UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (
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:
| Written communications pursuant to Rule 425 under the Securities Act | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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 |
On July 10, 2024, Monterey Capital Acquisition Corporation (the “Company” or “MCAC”) entered into a (i) Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement Dated May 10, 2022 (the “Discharge Agreement”) and (ii) Promissory Note (the “Note”), in each case with EF Hutton LLC (formerly EF Hutton, a division of Benchmark Investments, LLC, “EFH”). On July 11, 2024, the Company and EFH amended and restated the Discharge Agreement (the “Amended Discharge Agreement”) and the Note (the “Amended Note”). Pursuant to the Amended Discharge Agreement, in lieu of the Company tendering the full amount of the $3,680,000 Deferred Underwriting Commission (as defined in the Underwriting Agreement, dated May 10, 2022, by and between the Company and EFH) in cash at the closing of the Company’s initial business combination, EFH agreed to accept from the Company (i) a payment of $500,000 in cash within 30 days of the closing of the Company’s initial business combination pursuant to the Amended Note and (ii) issuance of the Amended Note. The Amended Note has a principal amount of $3,680,000, matures in one year and shall be due and payable upon the demand of EFH and upon certain events of default. The Company may prepay the Amended Note in whole or in part at any time without penalty. In addition, the Company is obligated to pay toward the Note 10% of the aggregate gross proceeds from any sale of equity or equity derivative instruments of the Company. Within five days of the maturity date of the Amended Note, the Company may elect to convert the Amended Note into shares of common stock of the Company based on the 5-day trailing volume weighted average price of the Company’s common stock at the maturity date of the Amended Note (subject to compliance with applicable rules of the Nasdaq Stock Market).
The foregoing descriptions of the Amended Note and the Amended Discharge Agreement are not complete and are qualified in their entireties by reference to the full text of the Amended Note and the Amended Discharge Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this report and are incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
As previously announced, on December 31, 2022, the Company entered into an Agreement and Plan of Merger, as amended from time to time (the “Merger Agreement”) by and among the Company, Chronos Merger Sub, Inc. (“Merger Sub”), and ConnectM Technology Solutions Inc. (“ConnectM”), which provides for, among other things, Merger Sub to be merged with and into ConnectM with ConnectM being the surviving corporation in the merger and a wholly owned subsidiary of the Company (the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the Business Combination, ConnectM will become a wholly owned subsidiary of the Company, with the former stockholders of ConnectM becoming stockholders of the Company. In addition, in connection with the consummation of the Merger, the Company will be renamed “ConnectM Technology Solutions, Inc.”
On July 10, 2024, the Company held a special meeting to approve the Merger Agreement and vote on proposals related to the Business Combination (the “Special Meeting”). At the Special Meeting, holders of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and holders of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”) voted together as a single class on Proposals 1, 3, 4 and 5 and holders of Class A Common Stock and Class B Common Stock voted separately on Proposal 2. At the Special Meeting, only those holders of shares of Common Stock at the close of business on May 20, 2024, the record date, were entitled to vote. As of the record date, 9,447,247 shares of Common Stock were outstanding and entitled to vote. At the Special Meeting, a total of 6,879,957 shares of Common Stock, representing approximately 72.8% of the outstanding shares of Common Stock entitled to vote, were present online or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the proposals described below were considered. Each proposal voted on at the Special Meeting is further described in detail in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2024 (the “Proxy Statement”).
