Form 8-K

8-K — ConnectM Technology Solutions, Inc.

Accession: 0001104659-26-113270

Filed: 2026-10-02

Period: 2026-09-28

CIK: 0001895249

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2626698d1_8k.htm (Primary)

EX-10.4 — EXHIBIT 10.4 (tm2626698d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2626698d1_ex10-5.htm)

EX-10.6 — EXHIBIT 10.6 (tm2626698d1_ex10-6.htm)

EX-10.7 — EXHIBIT 10.7 (tm2626698d1_ex10-7.htm)

GRAPHIC (tm2626698d1_ex10-4img01.jpg)

GRAPHIC (tm2626698d1_ex10-4img02.jpg)

GRAPHIC (tm2626698d1_ex10-5img01.jpg)

GRAPHIC (tm2626698d1_ex10-6img01.jpg)

GRAPHIC (tm2626698d1_ex10-6img02.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2626698d1_8k.htm · Sequence: 1

false

0001895249

2026-09-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section

13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): September 28, 2026

ConnectM

Technology Solutions, Inc.

(Exact name of registrant as specified

in its charter)

Delaware

001-41389

87-2898342

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2 Mount

Royal Avenue, Suite 550

Marlborough,

Massachusetts

01752

(Address

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)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

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.

Amendment No. 1 to Securities Purchase

Agreement and Related Transaction Documents

On September 28, 2026, ConnectM Technology Solutions,

Inc. (the “Company”) and Ascent Partners Fund LLC, a Delaware limited liability company (the “Purchaser”), entered

into Amendment No. 1 (the “Amendment”) to that certain Securities Purchase Agreement, dated as of August 31, 2026 (as amended,

the “Purchase Agreement”) and related transaction documents as set forth below. The entrance by the Company and Purchaser

into the Purchase Agreement, was previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on September 3, 2026 (the “Original 8-K”). Capitalized terms used but not defined herein have the meaning ascribed

to such terms in the Purchase Agreement or the Amendment, as applicable.

The Amendment makes the following changes to

the Transaction Documents:

Purchase Agreement. Upon the occurrence of the

Listing Event, Section 4.1 (Right of First Refusal) and Section 4.2 (Most Favorable Terms (MFN)) of the Purchase Agreement are each deleted

in their entirety and replaced with “Reserved.” In addition, Exhibit A-2 (Form of Note Two) and Schedule I (Securities to

be Purchased) to the Purchase Agreement are each replaced in their entirety.

Amendments to Previously Issued Notes. Per the

Amednment, the Senior Secured Convertible Promissory Note (One), dated August 31, 2026, and the Senior Secured Convertible Promissory

Note (Three), dated September 4, 2026 (together, the “Amended Notes”), are each amended by replacing Section 1(g) thereof

to provide that, on the date of the Listing Event, the Company shall pay to the Holder 105% of the outstanding principal amount plus all

accrued interest and all other amounts, costs, fees, expenses, indemnification and other damages due under the Transaction Documents.

Section 2(e) (Conversion Into Series C Preferred Stock) of each Amended Note is deleted in its entirety and replaced with “Reserved.”

Amendments to Registration Rights Agreement. Per

the Amednment, the Registration Rights Agreement, dated September 4, 2026, is amended by replacing the definitions of “Filing Date”

and “Registrable Securities” in Section 1(a)(i) thereof. The amended “Filing Date” definition provides that, with

respect to the Initial Registration Statement, the filing date is the 60th day following the date of the Listing Event. The

amended “Registrable Securities” definition limits registrable securities to shares of Common Stock issued or issuable in

connection with the Warrants.

Senior Secured Convertible Promissory Note

(Two-A)

In connection with the Amendment, on September

28, 2026, the Company issued to the Purchaser a Senior Secured Convertible Promissory Note (Two-A) in the original principal amount of

$1,388,888.89 (“Note Two-A”), with a purchase price of $1,250,000.00 (reflecting an original issue discount of $138,888.89).

Note Two-A bears interest at a rate of 10% per annum (of which one year’s interest is guaranteed) and matures on September 28, 2027,

subject to automatic acceleration to the 30th day following the Lock-Up Termination Date (as defined therein). Additionally,

prior to the Listing Event (as defined in the Senior Secured Convertible Promissory Note (Two-A), Note Two-A is convertible into shares

of Common Stock at the option of the Holder at a conversion price equal to the lower of (i) 4.5885 or (ii) during the continuation of

a Default or Event of Default, 95% of the lowest VWAP during the five consecutive trading days immediately preceding the conversion date,

subject to a 9.99% beneficial ownership limitation. Following the date of the Listing Event, the Holder shall not be permitted to convert

the Note into shares of Common Stock of the Company (as further set forth in Note Two-A).

Commencing on the earlier of (i) the Listing

Event or (ii) the date on which the Blue Cloud Shares (as defined in Note Two-A) are freely tradeable without restriction (no later than

February 28, 2027), the Company is required to make monthly amortization payments of principal. The Company may, subject to satisfaction

of the Equity Payment Conditions (as defined in Note Two-A), make amortization and interest payments in shares of Common Stock at the

Amortization Price.

Lock-Up Agreement

In connection with the Amendment, on September

28, 2026, the Company entered into a Lock-Up Agreement (the “Lock-Up Agreement”), with the Purchaser and certain holders of

the Company’s securities. Pursuant to the Lock-Up Agreement, certain holders of the Company’s securities agreed not to offer,

sell or otherwise transfer Lock-Up Securities during the Lock-Up Period (as set forth therein), subject to customary exceptions for gifts,

transfers to family members or trusts, transfers to affiliates, and certain other permitted transfers.

Share Purchase Side Letter

In connection with the Amendment, on September

28, 2026, the Company entered into a Side Letter (the “Side Letter”) with the Purchaser, pursuant to which the Purchaser committed

to purchase shares of Common Stock or Units (consisting of shares of Common Stock and warrants) in the Listing Event Offering, subject

to the satisfaction of certain conditions, including that no Event of Default has occurred and is continuing, the Company has complied

with all obligations under the Transaction Documents, representations and warranties remain true and correct, and the shares to be purchased

are registered under an effective registration statement.

The foregoing summaries of the Amendment, Note

Two-A, the Lock-Up Agreement and the Side Letter do not purport to be complete and are qualified in their entirety by reference to such

documents, copies of which are filed as Exhibits 10.4, 10.5, 10.6 and 10.7 to this Current Report on Form 8-K and incorporated herein

by reference.

Item 3.02. Unregistered

Sales of Equity Securities.

The information set forth in Item 1.01 of

this Current Report on Form 8-K regarding the issuance of Note Two-A is incorporated herein by reference. The securities were

offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as

amended, and Rule 506 of Regulation D promulgated thereunder. The Purchaser represented that it is an “accredited

investor” as defined in Rule 501(a) under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Securities Purchase Agreement, dated August 31, 2026 (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 3, 2026).

10.2

Senior Secured Convertible Promissory Note One, dated August 31, 2026

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 3, 2026).

10.3

Security Agreement, dated August 31, 2026 (incorporated by reference

to Exhibit 10.3 to the Current Report on Form 8-K filed on September 3, 2026).

10.4

Amendment No. 1 to the Securities Purchase Agreement, dated September

28, 2026.

10.5

Senior Secured Convertible Promissory Note (Two-A), dated September

28, 2026.

10.6

Lock-Up Agreement, dated September 28, 2026.

10.7

Share Purchase Side Letter, dated September 28, 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: October 2, 2026

ConnectM Technology Solutions, Inc.

By:

/s/

Bhaskar Panigrahi

Name:

Bhaskar Panigrahi

Title:

Chief Executive Officer

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: tm2626698d1_ex10-4.htm · Sequence: 2

Exhibit 10.4

19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • legal@ascentpartnersllc.com

To: ConnectM Technology Solutions, Inc.

2 Mount Royal Avenue

Suite 550

Marlborough, MA 01752

Attention: Bhaskar Panigrahi

CEO

September 28, 2026

Re: Amendment No. 1

Dear Mr. Panigrahi:

Reference is made to the Securities Purchase

Agreement, dated as of August 31, 2026 (as modified to the date hereof, the “Purchase Agreement”; capitalized

terms used but not defined herein are used as defined in the Purchase Agreement, including by reference in Schedule II thereof

to definitions in other Transaction Documents), by and between ConnectM Technology Solutions, Inc. (together with its successors

and permitted assigns, the “Company”), and Ascent Partners Fund LLC, a Delaware limited liability company, as Purchaser

(the “Purchaser”).

Subject to the terms and conditions set forth

herein, and effective on the later of (i) the date hereof and (ii) the date of payment of all Obligations due on or before,

but after giving effect to, the effective date of this amendment (including payment of all costs, expenses and fees due under any Transaction

Document after giving effect to this amendment and invoiced prior to such effective date) (the “Amendment Effective Date”),

the following Transaction Documents are hereby amended as follows:

Purchase Agreement

· Upon

the occurrence of the Listing Event, Section 4.1 (Right of First Refusal) of

the Purchase Agreement is hereby deleted in its entirety and replaced with “Reserved”:

· Upon

the occurrence of the Listing Event, Section 4.2 (Most Favorable Terms (MFN))

of the Purchase Agreement is hereby deleted in its entirety and replaced with “Reserved”:

· Exhibit A-2

(Form of Note Two) to the Purchase Agreement is hereby replaced in its entirety

with the contents of Exhibit A-2 (Form of Note Two) hereto.

· Schedule

I to the Purchase Agreement is hereby replaced in its entirety with the contents of Schedule

I hereto.

Notes

· The

Senior Secured Convertible Promissory Note (One), dated August 31, 2026, and the Senior

Secured Convertible Promissory Note (Three), dated September 4, 2026, issued by the

Company to Purchaser (together, the “Amended Notes”), are each hereby

amended by replacing Section 1(g) thereof with the following:

g)            Repayment

Upon Listing Event. On the date of the Listing Event the Company shall pay the amounts owing under this Note in immediately available

cash to the Holder, by paying (a) 105% of the principal amount of this Note and all accrued interest outstanding as of such time

on such principal amount (including any Minimum Interest Amount remaining outstanding on such principal amount as of such time) not previously

converted prior to the date of the Listing Event, together with (b) all other amounts, costs, fees (including all Late Fees and

Late Delivery Fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder or any other Purchaser

Party in respect of this Note or any other Transaction Document.

· Section 2(e) (Conversion

Into Series C Preferred Stock) of each Amended Note is hereby deleted in its entirety

and replaced with the term “Reserved”:

Registration Rights Agreement

· The

Registration Rights Agreement, dated September 4, 2026, between the Company and the

Purchaser (the “Registration Rights Agreement”), is hereby amended by

deleting the definitions of “Filing Date” and “Registrable Securities”

in Section 1(a)(i) thereof and replacing the same with the following:

“Filing Date” means,

(i) with respect to the Initial Registration Statement, the 60th day following the date of the Listing Event, (ii) with

respect to any additional Registration Statements which may be required pursuant to clauses (ii) (Registration Statements; Additional)

or (iii) (Registration Statements; Piggyback Registrations) below, the earliest practical date on which the Company is permitted

by SEC Guidance to file such additional Registration Statement related to the Registrable Securities and (iii) with respect to any

Registration Statement to be filed pursuant to clause (iv) (Registration Statements; Demand) below, the later of (A) the “Filing

Date” for the Initial Registration Statement and (B) if applicable, the earlier of (1) sixty (60) days after the filing

of a registration statement covered by clause (ii) (Registration Statements; Additional) below that relates to an underwritten primary

offering of Securities of the Company or (2) the date such offering has been withdrawn.

“Registrable Securities”

means, as of any date of determination, all shares of Common Stock then issued or issuable to the Holder under or in connection with

Warrant, including (a) all shares of Common Stock then issued and issuable upon exercise in full of any Warrant (assuming on such

date such Warrant is exercised in full without regard to any exercise limitations therein), (d) all shares of Common Stock then

issued and issuable in connection with any anti-dilution or remedies provisions under any Warrant (without giving effect to any limitations

on conversion or exercise therein), and (c) any shares of Common Stock issued or then issuable upon any stock split, dividend or

other distribution, recapitalization or similar event with respect to the foregoing; for the avoidance of doubt, for purposes of this

definition, “Issuable Securities” refers only to the shares of Common Stock described in clauses (a) through (c), including

Common Stock issuable upon exercise of any Warrant; provided, that “Registrable Securities” shall cease to include (and the

Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto)

any Securities with respect to which, and for so long as, the following is true: (x) a Registration Statement with respect to the

sale of such Securities is declared effective by the SEC under the Securities Act and such Securities have been disposed of by the Holder

in accordance with such effective Registration Statement, (y) such Securities have been previously sold in accordance with Rule 144,

or (z) such Securities become eligible for resale without volume or manner-of-sale restrictions and without current public information

pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer

Agent and the Holder (assuming that such Securities and any Securities issuable upon exercise, conversion or exchange of which, or as

a dividend upon which, such Securities were issued or are issuable, were at no time held by any Affiliate of the Company), as reasonably

determined by the Company, upon the advice of counsel to the Company.

