Exhibit 10.5


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification
Agreement (the “Agreement”) is made and entered into as of ____________, 2020 between CONX
Corp., a Nevada corporation (the “Company”), and ____________ (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, highly
competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation;


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more
exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would
have been brought only against the Company or business enterprise itself. Chapter 78 of the Nevada Revised Statutes (the “NRS”)
and the Amended and Restated Articles of Incorporation of the Company (the “Articles”) authorize indemnification
of the directors, officers, employees, fiduciaries and agents of the Company. The Amended and Restated Bylaws of the Company (the
 “Bylaws”) provide that the Company will indemnify the directors and officers of the Company. The NRS
expressly provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and persons acting on behalf of the Company with respect to indemnification;


 


WHEREAS, the
uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;


 


WHEREAS, the
Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS, it
is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on
behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified;


 


WHEREAS, this
Agreement is a supplement to and in furtherance of any indemnification provisions in the Articles and/or the Bylaws of the Company
and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights
of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
does not regard the protection available under the NRS, the Bylaws and insurance as adequate in the present circumstances, and
may not be willing to serve as an officer or a director without adequate protection, and the Company desires Indemnitee to serve
in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that he or she be so indemnified.


 






     



     


    

 


NOW, THEREFORE,
in consideration of Indemnitee’s agreement to serve as an officer and/or a director from and after the date of this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.             Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law,
as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof.


 


(a)            Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of his or her Corporate Status (as hereinafter defined), Indemnitee was
or is a party, or is threatened to be made a party, to any Proceeding (as hereinafter defined) other than a Proceeding by or in
the right of the Company. Pursuant to this Section 1(a), the Company shall indemnify Indemnitee against all Expenses
(as hereinafter defined), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on
his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee either (i) is not
liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s
conduct was unlawful.


 


(b)            Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if,
by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding
brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 1(b), the Company
shall indemnify Indemnitee against all Expenses and amounts paid in settlement actually and reasonably incurred by Indemnitee,
or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if Indemnitee either
(i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification
against such Expenses or other amounts shall be made in respect of any claim, issue or matter as to which Indemnitee shall have
been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for
amounts paid in settlement to the Company, unless and only to the extent that the court in which the Proceeding was brought or
other court of competent jurisdiction shall determine that in view of all the circumstances in the case, Indemnitee is fairly
and reasonably entitled to indemnity for such expenses as the court deems proper.


 


(c)            Termination
of Proceeding. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, adversely affect the right of Indemnitee to indemnification or create an inference or
presumption either that Indemnitee is liable pursuant to NRS 78.138, that Indemnitee did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal
action or proceeding, that Indemnitee had reasonable cause to believe that the conduct was unlawful. The Company acknowledges that
such a resolution, short of final judgment, may be successful on the merits if it permits a party to avoid expense, delay, distraction,
disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than
by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of
money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 






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(d)            Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, the Company shall indemnify Indemnitee to the maximum extent permitted by law, as such may be amended from time to
time, against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection with the defense of
the Proceeding. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to
one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue
or matter.


 


2.            Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1
of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by
law, as may be amended from time to time, against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her, or on his or her behalf, if, by reason of his or her Corporate Status, he or she was or is a party, or
is threatened to be made a party, to any Proceeding (including a Proceeding by or in the right of the Company), including, without
limitation, all liability arising out of the simple or gross negligence, recklessness, or active or passive wrongdoing of Indemnitee.
The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company
shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions,
set forth in Section 6 and Section 7 hereof) to be unlawful.


 


3.            Contribution.


 


(a)            Whether
or not the indemnification provided in Section 1 and Section 2 hereof is available, in respect of any Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay the entire
amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company
hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement
of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such
settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(b)            Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative
benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly
liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the
transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative
benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and
all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if
joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in
such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require
to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee,
who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other
hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain
personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct
is active or passive.


 






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(c)            The
Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers,
directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)           To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and
its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


(e)            The
Company hereby acknowledges that Indemnitee may have rights to indemnification for payment of the judgment or settlement amount
provided by another entity (“Other Indemnitor(s)”). The Company agrees with Indemnitee that the Company
is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement
and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this agreement without
regard to any rights that Indemnitee may have against the Other Indemnitor(s). The Company hereby waives any equitable rights to
contribution or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder until such time
as the Indemnitee has been fully and finally indemnified. The Company further agrees that no payment of Expenses or losses by the
Other Indemnitor(s) to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder.


