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.
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”).
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”).
