Exhibit 2.3

Exchange and Acquisition Agreement

BY AND AMONG

ConnectM Technology Solutions, Inc.;

ConnectM India Pvt Ltd.;

Geo Impex LLC;

Global Impex LLC;

Geo Impex & Logistics Pvt Ltd.;

AND

Marsh CDM Services Pvt Ltd.

Table of Contents

Exhibits

Exchange And Acquisition Agreement

Dated as of 3rd November 2025

This Exchange and Acquisition Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and among (i) ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”); (ii) ConnectM India Pvt Ltd., an Indian private limited company and a wholly owned subsidiary of ConnectM (“ConnectM India”); (iii) Geo Impex LLC, a Delaware limited liability company (“Geo Impex”); (iv) Global Impex LLC, a Delaware limited liability company (“Global Impex”), (v) Geo Impex & Logistics Pvt Ltd., an Indian private limited company (“Geo Impex India”); and (vi) Marsh CDM Services Pvt Ltd., an Indian private limited company (“Marsh CDM”). Each of Connect M and ConnectM India may be referred to herein collectively as the “ConnectM Parties” and each individually as a “ConnectM Party”. Each of Geo Impex, Global Impex, Geo Impex India and Marsh CDM may be referred to herein collectively as the “Geo Impex Parties” and each individually as a “Geo Impex Party”. Each of the ConnectM Parties and the Geo Impex Parties may be referred to herein collectively as the “Parties” and each individually as a “Party.”

Recitals:

WHEREAS, Geo Impex is the sole member of Global Impex, holding 100% of the membership interests of Global Impex, being comprised of [units, etc.]² (the “Membership Interests”);

WHEREAS, Global Impex is a holder of shares of [common stock]³ of Geo Impex India (the “Geo Impex India Shares”), being the registered and beneficial holder of 5,574,005 Geo Impex India Shares, representing 48.01% of the equity interests of Geo Impex India;

WHEREAS, ConnectM desires to acquire from Geo Impex all of the Membership Interests, in exchange for the issuance to Geo Impex of certain shares of common stock, par value $0.0001 per share, of ConnectM (the “Common Stock”);

WHEREAS, Geo Impex is the sole shareholder of Marsh CDM, and Marsh CDM is the registered and beneficial holder of 4,436,111 Geo Impex India Shares, representing 38.21% of the equity interests of Geo Impex India (the “Marsh CDM/Geo Impex India Shares”);

WHEREAS, ConnectM India desires to acquire from Marsh CDM all of the Marsh CDM/Geo Impex India Shares, in exchange for the issuance by ConnectM India to Marsh CDM of a promissory note of ConnectM India;

WHEREAS the transactions as set forth above and in this Agreement overall are referred to collectively, as the “Transactions”);

WHEREAS, 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    Exchanges and Acquisitions.

Section 2.02    Closing. The closing of the Transactions as set forth in Section 2.01 (the “Closing”) shall occur on the third Business Day (as defined below) following the satisfaction, or waiver by the Party or Parties for whose benefit the condition(s) exist, of the conditions to closing as set forth in Article III, or such or such other date as the Parties shall agree (such date, the “Closing Date”).

Section 2.03    Closing Deliverables.

Section 2.04     Directors and Officers at the Closing. At the Closing, the Parties shall undertake such actions as required to cause the [Board] of Geo Impex India to be comprised of [3] persons nominated by ConnectM India, to be [Board of Directors], and to name those persons to the positions as officers and directors of Geo Impex India as determined by ConnectM India, and all other current directors and officers of Geo Impex India shall resign.

