense markets, positioning the Company to participate in long-duration programs supporting critical military infrastructure and next-generation equipment systems.

HKA generated approximately $2 million of revenue in 2025, and ConnectM believes the business is positioned for significant expansion beginning in 2026 and beyond as the Company leverages HKA’s long-standing government relationships together with the AI, data and systems capabilities of its Keen Labs technology platform. Management believes this combination can expand HKA’s addressable opportunities across both existing defense programs and new data-driven infrastructure initiatives.

“HKA brings ConnectM a rare combination of long-standing government relationships, deep domain expertise in logistics data systems, and decades of experience supporting U.S. military platforms,” said Bhaskar Panigrahi, Chairman and Chief Executive Officer of ConnectM. “With approximately $2 million of revenue in 2025, we believe the business is positioned to scale many-fold over the coming years as we integrate HKA with the Keen Labs technology platform and expand into data-driven infrastructure opportunities across government and defense markets.”

Strategic Access to Government Programs

HKA has supported all branches of the U.S. military, including the Navy, Marine Corps, Air Force, and Army, as well as the U.S. Coast Guard, and works alongside major defense contractors and equipment manufacturers.

Its capabilities include:

·	Logistics Product Data and lifecycle support analysis
·	Reliability, maintainability, and provisioning systems
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·	Technical manuals and interactive electronic documentation
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·	Training curricula and instructional systems for new military equipment
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These capabilities underpin the logistics intelligence infrastructure that enables complex defense systems to operate globally, often over operational lifespans of 20 to 40 years.

Positioned for Defense Data and AI Opportunities

HKA develops and manages logistics and technical datasets used to support maintenance planning, spare parts provisioning, system reliability modeling, and lifecycle sustainment of defense systems.

ConnectM believes these data environments represent a strategic opportunity for its Keen Labs AI and infrastructure intelligence platform, enabling the Company to expand HKA’s role from traditional technical documentation into data-driven analytics, predictive maintenance, and digital sustainment platforms for complex military systems.

By integrating Keen Labs’ data analytics and AI capabilities with HKA’s defense logistics datasets, ConnectM believes it can pursue opportunities in:

·	Predictive maintenance and lifecycle optimization for mission-critical systems
·	AI-assisted logistics planning and sustainment analytics
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·	Digital technical documentation and knowledge systems
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·	Infrastructure intelligence platforms for large-scale operational environments
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“With the addition of HKA, ConnectM gains access to decades of structured operational data supporting complex defense platforms,” said Bhaskar Panigrahi, Chairman and Chief Executive Officer of ConnectM. “We believe Keen Labs’ AI platform can unlock additional value from these datasets, enabling new analytics capabilities for large-scale infrastructure systems.”

Durable Government Relationships

HKA has operated continuously in the defense sector for decades, including long-term relationships with U.S. military contracting offices and defense OEMs.

The company maintains ISO 9001:2015 certification for technical data development and has delivered millions of pages of technical documentation supporting military platforms.

Defense sustainment and lifecycle logistics represent a multi-tens-of-billions-of-dollars global market, driven by the decades-long operational lifecycles of military platforms that require continuous updates to logistics data, training systems, and technical documentation.

Expanding ConnectM’s Technology Platform

ConnectM believes the acquisition complements its strategy of building a technology platform that integrates AI, data infrastructure, and physical systems across both energy and government markets.

“The combination of HKA’s defense logistics expertise and Keen Labs’ AI and technology platform expands our ability to deploy data-driven solutions across critical infrastructure,” Panigrahi said. “We see meaningful long-term opportunity at the intersection of AI, logistics intelligence, and mission-critical infrastructure systems.”

About ConnectM Technology Solutions, Inc.

ConnectM is a constellation of technology-driven businesses powering the modern energy economy. Through its Owned Service Network, Managed Solutions, Logistics, and Transportation segments, the Company delivers AI-powered electrification, distributed energy, last-mile delivery, and industrial IoT solutions to customers worldwide. For more information, visit www.connectm.com.

About Keen Labs

Keen Labs, a wholly owned technology subsidiary of ConnectM, develops the AI, control and energy intelligence platforms that underpin the Company’s solutions. Keen Labs’ portfolio includes industrial IoT hardware, the Hi-C™ line of hybrid energy storage systems, the Hi-E^TM^ line of Lithium Iron Phosphate long duration and VPP enabling storage systems, smart heat pumps, and connected vehicle technologies, all integrated through its software platform to optimize performance across fleets, facilities and distributed energy assets. For more information, visit www.keenlabs.ai.

About Harry Kahn Associates

Harry Kahn Associates, Inc. is an American-owned technical data development company founded in 1943 that supports the U.S. Department of Defense, U.S. Coast Guard, and defense OEMs with logistics data systems, technical manuals, and training materials used to operate and maintain military equipment worldwide.

Cautionary Note Regarding Forward-LookingStatements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this press release, regarding our future financial performance and our strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. We caution you that the forward-looking statements contained herein are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. In addition, we caution you that the forward-looking statements regarding the Company contained in this press release are subject to the risks and uncertainties described in the “Cautionary Note Regarding Forward-Looking Statements” section of our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q that we file with the Securities and Exchange Commission. Such filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ConnectM is under no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Relations

ConnectM Technology Solutions, Inc.

+1 617-395-1333

irpr@connectm.com

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