Exhibit 10.1


 


[________], 2020


 


CONX Corp.

5701 S. Santa Fe Dr.

Littleton, CO 80120


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


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
 “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the
 “Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market.
Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce
the Company and the Underwriter to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of nXgen Opportunities, LLC
(the “Sponsor”) and the undersigned parties, each of whom is a member of the Company’s board of
directors and/or management team (each of the undersigned parties other than the Sponsor, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


		1.	The Sponsor and each Insider agrees
                                         that if the Company seeks stockholder approval of a proposed Business Combination, then
                                         in connection with such proposed Business Combination, it, he or she shall (i) vote
                                         any shares of Common Stock (as defined below) owned by it, him or her in favor of any
                                         proposed Business Combination and (ii) not redeem any shares of Common Stock owned
                                         by it, him or her in connection with such stockholder approval. If the Company seeks
                                         to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor
                                         and each Insider agrees that it, he or she will not sell or tender any shares of Common
                                         Stock owned by it, him or her in connection therewith.



 


		2.	The Sponsor and each Insider hereby
                                         agrees that in the event that the Company fails to consummate a Business Combination
                                         within 24 months from the closing of the Public Offering, or such later period approved
                                         by the Company’s stockholders in accordance with the Company’s amended and
                                         restated articles of incorporation (as they may be amended from time to time, the “Charter”),
                                         the Sponsor and each Insider shall take all reasonable steps to cause the Company to
                                         (i) cease all operations except for the purpose of winding up, (ii) as promptly
                                         as reasonably possible but not more than ten business days thereafter, redeem 100% of
                                         the shares of Class A Common Stock sold as part of the Units in the Public Offering
                                         (the “Offering Shares”), at a per-share price, payable in cash,
                                         equal to the aggregate amount then on deposit in the Trust Account (as defined below),
                                         including interest earned on the funds held in the Trust Account and not previously released
                                         to the Company to fund its taxes payable and up to $100,000 to pay dissolution expenses),
                                         divided by the number of then outstanding Offering Shares, which redemption will completely
                                         extinguish all Public Stockholders’ (as defined below) rights as stockholders (including
                                         the right to receive further liquidating distributions, if any), and (iii) as promptly
                                         as reasonably possible following such redemption, subject to the approval of the Company’s
                                         remaining stockholders and the Company’s board of directors, liquidate and dissolve,
                                         subject in each case to the Company’s obligations under Nevada law to provide for
                                         claims of creditors and other requirements of applicable law. The Sponsor and each Insider
                                         agrees to not propose any amendment to the Charter to modify the substance or timing
                                         of the Company’s obligation to redeem 100% of the Offering Shares if the Company
                                         does not complete a Business Combination within the required time period set forth in
                                         the Charter or with respect to any other material provisions relating to stockholders’
                                         rights or pre-initial business combination activity, unless the Company provides its
                                         Public Stockholders with the opportunity to redeem their Offering Shares upon approval
                                         of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
                                         then on deposit in the Trust Account, including interest earned on the funds held in
                                         the Trust Account and not previously released to the Company to pay its taxes, divided
                                         by the number of then outstanding Offering Shares.



 






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The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her or,
if the Insider is an independent director, shares of Class A Common Stock issued to him or her as compensation for being
a member of the Company’s board of directors (“Independent Director Shares”). The Sponsor and each Insider hereby
further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he or she
may have in connection with (A) the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a stockholder vote to approve such Business Combination, or (B) a stockholder vote to approve
an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering
Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter or with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or in the
context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective
affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company
fails to consummate a Business Combination within the time period set forth in the Charter).