- 2 -

This amendment is a Transaction Document and

is limited as written.

As of the date first written above, each reference

in the Purchase Agreement, the Amended Notes or the Registration Rights Agreement, to “this Agreement,” “hereunder,”

“hereof,” “herein,” or words of like import, and each reference in the other Transaction Documents

to the Purchase Agreement, the Amended Notes or the Registration Rights Agreement (including, without limitation, by means of words like

“thereunder,” “thereof” and words of like import), shall refer to the Purchase Agreement or, as

the case may be, the Amended Notes or the Registration Rights Agreement as modified thereby, and the provisions in this amendment amending

the Purchase Agreement and or, as the case may be, the Amended Notes or the Registration Rights Agreement as modified thereby shall be

read together and construed as a single agreement with the Purchase Agreement or, as the case may be, the Amended Notes or the Registration

Rights Agreement as modified thereby. The execution, delivery and effectiveness of this amendment shall not, except as expressly provided

herein, (A) waive or modify any Default or Event of Default (whether or not existing on the date hereof), right, power or remedy

under, or any other provision of, any Transaction Document (in each case, other than any failure to comply with any provision of a Transaction

Document amended hereby that would not have been a failure if such Transaction Document had been amended as provided herein prior to

the date hereof) or (B) commit or otherwise obligate the Purchaser to enter into or consider entering into any other consent, waiver

or modification of any Transaction Document or make any further purchases or other advances pursuant to any Transaction Documents. This

amendment does not constitute a novation of the Amended Notes.

Each Company Party hereby agrees that it continues

to guaranty, jointly and severally, absolutely, unconditionally and irrevocably, pursuant to the Guaranty, as primary obligor and not

merely as surety, the full and punctual payment when due of the Obligations of any other Company Party owing under the Transaction Document

as modified hereby (subject to the limitations set forth in the Guaranty) and that the terms hereof shall not affect in any way its obligations

and liabilities, as expressly modified hereby, under the Transaction Documents. Each Company Party hereby reaffirms (a) all of its

obligations and liabilities under the Transaction Documents as modified hereby, and agrees that such obligations and liabilities shall

remain in full force and effect and (b) all Liens granted under the Transaction Documents, and agrees that such Liens shall continue

to secure the Obligations.

In further consideration for the execution of

this amendment by the Purchaser and without limiting any rights or remedies the Purchaser or any Purchaser Parties may have, each Company

Party hereby releases each of the Purchaser and the Purchaser Parties (each a “Releasee” and, collectively, the “Releasees”)

against any and all claims and from any other Losses of any Company Party or any Subsidiary thereof, whether or not relating to any Transaction

Document, any obligation or liability owing thereunder, any asset of any Company Party or any of their Subsidiaries or Affiliates, or

any legal relationship that exists or may exist between any Releasee and any Company Party or any Subsidiary of any Company Party. Each

Company Party, each for itself and for its Subsidiaries, acknowledges and agrees that it or its Subsidiaries may discover information

later that could have affected materially their willingness to agree to the release in this paragraph and that neither such possibility,

which it took into account when executing this amendment, nor such discovery, as to which it expressly assumes the risk, shall affect

the effectiveness of the release in this paragraph, and waives the benefit of any legal requirement that may provide otherwise.

- 3 -

As a Transaction Document, this amendment is

subject to various interpretative and miscellaneous sections set forth in the Purchase Agreement and other Transaction Documents that

apply expressly to all Transaction Documents, located principally Article V (Miscellaneous) of the Purchase Agreement (but

also, without limitation, in Section 4.8 (Indemnification of each Purchaser Party) thereof), including Section 5.2

(Fees and Expenses) thereof (which provides, without limitation, reimbursement to the Purchaser Parties for fees, costs and expenses

of negotiation, preparation, execution and signing of this amendment or otherwise relating to this amendment or the transactions contemplated

herein) and Sections 5.3(a) (Entire Agreement), 5.3(b) (Amendments), 5.3(c) (Beneficiary, Successors and Assigns),

5.3(d) (No Implied Waivers or Notice Rights), 5.3(e) (Counterparts), 5.3(f) (Electronic Signatures), 5.4 (Notices),

5.7 (Severability) and 5.15 (Interpretation) (containing various interpretative provisions and additional definitions) thereof. In

addition, without limitation, (a) Section 5.6 (Governing Law; Courts) thereof provides that this amendment shall be

governed by and construed in accordance with the laws of the State of Delaware and that Proceedings in respect hereto shall be brought

exclusively in the Delaware state courts sitting in Wilmington, DE or the federal courts for the District of Delaware sitting in Wilmington,

DE (subject to certain exceptions for enforcement Proceedings brought by the Purchaser or any Purchaser Party) and (b) in Section 5.16

(Waiver of Jury Trial and Certain Other Rights), the parties thereto (which include the parties hereto) thereby irrevocably and

unconditionally waived, to the fullest extent permitted by applicable Regulations, any right that they may have to trial by jury of any

claim or cause of action or in any Proceeding, directly or indirectly based upon or arising out of, under or in connection with, this

amendment or the transactions contemplated therein or related thereto (whether founded in contract, tort or any other theory). The

parties hereto hereby reaffirm all of these and all other provisions of the Transaction Documents applying to the Transaction Documents

as applying to this amendment, all of which are hereby incorporated herein by reference. If the Amendment Effective Date has not occurred

within two Business Days after the date hereof, the Purchaser may, in its sole discretion upon notice to the Company, elect to terminate

this amendment, at which point this amendment will be of no further force and effect.

[Signature

Pages Follow]

- 4 -

This amendment may be executed in counterparts, which may be effectively

transmitted by fax or e-mail (in each case return receipt requested and obtained) and which, together, shall constitute one and the same

instrument.

Very truly yours,

ASCENT PARTNERS FUND LLC,

as Purchaser

By:

Name:

Title:

Accepted and Agreed

As of the Date First Written Above:

CONNECTM TECHNOLOGY SOLUTIONS, INC.,

as Company

By:

Name:   Bhaskar Panigrahi

Title:     Authorized Officer

- 5 -

[EXHIBIT A-2

Form of Note Two]

- 6 -

SCHEDULE I

SECURITIES TO BE PURCHASED AT THE INITIAL CLOSING

AND ADDITIONAL CLOSINGS

For the avoidance of doubt, only Note One

listed below is to be purchased at the Initial Closing. Note Two-A, Note Two-B, Note Three and the Warrants listed below, and any additional

Notes or Warrants agreed upon by the parties, are to be purchased only at Additional Closings.

Initial Principal

Amount

Original Issue

Discount

Purchase Price

Note One

$ 228,571.43

$ 28,571.43

$ 200,000.00

Note Two-A

$ 1,388,888.89

$ 138,888.89

$ 1,250,000.00

Note Two-B

$ 1,388,888.89

$ 138,888.89

$ 1,250,000.00

Note Three

$ 2,628,571.43

$ 328,571.43

$ 2,300,000.00

Number

Purchase

Price

Warrants

—

N/A

- 7 -

EX-10.5 — EXHIBIT 10.5

EX-10.5

Filename: tm2626698d1_ex10-5.htm · Sequence: 3

Exhibit 10.5

NEITHER THIS SECURITY NOR THE SECURITIES INTO

WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

OR APPLICABLE STATE SECURITIES REGULATIONS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE

OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS.

THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN

ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN FROM AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER

THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE

DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), BHASKAR PANIGRAHI, A REPRESENTATIVE OF THE COMPANY

WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED

IN TREASURY REGULATION §1.1275-3(b)(1)(i). BHASKAR PANIGRAHI MAY BE REACHED AT (617) 395-1333 , Bhaskar@connectm.com.

SENIOR

SECURED CONVERTIBLE PROMISSORY NOTE (TWO-A)

DUE

SEPTEMBER 28, 2027

Issued on: September 28, 2026

Principal Amount: $1,388,888.89

Purchase Price: $1,250,000.00

This Senior Secured Convertible Promissory

Note is duly authorized and validly issued on the date set forth above (such date, regardless of any transfers of any Note and regardless

of the number of instruments which may be issued to evidence such Note, being the “Original Issue Date”) by ConnectM

Technology Solutions, Inc., a Delaware corporation, (together with any successors and, if permitted, assigns, the “Company”),

designated as its Senior Secured Convertible Promissory Note due September 28, 2027 (this “Note”), and issued

and sold by the Company pursuant to the Securities Purchase Agreement, dated as of August 31, 2026, by and among the Company, the

other Company Parties and Ascent Partners Fund LLC (together with its successors and registered assigns, the “Holder”),

a Delaware limited liability company (the “Purchase Agreement”; capitalized terms used but not otherwise defined herein

are used as defined in the Purchase Agreement on the date hereof, including by reference to definitions in other Transaction Documents

in Schedule II thereof, with such amendments as may be acceptable to the Holder in its sole discretion). This Note is entered

into pursuant to the Purchase Agreement and is subject to the terms and conditions thereof.

FOR VALUE RECEIVED, the Company promises

to pay to the order of the Holder the principal amount first written above on September 28, 2027 (the “Maturity Date”)

in full in cash (subject to the conversion provisions hereof) or on such earlier date as this Note is required or permitted to be repaid

as provided hereunder, in each case together with all accrued but unpaid interest thereon and all other Obligations and otherwise to

pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note and such other Obligations

in accordance with the provisions hereof. Amounts repaid will not be advanced again. Notwithstanding the foregoing, the Maturity Date

shall automatically be accelerated to the thirtieth (30th) day following the Lock Up Termination Date (as defined below).

“Lock Up Termination Date”

means the date the lock up period set forth in Section 2.2 of the Share Swap Agreement (as defined below) ends in respect of the

160,000,000 equity shares of Blue Cloud Softech Solutions Limited issued to the Company pursuant to the terms thereof (collectively,

the “Blue Cloud Shares”).

“Share Swap Agreement”

means that certain Share Swap Agreement, dated April 6, 2026, between Blue Cloud Softech Solutions Limited, the Company and AstraBridge

Inc.

This Note is subject to the

following additional provisions:

Section 1.      REPAYMENT

a)            Amortization

of Principal. Commencing on the earlier to occur of (i) the Listing Event or (ii) the date on which the Blue Cloud Shares

are freely tradeable without restriction (no later than February 28, 2027) and continuing on the first day of each calendar month

thereafter (each an “Amortization Payment Date”), the Company shall pay in full the portion of the principal amount

of this Note set forth on Schedule 2 opposite such date (each, an “Amortization Payment”). Each Amortization

Payment may, at the option of the Company but subject to the satisfaction of the Equity Payment Conditions on the date of such Amortization

Payment (or due waiver by the Holder), be made instead of cash, in Common Stock valued at the Amortization Price on the date of such

payment (together with any other share of Common Stock issued upon any conversion, redemption, or amortization of this Note, and shares

of Common Stock issued and issuable in lieu of the cash payment of interest on this Note in accordance with the terms of this Note, the

“Conversion Shares”). In addition, the Company shall pay in full on the Maturity Date all remaining Obligations then

outstanding. “Amortization Price” means, as of any date, the lower of (i) the Conversion Price on such date and

(ii) 95% of the lowest VWAP in the ten (10) trading days prior to such date.

“Equity Payment Conditions”

means, as of any date, (a) no Default or Event of Default is continuing, (b) the Common Stock is trading on its Principal Trading

Market and all of the Conversion Shares are listed or quoted for trading in such Principal Trading Market and comply with all of the

conditions for such listing or quotations (and the Company reasonably believes that trading of the Common Stock on such Principal Trading

Market will continue uninterrupted, and shall continue to comply with the conditions for listing or quotation for trading in such Principal

Trading Market, for the 180 days following such date), (c) the Company has timely filed (or obtained extensions in respect thereof

and filed within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange

Act and the Company has met the current public information requirements of clause (c) of Rule 144 as of the end of the period

in question, (d) the average daily dollar trading volume of the Common Stock for the twenty (20) full trading days preceding such

date exceeds at least 10% of the initial principal amount of this Note, (e) the Common Stock is DWAC Eligible, (f) the issuance

price of the Common Stock exceeds both the Amortization Floor Price and the lowest floor allowed by such Principal Trading Market, (g)

the Common Stock does not constitute “penny stock” under and as defined in the Exchange Act and the corresponding Regulation,

and (h) all Conversion Shares are freely tradeable and registered under the Securities Act for unrestricted resale.

