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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/24 Monterey Capital Acq Corp. S-4/A 82:15M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-4/A Pre-Effective Amendment to Registration Statement HTML 8.69M - Securities for a Merger 2: EX-8.1 Opinion of Counsel re: Tax Matters HTML 31K 3: EX-10.44 Material Contract HTML 41K 4: EX-10.45 Material Contract HTML 40K 5: EX-10.46 Material Contract HTML 40K 6: EX-10.47 Material Contract HTML 41K 7: EX-10.48 Material Contract HTML 40K 8: EX-10.49 Material Contract HTML 41K 9: EX-10.50 Material Contract HTML 38K 10: EX-10.51 Material Contract HTML 39K 11: EX-10.52 Material Contract HTML 40K 12: EX-10.53 Material Contract HTML 40K 13: EX-10.54 Material Contract HTML 40K 14: EX-10.55 Material Contract HTML 40K 15: EX-10.56 Material Contract HTML 40K 16: EX-10.57 Material Contract HTML 40K 17: EX-10.58 Material Contract HTML 40K 18: EX-10.59 Material Contract HTML 42K 19: EX-10.60 Material Contract HTML 41K 20: EX-10.61 Material Contract HTML 40K 21: EX-23.1 Consent of Expert or Counsel HTML 23K 22: EX-23.2 Consent of Expert or Counsel HTML 23K 28: EX-FILING FEES Filing Fees HTML 31K 23: EX-99.1 Miscellaneous Exhibit HTML 23K 24: EX-99.2 Miscellaneous Exhibit HTML 23K 25: EX-99.3 Miscellaneous Exhibit HTML 23K 26: EX-99.4 Miscellaneous Exhibit HTML 23K 27: EX-99.5 Miscellaneous Exhibit HTML 23K 39: R1 Document and Entity Information HTML 38K 40: R2 Condensed Consolidated Balance Sheets HTML 126K 41: R3 Condensed Consolidated Balance Sheets HTML 62K (Parenthetical) 42: R4 Consolidated Statements of Operations HTML 85K 43: R5 Consolidated Statements of Changes in Common Stock HTML 93K Subject to Possible Redemption and Stockholders' Equity (Deficit) 44: R6 Consolidated Statements of Changes in Common Stock HTML 36K Subject to Possible Redemption and Stockholders' Equity (Deficit) (Parenthetical) 45: R7 Consolidated Statements of Cash Flows HTML 102K 46: R8 Organization, Description of Business, and Going HTML 119K Concern 47: R9 Summary of Significant Accounting Policies HTML 179K 48: R10 Initial Public Offering HTML 27K 49: R11 Private Placement HTML 26K 50: R12 Related Party Transactions HTML 36K 51: R13 Convertible Note HTML 29K 52: R14 Income Taxes HTML 71K 53: R15 Commitments and Contingencies HTML 33K 54: R16 Stockholders' Equity (Deficit) HTML 50K 55: R17 Stock-Based Compensation HTML 29K 56: R18 Subsequent Events HTML 25K 57: R19 Summary of Significant Accounting Policies HTML 217K (Policies) 58: R20 Summary of Significant Accounting Policies HTML 151K (Tables) 59: R21 Income Taxes (Tables) HTML 69K 60: R22 Organization, Description of Business, and Going HTML 214K Concern (Details) 61: R23 Organization, Description of Business, and Going HTML 140K Concern - Proposed Business Combination (Details) 62: R24 Summary of Significant Accounting Policies HTML 77K (Details) 63: R25 Summary of Significant Accounting Policies - HTML 59K Reconciliation of net loss per share (Details) 64: R26 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 48K Reconciliation of Class A Common Stock Subject to Possible redemption (Details) 65: R27 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 34K Overallotment liability (Details) 66: R28 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair HTML 26K Value Measurements (Details) 67: R29 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 36K Changes in Level 3 liabilities (Details) 68: R30 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Due HTML 36K to Sponsor - related party (Details) 69: R31 Initial Public Offering (Details) HTML 60K 70: R32 Private Placement (Details) HTML 37K 71: R33 RELATED PARTY TRANSACTIONS - Founder Shares HTML 74K (Details) 72: R34 RELATED PARTY TRANSACTIONS - Additional HTML 49K information (Details) 73: R35 Convertible Note (Details) HTML 28K 74: R36 Income Taxes (Details) HTML 33K 75: R37 Income Taxes - Schedule of effective income tax HTML 34K rate (Details) 76: R38 INCOME TAXES - Company's net deferred tax assets HTML 28K (Details) 77: R39 INCOME TAXES - Income tax provision (Details) HTML 34K 78: R40 Commitments and Contingencies (Details) HTML 54K 79: R41 