 


		3.	During the period commencing on
                                         the effective date of the Underwriting Agreement and ending 180 days after such date,
                                         the Sponsor and each Insider shall not, without the prior written consent of the Underwriter,
                                         (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any
                                         option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
                                         or establish or increase a put equivalent position or liquidate or decrease a call equivalent
                                         position within the meaning of Section 16 of the Securities Exchange Act of 1934,
                                         as amended (the “Exchange Act”), and the rules and regulations
                                         of the Commission promulgated thereunder, with respect to, any Units, shares of Common
                                         Stock (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable,
                                         or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter
                                         into any swap or other arrangement that transfers to another, in whole or in part, any
                                         of the economic consequences of ownership of any Units, shares of Common Stock (including,
                                         but not limited to, Founder Shares), Warrants or any securities convertible into, or
                                         exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether
                                         any such transaction is to be settled by delivery of such securities, in cash or otherwise,
                                         or (iii) publicly announce any intention to effect any transaction specified in
                                         clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees
                                         that, prior to the effective date of any release or waiver, of the restrictions set forth
                                         in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release
                                         or waiver by press release through a major news service at least two business days before
                                         the effective date of the release or waiver. Any release or waiver granted shall only
                                         be effective two business days after the publication date of such press release. The
                                         provisions of this paragraph will not apply if the release or waiver is effected solely
                                         to permit a transfer not for consideration and the transferee has agreed in writing to
                                         be bound by the same terms described in this Letter Agreement to the extent and for the
                                         duration that such terms remain in effect at the time of the transfer.



 






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		4.	In the event of the liquidation
                                         of the Trust Account upon the failure of the Company to consummate its initial Business
                                         Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
                                         agrees to indemnify and hold harmless the Company against any and all loss, liability,
                                         claim, damage and expense whatsoever (including, but not limited to, any and all legal
                                         or other expenses reasonably incurred in investigating, preparing or defending against
                                         any litigation, whether pending or threatened) to which the Company may become subject
                                         as a result of any claim by (i) any third party for services rendered or products
                                         sold to the Company or (ii) any prospective target business with which the Company
                                         has entered into a written letter of intent, confidentiality or other similar agreement
                                         or Business Combination agreement (a “Target”); provided,
                                         however, that such indemnification of the Company by the Indemnitor (x) shall
                                         apply only to the extent necessary to ensure that such claims by a third party or a Target
                                         do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
                                         per Offering Share and (ii) the actual amount per Offering Share held in the Trust
                                         Account as of the date of the liquidation of the Trust Account, if less than $10.00 per
                                         Offering Share is then held in the Trust Account due to reductions in the value of the
                                         trust assets, less taxes payable, (y) shall not apply to any claims by a third party
                                         or a Target which executed a waiver of any and all rights to the monies held in the Trust
                                         Account (whether or not such waiver is enforceable) and (z) shall not apply to any
                                         claims under the Company’s indemnity of the Underwriter against certain liabilities,
                                         including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall
                                         have the right to defend against any such claim with counsel of its choice reasonably
                                         satisfactory to the Company if, within 15 days following written receipt of notice of
                                         the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
                                         undertake such defense.



 


		5.	To the extent that the Underwriter
                                         does not exercise their over-allotment option to purchase up to an additional
                                         11,250,000 Units within 45 days from the date of the Prospectus (and as further described in the
                                         Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in
                                         the aggregate equal to 2,812,500 multiplied by a fraction, (i) the numerator of
                                         which is 11,250,000 minus the number of Units purchased by the Underwriter upon the exercise
                                         of their over-allotment option, and (ii) the denominator of which is 11,250,000.
                                         The forfeiture will be adjusted to the extent that the over-allotment option is not exercised
                                         in full by the Underwriter so that the Founder Shares will represent an aggregate of
                                         20.0% of the Company’s issued and outstanding shares of Class A Common Stock
                                         after the Public Offering (not including shares of Class A Common Stock underlying
                                         the Warrants or Private Placement Warrants (as defined below) or Independent Director
                                         Shares). The Sponsor further agrees that to the extent that the size of the Public Offering
                                         is increased or decreased, the Company will purchase or sell Units or effect a share
                                         repurchase or share capitalization, as applicable, immediately prior to the consummation
                                         of the Public Offering in such amount as to maintain the ownership of the initial shareholders
                                         prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon
                                         the consummation of the Public Offering. In connection with such increase or decrease
                                         in the size of the Public Offering, then (A) the references to 11,250,000 in the
                                         numerator and denominator of the formula in the first sentence of this paragraph shall
                                         be changed to a number equal to 15% of the number of Public Shares included in the Units
                                         issued in the Public Offering and (B) the reference to 2,812,000 in the formula
                                         set forth in the first sentence of this paragraph shall be adjusted to such number of
                                         Founder Shares that the Sponsor would have to surrender to the Company in order for the
                                         initial shareholders to hold an aggregate of 20.0% of the Company’s issued and
                                         outstanding shares of Class A Common Stock after the Public Offering (not including
                                         shares of Class A Common Stock underlying the Warrants or Private Placement Warrants
                                         or Independent Director Shares).



