Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR, AT MAKER’S REQUEST, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to $1,168,773.76	Dated as of October 31, 2022


 


CONX Corp., a Nevada corporation (the “Maker”),
promises to pay to the order of nXgen Opportunities, LLC or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of $1,168,773.76 or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid
under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1.            Principal.
The entire unpaid principal balance of this Note shall be payable by the Maker on the earlier of (such date, the “Maturity Date”),
subject to Section 14 below, (a) the date on which Maker consummates its initial business combination and (b) the
date of the liquidation of Maker. The principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall
any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for
any obligations or liabilities of the Maker hereunder.


 


2.            Drawdown
Requests. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from
Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must
not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request
no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns
collectively under this Note may not exceed $1,168,773.76; and, provided further, for the avoidance of doubt, that Payee shall have the
sole discretion whether to service any Drawdown Request and if Payee determines not to service a Drawdown Request, Payee shall have no
obligation to do so. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid.
No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


3.            Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


4.            Application
of Payments. Notwithstanding Section 2 above, all payments shall be applied first to payment in full of any costs
incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, and then to
the reduction of the unpaid principal balance of this Note.


 


5.            Use
of Proceeds. The Maker hereby represents, warrants and covenants to the Payee, that the entire principal amount will be used
by the Maker solely for purposes of making payments to extend the period the Maker has to complete an initial business combination as
described in the final proxy statement filed with the Securities and Exchange Commission on October 12, 2022.


 






    


    


    

 


6.            Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)            Failure
to Make Required Payments. Failure by Maker to pay any principal amount due pursuant to this Note within five (5) business days
of the Maturity Date.


 


(b)            Breach
of Use of Proceeds. Failure by Maker to comply with the provisions of Section 5 of this Note.


 


(c)            Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.


 


(d)            Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


7.            Remedies.


 


(a)            Upon
the occurrence of an Event of Default specified in Section 6(a) or Section 6(b) hereof, Payee may, by
written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and
all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding.


 


(b)            Upon
the occurrence of an Event of Default specified in Sections 6(c) or Section 6(d), the unpaid principal balance
of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all
cases without any action on the part of Payee.


 


8.            Enforcement
Costs. In case any principal of this Note is not paid when due, Maker shall be liable for all costs of enforcement and collection
of this Note incurred by the Payee and any other Holders (as defined below), including but not limited to reasonable attorneys’
fees and expenses.


 


9.            Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that
may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee.


 






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10.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder. Any failure of the Payee to exercise any right hereunder
shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter.
The Payee may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar
import or other conditions, without waiving any of its rights.


 


11.            Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as
may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to
such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


12.            Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


13.            Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


14.            Trust
Waiver. Notwithstanding anything herein to the contrary, but subject to the following sentence of this Section 14,
the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution
of or from the trust account (the “Trust Account”) established in which the proceeds of the initial public offering
(the “IPO”) conducted by the Maker (including the deferred underwriters’ discounts and commissions) and the proceeds
of the sale of the warrants issued in a private placement that occurred immediately prior to the closing of the IPO were deposited, as
described in greater detail in Maker’s Registration Statement on Form S-1 (333-249223) filed with the Securities and Exchange
Commission in connection with the IPO (the “Registration Statement”), and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, the Payee does
not waive any Claims and does not waive its rights to seek recourse, reimbursement, payment or satisfaction for any Claim against the
Trust Account for distributions of remaining funds released to the Maker from the Trust Account following redemptions or other distributions
to the Maker’s public stockholders.


 


15.            Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.


 


16.            Assignment.
This Note binds and is for the benefit of the successors and permitted assigns of the Maker and the Payee. No assignment or transfer of
this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, that upon
the announcement of an initial business combination of Maker, or occurrence and during the continuation of an Event of Default, Payee
shall have the right to assign this Note in its discretion without the consent of Maker.


 






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17.            Conversion.


 


(a)            Notwithstanding
anything contained in this Note to the contrary, at Payee’s option, but not the obligation, at any time prior to payment in full
of the principal balance of this Note, the Payee may elect to convert up to $1,500,000 of the unpaid principal balance of this Note into
that number of warrants, each whole warrant exercisable for one share of Class A common stock, $0.0001 par value per share, of the
Maker (the “Conversion Warrants”), equal to the principal amount of the Note so converted divided by $1.50 (rounded
down to the nearest whole share). The Conversion Warrants shall be identical to the warrants issued by Maker to Payee in a private placement
that took place immediately prior to the closing of the IPO. The Conversion Warrants and their underlying securities, and any other equity
security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in
Section 18 hereof.


 


(b)            Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such
converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed,
to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly
deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in
exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their
respective affiliates or their designees) (Payee or such other persons, the “Holders”) the Conversion Warrants, which
shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable
state and federal securities laws.


 


(c)            The
Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants
upon conversion of this Note pursuant hereto.


 


(d)            The
Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


18.            Registration
Rights.


 


(a)            Reference
is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of October 29, 2020 (the “Registration
Rights Agreement”). All capitalized terms used in this Section 18 but not defined herein shall have the same meanings
ascribed to them in the Registration Rights Agreement.


 


(b)            The
Holders shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1
of the Registration Rights Agreement.


 


(c)            The
Holders shall also be entitled to include the Conversion Warrants and their underlying securities in Piggyback Registrations, which shall
be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that
in the event that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration,
the Holders shall not have any priority for inclusion in such Piggyback Registration.


 






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(d)            Except
as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration
Rights Agreement.


 


[Signature page follows]


 






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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as
of the day and year first above written.


 


	 	CONX Corp.
	 	 
	 	By:	/s/ Kyle Jason Kiser
	 	 	Name:	Kyle Jason Kiser
	 	 	Title:	Chief Executive Officer