Stockholders' Equity (DEFICIT) - Preferred Stock HTML 33K (Details) 80: R42 Stockholders' Equity (DEFICIT) - Common Stock HTML 75K (Details) 81: R43 Stockholders' Equity (DEFICIT) - Warrants HTML 66K (Details) 82: R44 Stock-Based Compensation (Details) HTML 35K 35: XML IDEA XML File -- Filing Summary XML 107K 38: XML XBRL Instance -- mcac-20231231xs4_htm XML 1.45M 34: EXCEL IDEA Workbook of Financial Report Info XLSX 131K 30: EX-101.CAL XBRL Calculations -- mcac-20231231_cal XML 100K 31: EX-101.DEF XBRL Definitions -- mcac-20231231_def XML 800K 32: EX-101.LAB XBRL Labels -- mcac-20231231_lab XML 1.18M 33: EX-101.PRE XBRL Presentations -- mcac-20231231_pre XML 956K 29: EX-101.SCH XBRL Schema -- mcac-20231231 XSD 206K 36: JSON XBRL Instance as JSON Data -- MetaLinks 345± 569K 37: ZIP XBRL Zipped Folder -- 0001104659-24-038439-xbrl Zip 1.49M
Exhibit 10.59
PROMISSORY NOTE
$200,000.00 | 13th November, 2023 |
This Promissory Note (this “Note”) is entered into as of the date first above written by ConnectM Technology Solutions, Inc., a Delaware corporation (the “Borrower”), in favor of Ashish Kulkarni residing at 12827 Owens Glen Dr, Fairfax, VA-22030 (“Lender”).
FOR VALUE RECEIVED, the Borrower promises to pay to the Lender, upon the terms and conditions contained herein, the principal sum of Two Hundred Thousand Dollars ($200,000.00) (the “Loan Amount”), with interest from the date hereof on the principal amount from time to time unpaid as set forth herein, such interest to be payable upon maturity, unless otherwise provided herein. This Note shall mature on February 12, 2024 (the “Maturity Date”). Subject to Section 5 hereof, the unpaid principal amount of this Note, together with any accrued but unpaid interest thereon, shall be due and payable in full upon the Maturity Date. All amounts payable under this Note are payable in lawful money of the United States without notice, demand, offset or deduction.
Section 1: Interest. From the date hereof until paid in full, this Note shall accrue interest at a simple monthly rate of four percent (4.0%). Interest shall be calculated on the basis of a 360-day year of twelve 30-day months, but shall accrue and be payable on the actual number of days elapsed.
Section 2: Payments. Borrower shall not be required to make payments of interest and/or principal under this Note prior to the Maturity Date, other than pursuant to Section 5. All outstanding principal, interest and any other amounts, fees or charges due under this Note (collectively, the “Obligations”) shall be immediately due and payable on the Maturity Date or on such earlier date as may be required under the terms of this Note. Any payments on this Note, whether such payment is a regular installment, represents a prepayment (if permitted hereunder) or is the result of acceleration of this Note by Lender, shall be made in coin and currency of the United States of America which is legal tender for the payment of public and private debts, in immediately available funds, to Lender at the address set forth above or at such other address as the Lender may from time to time designate in writing. Payments received by the Lender prior to the occurrence of an Event of Default (as defined below) will be applied first to fees, expenses and other amounts due hereunder or under the Investment Agreement (excluding principal and interest); second, to accrued interest under this Note; and third to the outstanding principal due under this Note; after the occurrence of an Event of Default, payments will be applied to the Obligations as the Lender determines in its sole discretion.
Section 3: Amendment. This Note may not be amended, modified, altered or supplemented and the observance of any term hereof or thereof may not be waived (either generally or in a particular instance) other than as agreed by the Lender and the Borrower in writing. No failure or delay on the part of the Lender in exercising any power, right or privilege under this Note or the Purchase Agreement shall operate as a waiver thereof, and no single or partial exercise of any such power, right or privilege shall preclude any further exercise thereof or the exercise of any other power, right or privilege.