“Amortization Floor Price”

means a price of $1.00 per share of Common Stock.

“VWAP” means, for

or as of any date for any Security, the following:

(i)            the

dollar volume-weighted average price for such Security on the Principal Trading Market for such Security during the period beginning

at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “VWAP” function;

(ii)           if

Bloomberg does not report such a price, 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 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New

York time, as reported by Bloomberg; or

(iii)          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 Sale Price of any of the market makers for such Security on such date as reported in the “pink

sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC); or

(iv)          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.

“Closing Bid Price”

and “Closing Sale Price” means, for any Security as of any date:

(a) the last closing bid price and

last closing trade price, respectively, for such Security on the Principal Trading Market

for such Security, as reported by Bloomberg; or

(b) if such Principal Trading Market

begins to operate on an extended hours basis and does not designate the closing bid price

or the closing trade price (as the case may be), then the last bid price or last trade price,

respectively, of such Security prior to 4:00:00 p.m., New York time, as reported by Bloomberg;

on its Principal Trading Market, then the last closing bid price or last trade price, respectively,

of such Security on the principal Trading Market where such Security is listed or traded

as reported by Bloomberg; or

(d) if such Security no longer trades

on a Trading Market, the last closing bid price or last trade price, respectively, of such

Security in the over-the-counter market on the electronic bulletin board for such Security

as reported by Bloomberg; or

(e) if no closing bid price or last

trade price, respectively, is reported for such Security by Bloomberg, the average of the

bid prices, or the ask prices, respectively, of any market makers for such Security as reported

in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC); or

(f) if the “Closing Bid Price”

or the “Closing Sale Price” cannot be calculated for a Security on a particular

date based on the foregoing, the “Closing Bid Price” and the “Closing

Sale Price” of such Security on such date shall be the fair market value as mutually

determined by the Company and the Holder; or

(g) if the Company and the Holder

are unable to agree upon the fair market value of such Security, then such dispute shall

be resolved, and such fair market value (and therefore the “Closing Bid Price”

and “Closing Sale Price”) shall be determined, in accordance with the

procedures set forth in Section 6(d).

All such determinations shall be appropriately

adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such period.

b)            Mandatory

Prepayments. On the next business day following any Company Party or any Subsidiary of any Company Party consummating any public

or private offering or any other issuance of any Capital Stock or any other issuance of any Capital Stock (other than any issuance of

Common Stock to the general public), Stock Equivalents or of any other Securities or Indebtedness (including entering into any Equity

Line of Credit or issuing any Variable-Priced Equity-Linked Instrument) or any other debt or equity financing or capital-raising transaction

of any kind; including, without limitation, any sale or disposition of the Blue Cloud Share (each a “Subsequent Offering”)

on any date other than the Maturity Date, the Company shall, subject to the Holder’s conversion rights set forth herein, pay to

the Holder in cash an amount equal to 100% of the net proceeds of such Subsequent Offering to repay the Obligations (a “Mandatory

Prepayment Amount”). The Company shall provide notice to the Holder of the closing of such Subsequent Offering, including the

expected net proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering,

which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such

Subsequent Offering. The Holder may continue to convert the principal amounts to be prepaid under this Note until the date of consummation

of such Subsequent Offering; provided, that, if the Company does not provide such notice, in addition to all other remedies provided

under the Transaction Documents for failure to comply with this Note, the Holder may convert the Note in the amount of such payment and,

in its sole discretion, either return such payment or apply such payment to other outstanding Obligations, if any. In the event that

the terms of the Subsequent Offering do not provide for the repayment in cash in full of all outstanding Obligations, the Holder may

choose, in its sole discretion, to adjust the Conversion Price to match the price of the Common Stock issued or implied by such Subsequent

Offering. This Section 1(b) is merely a requirement to redeem this Note and not an authorization to consummate any Subsequent

Offering otherwise prohibited by the Transaction Documents.

c)            Voluntary

Prepayments. So long as no Default or Event of Default exists, at any time upon ten (10) business days’ prior written

notice to the Holder (which notice shall be a Transaction Document and constitute an irrevocable agreement to pay such amount on the

date set forth on such notice) stating the proposed date and proposed principal amount of such prepayment, but subject to the Holder’s

conversion rights set forth herein, the Company may prepay any portion of the principal amount of this Note, any accrued and unpaid interest,

and any other amounts due under this Note. If the Company exercises its right to prepay the Note, instead of such principal amount, the

Company shall pay to the Holder in cash an amount equal to the full Optional Prepayment Amount for such principal amount prepaid. The

Holder may continue to convert the principal amount of the Note to be prepaid after the date notice of the prepayment is given until

the date it receives such Optional Prepayment Amount in full in cash.

“Optional Prepayment Amount”

means, at any time with respect to any principal amount, the sum of (a) one hundred and ten percent (110%) of such principal amount

and all accrued interest hereon outstanding as of such time (including any Minimum Interest Amount remaining outstanding on such principal

amount as of such time) and (b) all other amounts, costs, fees (including all Late Fees and Late Delivery Fees), expenses, indemnification

and liquidated and other damages and other amounts due to the Holder or any other Purchaser Party in respect of this Note or any other

Transaction Document.

d)            Interest.

The Company shall pay interest to the Holder on the aggregate then-outstanding principal amount of this Note (and the then-outstanding

principal amount of any other Obligation owing that does not expressly provide for any other rate of interest, including any Obligation

to deliver Securities), which shall accrue daily at the rate of ten percent (10%) per annum from the date this Note is issued (or in

the case of any other Obligation, from the date such obligation becomes due and payable) through the date such principal amount or other

Obligation is paid in full; provided, that the Minimum Interest Amount shall be fully earned and accrued on the Original Issue

Date. Accrued interest shall replace and not add to the Minimum Interest Amount and all payments of such accrued interest shall cause

a corresponding reduction in any remaining Minimum Interest Amount. Accrued and unpaid interest shall be due and payable on the first

day of each calendar month, on each Conversion Date and on the Maturity Date, and as otherwise set forth herein. Any interest accrued

and unpaid on any principal amount, and any remaining Minimum Interest Amount on such principal amount, shall be due and payable upon

any repayment of such principal amount under this Note; provided, that, if such principal repayment is a regularly scheduled Amortization

Payment set forth on Schedule 2, any remaining Minimum Interest Amount shall be due and be payable (until such remaining Minimum

Interest Amount shall be fully paid) in the amounts and on the dates on which accrued interest would have been due if such Amortization

Payments had not been made and interest had accrued on such principal. Subject to satisfaction (or due waiver by the Holder) of the Equity

Payment Conditions on the date of such payment, interest (including any remaining Minimum Interest Amount) may be paid in Common Stock

in the Company’s discretion at the Amortization Price. Upon an Event of Default, the interest rate set forth hereunder shall increase

as provided in clause (e) below. The Minimum Interest Amount is intended to compensate the Holder for a lesser profit in

case of early repayment and for the internal and external work and expenditure of time and money involved in the evaluation and preparation

of the Transaction Documents and the consummation of the transactions contemplated thereunder. The Minimum Interest Amount is not to

be construed to cover or be applied against any indemnity or any out-of-pocket fees, costs or expenses incurred in any action to collect

any Obligation or to foreclose any Lien securing the same. This provision shall not affect or limit the Holder’s rights or remedies

with respect to any Event of Default.

“Minimum Interest Amount”

means 10% of the initial principal amount of this Note, which represents a full year of interest payments hereunder; provided,

that such amount shall be reduced by the amount of interest accrued hereunder on the principal amount of this Note.

e)            Default

Rate. Immediately on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived,

interest on this Note shall, in whole, automatically and without the need for any notice, demand or any other action by the Holder all

of which are hereby waived, accrue and be owed daily at an increased interest rate equal to the lower of twenty-four percent (24%) per

annum or the maximum rate permitted under applicable Regulations (the “Default Rate”). If an Event of Default (after

giving effect to notice periods and grace periods) occurs, the Default Rate shall become effective as of the date the Default that because

such Event of Default first occurred, without consideration for any notice provision or grace period.

f)             Late

Fee. The Company shall pay a late fee (each a “Late Fee”) on any Obligation, including any Obligation to deliver

any Security, that is not paid when due, in an amount equal to ten percent (10%) of such Obligation (which, in the case an Obligation

to deliver a Security, shall be payable in Securities of the same type), to the person owed such Obligation. This Late Fee shall be due

and payable immediately upon such failure. It is intended to cover the inconvenience and additional internal, administrative and other

fees, costs and expenses involved in processing delinquent payments and is not to be construed to cover or be applied against any indemnity

or any out-of-pocket fees, costs or expenses incurred in any action to collect any Obligation or to foreclose any Lien securing the same.

This provision shall not affect or limit the Holder’s rights or remedies with respect to any Event of Default. This obligation

to pay a Late Fee is a separate obligation and, once it has arisen hereunder, a failure to pay such Late Fee will not be cured implicitly

by any waiver of any Event of Default or similar event that may have caused the payment that gave rise to such Late Fee.

g)            Calculations

and Payment Provisions. All payments made to the Holder and the other Purchaser Parties under any Transaction Document, except as

otherwise expressly provided in any Transaction Document, shall be made in cash, which shall mean in immediately available dollars and

without set off or counterclaim. Interest and fees owing to any of them shall be calculated on the basis of a 360-day year consisting

of twelve thirty (30)-day periods, for the actual number of days occurring, in whole or in part, in the applicable period. The Holder

shall have the option to refuse or accept, in their sole discretion, any payment to the Holder or any other Purchaser Party attempted

to be made without a required notice, without a required Optional Prepayment Amount, a Minimum Interest Amount or a required fee. The

Holder may, in its sole discretion, apply or recharacterize any payment made under any Transaction Document to the payment of any outstanding

Obligation, regardless of the intended characterization thereof by any Company Party, including by recharacterizing a payment of principal

as a payment of an Optional Prepayment Amount, a Minimum Interest Amount or a required fee, even if this characterization results in

a smaller payment of principal. The Company hereby irrevocably waives the right to direct the application of any payment (or, after any

Event of Default, any proceeds of Collateral) to any Obligation. Whenever any payment under any Transaction Document shall be stated

to be due on a day other than a business day, such payment shall be due on the next succeeding business day, including for purposes of

the calculation of interest and fees. Any payment of any Obligation to the Holder or any other Purchaser Party, and any delivery of any

Security under any Transaction Document to the Holder or any other Purchaser Party, received after 3 p.m. on any day shall be deemed

received (i) on the next business day, in the case of any such payment and (ii) on the next trading day, in the case of any

such delivery. Each determination by the Holder of an amount of interest or fee due hereunder shall be conclusive and binding for all

purposes, absent manifest error.

Section 2.      Conversion

a)            Voluntary

Conversion. At any time after the Original Issue Date, all Obligations with respect to this Note shall be convertible, in whole or

in part, into shares of Common Stock at the option of the Holder, in its sole discretion, at any time and from time to time (subject

to the conversion limitations set forth in Section 2(d) (Beneficial Ownership Limitation). Notwithstanding the foregoing,

following the date of the Listing Event, the Holder shall not be entitled to convert the Obligations of this Note pursuant to this Section 2(a).