The final results of the matters submitted to a vote of stockholders at the Special Meeting are as follows:
| 1. | The Business Combination Proposal |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 6,799,771 | 80,186 | 0 | 0 |
| 2. | The Charter Amendment Proposal |
Class A Common Stock:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 4,123,919 | 380,173 | 615,855 | 0 |
Class B Common Stock:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 1,760,000 | 0 | 0 | 0 |
| 3. | The Advisory Charter Amendment Proposal A |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 6,183,916 | 80,186 | 615,855 | 0 |
| 4. | The Advisory Charter Amendment Proposal B |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 5,883,919 | 380,183 | 615,855 | 0 |
| 5. | The Advisory Charter Amendment Proposal C |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 5,883,919 | 380,183 | 615,855 | 0 |
| 6. | The Advisory Charter Amendment Proposal D |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 5,883,919 | 380,183 | 615,855 | 0 |
| 7. | The Incentive Plan Proposal |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 6,175,402 | 88,700 | 615,855 | 0 |
| 8. | The Nasdaq Proposal |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 6,183,916 | 80,186 | 615,855 | 0 |
| 9. | The Adjournment Proposal |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 6,183,916 | 80,186 | 615,855 | 0 |
| Item 8.01. | Other Events |
A total of 3,665,639 shares of Class A Common Stock were redeemed in connection with the Special Meeting (the “Redemptions”). In connection with the Forward Purchase Agreement, dated as of December 31, 2022, by and among Meteora Special Opportunity Fund (“Meteora”), the Company and ConnectM, and prior to the redemption deadline, Meteora and its related funds purchased 3,288,466 shares in the open market through brokers from holders of Class A common stock of the Company (the “Meteora Purchase”). As a result, there will be approximately $37,993,476 remaining in the trust account following the Redemptions as a result of the Meteora Purchase.
There will be approximately $218,329 of net cash available to the Company from the Business Combination, after deducting certain transaction fees and expenses.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Merger. All statements other than statements of historical facts contained in this report are forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating to the proposed transaction: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of MCAC securities; the failure to satisfy the conditions to closing the transaction, including the requisite approvals by the stockholders of MCAC and the receipt of certain governmental and regulatory approvals; the effect of the announcement or pendency of the transaction on the ConnectM’s business relationships and business generally; the outcome of any legal proceedings that may be instituted related to the transaction; the ability to realize the anticipated benefits of the transaction; and ConnectM may use its capital resources sooner than it expects. Moreover, ConnectM operates in a very competitive and rapidly changing environment. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond MCAC’s and ConnectM’s control, you should not rely on these forward-looking statements as predictions of future events. The foregoing list of factors is not exclusive, and you should carefully consider the foregoing factors and the other risks and uncertainties described in the Proxy Statement discussed herein and other documents filed by MCAC’s from time to time with the SEC. These 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 except as required by law. MCAC and ConnectM assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither MCAC nor ConnectM gives any assurance that either MCAC or ConnectM or the combined company will achieve its expectations.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amended Promissory Note, dated July 11, 2024, issued by Monterey Capital Acquisition Corporation in favor of EF Hutton LLC | |
| 10.2 | Amended Satisfaction and Discharge of Indebtedness, dated July 11, 2024, by and between Monterey Capital Acquisition Corporation and EF Hutton LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: July 12, 2024 | MONTEREY CAPITAL ACQUISITION CORPORATION | |
| By: | /s/ Bala Padmakumar | |
| Name: | Bala Padmakumar | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
MONTEREY CAPITAL
ACQUISITION CORP.
AMENDED PROMISSORY NOTE
| $3,680,000 | July 11, 2024 |
This amended and restated promissory note (the “Amended Note”) amends and restates the original note, dated as of July 10, 2024, in its entirety and confirms that FOR VALUE RECEIVED, Monterey Capital Acquisition Corp., a Delaware corporation, (herein called the “Company”), hereby promises to pay to EF Hutton LLC (herein called the “Holder”), the principal sum of three million, six hundred eighty thousand dollars ($3,680,000). In the case of an event of default, this Amended Note shall bear interest at a rate of ten percent (10%) per annum until such event of default is cured. The principal amount of this Amended Note and any accrued interest shall be payable one year from the date first written above (the “Maturity Date”). The initial mandatory payment owed to Holder under the Amended Note is $500,000 which the Company shall pay or cause to be paid by wire to the bank account of Holder within thirty calendar days of July 11, 2024 (the date on which a business combination is consummated).
