Exhibit 10.1

Acquisition Agreement

BY AND AMONG

Connectm Technology Solutions, Inc.;

Blue Ribbon Ice Inc.

AND

Scott ‘Avery’ Wilson

Table of Contents

 

Article I. Definitions and Interpretation		1
Section 1.01	Defined Terms	1
Section 1.02	Interpretation	5
Article II. The Transactions		5
Section 2.01	Acquisition	5
Section 2.02	Closing	6
Section 2.03	Closing Deliverables	6
Section 2.04	Additional Actions at the Closing	7
Section 2.05	Contingent Earn-Out Payments	8
Section 2.06	Payments on Change of Control	9
Section 2.07	Put Option	10
Section 2.08	Efforts	12
Article III. Representations and Warranties of the BRI Parties		12
Section 3.01	Organization and Qualification	12
Section 3.02	Organizational Documents	13
Section 3.03	Authorization of Agreement; Etc.	13
Section 3.04	No Conflict	13
Section 3.05	Equity Interests	13
Section 3.06	Liabilities	14
Section 3.07	Litigation and Proceedings	14
Section 3.08	General Compliance	14
Section 3.09	Compliance with Laws; Permits	15
Section 3.10	Contracts	15
Section 3.11	Bank Accounts; Power of Attorney	16
Section 3.12	Disclosure	16
Section 3.13	Intellectual Property	16
Section 3.14	Condition and Sufficiency of Assets	17
Section 3.15	Accounts Receivable	17
Section 3.16	Title	17
Section 3.17	Insurance	18
Section 3.18	Taxes	18
Section 3.19	Transactions with Affiliates	19
Section 3.20	Foreign Corrupt Practices	19
Section 3.21	Money Laundering	20
Section 3.22	Illegal or Unauthorized Payments; Political Contributions	20
Section 3.23	Environmental Laws	20
Section 3.24	Investment Company	20
Section 3.25	No Disqualification Events	20
Section 3.26	No Brokers	20
Section 3.27	Disclosure	21
Section 3.28	Accredited Investor	21

ACQUISITION AGREEMENT

Dated as of June [___], 2026

This Acquisition Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”), by and among (i) ConnectM Technology Solutions, Inc., a Delaware for-profit corporation (“ConnectM”); (ii) Blue Ribbon Ice Inc., an Arkansas for-profit corporation (“BRI”); and (iii) Scott ‘Avery’ Wilson, an individual and resident of the State of Arkansas (“Mr. Wilson”). BRI and Mr. Wilson may be referred to herein collectively as the “BRI Parties” and each individually as a “BRI Party”. Each of ConnectM and the BRI Parties may be referred to herein collectively as the “Parties” and each individually as a “Party.”

Recitals:

WHEREAS, Mr. Wilson is the sole shareholder of BRI, holding 10,000 shares of common stock, par value $0.0120 per share of BRI (the “BRI Common Stock”), and Mr. Wilson desires to sell to ConnectM, and ConnectM desires to acquire from Mr. Wilson, certain of the shares of the BRI Common Stock held by Mr. Wilson as set forth herein, and the Parties desire to undertake certain additional transaction as set forth herein;

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

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

Article I. Definitions and Interpretation

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

Section 1.02 Interpretation. Unless the express context otherwise requires (i) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; (v) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (vi) references herein to any gender shall include each other gender; (vii) references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (ix) references herein to any Contract or agreement (including this Agreement) mean such Contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. The Transactions

Section 2.01 Acquisition.

Section 2.02 Closing. The closing of the Transactions as set forth in Section 2.01 (the “Closing”) shall occur on the Closing Date immediately following the execution of this Agreement.

Section 2.03 Closing Deliverables.

Section 2.04 Additional Actions at the Closing.

Section 2.05 Contingent Earn-Out Payments.

Section 2.06 Payments on Change of Control.

Section 2.07 Put Option.