For the avoidance of doubt, it is understood that if the Listing Event does not occur all Obligations with respect to this Note shall

remain convertible pursuant to this Section 2(a). The Holder shall effect conversions by delivering to the Company a conversion

notice, the form of which is attached hereto as Annex A (each, a “Conversion Notice”), specifying therein the

amount of such Obligations to be converted and the date on which such conversion must be effected (such date, the “Conversion

Date”). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion

Notice is deemed delivered hereunder. The form Conversion Notice attached hereto as Annex A sets forth the totality of the procedures

required of the Holder in order to convert this Note. Without limiting the foregoing, no ink-original Conversion Notice shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required in order to

convert this Note. No additional document (including legal opinion), other information or instructions shall be required of the Holder

to convert the Note. The Company shall honor conversions of the Note and shall deliver the Common Stock on the Conversion Date in accordance

with the terms, conditions and time periods set forth in this Note and the other Transaction Documents. To effect conversions hereunder,

the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus

all accrued and unpaid interest thereon, has been converted. Conversions hereunder shall have the effect of lowering the outstanding

principal amount of this Note by an amount equal to the applicable conversion. The Holder and the Company shall maintain a conversion

schedule in the form, and containing at a minimum the information shown on, Schedule 1, and showing historically, among other

things, the principal amounts converted and the date of such conversions. The Company may deliver an objection to any Conversion Notice

within one (1) business day of delivery of such Conversion Notice. In the event of any dispute or discrepancy, the records of the

Holder shall be controlling and determinative in the absence of manifest error.

b)            Conversion

Price. The conversion price in effect on any Conversion Date shall be equal to the lower of (i) $ 4.5885 and (ii) if the

applicable Conversion Notice was delivered during the continuation of a Default or Event of Default, 95% of the lowest VWAP of the Common

Stock during the period lasting five (5) consecutive trading days and ending on, and including, the trading day immediately preceding

the date of such delivery (the “Conversion Price”). The price set forth in clause (i) of the definition

of “Conversion Price”, along with the resulting price set forth in clause (i) of the definition of “Amortization

Price”, will be proportionately adjusted for any stock dividend, stock split, stock combination, reclassification or similar

transaction that decreases or increases the number of shares of Common Stock issued to ensure that, in the case of the Conversion Price,

the percentage of shares of Common Stock received by the Holder upon full conversion at the Conversion Price and, in each case, that

the percentage of the value of the Company allocated to such Common Stock, both remain unchanged by any such transaction. Any reference

herein to an adjustment of the Conversion Price or the Amortization Floor Price shall mean an adjustment to such clauses. Upon such adjustment,

the Conversion Price and the Amortization Floor Price shall be rounded down to the nearest $0.01.

c)            Mechanics

of Conversion.

i.              Conversion

Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be

determined by the quotient obtained by dividing (x) the Obligations to be converted by (y) the Conversion Price.

ii.             Delivery

of Certificate Upon Conversion. Not later than one (1) trading day after each Conversion Date (the “Share Delivery

Deadline”), the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the

Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the

need for current public information and the Company has received an opinion of counsel to such effect, which such opinion must be acceptable

to the Holder in its sole and absolute discretion (which opinion the Company shall be responsible for obtaining at its sole cost and

expense) shall be free of restrictive legends and trading restrictions, representing the number of Conversion Shares being acquired upon

the conversion of this Note. If requested by the Holder in its sole discretion, the Company shall pay any available rush or expedited

delivery fee to ensure faster processing or faster delivery of any such certificate. Each certificate required to be delivered by the

Company under this Section 2(c) shall be delivered electronically through DTC or another established clearing corporation

performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under

Rule 144 without the need for current public information, or there is no registration statement in effect covering the Conversion

Shares, the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:

“THE ISSUANCE AND SALE OF

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE

SECURITIES REGULATIONS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN

EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH

COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS

SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Notwithstanding the foregoing, commencing

on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements,

the Company, upon request by the Holder and at the sole cost and expense of the Company, shall obtain a legal opinion that is acceptable

to the Holder in its sole and absolute discretion, to allow for such sales under Rule 144.

iii.            Reservation

of Conversion Shares. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued

shares of Common Stock a number of shares at least equal the Reserve Amount for the sole purpose of issuance of Issuable Securities to

the Holder under and as provided in the Transaction Documents, free from preemptive rights or any other actual contingent purchase rights

of persons other than such Holder and such other holders. The Company covenants that all shares of Common Stock that shall be so issuable

shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The Company shall calculate and readjust the Reserve

Amount on the first business day of each month so long as any Purchased Security remains outstanding.

iv.            Fractional

Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any

fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election,

either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price

or round up to the next whole share.

v.             Transfer

Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without

charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such

certificates, provided, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer

involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so

converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting

the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company

that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Conversion Notice.

vi.            Failure

to Deliver Certificates. If, in the case of any Conversion Notice, such certificate or certificates are not delivered to or as directed

by the applicable Holder by the Share Delivery Deadline, the Holder shall be entitled to elect by written notice to the Company at any

time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly

return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock

certificates issued to the Holder pursuant to the rescinded Conversion Notice.

vii.           Obligation

Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with

the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, the existence

of any Default or Event of Default, any waiver or consent with respect to any provision hereof, the recovery of any judgment against

any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged

breach by the Holder or any other person of any obligation to the Company or any violation or alleged violation of Regulations by the

Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to

the Holder in connection with the issuance of such Conversion Shares; provided, that such delivery shall not operate as a waiver

by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert

any or all of the outstanding principal or interest amount hereof, the Company may not refuse conversion based on any claim that the

Holder or anyone associated or affiliated with the Holder has been engaged in any violation of Regulation, Contractual Obligation or

for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part

of this Note shall have been sought. If the injunction is not granted, the Company shall promptly comply with all conversion obligations

herein. If the injunction is obtained, the Company must post a surety bond for the benefit of the Holder in the amount of one hundred

fifty percent (150%) of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in

effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder

to the extent it obtains judgment. In the absence of seeking such injunction, the Company shall issue Conversion Shares (or, where applicable

and required hereunder, cash), upon a properly noticed conversion.

viii.          Compensation

For Late Delivery. If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 2(c)(ii) by

the Share Delivery Deadline, the Company shall pay to the Holder, in cash, as partial damages and not as a penalty, a late delivery fee

(each a “Late Delivery Fee”) in an amount equal to $1,000 per trading day for each trading day after such Share Delivery

Deadline until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit the Holder’s right

to pursue, in addition to and not in substitution for, actual damages or declare an Event of Default for the Company’s failure

to deliver Conversion Shares within the period specified herein; and the Holder shall have the right to pursue all additional remedies

available to it hereunder, at law or in equity including a decree of specific performance and/or injunctive relief. The exercise of any

such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable

Regulation.

ix.            Buy-In,

Rescission or Late Delivery. In addition to any other rights available to the Holder, if the Company fails for any reason to deliver

to the Holder a number of shares of Common Stock (or a certificate thereof) by the deadline set forth in, and while strictly complying

with, the terms of this Note and the other Transaction Documents, the Holder may choose, in its sole discretion, on or after such deadline,

in addition to any other available remedy, to do any of the following (or any combination thereof), each of which will, if applicable,

void any related Conversion Notice to the extent thereof: (A) cancel such conversion and retain the unconverted Obligations, (B) purchase,

whether in an open market transaction or otherwise, whether directly or through a broker or other agent (a “Buy-In”),

a number of shares of Common Stock not to exceed the number of shares subject to such delivery failure, and, within three (3) business

days after receipt of such Holder’s request therefor and in such Holder’s discretion, the Company shall repay the Obligations

that would, in the absence of such failure to deliver such shares of Common Stock, have been repaid by paying to the Holder in cash an

amount equal to the Holder’s total gross purchase price (including brokerage commissions, fees and other costs, fees and expenses,

if any) for such shares of Common Stock so purchased; (C) accept from the Company late delivery of shares of Common Stock after

such deadline (provided, that such acceptance shall not waive any right of the Holder, to damages or otherwise, caused by such

delay); or (D) require that the Company repay in cash all or some of the Obligations that would have been repaid in the absence

of such failure to deliver such shares of Common Stock, in an amount equal to (x) the number of shares of Common Stock that would

have been delivered to the Holder in the absence of such failure times (y) a price per share equal to the Closing Sale Price of

Common Stock on such deadline (or if such deadline is not a trading day, the trading day immediately preceding such day); provided,

that, in each case, the voiding of such Conversion Notice shall not affect the Company’s obligations to make any payments which

have accrued prior to the date of such notice pursuant to the terms of this Note or the other Transaction Documents. Nothing herein shall

limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including a decree of specific

performance or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common

Stock on such deadline as required pursuant to the terms of this Note and the other Transaction Documents.

x.             No

Limitation on Damages. More generally, nothing in this Section 2, including the availability of the option to convert

the Note, shall limit the Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 5

and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including a decree of specific

performance and/or injunctive relief. The exercise of any rights under this Section 2 shall not prohibit the Holder from

seeking to enforce damages pursuant to any other Section hereof or under applicable Regulation.

d)            Beneficial

Ownership Limitation. Anything else in the Transaction Documents notwithstanding, the Company shall not at any time effect any conversion

of principal or interest of this Note, and the Holder shall not have the right to convert at any time any principal or interest of this

Note, to the extent, and only to the extent, that after giving effect to the conversion set forth on the applicable Conversion Notice,

the Holder, together with the Holder’s Affiliates and any persons acting as a group together with the Holder or any of the Holder’s

Affiliates (collectively, the “Attribution Parties”), would beneficially own Common Stock in excess of 9.99% of the

number of shares of the Common Stock outstanding (as the same may be increased on decreased in accordance with this Section 2(d),

the “Beneficial Ownership Limitation”); provided, that the Holder may, with prior notice to the Company, decrease

such percentage and, if such percentage was previously decreased, the Holder may, upon not less than sixty-one (61) days’ prior

notice to the Company and effective at the end of such 61-day period, increase such percentage up to, and in any case not exceeding,

9.99%. When calculating the Beneficial Ownership Limitation, the number of shares of Common Stock beneficially owned by the Holder and

its Attribution Parties shall include the number of Conversion Shares issuable upon conversion of this Note with respect to which such

determination is being made, but shall exclude the number of shares of Common Stock issuable upon (i) conversion of the remaining,

unconverted principal amount of this Note beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or

conversion of the unexercised or unconverted portion of any other Securities of the Company subject to a limitation on conversion or

exercise analogous to the limitation contained herein (including any other Purchased Securities and any other warrants and other convertible

or exchangeable and similar Securities) and beneficially owned by the Holder or any of its Attribution Parties. No prior determination

pursuant to this Section 2(d) shall have any effect on the applicability of the provisions of this Section 2(d) with

respect to any subsequent determination. Except as set forth above, for purposes of this Section 2(d), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Note is

convertible (in relation to other Securities owned by the Holder together with any Attribution Parties) and of which principal amount

of this Note is convertible shall be in the sole discretion of the Holder. For purposes of this Section 2(d), in determining

the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in

the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the SEC, as the case

may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the

Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the

Holder, the Company shall promptly (and in any event within one (1) trading day) confirm in writing to the Holder the number of

shares of Common Stock then outstanding. Irrespective of such reliance, the Holder shall in its calculation give effect to the conversion

or exercise of Securities of the Company, including this Note, by the Holder or its Attribution Parties since the date as of which such

number of outstanding shares of Common Stock was reported. The provisions of this Section 2(d) shall not be strictly

interpreted in accordance with its terms as maybe necessary to correct any portion of this Section 2(d) that may be

defective or inconsistent with the intended beneficial ownership limitations contained herein as they relate to applicable Regulations

of the SEC or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained

in this Section 2(d) shall apply to a successor Holder of this Note.

Section 3.      Registration

of Transfers and Exchanges

a)            Different

Denominations. This Note is exchangeable for new notes of different denominations having, in the aggregate, the same principal amount

and otherwise the same terms, as may be requested by the Holder surrendering the same. No service charge or other amount will be payable

for such registration of transfer or exchange.

b)            Investment

Representations. This Note has been issued subject to certain investment representations of the original Holder and may be transferred

or exchanged only in compliance with applicable federal and state securities Regulations.

c)            Reliance

on Note Register. The Company shall maintain in its records a list of the Holders and of registration and transfers of the Note (the

“Note Register”). The initial Holder is listed herein. Any Holder may later notify in writing the Company of an assignment

or transfer and the Company shall notify such transfer in the Note Register. Failure by the Company to duly notify such transfer in the

Note Register shall not affect the validity of such assignment or transfer. Nevertheless, if the Company has not received notice of any

transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered as the

owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue.

Upon request by the Holder, the Company shall immediately execute and deliver to such Holder replacement Note or Notes, which may involve

executing multiple Notes with split amounts to reflect partial assignments. Promptly upon receipt of such replacement Note or Notes,

such Holder shall deliver the original Note back to the Company or, if the original Note is lost or stolen, provide an affidavit to the

Company to that effect.