Section 2.05    Adjustments for Stock Splits. The number of Exchange Shares as to be issued to Geo Impex at the Closing as set forth in Section 2.01(b) shall be equitably adjusted for any forward stock split or reverse stock split of the Common Stock occurring following the Effective Date and prior to the Closing. By way of example and not limitation in the event that following the Effective Date and prior to the Closing, ConnectM undertakes a 2-for-1 forward split of the Common Stock, wherein each share of Common Stock is split into two shares of Common Stock, the number of Exchange Shares as set forth in Section 2.01(b) shall be increased by 100%, and in the event that following the Effective Date and prior to the Closing ConnectM undertakes a 1-for-2 reverse split of the Common Stock, wherein each two shares of Common Stock are combined into one share of Common Stock, the number of Exchange Shares as set forth in Section 2.01(b) shall be reduced by 50%. The adjustments as set forth in this Section 2.05 shall be undertaken each time that a transaction as set forth in this Section 2.05 is consummated following the Effective Date and prior to the Closing.

Article III.         Conditions Precedent To The Closing

Section 3.01    Conditions to the Obligations of the ConnectM Parties. The obligations of ConnectM and ConnectM India to consummate the Closing are subject to the satisfaction, or waiver by ConnectM in its sole discretion, as of and on the Closing Date, of the following conditions:

Section 3.02    Conditions to the Obligations of the Geo Impex Parties. The obligations of the Geo Impex Parties to consummate the Closing are subject to the satisfaction, or waiver by Geo Impex in its sole discretion, as of and on the Closing Date, of the following conditions:

Article IV.           Representations And Warranties Of The Geo Impex Parties

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

Section 4.01   Organization and Qualification.

Section 4.02   Organizational Documents.

Section 4.03   Authorization of Agreement; Etc. The execution, delivery and performance of this Agreement by each Geo Impex Party, and the consummation of Transactions, have been duly authorized by each member or shareholder(s) of such Geo Impex Party and by any other Persons as required. This Agreement has been duly executed and delivered on behalf of each Geo Impex Party. This Agreement constitutes a valid and binding obligation of each Geo Impex 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 4.04    No Conflict. The execution of this Agreement and the consummation of the Transactions (i) will not violate any provision of any Organizational Documents of any Geo Impex 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 Geo Impex 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 Geo Impex Party is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to any Geo Impex Party.

Section 4.05   Global Impex Equity Interests.

Section 4.06   Geo Impex India Equity Interests.

Section 4.07  Accredited Investor; Etc.

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TOGETHER WITH THE RULES AND REGULATIONS THEREUNDER, THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

Section 4.08    No Operations. Neither Global Impex nor Marsh CDM has any operations and has not undertaken any activities other than their respective ownership of Geo Impex India Shares as set forth herein.

Section 4.09    Liabilities. Section 4.09 of Disclosure Schedules sets forth, as of the Effective Date, separately, (i) a true, correct and complete list of all outstanding loans, lines of credit and other indebtedness incurred by any of Global Impex or Geo Impex India (each, a “Target Company” and collectively, the “Target Companies”) inclusive of any outstanding loans, lines of credit and other indebtedness incurred by any Target Company, the repayment obligations for which are secured by any of any Target Company’s assets; (ii) with respect to each loan described in the foregoing clause, the remaining amounts due thereunder as of the Effective Date and (iii) any other Liabilities of any Target Company. For purposes herein, “Liabilities” means any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, 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 4.10    Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the Knowledge of Geo Impex, threatened, by or against any Target Company or affecting any Target Company or its respective 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. No Target Company has any knowledge of any material default on its part 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 4.11    General Compliance. No Target Company to its knowledge is (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 any Target Company under), nor has any Target Company 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 any Target Company.

Section 4.12     Compliance with Laws; Permits.

Section 4.13   Contracts.

Section 4.14   Bank Accounts; Power of Attorney. Section 4.14 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 any Target Company within the past twelve (12) months, the account numbers thereof, and all Persons authorized to sign or act on behalf of such Target Company; (ii) all safe deposit boxes and other similar custodial arrangements maintained by any Target Company within the past twelve (12) months; (iii) the check ledger for the last twelve (12) months, and (iv) the names of all Persons holding powers of attorney from any Target Company or who are otherwise authorized to act on behalf of any Target Company with respect to any matter, other than its officers and managers, and a summary of the terms of such powers or authorizations.

Section 4.15   Disclosure. Each Target Company maintains a system of internal accounting controls appropriate for its size. There is no transaction, arrangement, or other relationship between any Target Company and an unconsolidated or other off balance sheet entity that is not disclosed by such Target Company in its financial statements or otherwise that would be reasonably likely to have a Material Adverse Effect on such Target Company.

Section 4.16   Intellectual Property.

Section 4.17  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 each Target Company 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 each Target Company, together with all other properties and assets of such Target Company, are sufficient for the conduct of such Target Company’s business as conducted as of the Closing and constitute all of the rights, property and assets necessary to conduct the business of each Target Company as conducted as of the Closing.

Section 4.18  Accounts Receivable. The accounts receivable reflected on the books and records of each Target Company and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by such Target Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of such Target Company 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) are collectible in full within ninety (90) calendar days after billing.

Section 4.19  Title. Each Target Company 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 such Target Company, 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 such Target Company 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 any Target Company is held under valid, subsisting and enforceable leases with which such Target Company 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 such Target Company.

Section 4.20  Insurance. Each Target Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of such Target Company believes to be prudent and customary in the businesses in which such Target Company is engaged. No Target Company has been refused any insurance coverage sought or applied for, and no Target Company has any 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 such Target Company, taken as a whole.

Section 4.21 ⁴Taxes.

Section 4.22   Transactions with Affiliates. None of the members, managers or officers or directors of any Target Company and, to the Knowledge of Geo Impex, none of the employees of any Target Company, is presently a party to any transaction with any Target Company (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 Geo Impex, 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 any Target Company’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 any Target Company and (iii) other employee benefits, including stock option agreements under any stock option plan of any Target Company.

Section 4.23  Foreign Corrupt Practices. No Target Company, nor, to the Knowledge of Geo Impex, any agent or other Person acting on behalf of any Target Company, 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 any Target Company (or made by any Person acting on its behalf of which any Target Company 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 4.24  Money Laundering. Each Target Company 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 4.25   Illegal or Unauthorized Payments; Political Contributions. No Target Company nor, to the Knowledge of Geo Impex, any of the officers, directors, employees, agents or other representatives of any Target Company or any other business entity or enterprise with which any Target Company is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not 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 a Target Company.

Section 4.26   Environmental Laws. To Knowledge of Geo Impex, each Target Company (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 such Target Company.

Section 4.27   Investment Company. No Target Company is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 4.28  No Disqualification Events. None of any Target Company, any of their respective predecessors, any affiliated issuer, any director, executive officer, other officer of any Target Company, any beneficial owner of 20% or more of any Target Company’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 any Target Company 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. Each Target Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Section 4.29  No Brokers. No Geo Impex 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 4.30  Disclosure. All disclosure provided to ConnectM regarding the Geo Impex Parties, their respective business and Transactions, including Disclosure Schedules to this Agreement, furnished by or on behalf of any Geo Impex 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 Geo Impex Party acknowledges and agrees that no ConnectM Party has made, nor is any ConnectM Party making, any representations or warranties with respect to Transactions other than those specifically set forth herein.

Article V.          Representations And Warranties Of The ConnectM Parties

As an inducement to, and to obtain the reliance of the Geo Impex Parties, ConnectM represents and warrants, as of the Effective Date and as of the Closing Date, as follows:

Section 5.01    Organization.

Section 5.02    Power and Authority. Each ConnectM Party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions.

Section 5.03    Authorization of Agreement; Etc. The execution, delivery and performance of this Agreement by each ConnectM Party, and the consummation of Transactions, have been duly authorized by Board of ConnectM. This Agreement has been duly executed and delivered on behalf of each ConnectM Party. This Agreement constitutes a valid and binding obligation of each ConnectM 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 5.04    No Conflict. The execution of this Agreement and the consummation of the Transactions (i) will not violate any provision of the Organizational Documents of any ConnectM 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 ConnectM 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 ConnectM Party is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to any ConnectM Party.

Section 5.05    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 5.06   No Brokers. No ConnectM Party has retained any broker or finder in connection with any of the Transactions, and no ConnectM Party has 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 5.07    Disclosure. All disclosure provided to Geo Impex regarding the ConnectM Parties, their respective business and Transactions, furnished by or on behalf of any ConnectM Party 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. Each ConnectM Party acknowledges and agrees that the Geo Impex Parties have not made, nor are the Geo Impex Parties making, any representations or warranties with respect to Transactions other than those specifically set forth herein.

Article VI.         Covenants And Additional Agreements Of The Parties

Section 6.01    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 6.02    Access to Information. Following the Effective Date, until consummation of the Transactions or the earlier termination of this Agreement, the Geo Impex Parties shall give to ConnectM and its authorized representatives full and complete access to the books and records, Contracts, facilities and personnel of the Geo Impex Parties as ConnectM and its authorized representatives may request so that ConnectM may complete its due diligence investigation of the Geo Impex Parties. The Geo Impex Parties agree to provide ConnectM and its authorized representatives with access to any information in any of their possession or control that contains information generated by any Geo Impex Party regarding any Geo Impex Party relative to its financial, operational, and/or regulatory condition (present, past, or prospective). If ConnectM, in its sole discretion, at any time prior to the Closing determines that its due diligence review of any Geo Impex Party is not satisfactory to ConnectM, then ConnectM may terminate this Agreement upon notice to Geo Impex.

Section 6.03     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 6.04     No-Shop.

Section 6.05    Affirmative Covenants. Between the Effective Date and the Closing Date or earlier termination of this Agreement in accordance with its terms, and except as otherwise contemplated by this Agreement or as ConnectM shall otherwise consent in writing in advance, each Geo Impex Party shall, and shall cause each of their Representatives to:

Section 6.06     Negative Covenants. Between the Effective Date and the Closing Date or earlier termination of this Agreement in accordance with its terms, and except as otherwise contemplated by this Agreement or as ConnectM shall otherwise consent in writing in advance, no Geo Impex Party will, and each Geo Impex Party will cause each of their Representatives not to, directly or indirectly:

Section 6.07    Effect of Knowledge on Indemnification. The right to indemnification, reimbursement or other remedy based upon any representations, warranties, covenants and obligations set forth in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) 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. 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 6.08    Further Assurances. Following the Effective Date and following the Closing, or until the earlier termination of this Agreement in accordance with its terms, 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 VII.        Termination

Section 7.01    Termination. This Agreement may be terminated at any time before the Closing Date as follows:

Section 7.02    Effect of Termination. In the event of termination of this Agreement pursuant to this Article VII, this Agreement (other than this Article VII and Article IX, which shall each survive and shall remain in full force and effect) shall become void and of no further force or effect with no liability on the part of any Party; provided, however, that any such termination shall not relieve any Party from liability for actual damages to the other Parties resulting from a material breach of this Agreement by such Party.

Section 7.03     Default by ConnectM Parties. If any ConnectM Party fails to perform any of its obligations under this Agreement, the Geo Impex Parties shall be entitled to bring an action for specific performance, damages or a combination of specific performance and damages. No remedy conferred upon any Geo Impex Party is intended to be exclusive of any other remedy provided for in this Agreement, and each remedy provided to the Geo Impex Parties in this Agreement will be cumulative and in addition to every other remedy available to the Geo Impex Parties under this Agreement. No single or partial exercise of any remedy will preclude any other or further exercise thereof. This provision shall be in addition to the Geo Impex Parties’ remedies under Section 8.03 if the Closing occurs.

Section 7.04  Default by Geo Impex Parties. If any Geo Impex Party fails to perform any of their respective obligations under this Agreement, the ConnectM Parties shall be entitled to bring an action for specific performance, damages or a combination of specific performance and damages. No remedy conferred upon any ConnectM Party is intended to be exclusive of any other remedy provided for in this Agreement, and each remedy provided to any ConnectM Party in this Agreement will be cumulative and in addition to every other remedy available to the ConnectM Parties under this Agreement. No single or partial exercise of any remedy will preclude any other or further exercise thereof. This provision shall be in addition to the ConnectM Parties’ remedies under Section 8.02 if the Closing occurs.

Article VIII.         Survival; indemnification

Section 8.01    Survival.

Section 8.02    Indemnification by Geo Impex. Subject to the provisions of this Article VIII, if the Closing occurs, Geo Impex and Marsh CDM, jointly and severally, hereby covenant and agree with the ConnectM Parties that Geo Impex and Marsh CDM shall, jointly and severally. indemnify each ConnectM Party and their respective directors, officers, employees and Affiliates, and each of their respective Representatives, successors and assigns (individually, an “ConnectM Indemnified Party”), 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 Geo Impex Party in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by any Geo Impex Party made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).

Section 8.03    Indemnification by ConnectM. Subject to the provisions of this Article VIII, if the Closing occurs, ConnectM hereby covenants and agrees with the Geo Impex Parties that ConnectM shall indemnify each Geo Impex Party (each a “Geo Impex Indemnified Party” and collectively, the “Geo Impex Indemnified Parties”) and hold them harmless from, against and in respect of any and all Losses incurred by any Geo Impex 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 any ConnectM Party made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).

Section 8.04    Indemnification Procedures. The Party making a claim under this Article VIII is referred to as the “Indemnified Party” and the Party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party.”

Section 8.05    Payments. Upon a determination of liability under this Article VIII, 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 VIII 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 8.06    Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

Section 8.07    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 8.08   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 8.09    Exclusive Remedy. In the event that the Closing occurs, the indemnification provisions contained in this Article VIII 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 VIII or in Section 9.05, 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.

Article IX.       Miscellaneous

Section 9.01     Notices.

if to any ConnectM Party, or if to Geo Impex India or Global Impex following the Closing, 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 Geo Impex or Marsh CDM, or if to Geo Impex India or Global Impex prior to the Closing, to:

Geo Impex LLC
Attn: Tejesh Kodali
IT CORPZ INC

510 Thornall St, suite 135

Edison, NJ 08837

Email: tkodali22@gmail.com

With a copy to:

Marsh CDM Services Pvt Ltd.

Attn: Vikas Dongarkar

# 6-2-975, Flat No. B-409, Kushal Towers, Khairatabad, Hyderabad – 500004, State of Telangana

Email: Vdongarkar@gmail.com

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

[__________________]

[__________________]

[__________________]

Email: [__________________]

Section 9.02    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 Delaware 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 Delaware. Notwithstanding the foregoing, to the extent required to give effect thereto, the sale of the Geo Impex India Shares shall be governed by the Laws of India.

Section 9.03    Jurisdiction. 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 MASSACHUSETTES, IN EACH CASE LOCATED IN MIDDLESEX COUNTY, MASSACHUSETTES, 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 9.04     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 9.04. 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 9.05    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 9.06    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 9.07    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 9.08    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 9.09    Third-Party Beneficiaries. This Agreement is strictly between the Parties and, except as specifically provided, no director, officer, stockholder, member (other than Geo Impex), employee, agent, independent contractor or any other Person shall be deemed to be a third-Party beneficiary of this Agreement.

Section 9.10    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 9.11    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 9.12     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 9.13    Amendment or Waiver.

Section 9.14   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 9.15  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 VIII, 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 9.16   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 Pages Follow]

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

Exhibit A

Promissory Note

(Attached)

Exhibit B

Assignment of Membership Interests

(Attached)

Exhibit C

Stock Power for Marsh CDM/Geo Impex India Shares

(Attached)