ConnectM amends securities purchase agreement with Ascent Partners Fund

ConnectM Technology Solutions, Inc. entered into Amendment No. 1 to its Securities Purchase Agreement with Ascent Partners Fund LLC on September 28, 2026, modifying the terms of a deal originally disclosed in a Form 8-K filed on September 3, 2026. The amendment, reported to the U.S. Securities and Exchange Commission, alters repayment obligations, conversion rights, and registration requirements tied to the transaction.

Under the revised Purchase Agreement, the Right of First Refusal and Most Favorable Terms provisions are deleted and replaced with "Reserved." The amendment also replaces the form of Note Two and the schedule detailing securities to be purchased. For the previously issued Senior Secured Convertible Promissory Notes dated August 31 and September 4, 2026, the amendment changes the repayment trigger upon a Listing Event. The company is now required to pay 105% of the outstanding principal amount plus all accrued interest and other due amounts on that date. The provision allowing conversion into Series C Preferred Stock for these notes has been removed.

The amendment includes changes to the Registration Rights Agreement dated September 4, 2026. The definition of "Filing Date" for the Initial Registration Statement is now set as the 60th day following the Listing Event. The definition of "Registrable Securities" is limited to shares of Common Stock issued or issuable in connection with Warrants.

In connection with the amendment, ConnectM Technology Solutions issued a new Senior Secured Convertible Promissory Note (Two-A) to Ascent Partners Fund LLC on September 28, 2026. The note has an original principal amount of $1,388,888.89 and a purchase price of $1,250,000.00, reflecting an original issue discount of $138,888.89. The note bears interest at 10% per annum, with one year's interest guaranteed, and matures on September 28, 2027. Maturity is subject to automatic acceleration to the 30th day following the Lock-Up Termination Date.

Prior to the Listing Event, the note is convertible into shares of Common Stock at the holder's option. The conversion price is equal to the lower of 4.5885 or, during a Default or Event of Default, 95% of the lowest volume-weighted average price during the five consecutive trading days immediately preceding the conversion date. A 9.99% beneficial ownership limitation applies to these conversions. Following the Listing Event, the holder is not permitted to convert the note into shares of Common Stock.

Monthly amortization payments of principal commence on the earlier of the Listing Event or the date when Blue Cloud Shares become freely tradeable without restriction, which occurs no later than February 28, 2027. The company may make amortization and interest payments in shares of Common Stock at a defined Amortization Price, subject to satisfying specific Equity Payment Conditions.

The company also entered into a Lock-Up Agreement with Ascent Partners Fund LLC and certain other security holders on September 28, 2026. This agreement restricts holders from offering, selling, or transferring Lock-Up Securities during a specified period, subject to customary exceptions for gifts and transfers to family members, trusts, or affiliates.

Additionally, ConnectM Technology Solutions signed a Side Letter with Ascent Partners Fund LLC on September 28, 2026. Under this letter, the purchaser committed to buying shares of Common Stock or Units in the Listing Event Offering. This commitment is contingent on specific conditions being met, including that no Event of Default has occurred, the company has complied with all transaction obligations, representations remain true and correct, and the shares are registered under an effective registration statement.