Section 4.      RESTRICTED

PAYMENTS/EVENTS REQUIRING Adjustments

a)            Restricted

Payments. While this Note is outstanding, the Company shall not declare or make any Restricted Payment (or rights to receive Restricted

Payments). In the event that the Note is repaid at the time of such Restricted Payment, the Holder shall not be entitled to participate

in such Restricted Payment. If the Holder and the Company mutually agree, and the Note is not repaid at the time of such Restricted Payment,

then the Holder shall be entitled to participate in such Restricted Payment to the same extent that the Holder would have participated

therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Note (without regard to

any limitations on exercise hereof, including the Beneficial Ownership Limitation) immediately before the date of which a record is taken

for such Restricted Payment, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to

be determined for the participation in such Restricted Payment (provided, that to the extent that the Holder’s right to participate

in any such Restricted Payment would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be

entitled to participate in such Restricted Payment to such extent (or in the beneficial ownership of any shares of Common Stock as a

result of such Restricted Payment to such extent) and the portion of such Restricted Payment shall be held in abeyance for the benefit

of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

b)            Stock

Dividends and Stock Splits. If the Company, at any time while any Obligation is outstanding: (i) pays a stock dividend or otherwise

makes a Restricted Payment payable in shares of Common Stock on shares of Common Stock or any Stock Equivalents (which, for avoidance

of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, this Note),

(ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse

stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification

of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction

of which the numerator shall be the number of shares of Common Stock (excluding any shares held by the Company or any of its Subsidiaries)

outstanding immediately after such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately

before such event. Any adjustment made pursuant to this Section 4(b) shall become effective immediately after the record

date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after

the effective date in the case of a subdivision, combination or re-classification.

c)            Change

in Other Common Stock Equivalents. If prior to the Listing Event the purchase or exercise price provided for in any Common Stock

Equivalents, the additional consideration, if any, payable pursuant to any Common Stock Equivalents with respect to shares of Common

Stock, or the rate at which Common Stock may be acquired pursuant to any Common Stock Equivalents changes at any time (other than any

change to this Note or any other Purchased Securities), the Conversion Price and the Amortization Floor Price in effect at the time of

such increase or decrease shall be adjusted to account proportionately, for such change. For purposes of this Section 4(c),

if the terms of any Common Stock Equivalents are changed in the manner described in the immediately preceding sentence, then such Common

Stock Equivalents and the shares of Common Stock deemed issuable thereunder shall be deemed to have been issued as of the date of such

change. No adjustment pursuant to this Section 4(c) shall be made to the Conversion Price or the Amortization Floor

Price if such adjustment would result in an increase to the Conversion Price or, as the case may be, the Amortization Floor Price then

in effect.

d)            Dilutive

Issuances. If prior to the Listing Event, any Company Party or any Subsidiary thereof, at any time while any Obligation is outstanding

or the Holder has not yet received any Conversion Shares in connection with a conversion or is otherwise entitled to receive and has

not yet received Common Stock under any Transaction Document, shall conduct a Subsequent Offering of Common Stock or otherwise offer,

issue, Sell or offer or Sell any option to purchase, or sell or any right to reprice, any shares of Common Stock or any Common Stock

Equivalents (or announce any such offer, Sale or issue), in each case other than as part of an Exempt Issuance, at an effective price

per share that, after giving effect to any other adjustment provided in this Note, is less than the Conversion Price or the Amortization

Floor Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive

Issuance”) then, simultaneously with the consummation of each Dilutive Issuance the Conversion Price (or, as the case may be,

the Amortization Floor Price) shall be reduced (and only reduced) to equal the lower of (i) the Base Share Price and (ii) the

lowest VWAP of the Common Stock in the five (5) days immediately following such Dilutive Issuance. Such adjustment shall be made

whenever such shares of Common Stock or Stock Equivalents are issued. For the avoidance of doubt, it is understood and agreed that (i) if

a holder of the shares of Common Stock or Stock Equivalents so issued shall, at any time after the issuance, whether by operation of

purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options

or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective

price per share that is less than the Conversion Price or the Amortization Floor Price, such issuance shall be deemed to have occurred

for less than the Conversion Price or the Amortization Floor Price on such date of the Dilutive Issuance at such effective price. Such

adjustment shall be made whenever such shares of Common Stock or Stock Equivalents are issued and (ii) if such transaction shall

be a Variable Rate Transaction, it shall be deemed to have been entered into at the lowest possible conversion or exercise price therefor.

The Company shall notify the Holder, in writing, no later than the trading day following the public disclosure of the issuance or deemed

issuance of any shares of Common Stock or Stock Equivalents subject to this Section 4(d), indicating therein the applicable

issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive

Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to

this Section 4(d), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion

Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Notice.

e)            Fundamental

Transactions. Upon the occurrence of any Fundamental Transaction, the Holder, upon any subsequent conversion of this Note, shall

have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence

of such Fundamental Transaction (without regard to any limitation in Section 2(d) or Section 2(e) on

the conversion of this Note), any consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares

of Common Stock for which this Note is convertible (or holder of any equity Securities of any Company Party) immediately prior to such

Fundamental Transaction (without regard to any limitation in Section 2(d) or Section 2(e) on the conversion

of this Note) (the “Alternate Consideration”), including shares of Common Stock of any successor or acquiring corporation

or of the Company, in the case of a merger where it is the surviving entity. To the extent such Alternate Consideration includes Securities,

the Holder shall have the option to either treat the Note as converted on the date of consummation of such Fundamental Transaction and

obtain such Securities outright or adjust the Conversion Shares to include such additional Securities. For purposes of any such conversion,

the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount

of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company Parties

shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different

components of the Alternate Consideration. In a Fundamental Transaction where holders of Common Stock (or, as the case may be, Securities

of any Company Party) are given any choice as to the Alternate Consideration to be received in a Fundamental Transaction, then the Holder

shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental

Transaction. The Company shall cause any acquiring, successor, surviving or replacement entities in any Fundamental Transaction (the

“Successor Entity”) to become a Company Party effective immediately upon the consummation of such Fundamental Transaction

and shall become a party to all Transaction Documents in the same capacity and to the same extent as the Company Party involved in such

Fundamental Transaction and, if such Fundamental Transaction involves the Company, from and after the date of such Fundamental Transaction,

the provisions of this Note and the other Transaction Documents referring to the “Company” shall, without any further action,

refer instead to the Successor Entity or to both Companies, as appropriate. In the case of a Fundamental Transaction resulting in the

Company no longer being in existence, the Successor Entity shall succeed to all obligations of the Company and may exercise every right

and power of the Company and shall assume all of the Obligations of the Company with the same effect as if such Successor Entity had

been named as the Company herein. The parties hereto shall (either (x) if the Holder consents to receive, or to the extent possible

without the Holder receiving, material non-public information, prior to the closing of such Fundamental Transaction or (y) otherwise,

within thirty (30) calendar days after such closing) amend all Transaction Documents (or execute new Transaction Documents, including

replacement Notes and an assumption of the Company’s Obligations) to reflect such change; provided that the failure to amend

or execute any such Transaction Document shall not render this clause (e) ineffective. For the avoidance of doubt, this

clause (e) is not intended to permit any Fundamental Transaction. If the Holder consents to receive material non-public

information or, if and to the extent possible, without the Holder receiving material non-public information, the Company shall ensure

that the Holder approves all drafts of such amendments and new Transaction Documents prior to the consummation of, and as a condition

to the consummation of, such Fundamental Transaction. Without limitation, if the Fundamental Transaction involves the Company, the definition

of Conversion Shares and Conversion Price hereunder shall be adjusted to include Securities of the Successor Entity and to ensure the

new Notes of the Holder convert into Securities so as to protect the economic value of this Note, taking into account the relative values

of the existing and replacement Conversion Shares, and give the Holder upon conversion of this Note the Conversion Shares equivalent

to the Conversion Shares it would have received upon conversion of this Note prior to such Fundamental Transaction at an equivalent Conversion

Price.

f)             Calculations.

All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may

be. For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given

date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

g)            Notices

to the Holder.

i.              Adjustments

to Conversion Price and Amortization Floor Price. Whenever the Conversion Price or the Amortization Floor Price is adjusted pursuant

to any provision of this Section 4, the Company shall ensure that the event requiring such adjustment is publicly disclosed

within the time required by applicable SEC Regulations (and, if no such Regulation applies, before the trading day next following such

event) and, not later than one (1) trading day following such public disclosure, the Company shall deliver to each Holder a notice

setting forth the Conversion Price (or, as the case may be, the Amortization Floor Price) after such adjustment and setting forth a statement

of all of the facts requiring such adjustment and the calculation thereof. Notwithstanding anything in this Section 4 to

the contrary, no adjustment pursuant to this Section 4 shall increase the Conversion Price or the Amortization Floor Price

other than proportional increases upon the occurrence of a reverse stock split in accordance with Section 4(a). For the avoidance

of doubt, the Holder will be entitled to each such adjustment on the terms set forth in this Note whether or not the Company provides

such notice, and the calculation set forth in such notice shall not be binding on the Holder.

ii.             Notice

to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution or other Restricted Payment

in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of

the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe

for or purchase any shares of Capital Stock of any class or of any rights, (D) the approval of any stockholders of the Company shall

be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party,

any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock

is converted into other Securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency

maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall

appear upon the Note Register, after the public disclosure thereof but in any event at least twenty (20) calendar days prior to the applicable

record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of

such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the

Common Stock of record to be entitled to such dividend, distribution, Restricted Payment, redemption, rights or warrants are to be determined

or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective

or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares

of the Common Stock for Securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer

or share exchange; provided, that the failure to deliver such notice or any defect therein or in the delivery thereof shall not

affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to convert this

Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except

as may otherwise be expressly set forth herein.

Section 5.     Events

of Default

a)            “Event

of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event

shall be voluntary or involuntary or effected by Regulation or pursuant to any judgment, decree or order of any court, or any order,

rule or Regulation of any Governmental Authority):

i.              any

default in the payment of (A) the principal amount of this Note when due or (B) any interest, fees, liquidated damages or any

other Obligation owing to the Holder or any other Purchaser Party under any Transaction Document, within five (5) business days

after such principal, interest, fee, liquidated damage or other Obligation shall become due and payable, whether on the Maturity Date

or otherwise;

ii.             any

Company Party shall fail for any reason to comply with Section 1.2 (Deliveries), Article III (Negative Covenants), Section 4.4

(Disclosures) or Section 4.6 (Transfer Restrictions) of the Purchase Agreement or Section 1(b), Section 1(f) or

Section 2(c) (including Section 2(c)(iii)) of this Note or any other Section of this Note or any Transaction

Document that provides for an action after a notice period or that provides a specific period of time for the Company Parties to comply

with;

iii.            any

representation or warranty made by any Company Party in this Note, any other Transaction Document, any other Contractual Obligation with,

or any other report, financial statement, document, written statement or certificate made or delivered to, the Holder or any other Holder

Party shall be untrue or incorrect in any material respect as of the date when made or deemed made;

iv.            any

Company Party shall provide at any time notice to the Holder, including by way of public announcement, of such Company Party’s

intention to not honor any provision of this Note or any other Transaction Document (including requests for conversions of this Note

in accordance with the terms hereof);

v.             any

Company Party shall fail to observe or perform any other covenant, provision, or agreement contained in this Note or any other Transaction

Document which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) trading days after notice

of such failure sent by the Holder or by any other Holder Party to the Company and (B) ten (10) trading days after any Company

Party has become or should have become aware of such failure;

vi.            (A) a

breach, default or event of default (without regard for any cure period therefor provided therein) shall have occurred under any Indebtedness

of any Company Party or any Subsidiary of any Company Party having (individually or in the aggregate for all such Indebtedness) an aggregate

maximum principal amount or commitment greater than One Hundred and Fifty Thousand dollars ($250,000), or (B) any such Indebtedness

shall become or be declared due and payable prior to the date on which it would otherwise become due and payable;

vii.           a

breach, default or event of default (without regard to any grace or cure period provided in the applicable agreement, document or instrument

or any subsequent waiver or other modification thereto) shall have occurred under any other Contractual Obligation to which any Company

Party or any Subsidiary of any Company Party is obligated that, if determined adversely to any Company Party or any Subsidiary of any

Company Party, could reasonably be expected to result in any injunction affecting any Company Party or any Subsidiary of any Company

Party or any Loss to the Company Parties and their Subsidiaries in excess of Two Hundred and Fifty Thousand dollars ($250,000);

viii.          any

monetary judgment, writ or similar final process shall be entered or filed against any Company Party, any Subsidiary of any Company Party

or any of their assets for an injunction or for monetary damages of more than Two Hundred and Fifty Thousand dollars ($250,000), and

such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of forty-five (45) calendar days;

ix.            the

occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any asset of any Company Party or any

Subsidiary of any Company Party having an aggregate fair value or repair cost (as the case may be) in excess of Two Hundred and Fifty

Thousand dollars ($250,000) individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded

or discharged within thirty (30) days after the date thereof;

x.             (A) any

Company Party or any Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) of any Company Party shall commence

a case or other Proceeding under any bankruptcy, reorganization, conservatorship, arrangement, adjustment of debt, relief of debtors,

assignment for the benefit of creditors, moratorium, dissolution, insolvency, winding up, reorganization, arrangement, adjustment, protection,

relief or composition of debts or liquidation or similar Regulation of any jurisdiction relating to the Company or any such Subsidiary

or any Proceeding seeking the entry of an order for relief or the appointment of a custodian, receiver, receiver and manager, trustee,

liquidator or other similar official for it or for any of its assets, (B) any such case or other Proceeding shall be commenced against

any Company Party or any such Subsidiary by any other person and such case or other Proceeding is not dismissed within forty-five (45)

days after commencement, (C) any Company Party or any such Subsidiary shall be adjudicated insolvent or bankrupt or any order of

relief or other order approving any such case or other Proceeding is entered, (D) any Company Party or any such Subsidiary shall

generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts as they mature or shall make

a general assignment for the benefit of creditors, (E) any Company Party or any such Subsidiary thereof shall call a meeting of

its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (F) any Company Party or any such