Section 2.08 Efforts. ConnectM and BRI as a subsidiary of ConnectM shall operate the business of BRI in good faith and shall not take any actions, or omit to take any actions, the primary purpose of which is to reduce or avoid the achievement of Revenue Growth, EBITDA, or Earn-Out Payments, the amount of any Change of Control Payment, any Appraiser’s Valuation, any Put Price, or any payments pursuant to Section 2.05 or Section 2.06 and/or Section 2.07. Notwithstanding the foregoing, ConnectM and BRI shall retain the right to operate their respective businesses in such manner as the Boards of Directors and management of each of ConnectM and BRI may deem fit, provided that such operation is undertaken in compliance with the provisions of this Section 2.08.

Article III. Representations and Warranties of the BRI Parties

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

Section 3.01 Organization and Qualification.

Section 3.02 Organizational Documents.

Section 3.03 Authorization of Agreement; Etc. The execution, delivery and performance of this Agreement by each BRI Party, and the consummation of Transactions, have been duly authorized by each BRI Party and by any other Persons as required. This Agreement has been duly executed and delivered on behalf of each BRI Party. This Agreement constitutes a valid and binding obligation of each BRI Party enforceable in accordance with its terms, except that such enforcement may be limited by the Enforceability Exceptions, and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

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

Section 3.05 Equity Interests.

Section 3.06 Liabilities. Section 3.06 of Disclosure Schedules sets forth, separately, (i) a true, correct and complete list of all outstanding loans, lines of credit and other indebtedness incurred by BRI, inclusive of any outstanding loans, lines of credit and other indebtedness incurred by BRI, the repayment obligations for which are secured by any of BRI’s assets; (ii) with respect to each loan described in the foregoing clause, the remaining amounts due thereunder as of the Closing Date and (iii) any other Liabilities of BRI. For purposes herein, “Liabilities” means any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including without limitation any penalties, interest and/or excise Tax as may be applicable.

Section 3.07 Litigation and Proceedings. Other than that certain action pending in the Circuit Court of Faulkner County, Arkansas, Christopher Pickering et al v. Blue Ribbon Ice, Inc. et al v. Blue Ribbon Partners, LLC, Case No. 23CV-26-646, there are no actions, suits, proceedings, or investigations, other than those previously disclosed, pending or, to the Knowledge of BRI, threatened, by or against BRI or affecting BRI or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. To the Knowledge of BRI, there is no material default on the part of BRI with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

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

Section 3.09 Compliance with Laws; Permits.

Section 3.10 Contracts.

Section 3.11 Bank Accounts; Power of Attorney. Section 3.11 of Disclosure Schedules sets forth a true and complete list of (i) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by BRI within the past twelve (12) months, the account numbers thereof, and all Persons authorized to sign or act on behalf of BRI; (ii) all safe deposit boxes and other similar custodial arrangements maintained by BRI within the past twelve (12) months; (iii) the check ledger for BRI for the last twelve (12) months, and (iv) the names of all Persons holding powers of attorney from BRI or who are otherwise authorized to act on behalf of BRI with respect to any matter, other than its officers and managers, and a summary of the terms of such powers or authorizations.

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

Section 3.13 Intellectual Property.

Section 3.14 Condition and Sufficiency of Assets. Except for ordinary wear and tear, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of BRI are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by BRI, together with all other properties and assets of BRI, are sufficient for the conduct of BRI’s business as conducted as of the Closing and constitute all of the rights, property and assets necessary to conduct the business of BRI as conducted as of the Closing.

Section 3.15 Accounts Receivable. The accounts receivable reflected on the books and records of BRI and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by BRI involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of BRI not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) while BRI cannot speak to when accounts receivable will actually be paid by a client of BRI’s, all accounts receivable reflected on the books and records of BRI and the accounts arising after the date thereof are currently due and represent work performed by BRI.