After the aforementioned initial payment, the Company will have an outstanding balance of $3,180,000 due under this Amended Note. With respect to such remaining amount, upon the closing of one or more financings from the sale of any equity or equity derivative instruments of the Company and/or any of its indirect or direct subsidiaries (a “Financing”), the Company and/or its legal successor shall be responsible to wire or cause to be wired ten percent (10%) of the generated aggregate gross proceeds to the bank account of EF Hutton (pursuant to the wire instructions provided by EF Hutton in writing to the Company) as a required payment (or payments) towards this Amended Note.
Furthermore, before the occurrence of the Maturity Date of this Amended Note the Company shall have the right, but not the obligation, to convert any balance amount outstanding pursuant to the Amended Note into shares of common stock of the Company trading under the ticker CNTM (the “Common Stock”) at the average VWAP value for the five-day period (in terms of business days) preceding the Maturity Date. For the sake of clarity, the Company may only exercise such conversion option within five business days prior to the Maturity Date; it cannot periodically exercise the conversion option throughout the duration/life of this Amended Note.
Payments hereunder shall be made at such place as the holder hereof shall designate to the undersigned, in writing, in lawful money of the United States of America. Any payment which becomes due on a Saturday, Sunday or legal holiday shall be payable on the next business day.
This Amended Note shall, (i) upon declaration by the Holder or (ii) automatically upon acceleration pursuant to clause (b) below, become immediately due and payable upon the occurrence of any of the following specified events of default:
(a) If the Company shall default in any of the due payments of the principal amount of this Amended Note pursuant to (i) the mandatory initial payment or (ii) a Financing when and as the same shall become due and payable; or
(b) If the Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking of possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing; or an involuntary case or other proceeding shall be commenced against the Company seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of 60 consecutive days.
Declaration of this Amended Note being immediately due and payable by the Holder may only be made by written notice to the Company declaring the unpaid balance of the principal amount of this Amended Note to be due. The Company agrees that a declaration of default via email from the Holder to the undersigned at bala@padmakumar.com, with a copy to Thomas R. Burton of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at TRBurton@mintz.com, is acceptable written notice. Such declaration shall be deemed given upon the occurrence of any event specified in clause (b) above. In the event of a default, all expenses and costs incurred by Holder in connection with enforcement of the Amended Note and collection of any judgment on the Amended Note, including reasonable and documented attorneys’ fees shall be paid by the Company.
This Amended Note may be prepaid by the Company in whole or in part at any time or from time to time without penalty or premium. The obligations of the Company and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.
The Company for itself and its successors and assigns hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance or endorsement of this Amended Note, and agrees that this Amended Note shall be deemed to have been made under, and shall be interpreted and governed by reference to, the laws of the State of New York. The Company for itself and its successors hereby expressly and irrevocably agrees that any suit or proceeding arising directly and/or indirectly pursuant to or under this Amended Promissory Note shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any such action may be served upon any of them by electronic mail bala@padmakumar.com, with a copy to Thomas R. Burton of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at TRBurton@mintz.com, personally or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York, New York. The Company for itself and its successors expressly and irrevocably waive any claim or defense that any such jurisdiction in New York, New York is not a convenient forum for any such suit or proceeding.
Except as expressly agreed in writing by the Holder, no extension of time for payment of this Amended Note, or any installment hereof, and no alteration, amendment or waiver of any provision of this Amended Note shall release, discharge, modify, change or affect the liability of the Company under this Amended Note.
All of the covenants, stipulations, promises and agreements made by or contained in this Amended Note on behalf of the undersigned shall bind its successors, whether so expressed or not.
No failure on the part of the Holder to exercise, and no delay in exercising, any right under this Amended Note shall operate as a waiver thereof, nor shall any single or partial exercise of such rights preclude any other or further exercise thereof or the exercise of any other right.
THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS AMENDED NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.