 


4.             Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason
of his or her Corporate Status, is a witness, or is made (or asked) to respond to discovery requests or otherwise asked to participate
in any Proceeding to which Indemnitee is not a party, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by him or her, or on his or her behalf, in connection therewith.


 


5.            Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on
behalf of Indemnitee in connection with defending any Proceeding within thirty (30) days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and
Indemnitee shall also submit a written undertaking to repay any Expenses advanced if it shall ultimately be determined by a court
of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Any advances
and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. In furtherance of the foregoing, Indemnitee
hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined by a court of competent
jurisdiction that Indemnitee is not entitled to be indemnified by the Company pursuant to the terms of this Agreement.


 






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6.             Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the NRS and public policy of the State of Nevada. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)            To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding
the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion,
shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, the Company is actually
and materially prejudiced as a result of such failure.


 


(b)            Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following three methods,
which shall be at the election of the Board (i) by a majority vote of a quorum consisting of Disinterested Directors (as defined
below), (ii) if a majority vote of a quorum consisting of Disinterested Directors so orders, or if a quorum of Disinterested
Directors cannot be obtained, by Independent Counsel (as defined below) in a written opinion to the Board, a copy of which shall
be delivered to Indemnitee, or (iii) by the stockholders of the Company.


 


(c)            Notwithstanding
anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the
election of Indemnitee made in writing to the Company, and if the Board by a majority vote of a quorum consisting of Disinterested
Directors orders the determination of Indemnitee’s entitlement to indemnification to be made by an Independent Counsel, or
if a quorum of Disinterested Directors cannot be obtained, any determination required to be made pursuant to Section 6(b) above
as to whether Indemnitee is entitled to indemnification shall be made by Independent Counsel selected as provided in this Section 6(c).
The Independent Counsel shall be selected by Indemnitee, unless Indemnitee shall request that such selection be made by the Board.
The party making the selection shall give written notice to the other party advising it of the identity of the Independent Counsel
so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have
been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13
hereof, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection,
the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may
not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty
(20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof,
no Independent Counsel shall have been selected (or, if selected, such selection shall have been objected to) in accordance with
this paragraph, then either the Company or Indemnitee may petition the courts of the State of Nevada or other court of competent
jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection
of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person
as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed
shall act as Independent Counsel under Section 6(c) hereof. The Company shall pay any and all reasonable fees
and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof.
The Company shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this Section 6(c),
regardless of the manner in which such Independent Counsel was selected or appointed.


 






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(d)            If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,
the Independent Counsel shall be selected as provided in this Section 6(d). The Independent Counsel shall be selected
by the Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to
the Company a written objection to such selection; provided, however, that such objection may be asserted only on
the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis
of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written
objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such
objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission
by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel
shall have been selected (or, if selected, such selection shall have been objected to) in accordance with this paragraph, then
either the Company or Indemnitee may petition the appropriate courts of the State of Nevada or other court of competent jurisdiction
for resolution of any objection which shall have been made by Indemnitee to the Company’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall
designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent
Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent
Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay any and all reasonable
fees and expenses incident to the procedures of this Section 6(d), regardless of the manner in which such Independent
Counsel was selected or appointed.


 


(e)            In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company
(including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct.


 


(f)             Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
Whether or not the foregoing provisions of this Section 6(f) are satisfied, it shall in any event be presumed
that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion
by clear and convincing evidence. The Company will promptly advise Indemnitee in writing with respect to any determination that
Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has
been denied.


 






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(g)            Notwithstanding
anything to the contrary set forth in this Agreement, if the person, persons or entity empowered or selected under Section 6
to determine whether Indemnitee is entitled to indemnification shall not have been appointed or shall not have made a determination
within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, unless the Company establishes by written
opinion of Independent Counsel that (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60) day
period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making
such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate
documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(g) shall
not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of
this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the
Disinterested Directors resolve as required by Section 6(b)(iii) of this Agreement to submit such determination
to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt
and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after
such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having
been so called and such determination is made thereat.


