75,000,000 Units CONX Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2020 • CONX Corp. • Blank checks • New York
CONX Corp., a corporation organized under the laws of Nevada (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you (the “Underwriter”) 75,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to 11,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2020 • CONX Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [________], 2020 by and between CONX Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120Underwriting Agreement • November 3rd, 2020 • CONX Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CONX Corp., a Nevada corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Pr
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2020 • CONX Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 29, 2020 by and between CONX Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • November 3rd, 2020 • CONX Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 29, 2020, is by and between CONX Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 3rd, 2020 • CONX Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2020, is made and entered into by and among CONX Corp., a Nevada corporation (the “Company”), nXgen Opportunities, LLC, a Colorado limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • November 3rd, 2020 • CONX Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 29, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among CONX Corp., a Nevada corporation (the “Company”), and nXgen Opportunities, LLC, a Colorado limited liability company (the “Purchaser”).
CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120Securities Subscription Agreement • October 1st, 2020 • CONX Corp. • Blank checks • Nevada
CONX Corp., a Nevada corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Charles W. Ergen (“Subscriber” or “you”), to purchase 28,750,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 3,750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2020 • CONX Corp. • Blank checks • Nevada
This Indemnification Agreement (the “Agreement”) is made and entered into as of October 29, 2020 between CONX Corp., a Nevada corporation (the “Company”), and ____________ (“Indemnitee”).
CONX Corp. 5701 S. Santa Fe Dr. Littleton, CO 80120Underwriting Agreement • October 26th, 2020 • CONX Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CONX Corp., a Nevada corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Pr
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • October 26th, 2020 • CONX Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among CONX Corp., a Nevada corporation (the “Company”), and nXgen Opportunities, LLC, a Colorado limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2020 • CONX Corp. • Blank checks • Nevada
This Indemnification Agreement (the “Agreement”) is made and entered into as of ____________, 2020 between CONX Corp., a Nevada corporation (the “Company”), and ____________ (“Indemnitee”).
PURCHASE AND SALE AGREEMENT (5701 South Santa Fe Boulevard, Littleton, Colorado)Purchase and Sale Agreement • March 11th, 2024 • CONX Corp. • Blank checks • Colorado
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 10th day of March, 2024, by and between EchoStar Real Estate Holding L.L.C., a Colorado limited liability company (“Seller”), and CONX CORP., a Nevada corporation (“Purchaser”).
COMMERCIAL LEASE AGREEMENT BETWEEN DISH WIRELESS L.L.C. AS TENANT AND CONX CORP. AS LANDLORDCommercial Lease Agreement • May 2nd, 2024 • CONX Corp. • Blank checks
THIS COMMERCIAL LEASE AGREEMENT (this “Lease”) is entered into as of May 1, 2024, and shall be effective as of May 1, 2024, by and between CONX CORP., a Nevada corporation (“Landlord”) having a place of business at _______________________, and DISH Wireless L.L.C., a Colorado limited liability company (“Tenant”), having a place of business at ____________________________. (Tenant, and together with Landlord, the “Parties,” and each a “Party”).
WAIVER AGREEMENTWaiver Agreement • April 1st, 2024 • CONX Corp. • Blank checks
This Waiver Agreement (this “Waiver”), dated as of March 25, 2024, is being provided by CONX Corp. (the “Company”), to the undersigned stockholder of the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Letter Agreement (as defined below).
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • April 1st, 2024 • CONX Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated March 25, 2024 to that certain Subscription Agreement (as defined below) is being entered into by and between CONX Corp., a Nevada corporation (“Seller”) and Charles W. Ergen (“Subscriber”) Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Subscription Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 1st, 2023 • CONX Corp. • Blank checks • Nevada
Subject to the terms and conditions hereof, the parties intend to enter into this agreement (the “Agreement”), pursuant to which Charles W. Ergen or an affiliate (the “Subscriber”) will subscribe for the contingent right to receive shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) for $11.50 per share (the “Purchase Price”), or an aggregate of approximately $200,000,000, of CONX Corp., a Nevada corporation (the “Seller”), immediately prior to or concurrently with the closing of the Seller’s initial business combination (the “Business Combination”). In connection therewith, the Subscriber and the Seller, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, hereby agree as follows:
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 2nd, 2024 • CONX Corp. • Blank checks
This First Amendment to Purchase and Sale Agreement (this “First Amendment”) is dated as of April 26, 2024 (the “Effective Date”), and is made and entered into by and between EchoStar Real Estate Holding L.L.C., a Colorado limited liability company (“Seller”) and CONX CORP., a Nevada corporation (“Purchaser”).