Section 3.16 Title. BRI has good and marketable title in fee simple to all real property owned by it, or leases such real property pursuant to valid and in-force lease agreements, and has good and marketable title in all personal property owned by it that is material to the business of BRI, other than that disputes in that certain action pending in the Circuit Court of Faulkner County, Arkansas,

Christopher Pickering et al v. Blue Ribbon Ice, Inc. et al v. Blue Ribbon Partners, LLC, Case No. 23CV-26-646, in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by BRI and Liens for the payment of federal, state or other Taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by BRI is held under valid, subsisting and enforceable leases with which BRI is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by BRI.

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

Section 3.18 Taxes.

Section 3.19 Transactions with Affiliates. None of the directors, shareholder, managers or officers or directors of BRI and, to the Knowledge of BRI, none of the employees of BRI, is presently a party to any transaction with BRI (other than for services as employees, officers and directors), including any Contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of BRI, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of BRI’s total assets at year-end for the last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of BRI and (iii) other employee benefits, including stock option agreements under any stock option plan of BRI.

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

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

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

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

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

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

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

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

Section 3.28 Accredited Investor.

Article IV. Representations and Warranties of COnnectM

As an inducement to, and to obtain the reliance of the BRI Parties, ConnectM represents and warrants as follows, except as set forth in the filings and reports made by ConnectM with the U.S. Securities and Exchange Commission (the “SEC Reports”):

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

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

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

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

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

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

Section 4.07 Litigation and Compliance. ConnectM represents and warrants that: (a) there are no actions, suits, investigations, claims, or proceedings pending or, to ConnectM’s knowledge, threatened against ConnectM or any of its subsidiaries before any court or governmental authority that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on ConnectM’s business, operations, or financial condition; (b) neither ConnectM nor any of its subsidiaries is subject to any outstanding order, writ, injunction, or decree of any court or governmental authority that restricts or prohibits the conduct of its business as currently conducted; and (c) ConnectM and its subsidiaries are, and have been in the past three years, in compliance in all material respects with all applicable laws, statutes, ordinances, rules, and regulations of any governmental authority, except where the failure to so comply would not reasonably be expected to have a material adverse effect on ConnectM’s business, operations, or financial condition.

Section 4.08 Capitalization and Solvency. ConnectM represents and warrants that ConnectM has duly authorized, validly issued, fully paid, and non-assessable equity securities. Other than as set forth in the SEC Reports, there are no outstanding options, warrants, convertible securities, calls, rights, commitments, agreements, arrangements, or undertakings of any kind to which ConnectM is a party or by which it is bound obligating ConnectM to issue, deliver, or sell, or cause to be issued, delivered, or sold, additional equity interests of ConnectM or any security or instrument convertible into or exchangeable for equity interests of ConnectM. Immediately after giving effect to the Transactions, ConnectM will be Solvent. For purposes of this Section, “Solvent” means that, as of any date of determination: (i) the fair value of the assets of ConnectM exceeds the total amount of liabilities (including contingent and unliquidated liabilities); (ii) the present fair saleable value of the assets of ConnectM is greater than the amount that will be required to pay the probable liabilities of ConnectM on its debts as they become absolute and matured; (iii) ConnectM does not have unreasonably small capital with which to conduct its business as presently conducted or as proposed to be conducted following the Closing; and (iv) ConnectM has not incurred and does not intend to incur debts or liabilities beyond its ability to pay as such debts and liabilities mature.

Section 4.09 Tax Matters.

Section 4.10 No Undisclosed Agreements. Other than as set forth in the SEC Reports, there are no agreements, contracts, commitments, arrangements, understandings, or obligations (written or oral) to which ConnectM is a party that would reasonably be expected to have a material effect on ConnectM or its business that have not been so disclosed.

Section 4.11 Disclosure. All disclosure provided to the BRI Parties regarding ConnectM, its business and Transactions, furnished by or on behalf of ConnectM with respect to the representations and warranties made herein are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. ConnectM acknowledges and agrees that the BRI Parties have not made, nor are the BRI Parties making, any representations or warranties with respect to Transactions other than those specifically set forth herein.