 


(h)            Indemnitee
shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel or member of the Board or stockholder of the Company shall act reasonably and in
good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any costs
or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


7.             Remedies
of Indemnitee.


 


(a)            In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5
of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) or
Section 6(c) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification,
or such longer period, not to exceed an additional thirty (30) days, to which the period may be extended pursuant to Section 6(g),
(iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company
of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6
of this Agreement, Indemnitee shall be entitled to an adjudication of Indemnitee’s entitlement to such indemnification
or advancement of expenses either, at Indemnitee’s sole option, in (1) an appropriate court of the State of Nevada,
or any other court of competent jurisdiction or (2) an arbitration to be conducted by a single arbitrator, selected by mutual
agreement of the Company and Indemnitee, pursuant to the rules of the American Arbitration Association. The Company shall
not oppose Indemnitee’s right to seek any such adjudication.


 






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(b)            In
the event that a determination shall have been made pursuant to Section 6(b) or Section 6(c) of
this Agreement that Indemnitee is not entitled to indemnification, (i) any judicial proceeding or arbitration commenced pursuant
to this Section 7 shall be conducted in all respects de novo on the merits, and Indemnitee shall not be prejudiced
by reason of any adverse determination under Section 6(b) or Section 6(c); and (ii) in any such
judicial proceeding or arbitration, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification
under this Agreement.


 


(c)             If
a determination shall have been made pursuant to Section 6(b) or Section 6(c), or shall have been
deemed to have been made pursuant to Section 6(g), of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be obligated to pay the amounts constituting such indemnification within five (5) days after such determination
has been made or has been deemed to have been made and shall be conclusively bound by such determination in any judicial proceeding
commenced pursuant to this Section 7, unless the Company establishes by written opinion of Independent Counsel that
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
misstatement not materially misleading in connection with the request for indemnification or (ii) a prohibition of such indemnification
under applicable law.


 


(d)            In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of, or an award in arbitration
to enforce, his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’
and officers’ liability insurance policies maintained by the Company, the Company shall pay to him or her, or on his or her
behalf, in advance, and shall indemnify him or her against, any and all expenses (of the types described in the definition of Expenses
in Section 13 of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication or arbitration,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance
recovery.


 


(e)            The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 7
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court
or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee
against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of
a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee
in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement
or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the
case may be.


 


8.             Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)            The
rights of indemnification and advancement of expenses as provided by this Agreement shall not be deemed exclusive of, and shall
be in addition to, any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles or the Bylaws
of the Company, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise, and nothing in this
Agreement shall diminish or otherwise restrict Indemnitee’s rights to indemnification or advancement of expenses under any
of the foregoing. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status
prior to such amendment, alteration or repeal. To the extent that a change in the NRS, whether by statute or judicial decision,
permits greater indemnification than would be afforded currently under the Articles, the Bylaws and this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change and Indemnitee
shall be deemed to have such greater benefits hereunder. No right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. The Company shall not adopt
any amendments to its Articles or Bylaws, the effect of which would be to deny, diminish or encumber Indemnitee’s right to
indemnification or advancement of expenses under this Agreement, any other agreement or otherwise, without the prior written consent
of the Indemnitee.


 



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(b)            The
Company shall use commercially reasonable efforts to obtain and maintain in effect one or more policies of insurance with reputable
insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions
and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee 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
such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured
in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of
the Company’s directors and officers.


 


(c)            In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights (with all of Indemnitee’s
reasonable expenses, including, without limitation, attorneys’ fees and charges, related thereto to be reimbursed by or,
at the option of Indemnitee, advanced by the Company).


 


(d)            The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(e)            The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses
from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9.             Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)            for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b)            for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or similar provisions of state statutory law or common law; or


 


(c)            for
any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits
realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any
such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase
and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 






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(d)            for
any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted
by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock
exchange listing requirements implementing Section 10D of the Exchange Act; or


 


(e)            in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of
any Proceeding) initiated by Indemnitee against the Company (other than to enforce Indemnitee’s rights under this Agreement)
or its directors, officers, employees or other indemnitees, unless (i) the Board of the Company authorized the Proceeding
(or such part of the Proceeding) prior to its initiation, or (ii) the Company indemnifies Indemnitee, in its sole discretion,
independently of this Agreement pursuant to the powers vested in the Company under applicable law.


 


10.           Retroactive
Effect; Duration of Agreement; Successors and Binding Agreement. All agreements and obligations of the Company contained herein
shall be deemed to have become effective upon the date Indemnitee first had Corporate Status; shall continue during the period
Indemnitee has Corporate Status; and shall continue thereafter so long as Indemnitee may be subject to any Proceeding (or any action
commenced under Section 7 hereof) by reason of his or her Corporate Status, whether or not he or she is acting or serving
in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger, consolidation, reorganization or otherwise to all or
substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.
The Company shall require any such successor to all or substantially all of the business or assets of the Company, by agreement
in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. Except
as otherwise set forth in this Section 10, this Agreement shall not be assignable or delegable by the Company.