Subsidiary, by any act or failure to act, shall expressly indicate its consent to, approval of or acquiescence in any of the foregoing

or takes any corporate or other action (including convening a meeting of the board) to authorize or otherwise for the purpose of effecting

any of the foregoing;

xi.            the

occurrence of any Change of Control;

“Change of Control”

means the occurrence of any of the following: (1) any person or group of persons (within the meaning of the Exchange Act) shall

have acquired legal or beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Exchange Act) of (x) 50%

prior to any initial public offering of the Common Stock and (y) 20% thereafter or more of the issued and outstanding Voting Stock

of any Company Party (whether on an as converted, fully diluted basis or without taking into account any potential conversion or dilution

of Stock Equivalents), other than by acquiring such Common Stock directly in an offering made to the general public, (2) during

any period of twelve consecutive calendar months, individuals who, at the beginning of such period, constituted the board of directors

of the Company (together with any new directors whose election by the board of directors of the Company or whose nomination for election

by the stockholders of the Company was approved by a vote of at least two-thirds of the directors then still in office who either were

directors at the beginning of such period or whose elections or nomination for election was previously so approved) cease for any reason

other than death or disability to constitute a majority of the directors then in office or (3) the Company shall cease to own and

control all of the economic and voting rights associated with all of the outstanding Capital Stock of the other Company Parties.

xii.           (A) the

Common Stock shall become “penny stock” as defined in Regulations for purposes of 3(a)(51) of the Exchange Act, (B) there

shall be no Trading Market for the Common Stock and the Common Stock shall not be eligible for listing or quotation for trading thereon

and shall not be eligible to resume listing or quotation for trading thereon within five (5) trading days or (C) the transfer

of shares of Common Stock through the DTC system shall become no longer available or shall be “chilled”;

xiii.          the

Company shall not meet the current public information requirements under Rule 144, and such failure is not cured, if it is possible

to cure it, within two (2) trading days after the expiration of the applicable grace period permitted under Rule 12b-25 of

the Exchange Act; or

xiv.          the

Company shall fail to deliver Common Stock by the Share Delivery Deadline upon conversion of any portion of this Note.

The clauses in the definition of “Event

of Default” above operate independently, so that any action or event that falls within any such clause shall constitute an

Event of Default regardless of, whether because of a grace period or threshold or otherwise, it falls outside the language of any other

clause.

“Default” means any event

which, with the passing of time or the giving of notice or both, would become an Event of Default.

b)            Remedies

Upon Event of Default. If any Event of Default occurs, then the outstanding principal amount of this Note and all other Obligations

shall become, at the Holder’s election in its sole discretion, in whole or in part (or, in the case of an Event of Default described

in Section 5(a)(x)(A) through (C), in whole, automatically and without the need for any notice, demand or any other

action by the Holder all of which are hereby waived), immediately due and payable, in cash (while remaining subject to the Holder’s

conversion option). In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives,

any presentment, demand, protest or other notice of any kind (other than the Holder’s election to declare such acceleration), and

the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all

other remedies available to it under applicable Regulations. Such acceleration may be rescinded and annulled by Holder at any time prior

to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full

payment pursuant to this Section 5(b). No such rescission or annulment shall affect any subsequent Default or Event of Default

or impair any right consequent thereon.

“Obligations” means

all amounts, indebtedness, obligations, liabilities, covenants and duties of every type and description owing by any Company Party from

time to time to the Holder or any other Purchaser Party under this Note or any other Transaction Document, whether direct or indirect,

joint or several, absolute or contingent, due or to become due, liquidated or unliquidated, secured or unsecured, now existing or hereafter

arising and however acquired (regardless of whether acquired by assignment), whether or not evidenced by any note or other instrument

or for the payment of money, including, without duplication, (i) the principal amount of the Note owing by the Company or any other

Company Party (including any Mandatory Prepayment Amount, any Optional Prepayment Amount and any Minimum Interest Amount owing hereunder),

(ii) all other amounts, fees (including all Late Fees and Late Delivery Fees), interest (including the Minimum Interest Amount and

interest accruing at the Default Rate), liquidated damages, commissions, charges, costs, expenses, attorneys’ fees and disbursements,

indemnities (including Losses and other amounts for which any Company Party is required to indemnify the Holder, or any other Purchaser

Party under the Purchase Agreement), reimbursement of amounts paid and other sums chargeable to any Company Party under any Transaction

Document or otherwise arising under any Transaction Document and (iii) all interest on any item otherwise qualifying as “Obligation”

hereunder, whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization

or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding.

Section 6.      Miscellaneous

a)            Notices.

Any and all notices or other communications or deliveries to be provided hereunder, including any Conversion Notice, shall be in writing

and delivered as set forth in Section 5.4 (Notices) of the Purchase Agreement. All notices and other communications delivered

hereunder shall be effective as provided in the Purchase Agreement.

b)            Absolute

Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which

is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note, without

set off or counterclaim, at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation

of the Company. This Note ranks at least pari passu with all Indebtedness and other obligations of the Company, and is not subordinated

to any such Indebtedness or other obligation.

c)            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 for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,

theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

d)            Dispute

Resolution.

i.              In

the case of a dispute between the Company Parties and the Holder relating to or in connection with - or, when an agreement between any

Company Party and the Holder is required hereunder, an inability to agree on - a Conversion Price, an Amortization Floor Price, a Closing

Bid Price, a Closing Sale Price, a VWAP or a fair market value (as the case may be) (including a dispute relating to the determination

of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party, by notice delivered

as provided in Section 6(a), (A) if by the Company, within two (2) trading days after the occurrence of the circumstances

giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such

dispute. If the Holder and the Company are unable to promptly resolve such dispute on or prior to the second (2nd) trading

day following such initial notice of such dispute, then, at any time thereafter, the Holder may, at its sole option, select an independent,

reputable investment bank to resolve such dispute.

ii.             The

Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with clause (d) and (B) written documentation (together with such copy of such submission, the “Required Dispute

Documentation”) supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York

time) by the fifth (5th) trading day immediately following the date on which such investment bank is selected hereunder (the

“Dispute Submission Deadline”). If either party fails to deliver all of the Required Dispute Documentation by the

Dispute Submission Deadline, then such party shall no longer be entitled to (and hereby waives its right to) deliver or submit any document

or other supporting evidence to such investment bank with respect to such dispute and such investment bank shall resolve such dispute

based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline.

Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the

Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection

with such dispute other than the Required Dispute Documentation.

iii.            The

Company and the Holder shall ensure that such investment bank determines the resolution of such dispute and notifies the Company and

the Holder of such resolution no later than ten (10) trading days immediately following the Dispute Submission Deadline. The costs,

fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute

shall be final and binding upon all parties absent manifest error.

iv.            The

Company Parties expressly acknowledge and agree that (A) this clause (d) constitutes an agreement to arbitrate between

the Company Parties and the Holder (and constitutes an arbitration agreement) and that the Holder is authorized to apply for an order

to compel arbitration in order to compel compliance with this clause (d), (B) the terms of this Note and each other applicable

Transaction Document shall serve as the basis for the selected investment bank’s resolution of any dispute resolved under this

clause (d), such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and

the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such

dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this

Note and any other applicable Transaction Documents, (C) as described in Section 6(e) (Governing Law; Courts),

the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this clause (d) to

any state or federal court and other Governmental Authorities in lieu of utilizing the procedures set forth in this clause (d) and

(D) nothing in this clause (d) shall limit the Holder from obtaining any injunctive relief or other equitable remedies

(including with respect to any matters described in this clause (d)).

e)            Governing

Law; Courts. As provided in Section 5.6 (Governing Law; Courts) of the Purchase Agreement, this Note, and all claims, disputes,

Proceedings (other than as set forth in clause (d) above) and matters related hereto or arising hereunder or arising from or

relating to the relationship among any of the parties hereto, are governed by, and shall be construed, interpreted and enforced exclusively

in accordance with, the laws of the State of Delaware (without giving effect to the conflict of laws provisions thereof to the extent

such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of

Delaware). Any such Proceeding shall be brought exclusively in the Delaware state courts sitting in Wilmington, DE or the federal courts

of the United States of America for the District of Delaware sitting in Wilmington, DE; provided, that the Holder and the other Purchaser

Parties may bring Proceedings in other jurisdictions to enforce this Note. The parties hereto have accepted such jurisdiction and

waived venue and other objections and have agreed to the means for service of process in such Section 5.6.

f)             Characterizations.

The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided

herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall

be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of

the Company (or the performance thereof).

g)            Payments

on Next Business Day. Whenever any payment Obligation shall be due on a day other than a business day, such payment shall be due

instead on the next succeeding business day.

h)            Payment

of Collection, Enforcement and Other Costs. In addition to, and not in substitution for and not to limit (but without duplication),

any other right to reimbursement under this Note or any other Transaction Document, (i) this Note is placed in the hands of an attorney

for collection or enforcement or is collected or enforced through any Proceeding or the Holder otherwise takes action to collect amounts

due under this Note or to enforce the provisions of this Note or (ii) there occurs any bankruptcy, reorganization, receivership

of the Company or other Proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall

pay all out-of-pocket costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,

reorganization, receivership or other Proceeding, including, but not limited to, attorneys’ fees and disbursements.

i)             Security

Interest. The Obligations of the Company Parties under this Note and the other Transaction Documents are secured by the Security

Agreement, as well as other Transaction Documents.

j)             Use

of Proceeds. All proceeds of the purchase of this Note and the other Purchased Securities shall be used as provided in the Purchase

Agreement.

k)            Interpretation.

This Note is a Transaction Document and as such is subject to various interpretative, amendment and third party beneficiary and other

miscellaneous provisions set forth in the Purchase Agreement that expressly apply to Transaction Documents, located principally in Article V

(Miscellaneous) thereof (including Section 4.4 (Disclosures) which, among other things, provides that the Holder shall

not receive material non-public information, has no duty of confidentiality with respect to any Company Party and may rely on such provisions

to trade this Note and restrict public disclosures of the name of the Holder, Section 5.15 (Interpretation) that provides,

among other things, that payments due on a day that is not a business day may be made on the next business day), as well as, without

limitation, set off provisions in Section 5.5 (Set Off) thereof whereby amounts owing hereunder may be set off against amounts

owed by the Holder and certain related entities, indemnification and expense reimbursement provisions in Sections 4.8 (Indemnification

of Each Purchaser Party) and 5.2 (Fees and Expenses) thereof that benefit the Holder, among others. In particular, without

limitation, (i) none of the terms or provisions of this Note may be waived, amended, supplemented or otherwise modified except in

accordance with Section 5.3(b) (Amendments) of the Purchase Agreement; provided, that this Note is subject to,

and may also be amended as provided in, Section 4.2 (Most Favorable Terms (MFN)) of the Purchase Agreement and (ii) as

described in Section 5.3(a) (Entire Agreement) of the Purchase Agreement, this Note and the other Transaction Documents

contain and constitute the entire agreement of the parties with respect to the subject matter hereof. Any Holder also benefits from various

provisions of the Purchase Agreement applicable to the “Purchaser” (whether by virtue of being the initial “Purchaser”

or any successor in interest thereto) and agrees to be bound by the provisions of the Purchase Agreement applicable to it in such capacity.

Finally, in addition to these provisions, unless otherwise expressly provided in any Transaction Document, “outstanding”

when referring in any Transaction Document to the principal amount owing under this Note shall mean “outstanding and unconverted.”

l)             Beneficiaries;

Successors and Assigns. As provided in Section 5.3(c) (Beneficiaries; Successors and Assigns) of the Purchase Agreement,

this Note shall be binding upon the successors and assigns of the Company and shall inure solely to the benefit of the Holder, each other

Purchaser Party, each Company Party, and each of their respective successors and, if permitted, assigns; provided, that no Company

Party may assign any part of this Note, or any right, obligation, benefit, title or interest hereunder except as authorized in the Purchase

Agreement.

m)           Counterparts.

As provided in clauses (e) (Counterparts) and (f) (Electronic Signatures) of Section 5.3 of the Purchase

Agreement, this Note may be executed in any number of counterparts, which may be signed and transmitted electronically.

n)            Severability.