Article V. Covenants and Additional Agreements of the Parties

Section 5.01 Right of First Refusal.

Section 5.02 Tag-Along Rights.

Section 5.03 Drag-Along Rights.

proposed to be executed in connection therewith.

Section 5.04 Approval Rights. Subject to the provisions of Section 2.06(d) and the other terms and conditions herein, for as long as Mr. Wilson continues to hold at least 25% of the issued and outstanding shares of BRI Common Stock, BRI shall not undertake any of the following actions without the prior written consent of Mr. Wilson:

Section 5.05 Information Rights. Subject to the provisions of Section 2.06(d) and the other terms and conditions herein, for as long as Mr. Wilson continues to hold at least 5% of the issued and outstanding shares of BRI Common Stock, Mr. Wilson shall be entitled to receive regular financial statements, operating reports, and other information with respect to BRI as reasonably necessary to monitor the performance of the business of BRI, and shall have inspection rights customary for minority stakeholders.

Section 5.06 Confidentiality.

Section 5.07 Consents of Third Parties. Each of the Parties will give any notices to third parties, and will use its commercially reasonable efforts to obtain any third-party consents, that the other Parties reasonably may request in connection with this Agreement. Each of the Parties will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters in this Agreement.

Section 5.08 Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each of the Parties shall promptly notify each of the other Parties of:

Section 5.09 Further Assurances. Following the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Transactions.

Article VI. Survival; Indemnification

Section 6.01 Survival.

Section 6.02 Indemnification by Mr. Wilson. Subject to the provisions of this Article VI, Mr. Wilson hereby covenants and agrees with ConnectM that Mr. Wilson shall indemnify ConnectM and its directors, officers, employees and Affiliates, and each of their respective Representatives, successors and assigns (collectively, the “ConnectM Indemnified Parties”), and hold them harmless from, against and in respect of any and all Losses incurred by any ConnectM Indemnified Party resulting from any misrepresentation, breach of any representation or warranty of any BRI Party in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by any BRI Party made in this Agreement (including without limitation any Exhibit or Schedule hereto and any agreement, document, certificate or instrument delivered in connection herewith).

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

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

Section 6.05 Payments. Upon a determination of liability under this Article VI, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount so determined within five (5) Business Days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, the Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation that is not subject to dispute. Upon the payment in full of any amounts due under this Article VI with respect to any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.

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

Section 6.07 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the consideration paid hereunder unless otherwise required by applicable Laws.

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

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

Section 6.10 Earn-Out Dispute Resolution. In the event of any dispute, controversy, or claim arising out of or relating to the calculation, determination, or payment of any Earn-Out Payment, Pre-Payment Amount, Change of Control Payment, or any related obligation under Section 2.05, Section 2.06 or Section 2.08 (an “Earn-Out Dispute”), the Parties shall first attempt in good faith to resolve such dispute by negotiation between senior executives of each Party. If the Parties are unable to resolve the Earn-Out Dispute within thirty (30) days after written notice of such dispute is delivered by one Party to the other, then such Earn-Out Dispute shall be subject to the dispute resolution and arbitration procedures as set forth in Section 7.05.

Article VII. Miscellaneous

Section 7.01 Notices.

if to ConnectM to:

ConnectM Technology Solutions, Inc.

Attn: Bhaskar Panigrahi

2 Mount Royal Avenue, Suite 550

Marlborough, Massachusetts 01752

Email: Bhaskar@connectm.com

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

Anthony, Linder & Cacomanolis, PLLC

Attn: John Cacomanolis

1700 Palm Beach Lakes Blvd., Suite 820

West Palm Beach, FL 33401

Email: JCacomanolis@alclaw.com

If to any BRI Party, to:

Blue Ribbon Ice Inc.