Section 4: Prepayment. This Note may be prepaid without additional cost or penalty. Prior to such date, this Note may prepaid by delivery of written notice to the Lender (the “Prepayment Notice”) specifying the amount to be prepaid (the “Prepayment Amount”) and the date on which such prepayment will be made (the “Prepayment Date”) and payment to the lender of a prepayment premium (the “Prepayment Premium”) calculated as set forth below. The Borrower acknowledges that the Prepayment Premium is a reasonable approximation of the net economic loss that would be sustained or incurred by the Lender as a result of the prepayment of all or any portion of the Loan Indebtedness. The Prepayment Premium, together with (i) all unpaid late charges, (ii) all accrued but unpaid interest, and (iii) any administrative costs incurred by Lender in connection with any prepayment, shall be due and payable on the Prepayment Date. The Prepayment Premium shall be an amount equal to 2% of the original principal amount of this Note, less the amount of any interest accrued under this Note through the Prepayment Date.
Promissory Note | Page 1 |
Section 5: Event of Default. For purposes of this Note, “Event of Default” shall mean the occurrence any one or more of the following: (i) the Borrower fails to pay any installment of principal, interest or other fees on this Note or on any other promissory note issued by Borrower to Lender, when due and Borrower fails to cure such failure within thirty (30) days of Borrower’s receipt of written notice from Lender of such failure, (ii) the Borrower breaches any material covenant or other term or condition of this Note in any material respect and such breach continues for a period of thirty (30) days after Borrower’s receipt of written notice from Lender of such breach, (iii) the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed or (iv) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower; provided, that, in the event that any involuntary petition is filed against Borrower, Borrower shall not have obtained or caused the dismissal thereof within ninety (90) days of such filing. Upon an Event of Default and after the expiration of any applicable cure period, unless such Event of Default shall have been waived by the Lender, all indebtedness under this Note shall mature and become immediately due and payable without any action on the part of the Lender, and the Borrower shall immediately pay to the Lender all such amounts. The Lender shall also have any other rights which the Lender may have been afforded under any contract or agreement at any time and any other rights which the Lender may have pursuant to applicable law.
Section 6: Notice. Any notice required or permitted under this Note shall be in writing and shall be deemed to have been given: (i) upon personal delivery to the party to be notified, (ii) when sent by e-mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, but in either case only if a confirmation copy of such notice or demand is concurrently sent or delivered in a manner provided for in subsection (i) or (iii) of this paragraph; (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the following address:
If to the Borrower: | c/o ConnectM Technology Solutions, Inc. |
| 2 Mount Royal Avenue, Suite 550 |
| |
| |
If to the Lender: | Ashish Kulkarni |
| 12827 Owens Glen Dr |
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or at the most recent address, specified by written notice, given to the sender pursuant to this Section 7.
Section 7: Waiver. The Borrower and any endorsers or guarantors of this Note for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment of this Note.
Section 8: Failure or Indulgence Not Waiver. No failure or delay on the part of the Lender in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.
Section 9: Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts of law provisions of such state or any other state.
Promissory Note | Page 2 |
Section 10: Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby.
Section 11: Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Lender and thus refunded to the Borrower.
[Remainder of Page Intentionally Left Blank]
Promissory Note | Page 3 |
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name as of the date first above written.
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| ConnectM Technology Solutions, Inc. | ||
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| By: | ||
| | Bhaskar Panigrahi, President | |
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Attest: | | ||
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By: | /s/ Mahesh Choudhury | | |
Name: | | ||
Title: | V.P. | |
Promissory Note | Page 4 |
This ‘S-4/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/25/24 | |||
2/12/24 | S-4/A, SC 13G/A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/03/24 Monterey Capital Acq Corp. S-4/A 4:8.7M Toppan Merrill/FA 4/15/24 Monterey Capital Acq Corp. S-4/A 4:7.8M Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/12/24 Monterey Capital Acq Corp. S-4/A 99:22M Toppan Merrill/FA 12/21/23 Monterey Capital Acq Corp. S-4 128:26M Toppan Merrill/FA 11/30/23 Monterey Capital Acq Corp. 8-K:4,9 11/27/23 12:265K Toppan Merrill/FA 11/08/23 Monterey Capital Acq Corp. 8-K:1,5,9 11/06/23 13:322K Toppan Merrill/FA 10/16/23 Monterey Capital Acq Corp. 8-K:1,9 10/12/23 12:338K Toppan Merrill/FA 1/03/23 Monterey Capital Acq Corp. 8-K:1,7,9 12/31/22 19:3M Toppan Merrill/FA 5/16/22 Monterey Capital Acq Corp. 8-K:1,3,5,8 5/10/22 12:956K Toppan Merrill/FA 4/22/22 Monterey Capital Acq Corp. S-1 27:3.5M Toppan Merrill/FA |