As provided in Section 5.7 (Severability) of the Purchase Agreement, any provision of this Note being held illegal, invalid

or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other

provision of this Note or any part of such provision in any other jurisdiction, so long as the economic or legal substance of the transaction

contemplated hereby is not affected in any manner adverse to any party.

o)            Waiver

of Jury Trial. As provided in Section 5.16 (Waiver of Jury Trial and Certain Other Rights), each party hereto has irrevocably and

unconditionally waived, to the fullest extent permitted by applicable Regulations, trial by jury of any claim or cause of action or in

any Proceeding, directly or indirectly with respect to, or directly or indirectly based upon or arising out of, under or in connection

with this Note or any other Transaction Document or the transactions contemplated therein or related thereto (whether founded in contract,

tort or any other theory). Each party hereto (A) certifies that no other party, no Purchaser Party and no Affiliate of any of

them and no attorney, agent or other representative of any of the foregoing has represented, expressly or otherwise, that any person

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 Note by, among other things, the mutual waivers and certifications in this Section 6(o).

[Signature

Pages Follow]

witness whereof, each of the undersigned has duly executed this Note as of the date first written above.

ConnectM Technology Solutions, Inc.

By:

Name:

Title:

Accepted and Agreed:

ASCENT PARTNERS FUND LLC

By:

Name:

Title:

ANNEX A

TO PROMISSORY NOTE

CONVERSION NOTICE

The undersigned hereby elects

to convert principal under the Senior Secured Convertible Promissory Note (as the same may be amended or otherwise modified from time

to time, the “Note”; capitalized terms used but not defined herein are used as defined in the Note, including if defined

by reference to other agreements), due September 28, 2027, and issued by ConnectM Technology Solutions, Inc, a Delaware

corporation (together with its successors and, if permitted, assigns, the “Company”), into shares of common stock

(the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of

Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable

with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.

No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Conversion

Notice the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified

under Section 2 of the Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to

comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid

shares of Common Stock.

Conversion calculations:

Date to Effect Conversion:

Principal Amount of Note to be Converted:

Payment of Interest in Common Stock __ yes __ no

If yes, $_____ of Interest Accrued on Account of Conversion at Issue.

Number of shares of Common Stock to be issued:

This Conversion Notice is

a Transaction Document and, as such is subject to various provisions of the Purchase Agreement applicable to Transaction Documents, including,

among others, choice of law, forum, and waiver of jury trial.

By:

Name:

Title:

Delivery Instructions:

Schedule

CONVERSION SCHEDULE

This Conversion Schedule is part of, and reflects

conversions made under Section 2 of, the Senior Secured Convertible Promissory Note, due on __________ and issued by _________________,

a ___________, in the original principal amount of $__________.

Dated:

Date

of Conversion

(or for first entry,

Original Issue Date)

Amount

of Conversion

Aggregate

Principal

Amount Remaining

Subsequent to

Conversion

(or original

Principal Amount)

Company

Attest

Schedule

Payment

Schedule

Month

Date

Principal

Interest

in Stock

in Cash

Remaining

Principal

Current

Month (Stub period)

EX-10.6 — EXHIBIT 10.6

EX-10.6

Filename: tm2626698d1_ex10-6.htm · Sequence: 4

Exhibit 10.6

Lock-up

Agreement

Ascent Partners Fund LLC

19505 Biscayne Blvd., Suite 2350

Aventura, FL 33180

As of September 28, 2026

Ladies and Gentlemen:

The undersigned understands that ConnectM Technology

Solutions, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”)

entered into a Securities Purchase Agreement (as modified from time to time, the “Purchase Agreement”) dated as of

August 31, 2026, with Ascent Partners Fund LLC, a Delaware limited liability company, as purchaser (together with each successor

and assign, including any other holder of Purchased Securities, the “Purchaser”), providing for the purchase (the

“Transaction”) of certain Purchased Securities, and, in connection therewith, entered into a registration rights agreement

with the Purchaser. Capitalized terms are used as defined in the Annex hereto (which is hereby incorporated and made a part of this agreement)

and other capitalized terms used but not defined in this agreement shall have the meanings ascribed to such terms in the Purchase Agreement,

including by reference in Schedule II thereof to definitions in other Transaction Documents.

To induce the Company to enter

into and consummate the Transaction, the undersigned hereby irrevocably enters into this Lock-Up Agreement (this “Agreement”)

with the Purchaser and agrees that, during the period (the “Lock-Up Period”) commencing on the date hereof and ending

on the commencement of the Uplisting Lock Up Period, the undersigned will not do any of the following, and will not publicly disclose

any intention to do any of the following: (1) offer, pledge or otherwise grant any Lien over, transfer, dispose of or otherwise Sell (or

enter into any option or other Contractual Obligation to transfer, dispose of or otherwise Sell), lend, in each case directly or indirectly,

any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, shares of Common Stock, or any other

Common Stock Equivalents, whether now owned or hereafter acquired by the undersigned (or any Affiliate of the undersigned) or with respect

to which the undersigned (or any Affiliate of the undersigned) has or hereafter acquires the power of disposition (collectively, the “Lock-Up

Securities”); (2) enter into any swap or other Derivative or other arrangement that transfers to another, in whole or in part,

any of the economic consequences of ownership of the Lock-Up Securities, in each case whether any such transaction described in clause

(1) or (2) above is to be settled by delivery of Securities, in cash or otherwise; or (3) make any demand for or exercise any right

with respect to the registration of any Lock-Up Securities.

Notwithstanding the foregoing, and subject to the conditions below,

the undersigned may transfer Lock-Up Securities in connection with:

1. transfers of Lock-Up Securities as a bona fide gift, by will or

intestacy or to a family member or trust for the benefit of the undersigned (for purposes of this lock-up

agreement, “family member” means any relationship by blood, marriage or adoption, not more

remote than first cousin); provided that the transferee agrees to be bound by the terms of this

agreement and signs and delivers to the Purchaser a lock-up agreement in the form hereof;

2. transfers of Lock-Up Securities to a charity or educational institution;

3. if the undersigned is a corporation, partnership, limited liability company

or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership

or other business entity that controls, is controlled by or is under common control with the undersigned

or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or

affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of

the undersigned as of the date of this Agreement, provided that the transferee agrees to be bound

by the terms of this agreement and signs and delivers to the Purchaser a lock-up agreement in the form

hereof;

4. if the undersigned is a trust, to a trustee or beneficiary of the trust

provided that any such transfer shall not involve a disposition for value, (ii) such transferee

agrees to be bound by the terms of this agreement and signs and delivers to the Purchaser a lock-up agreement

in the form hereof and (iii) no filing under Section 13 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”) or other public announcement shall be required

or shall be voluntarily made during the Lock-Up Period;

5. the receipt by the undersigned from the Company of shares of Common Stock

upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase

shares of Common Stock issued under an equity incentive plan of the Company or an employment arrangement

or the transfer or withholding of shares of Common Stock or any securities convertible into shares of

Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise

of options to purchase the Company’s securities, in each case on a “cashless” or “net

exercise” basis or to cover tax obligations of the undersigned in connection with such vesting

or exercise provided that (i) such shares are covered by this agreement and (ii) if

the undersigned is required to file a report under Section 13 of the Exchange Act reporting a reduction

in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall include

a statement in such schedule or report to the effect that such reduction is attributable to the “cashless”

or “net exercise” of the options or to cover tax withholding obligations of the undersigned

in connection with such vesting or exercise;

6. the establishment of a trading plan pursuant to Rule 10b5-1 under

the Exchange Act for the transfer of Lock-Up Securities provided that (i) such plan does

not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent

a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by

or on behalf of the undersigned or the Company regarding the establishment of such plan, such public

announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities

may be made under such plan during the Lock-Up Period;

7. the transfer of Lock-Up Securities that occurs by operation of law, such

as pursuant to a qualified domestic order or in connection with a divorce settlement, provided

that such transferee agrees to be bound by the terms of this agreement and signs and delivers to the

Purchaser a lock-up agreement in the form hereof, and provided further that any filing under Section 13

of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer

shall include a statement that such transfer has occurred by operation of law; and

8. the transfer of Lock-Up Securities pursuant to a bona fide third party

tender offer, merger, consolidation or other similar transaction made to all holders of shares of Common

Stock involving a change of control (as defined below) of the Company after the closing of the Transaction

and approved by the Company’s board of directors; provided that in the event that the tender

offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned

by the undersigned shall remain subject to the restrictions contained in this agreement. “change

of control” means the consummation of any bona fide third party tender offer, merger, amalgamation,

consolidation or other similar transaction the result of which is that any “person” (as defined

in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner

(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of

the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer

instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s

Lock-Up Securities except in compliance with this agreement.

This agreement shall terminate

and be void and no longer of further force and effect on the earlier of (i) the irrevocable payment in full in cash (or conversion) of

the Notes and all other Obligations, the full exercise, cancellation or termination of the Warrants and the full conversion, (ii) the

date of termination of the Purchase Agreement in accordance with its terms if the closing for the Transaction has not occurred before

the deadline set forth therein, and (iii) the commencement of the Uplisting Lock Up Period. Notwithstanding the foregoing, this agreement

is a Transaction Document and is subject to certain provisions of the Purchase Agreement, including Section 5.11 (Marshaling; Payment

Set Aside) thereof which provides that if any payment of the Obligations (including by set off or enforcement) is subsequently invalidated,

declared to be fraudulent or preferential, set aside, recovered from, disgorged by or is required to be refunded, repaid or otherwise

restored to the Company or its Affiliates, a trustee, receiver or any other person under any Regulation (including any bankruptcy law,

state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof

originally intended to be satisfied, this agreement and all rights and remedies thereunder, shall be revived and continued in full force

and effect as if such payment had not been made.

The undersigned understands that the Purchaser

is relying upon this agreement in entering into the Purchase Agreement, the other Transaction Documents and the Transaction. Whether

or not any part of the Transaction actually occurs depends on a number of factors, including market conditions. Any Transaction will

only be made pursuant to the Purchase Agreement.

This agreement (i) is irrevocable and shall

be binding upon the undersigned’s heirs, legal representative, successors and, if permitted, assigns, (ii) has been executed

in the English language, and the English text shall prevail over any translation, (iii) is for the exclusive benefit of the parties

hereto and their respective successors and, if permitted, assigns, constitutes the entire agreement of such parties, superseding all

prior agreements among them, with respect to the subject matter hereof except for written agreements with respect to confidentiality,

(iv) may be modified, waived or assigned only by a writing signed by the parties hereto (and any attempt to assign any right, title,

benefit or obligation under this agreement without such writing shall be null and void) and (v) may be executed in counterparts,

which may be transmitted by fax or e-mail and which, together, shall constitute one and the same instrument. This agreement does not

intend to create any agency, joint venture or other relationship between the undersigned and the Purchaser and that the Purchaser is

not entitled to cast any votes on the matters herein contemplated.

This agreement and all claims, disputes, Proceedings

and matters related hereto or arising hereunder or arising from or relating to the relationship among any of the parties hereto or thereto,

are governed by, and shall be construed, interpreted and enforced exclusively in accordance with, the laws of the State of Delaware (without

giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application

of the laws of any jurisdiction other than those of the State of Delaware). Any such Proceeding shall be brought exclusively in the Delaware

state courts sitting in Wilmington, DE or the federal courts of the United States of America for the District of Delaware sitting in

Wilmington, DE; provided, that the Purchaser may bring Proceedings in other jurisdictions to enforce any Transaction Document. Each

Company Party (i) accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts,

(ii) irrevocably and unconditionally waives any objection, including any objection to the laying of venue, whether based on the

grounds of forum non conveniens or on the fact that such jurisdiction is improper or otherwise, or any other objection that such

party is not subject to the jurisdiction of such courts, that it may now or hereafter have to the bringing of any Proceeding in that

jurisdiction, (iii) irrevocably and unconditionally consents to the service of process of any court referred to above in any Proceeding

by the mailing of copies of the process to the parties hereto at the notice address used in this agreement and (iv) irrevocably

and unconditionally agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by law. Service effected as provided in this manner will become effective ten

(10) calendar days after the mailing of the process. Notwithstanding the foregoing, nothing contained in any Transaction Document

shall affect the right of the Purchaser to serve process in any other manner permitted by applicable Regulations or commence Proceedings

or otherwise proceed against any the undersigned in any other jurisdiction. The parties hereto hereby irrevocably and unconditionally

waive, to the fullest extent permitted by applicable Regulations, any right that they may have to trial by jury of any claim or cause

of action or in any Proceeding, directly or indirectly based upon or arising out of, under or in connection with, this agreement or any

Transaction Document, the Transaction or the transactions contemplated therein or related thereto (whether founded in contract, tort

or any other theory). Each party hereto (a) certifies that no other party and no Affiliate of any of them and no attorney, agent

or other representative of any of the foregoing has represented, expressly or otherwise, that any person would not, in the event of litigation,

seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this agreement,

the Purchase Agreement and the other Transaction Documents by, among other things, the mutual waivers and certifications in this paragraph.