It is the intention of the Company and the Holder that all payments due hereunder will be treated for accounting and tax purposes as indebtedness of the Company to the Holder. Each of the Company and the Holder agrees to report such payments due hereunder for the purposes of all taxes in a manner consistent with such intended characterization.
If any term or provision of this Amended Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions herein shall in no way be affected thereby.
The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns and the obligations and liabilities assumed in this Agreement shall be binding upon the parties hereto and their respective successors and assigns. Thus, the obligations of this Agreement shall be binding upon ConnectM Technology Solutions, Inc.
Definitions:
“Principal Market” means The Nasdaq Stock Market.
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization, or other similar transaction during such period.
[signature page of Note follows]
IN WITNESS WHEREOF, the Company has caused this Amended Note to be signed in its corporate name by a duly authorized officer as of the date hereinabove set forth.
| Monterey Capital Acquisition Corp. | |||
| By: | /s/ Bala Padmakumar | ||
| Name: Bala Padmakumar | |||
| Title: Chief Executive Officer | |||
EF HUTTON LLC
| By: | /s/ Gaurav Verma |
Name: Gaurav Verma
Title: Managing Director/Head of SPACS
Exhibit 10.2
AMENDED SATISFACTION AND DISCHARGE OF INDEBTEDNESS
PURSUANT TO UNDERWRITING AGREEMENT DATED MAY 10, 2022
July 11, 2024
This amended and restated Satisfaction and Discharge of Indebtedness (the “Amended Satisfaction and Discharge”) amends and restates the original Satisfaction and Discharge of Indebtedness dated as of July 10, 2024, in its entirety and is hereby made and entered into to be effective as of July 11, 2024, by and between Monterey Capital Acquisition Corp., a Delaware corporation (the “Company” or “MCAC”) and EF Hutton LLC, f/k/a EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
RECITALS
WHEREAS, the Company and EF Hutton are parties to an Underwriting Agreement dated May 10, 2022 (the “Underwriting Agreement”);
WHEREAS, the Sections 1.3 of Underwriting Agreement provide the principal sum of $3,680,000 (the “Deferred Underwriting Commission”) shall be payable to EF Hutton upon the consummation of the Company’s initial business combination, and the Company agreed in the Underwriting Agreement that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to EF Hutton.
WHEREAS, on January 3, 2023, the Company announced that it entered into an agreement and plan of merger with ConnectM Technology Solutions, Inc. (“ConnectM”), amongst others, that will result at the closing of the business combination in ConnectM surviving the merger as a wholly owned subsidiary of MCAC (the “Business Combination”). Upon closing of the Business Combination, the post-closing company will be renamed "ConnectM Technology Solutions, Inc." and its common stock and warrants are expected to trade on the Nasdaq under the ticker symbols "CNTM" and "CNTMW," respectively.
WHEREAS, the Business Combination is anticipated to close on or about July 11, 2024, at which time, the Deferred Underwriting Commission to EF Hutton would be immediately due and payable.
WHEREAS, the Company requested, and EF Hutton agreed, that in lieu of the Company tendering the full amount of the Deferred Underwriting Commission (up to $3,680,000) in cash at the closing of the Business Combination, EF Hutton will accept the consideration set forth in Article I below as payment in full of the Deferred Underwriting Commission.