Attn: Avery Wilson

1547 Ridge Road

El Paso, AR 72045

Email: owner@blueribbonicecleaning.com

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

The Law Group of Northwest Arkansas, PLLC
Attn: Jason Boyeskie

1830 Shelby Lane
Fayetteville, AR 72704

Email: jason.boyeskie@lawgroupnwa.com

Section 7.02 Governing Law. Agreement, and all matters based upon, arising out of or relating in any way to the Transactions, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and in accordance with the substantive and procedural Laws of the State of Arkansas in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Arkansas.

Section 7.03 Jurisdiction. SUBJECT TO THE PROVISIONS OF SECTION 7.05, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORK, IN EACH CASE LOCATED IN NEW YORK CITY, NEW YORK AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 7.04 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.04. EACH OF THE PARTIES ACKNOWLEDGE THAT EACH HAS BEEN REPRESENTED IN CONNECTION WITH THE SIGNING OF THE WAIVER ABOVE BY INDEPENDENT LEGAL COUNSEL SELECTED BY THE RESPECTIVE PARTY AND THAT SUCH PARTY HAS DISCUSSED THE LEGAL CONSEQUENCES AND IMPORT OF THIS WAIVER WITH LEGAL COUNSEL. EACH OF THE PARTIES FURTHER ACKNOWLEDGE THAT EACH HAS READ AND UNDERSTANDS THE MEANING OF SUCH WAIVER AND GRANTS THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER CONSIDERATION OF THE CONSEQUENCES OF THIS WAIVER WITH LEGAL COUNSEL.

Section 7.05 Dispute Resolution.

Section 7.06 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at Laws or in equity.

Section 7.07 Limitation on Damages. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTIONS FOR SPECIAL, GENERAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOST OPPORTUNITY, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 7.08 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 7.09 Public Announcements and Filings. Unless required by applicable Laws or regulatory authority, or the rules and regulations of any securities market on which the securities of ConnectM are listed or available for trading, none of the Parties will issue any report, statement or press release to the general public, trade or trade press, or to any third party (other than its advisors and representatives in connection with Transactions) or file any document, relating to this Agreement and Transactions, except as may be mutually agreed by the Parties. Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by Laws or regulatory authorities, shall be delivered to each Party prior to the release thereof.

Section 7.10 Third-Party Beneficiaries. This Agreement is strictly between the Parties and, except as specifically provided, no director, officer, stockholder (other than Mr. Wilson), employee, agent, independent contractor or any other Person shall be deemed to be a third-Party beneficiary of this Agreement.

Section 7.11 Expenses. Except as specifically set forth herein, whether or not the Transactions are consummated, each of the Parties will bear their own respective expenses, including without limitation the fees and expenses of its legal, accounting and financial advisors, incurred in connection with the Exchange or any of the other Transactions.

Section 7.12 Entire Agreement. This Agreement and the other Transaction Documents represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

Section 7.13 Construction. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

Section 7.14 Amendment or Waiver.

Section 7.15 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that Transactions shall be consummated as soon as practicable. Each Party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the Transactions.

Section 7.16 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, including by merger, consolidation, operation of law, or otherwise, without the prior written consent of the other Parties and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Other than as specifically set forth herein, including in Article VI, nothing in this Agreement shall confer on any Person other than the Parties, and their respective successors and assigns, any rights, remedies, obligations, or Liabilities under or by reason of this Agreement.

Section 7.17 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature page follows]

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

Exhibit A

Stock Power

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Scott ‘Avery’ Wilson (“Seller”) hereby assigns, transfers, and conveys to ConnectM Technology Solutions, Inc., a Delaware corporation, all of Seller’s right, title, and interest in and to 6,000 shares common stock, par value $0.01 per share, of Blue Ribbon Ice Inc., an Arkansas corporation (the “Company”) and hereby irrevocably appoints the Chief Executive Officer and Secretary of the Company, and each of them, as Seller’s attomeyinfact to transfer said share on the books of the Company, with full power of substitution in the premises.

Exhibit B

Form of Put Notice

(Attached)