 


		6.	The Sponsor and each Insider hereby
                                         agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably
                                         injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations
                                         under paragraphs 1, 2, 3, 4, 5, 7(a), and 7(b), as applicable, of this Letter Agreement
                                         (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
                                         non-breaching party shall be entitled to injunctive relief, in addition to any other
                                         remedy that such party may have in law or in equity, in the event of such breach.



 


		7.	(a) The Sponsor and each Insider
                                         agrees that it, he or she shall not Transfer any Founder Shares (or any shares of Class A
                                         Common Stock issuable upon conversion thereof) and each Insider that is an independent
                                         director agrees that it shall not Transfer any Independent Director Shares until the
                                         earlier of (A) one hundred eighty days after the completion of the Company’s
                                         initial Business Combination and (B) subsequent to the Business Combination, the
                                         date on which the Company completes a liquidation, merger, capital stock exchange, reorganization
                                         or other similar transaction that results in all of the Company’s stockholders
                                         having the right to exchange their shares of Class A Common Stock for cash, securities
                                         or other property (the “Founder Shares Lock-up Period”).



 






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(b) The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of Class A Common Stock
issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business Combination
(the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the
 “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Independent Director Shares, Private Placement
Warrants and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants
or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with
this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or immediate family member
of any of the Company’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their
affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust,
the beneficiary of which is a member of such individual’s immediate family or such individual, an affiliate of such individual
or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death
of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private
sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation
of an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) by
virtue of the laws of the State of Colorado or the Sponsor’s certification of formation or operating agreement upon dissolution
of the Sponsor; (g) in the event of the Company’s liquidation prior to the completion of an initial Business Combination;
or (h) in the event of the Company’s liquidation, merger, capital stock exchange or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for
cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided,
however, that in the case of clauses (a) through (f), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement
(including provisions relating to voting, the Trust Account and liquidating distributions). For purposes of the foregoing, “immediate
family member” means with respect to any individual, his or her spouse, children, grandchildren, parents, siblings, any
lineal descendant of any of the foregoing persons or any trust for the benefit of any of the foregoing persons, including such
individual.


 


		8.	The Sponsor and each Insider represents
                                         and warrants that it, he or she has never been suspended or expelled from membership
                                         in any securities or commodities exchange or association or had a securities or commodities
                                         license or registration denied, suspended or revoked. Each Insider’s biographical
                                         information furnished to the Company (including any such information included in the
                                         Prospectus) is true and accurate in all material respects and does not omit any material
                                         information with respect to the Insider’s background. The Sponsor and each Insider’s
                                         questionnaire furnished to the Company is true and accurate in all respects. The Sponsor
                                         and each Insider represents and warrants that: it, he or she is not subject to or a respondent
                                         in any legal action for, any injunction, cease-and-desist order or order or stipulation
                                         to desist or refrain from any act or practice relating to the offering of securities
                                         in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to,
                                         any crime (i) involving fraud, (ii) relating to any financial transaction or
                                         handling of funds of another person, or (iii) pertaining to any dealings in any
                                         securities and he or she is not currently a defendant in any such criminal proceeding.



 






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		9.	Except as disclosed in the Prospectus,
                                         neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer,
                                         nor any director of the Company, shall receive from the Company any finder’s fee,
                                         reimbursement, consulting fee, non-cash payments, monies in respect of any repayment
                                         of a loan or other compensation prior to, or in connection with any services rendered
                                         in order to effectuate, the consummation of the Company’s initial Business Combination
                                         (regardless of the type of transaction that it is), other than the following, none of
                                         which will be made from the proceeds held in the Trust Account prior to the completion
                                         of the initial Business Combination: repayment of a loan and advances up to an aggregate
                                         of $1,000,000 made to the Company by Charles W. Ergen; reimbursement for any reasonable
                                         out-of-pocket expenses related to identifying, investigating, negotiating and completing
                                         an initial Business Combination, and repayment of loans, if any, and on such terms as
                                         to be determined by the Company from time to time, made by the Sponsor or an affiliate
                                         of the Sponsor or any of the Company’s officers or directors to finance transaction
                                         costs in connection with an intended initial Business Combination, provided, that, if
                                         the Company does not consummate an initial Business Combination, a portion of the working
                                         capital held outside the Trust Account may be used by the Company to repay such loaned
                                         amounts so long as no proceeds from the Trust Account are used for such repayment. Up
                                         to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per
                                         warrant at the option of the lender. Such warrants would be identical to the Private
                                         Placement Warrants, including as to exercise price, exercisability and exercise period.



 


		10.	The Sponsor and each Insider has
                                         full right and power, without violating any agreement to which it is bound (including,
                                         without limitation, any non-competition or non-solicitation agreement with any employer
                                         or former employer), to enter into this Letter Agreement and, as applicable, to serve
                                         as an officer and/or director on the board of directors of the Company and hereby consents
                                         to being named in the Prospectus as an officer and/or director of the Company.



 


		11.	As used herein, (i) “Business
                                         Combination” shall mean a merger, capital stock exchange, asset acquisition,
                                         stock purchase, reorganization or similar business combination, involving the Company
                                         and one or more businesses; (ii) “Common Stock” shall
                                         mean the Class A common stock and Class B common stock; (iii) “Founder
                                         Shares” shall mean the 21,562,500 shares of Class B common stock issued
                                         and outstanding (up to 2,812,500 Shares of which are subject to complete or partial forfeiture
                                         if the over-allotment option is not exercised by the Underwriter); (iv) “Initial
                                         Stockholders” shall mean the Sponsor and any Insider that holds Founder
                                         Shares or Independent Director Shares; (v) “Private Placement Warrants”
                                         shall mean the up to 11,333,333 Warrants (or up to 12,833,333 Warrants if the over-allotment
                                         option is exercised in full) that the Sponsor has agreed to purchase for an aggregate
                                         purchase price of $17,000,000 (or $19,250,000 if the over-allotment option is exercised
                                         in full), or $1.50 per Warrant, in a private placement that shall occur simultaneously
                                         with the consummation of the Public Offering; (vi) “Public Stockholders”
                                         shall mean the holders of securities issued in the Public Offering; (vii) “Trust
                                         Account” shall mean the trust fund into which a portion of the net proceeds
                                         of the Public Offering and the sale of the Private Placement Warrants shall be deposited;
                                         (viii) “Transfer” shall mean the (a) sale of, offer
                                         to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
                                         or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
                                         or increase of a put equivalent position or liquidation with respect to or decrease of
                                         a call equivalent position within the meaning of Section 16 of the Exchange Act,
                                         and the rules and regulations of the Commission promulgated thereunder with respect
                                         to, any security, (b) entry into any swap or other arrangement that transfers to
                                         another, in whole or in part, any of the economic consequences of ownership of any security,
                                         whether any such transaction is to be settled by delivery of such securities, in cash
                                         or otherwise, or (c) public announcement of any intention to effect any transaction
                                         specified in clause (a) or (b); and (ix) “Warrants”
                                         shall mean the Private Placement Warrants, working capital warrants and public warrants.



 


		12.	The Company will use commercially
                                         reasonable best efforts to maintain an insurance policy or policies providing directors’
                                         and officers’ liability insurance, and each Director shall be covered by such policy
                                         or policies, in accordance with its or their terms, to the maximum extent of the coverage
                                         available for any of the Company’s directors or officers.



 


		13.	This Letter Agreement constitutes
                                         the entire agreement and understanding of the parties hereto in respect of the subject
                                         matter hereof and supersedes all prior understandings, agreements, or representations
                                         by or among the parties hereto, written or oral, to the extent they relate in any way
                                         to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
                                         may not be changed, amended, modified or waived (other than to correct a typographical
                                         error) as to any particular provision, except by a written instrument executed by all
                                         parties hereto.



 






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		14.	No party hereto may assign either
                                         this Letter Agreement or any of its rights, interests, or obligations hereunder without
                                         the prior written consent of the other parties. Any purported assignment in violation
                                         of this paragraph shall be void and ineffectual and shall not operate to transfer or
                                         assign any interest or title to the purported assignee. This Letter Agreement shall be
                                         binding on the Sponsor and each Insider and their respective successors, heirs and assigns
                                         and permitted transferees.



 


		15.	Nothing in this Letter Agreement
                                         shall be construed to confer upon, or give to, any person or corporation other than the
                                         parties hereto any right, remedy or claim under or by reason of this Letter Agreement
                                         or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
                                         conditions, stipulations, promises and agreements contained in this Letter Agreement
                                         shall be for the sole and exclusive benefit of the parties hereto and their successors,
                                         heirs, personal representatives and assigns and permitted transferees.



 


		16.	This Letter Agreement may be executed
                                         in any number of original or facsimile counterparts and each of such counterparts shall
                                         for all purposes be deemed to be an original, and all such counterparts shall together
                                         constitute but one and the same instrument.



 


		17.	This Letter Agreement shall be
                                         deemed severable, and the invalidity or unenforceability of any term or provision hereof
                                         shall not affect the validity or enforceability of this Letter Agreement or of any other
                                         term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
                                         or provision, the parties hereto intend that there shall be added as a part of this Letter
                                         Agreement a provision as similar in terms to such invalid or unenforceable provision
                                         as may be possible and be valid and enforceable.



 


		18.	This Letter Agreement shall be
                                         governed by and construed and enforced in accordance with the laws of the State of New
                                         York. The parties hereto (i) all agree that any action, proceeding, claim or dispute
                                         arising out of, or relating in any way to, this Letter Agreement shall be brought and
                                         enforced in the courts of New York City, in the State of New York, and irrevocably submit
                                         to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
                                         any objection to such exclusive jurisdiction and venue or that such courts represent
                                         an inconvenient forum.



 


		19.	Any notice, consent or request
                                         to be given in connection with any of the terms or provisions of this Letter Agreement
                                         shall be in writing and shall be sent by express mail or similar private courier service,
                                         by certified mail (return receipt requested), by hand delivery or facsimile transmission.



 


		20.	This Letter Agreement shall terminate
                                         on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
                                         of the Company; provided, however, that this Letter Agreement shall earlier terminate
                                         in the event that the Public Offering is not consummated and closed by December 31,
                                         2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 






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		Sincerely,
	 	 
	 	NXGEN OPPORTUNITIES, LLC
	 	 	
	 	by:	                             
			Name:
	 	 	Title:



 


	 	 
	 	Charles W. Ergen
	 	 
	 	Jason Kiser
	 	 
	 	Gerald Gorman



 


	Acknowledged and Agreed:	 
	CONX CORP.	 
	 	 	 
	By:		 
	 	Name: Jason Kiser	 
	 	Title: Chief Executive Officer	 


 


[Signature Page to Letter Agreement]