Except as expressly set forth herein, for clarity, this Agreement is not intended to, and shall not serve to affect, modify or amend the Underwriting Agreement.NOW THEREFORE, in exchange for mutual covenants and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Amended Satisfaction and Discharge, agree as follow:
1
ARTICLE I
CONDITIONS TO SATISFACTION AND DISCHARGE
| 1.1 | Notwithstanding anything contained in the Underwriting Agreement to the contrary but subject to the consummation of the Business Combination, EF Hutton hereby acknowledges the satisfaction and discharge of the Deferred Underwriting Commission in its entirety, upon the satisfaction of the following conditions: |
| a. | The Company satisfies the full amount of a $3,680,000 promissory note due EF Hutton dated on or around the date hereof, in the form attached hereto as Exhibit A (the “Note”); |
| b. | The first payment installment of such Note shall occur on the closing of the Business Combination or thirty calendar days thereafter, in which the Company shall cause its contractual party to wire $500,000 (the “Initial Payment”) to the bank account of EF Hutton (pursuant to the wire instructions provided by EF Hutton in writing to the Company in advance of the Closing); for the avoidance of doubt, such Initial Payment of the Note must be received within thirty calendar days of the closing of the Business Combination; |
| c. | After payment of the Initial Payment, with respect to the remaining $3,180,000 due pursuant to the Note, the Company agrees that after the closing of the Business Combination: |
| (i) | Upon the closing of one or more financings from the sale of any equity or equity derivative instruments of the Company and/or any of its indirect or direct subsidiaries (for the avoidance of doubt, excluding the Business Combination, a “Financing”), the Company shall be jointly and severally responsible to wire or cause to be wired ten percent (10%) of the generated aggregate gross proceeds to the bank account of EF Hutton (pursuant to the wire instructions provided by EF Hutton in writing to the Company); |
| (ii) | Within five business days of the maturity date of the Note, the Company shall have the one-time right, but not the obligation, to convert any balance amount outstanding pursuant to the Note into ordinary shares of common stock of the Company trading under the ticker CNTM (the “Common Stock”) at the average 5-day trailing VWAP at the maturity date of the Note and the Company shall promptly use its reasonable best efforts to cause to be registered under the Securities Act all of the Common Stock that EF Hutton requests to be registered; provided, however, the Company shall not issue any shares of Common Stock if such issuance would require shareholder approval under the applicable rules of Nasdaq unless the Company acquires such shareholder approval. For the sake of clarity, the Company may only exercise such aforementioned conversion option within five business days prior to the maturity date of the Note; it cannot periodically (or at any point in time) exercise the conversion option throughout the duration/life of this Note. |
| (iii) | Alternatively, for any Common Stock issued pursuant to Section 1.1(c)(ii) that is not registered on an effective registration statement, the Company shall, subject to requirements promulgated under applicable law and regulations, confirm in writing that such unregistered Common Stock is freely sellable under Rule 144. In such case, the Company shall also cause its legal counsel to promptly provide EF Hutton a valid legal opinion that its Common Stock are eligible for resale pursuant to Rule 144. |
| 1.2 | Upon timely delivery of the Initial Payment, the full payment due on the Note, and the Financing Payments in accordance with Section 1.1 above, any obligations to pay the Deferred Underwriting Commission, shall be automatically discharged and satisfied. |
2
ARTICLE II
MISCELLANEOUS PROVISIONS
| 2.1 | This Amended Satisfaction and Discharge shall be governed by and construed in accordance with the laws of the State of New York, without reference or regard to its principles of conflicts of law except Sections 5-1401 and 5-1402 of New York General Obligations Law if applicable. |
| 2.2 | For the avoidance of doubt, other than Section 1.3 “Deferred Underwriting Commission”, the terms of the Underwriting Agreement shall remain in full force and effect pursuant to its terms, including but not limited to, Section 5 “Indemnification and Contribution.” |
| 2.3 | This Amended Satisfaction and Discharge may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument. |
| 2.4 | The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns and the obligations and liabilities assumed in this Agreement shall be binding upon the parties hereto and their respective successors and assigns. |
[SIGNATURE PAGES TO FOLLOW]
3
IN WITNESS WHEREOF, EF Hutton and the Company have caused their corporate names to be hereunto affixed, and this instrument to be signed by their respective authorized officers, all as of the day and year first above written.
EF HUTTON LLC
| By: | /s/ Gaurav Verma |
Name: Gaurav Verma
Title: Managing Director/Head of SPACS
MONTEREY CAPITAL ACQUISITION CORP.
| By: | /s/ Bala Padmakumar |
Name: Bala Padmakumar
Title: Chief Executive Officer
Exhibit A
Promissory Note
[See Attached]