The undersigned acknowledges and agrees that the foregoing waivers are a material inducement to the Purchaser to enter into and accept

this Agreement and the Purchase Agreement and Transaction Documents. The undersigned has reviewed the foregoing waivers with its legal

counsel and has knowingly and voluntarily waived its jury trial rights following consultation with such legal counsel. In the event of

litigation, this Agreement may be filed as a written consent to a trial by the court. This paragraph shall not restrict a party from

exercising pre-judgment remedies under applicable Regulations.

“Uplisting Lock Up Period” means

a lock-period of no less than 90 days and set forth in a binding written letter or agreement entered into by the undersigned in connection

with listing of the Common Stock on a national securities exchange, such as the New York Stock Exchange or The Nasdaq Stock Market pursuant

to which the undersigned agrees not to sell Lock-Up Securities on terms substantially similar to the terms set forth herein,.

[Signature Page Follows]

The undersigned has read and agrees to be bound by the terms of this

Lock-Up Agreement as of the date first written above:

Very truly yours,

(Signature)

Name:

Address:

Email:

Acknowledged and Agreed

As of the date first written above:

ASCENT PARTNERS FUND LLC,

as the Purchaser

By:

Name:

Title:

Address for Notices:

19505 Biscayne Blvd., Suite 2350

Aventura, FL 33180

legal@ascentpartnersllc.com

ANNEX TO LOCK-UP AGREEMENT

DEFINITIONS

“Affiliate” means each person that controls,

is controlled by or is under common control with such person or any Affiliate of such person. For purpose of this definition, “control”

and related words are used as such terms are used in and construed under Rule 405 under the Securities Act. Notwithstanding the

foregoing, the Purchaser and its subsidiaries, on the one hand, and the Company Parties and their subsidiaries, on the other hand, shall

not be considered “Affiliates” of each other.

“Common Stock” means the common stock

of the Company, par value $0.0001 per share, any Capital Stock into which such shares of common stock shall have been changed, and any

share capital resulting from a reclassification of such common stock.

“Common Stock Equivalents” means any

securities of any Company Party which would entitle the holder thereof to acquire at any time Common Stock, including whether or not

presently convertible, exchangeable or exercisable, any debt, preferred stock, right, option, warrant or other instrument that is at

any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to purchase, subscribe or otherwise

receive, Common Stock.

“Contractual Obligation” means, with

respect to any person, any provision of any security or similar instrument issued by such person or of any agreement, undertaking, contract,

lease, indenture, mortgage, deed of trust or other instrument (other than a Transaction Document) to which such person is a party or

by which it or any of its property is bound or to which any of its property is subject.

“Derivative” means any futures or forward

contract, spot transaction, purchase or option agreement, hedging arrangement, swap agreement, cap, floor or collar transaction, hedging

transaction, any other derivative instrument, any other similar speculative transaction and any other similar agreement or arrangement

designed to alter the risks of any person arising from fluctuations in any underlying variable, including the price or value of any other

derivative instrument. For the purposes of this definition, “derivative instrument” means “any derivative instrument”

as defined in Statement of Financial Accounting Standards No. 133 (Accounting for Derivative Instruments and Hedging Activities)

of the United States Financial Accounting Standards Board, and any defined with a term similar effect in any successor statement or any

supplement to, or replacement of, any such statement.

“Governmental Authority” means any nation,

sovereign or government, any state, province, territory or other political subdivision thereof, any municipality, any agency, authority

or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative

functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership

or otherwise, by any of the foregoing, including any central bank stock exchange regulatory body arbitrator, public sector entity, supra-national

entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association

of Insurance Commissioners).

“Obligations” means all amounts, indebtedness,

obligations, liabilities, covenants and duties of every type and description owing by any Company Party from time to time to the Purchaser

or any other Purchaser Party under the Note or any other Transaction Document, whether direct or indirect, joint or several, absolute

or contingent, due or to become due, liquidated or unliquidated, secured or unsecured, now existing or hereafter arising and however

acquired (regardless of whether acquired by assignment), whether or not evidenced by any note or other instrument or for the payment

of money, including, without duplication, (i) the principal amount of the Note owing by the Company or any other Company Party (including

any Mandatory Prepayment Amount, any Optional Prepayment Amount and any Minimum Interest Amount owing hereunder), (ii) all other

amounts, fees, interest, liquidated damages, commissions, charges, costs, expenses, attorneys’ fees and disbursements, indemnities,

reimbursement of amounts paid and other sums chargeable to any Company Party under any Transaction Document or otherwise arising under

any Transaction Document and (iii) all interest on any item otherwise qualifying as “Obligation” hereunder, whether

or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding,

whether or not a claim for post-filing or post-petition interest is allowed in such proceeding.

“Proceeding” against a person means an

action, suit, litigation, arbitration, investigation, complaint, dispute, contest, hearing, inquiry, inquest, audit, examination or other

proceeding threatened or pending against, affecting or purporting to affect such person or its property, whether civil, criminal, administrative,

investigative or appellate, in law or equity before any arbitrator or Governmental Authority.

“Regulation” means, all international,

federal, state, provincial and local laws (whether civil or common law or rule of equity and whether U.S. or non- U.S.), treaties,

constitutions, statutes, codes, tariffs, rules, guidelines, regulations, writs, injunctions, orders, judgments, awards, decrees, rulings,

ordinances and administrative or judicial precedents or authorities, including, in each case whether or not having the force of law,

the interpretation or administration thereof by any Governmental Authority, all policies, recommendations, directives, requirements,

determinations, guidance and requests of any Governmental Authority and all administrative orders, directed duties and stipulations entered

by or with a Governmental Authority.

“Sale” means a sale, lease or sublease

(as lessor or sublessor), sale and leaseback, conveyance, transfer, assignment or other disposition to, or any exchange of property (other

than cash and cash equivalents) with, any person of, or any other transaction permitting any person to acquire, in one transaction or

a series of transactions, any interest in, all or any part of a business or any property of any kind (other than cash and cash equivalents)

including a sale, factoring at maturity, collection of or other disposal, with or without recourse, of any notes or accounts receivable.

To “Sell” shall have a correlative meaning.

EX-10.7 — EXHIBIT 10.7

EX-10.7

Filename: tm2626698d1_ex10-7.htm · Sequence: 5

Exhibit 10.7

September 28, 2026

ConnectM Technology Solutions, Inc.

2 Mount Royal Avenue

Suite 550 Marlborough, MA 01752

Attention: Bhaskar Panigrahi, CEO

Re: Commitment to Purchase Shares of Common Stock or Units in the

Listing Event Offering

Dear Mr. Panigrahi:

Reference is made to (i) that certain Securities

Purchase Agreement, dated as of August 31, 2026 (as amended, modified, supplemented or otherwise in effect from time to time, the

“Purchase Agreement”), by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”),

and Ascent Partners Fund LLC, a Delaware limited liability company (the “Purchaser”), and (ii) that certain Amendment

No. 1, dated as of September __, 2026 (the “Amendment” and, together with the Purchase Agreement, the “Amended

Purchase Agreement”), by and between the Company and the Purchaser. Capitalized terms used but not defined herein shall have the

meanings ascribed to such terms in the Amended Purchase Agreement, including by reference in Schedule II thereof to definitions in other

Transaction Documents.

Subject to the satisfaction (or waiver by the

Purchaser) of the conditions set forth in Section 2 below, the Purchaser hereby agrees to purchase, and the Company hereby agrees

to sell to the Purchaser, (i) shares of Common Stock, or, (ii) if the Company offers units consisting of shares of Common Stock

and warrants to purchase one or more shares of Common Stock (the “Units”) in the offering coinciding with the Listing Event

(the “Listing Event Offering”), Units, in an aggregate amount equal to One Million Two Hundred Fifty Thousand Dollars ($1,250,000)

(the “Commitment Amount”), at the per share price or per Unit price, as applicable, offered in the Listing Event Offering (the

“Listing Event Offering Purchase”).

The obligation of the Purchaser to consummate

the Listing Event Offering Purchase shall be subject to the satisfaction (or waiver by the Purchaser in its sole discretion) of each

of the following conditions as of the date of the closing of the Listing Event Offering:

(a) No Event of Default. No Event of Default

(as defined in the Transaction Documents) shall have occurred and be continuing, or shall exist, as of the date of the closing of the

Listing Event Offering.

(b) Compliance with the Amended Purchase

Agreement and Transaction Documents. The Company shall have complied in all respects with all of its covenants, agreements, and obligations

under the Amended Purchase Agreement and each other Transaction Document required to be performed or complied with on or prior to the

date of the closing of the Listing Event Offering or coincident with the Listing Event.

representations and warranties of each Company Party contained in any Transaction Document shall be true and correct in all material

respects as of the date of the closing of the Listing Event Offering (unless expressly made as of an earlier date, in which case they

shall be accurate as of such date).

(d) Registration. The shares of Common Stock

or shares of Common Stock issuable pursuant to the Units to be purchased by the Purchaser hereunder shall be registered under an effective

registration statement under the Securities Act.

At the closing of the Listing Event Offering,

(i) the Purchaser shall deliver to the Company, via wire transfer of immediately available funds to an account designated by the

Company, an amount equal to the Commitment Amount, and (ii) the Company shall deliver to the Purchaser (or its designee) the shares

of Common Stock or Units, as applicable, purchased by the Purchaser hereunder at such time as it shall deliver any shares of Common Stock

or Units issuable to any other purchaser participating in the Listing Event Offering.

This Side Letter is a Transaction Document under,

and as defined in, the Amended Purchase Agreement, and is subject to the interpretative and miscellaneous provisions set forth in the

Amended Purchase Agreement and other Transaction Documents that apply expressly to all Transaction Documents, including, without limitation,

Article V (Miscellaneous) of the Purchase Agreement (as amended by the Amendment), including Section 5.2 (Fees and Expenses),

Section 5.3 (Modifications and Signatures), Section 5.4 (Notices), Section 5.6 (Governing Law; Courts), Section 5.7

(Severability), Section 5.15 (Interpretation), and Section 5.16 (Waiver of Jury Trial and Certain Other Rights), all of which

are incorporated herein by reference.

This Side Letter shall be governed by, and construed

in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

This Side Letter may be executed in counterparts,

each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of

an executed counterpart of this Side Letter by electronic transmission shall be as effective as delivery of a manually executed counterpart.

Except as expressly set forth herein, the Amended

Purchase Agreement and each other Transaction Document shall remain in full force and effect and are hereby ratified and confirmed.

[Signature Page Follows]

Very truly yours,

ASCENT PARTNERS FUND LLC, as Purchaser

By:

Name:

Title:

Accepted and Agreed As of the Date First Written Above:

CONNECTM TECHNOLOGY SOLUTIONS, INC., as Company

By:

Name: Bhaskar Panigrahi

Title: Authorized Officer

GRAPHIC

Filename: tm2626698d1_ex10-4img01.jpg · Sequence: 9

Binary file (5234 bytes)

Download tm2626698d1_ex10-4img01.jpg

GRAPHIC

Filename: tm2626698d1_ex10-4img02.jpg · Sequence: 10

Binary file (2017 bytes)

Download tm2626698d1_ex10-4img02.jpg

GRAPHIC

Filename: tm2626698d1_ex10-5img01.jpg · Sequence: 11

Binary file (5234 bytes)

Download tm2626698d1_ex10-5img01.jpg

GRAPHIC

Filename: tm2626698d1_ex10-6img01.jpg · Sequence: 12

Binary file (5234 bytes)

Download tm2626698d1_ex10-6img01.jpg

GRAPHIC

Filename: tm2626698d1_ex10-6img02.jpg · Sequence: 13

Binary file (2017 bytes)

Download tm2626698d1_ex10-6img02.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 15

v3.26.3

Cover

Sep. 28, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 28, 2026

Entity File Number

001-41389

Entity Registrant Name

ConnectM

Technology Solutions, Inc.

Entity Central Index Key

0001895249

Entity Tax Identification Number

87-2898342

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2 Mount

Royal Avenue

Entity Address, Address Line Two

Suite 550

Entity Address, City or Town

Marlborough

Entity Address, State or Province

Entity Address, Postal Zip Code

01752

City Area Code

617

Local Phone Number

395-1333

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration