AMENDMENT TO PUT-CALL AGREEMENT

Exhibit 10.23

AMENDMENT TO 

PUT-CALL AGREEMENT

THIS AMENDMENT TO PUT-CALL AGREEMENT (this “Amendment”), dated as of August 11, 2025 (the “Effective Date”), is made by and between Elauwit Connection, Inc., a Delaware corporation (the “Company”), ▇▇▇▇▇ ▇▇▇▇▇▇ Group, LLC, a Wyoming limited liability company (“▇▇▇▇▇ ▇▇▇▇▇▇”), and ▇▇▇▇▇▇ Creek Partners, LLC, a Wyoming limited liability company (“▇▇▇▇▇▇ Creek”).

WITNESSETH

WHEREAS, the Company, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Creek entered into that certain Put- Call Agreement (the “Agreement”) on August 20, 2024 to grant the Company certain call rights and ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Creek certain put rights in connection with the Company’s initial public offering (the “IPO”); and

WHEREAS, in furtherance of the IPO, the Company, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Creek desire to amend the terms of the Agreement to reduce the put and call rights.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Creek agree as follows:

1. Amendments.

(a) Section 1 of the Agreement is hereby amended by replacing the first sentence in Section 1 with the following:

“▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Creek are each granted the right to sell to Elauwit

(Put Option) up to a $1,000,000 value of common shares of Elauwit at a discount of 10% below the IPO issue price.”

(b) Section 2 of the Agreement is hereby amended by replacing the first sentence in Section 2 with the following:

“Elauwit is granted the right to purchase (Call Option) up to a maximum of $1,000,000 value of common shares from each of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Creek at a premium of 10% in excess of the IPO issue price.”

2. Effect of Amendment. This Amendment amends the terms of the Agreement. Except as specifically amended herein, the terms of the Agreement shall remain in full force and effect.

3. Miscellaneous. This Amendment may be executed in counterparts and exchanged between the parties electronically, each of which shall be deemed an original and binding to the same extent as a handwritten signature, and together shall constitute one and the same agreement.

[Signature Page follows]

IN WITNESS WHEREOF, the Company, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Creek have executed this Amendment as of the Effective Date.

	THE COMPANY
	ELAUWIT CONNECTION, INC.
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇▇▇▇▇
	Title:	President and Chief Technology Officer
	▇▇▇▇▇ ▇▇▇▇▇▇ GROUP, LLC
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,▇▇.
	Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇.
	Title:	Manager
	▇▇▇▇▇▇ CREEK PARTNERS, LLC
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Manager

[Signature Page to Amendment to Put-Call Agreement]