 


11.           Security.
To the extent requested by Indemnitee and approved by the Board of the Company, the Company may at any time and from time to time
provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded
trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.


 


12.           Enforcement.


 


(a)            The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve, or continue to serve, as an officer or a director of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving or continuing to serve as an officer or a director of the Company.


 


(b)            This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.


 






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13.           Definitions.
For purposes of this Agreement:


 


(a)            “Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
events:


 


(i)             Acquisition
of Stock by Third Party. Other than nXgen Opportunities, LLC (the “Sponsor”) or an affiliate thereof,
any Person (as defined below) is or becomes the “beneficial owner” as defined in Rule 13d-3 under the Exchange
Act (a “Beneficial Owner”), directly or indirectly, of securities of the Company representing fifteen
percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally
in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities
by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally
in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below)
and such acquisition would not constitute a Change in Control under part (iii) of this definition;


 


(ii)            Change
in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by
the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors
then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved
(collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of
the members of the Board;


 


(iii)           Corporate
Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination, involving the Company and one or more businesses or assets (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who
were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership
immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other
than the Sponsor or an affiliate thereof, no Person (excluding any corporation resulting from such Business Combination) is the
Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding
securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such
ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation
resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of
the action of the Board of Directors, providing for such Business Combination;


 


(iv)           Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements
for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the
Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board
to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or


 


(v)            Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under
the Exchange Act, whether or not the Company is then subject to such reporting requirement.


 






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(b)            “Corporate
Status” means the fact that a person is or was a director, officer, employee, agent or fiduciary of the Company or
is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.


 


(c)            “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(d)            “Enterprise”
shall mean the Company, and any other corporation, constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, partnership, joint venture,
trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company
as a director, officer, trustee, partner, manager, managing member, employee, agent or fiduciary.


 


(e)            “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred or actually incurred
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing
to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in a Proceeding. Expenses also
shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the
premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Should
any payments by the Company to or for the account of Indemnitee under this Agreement be determined to be subject to any federal,
state or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same
after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined
to apply to those payments. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made
written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit
of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively to
be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines
against Indemnitee.


 


(f)            “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable
fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 






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(g)            “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof;
provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below)
of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of
any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan
of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(h)            “Proceeding”
includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative, legislative or investigative
(formal or informal); in each case whether or not Indemnitee’s Corporate Status existed at the time any liability or expense
is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this
Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her
rights under this Agreement.


 


(i)             “Subsidiary,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity
of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by
that Person.


 


14.           Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision
shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.           Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16.           Notice
by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement unless, and only to the extent that, the Company is actually and materially
prejudiced as a result of such delay or failure.


 


17.           Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile, or (c) upon
delivery when sent by a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent:


 


(a)           To
Indemnitee at the address set forth below Indemnitee’s signature hereto.


 


(b)           To
the Company at:


 


CONX Corp.


5701 S. Santa Fe Dr.

Littleton, CO 80120


 


or to such other address as may have been
furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 






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18.           Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same the same instrument. Counterparts may be delivered
via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000,
e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


19.           Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


20.           Successors
and Assigns. The terms of this Agreement shall be binding upon the Company and its successors and assigns (including any direct
or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets
of the Company) and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors,
administrators and other legal representatives.


 


21.           Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection
with this Agreement (other than an arbitration pursuant to Section 7 hereof) shall be brought only in the Eighth Judicial
District Court of Clark County (the “Nevada Court”), and not in any other state or federal court in the
United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada
Court for purposes of such action or proceeding, (iii) waive any objection to the laying of venue of any such action or proceeding
in the Nevada Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Nevada Court has been brought in an improper or inconvenient forum.


 


22.           Waiver
of Claims to Trust Account. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that it
does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in
the trust account established in connection with the Company’s initial public offering for the benefit of the Company and
holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out
of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on and as of the day and year first above written.


 


		COMPANY
	 	 	 
	 	CONX CORP.
	 	 	 
	 	By:	             
	 	Name:
	 	Title:



 


		 	INDEMNITEE
	 	 	 
	 	 	Name:



 


		Address:	 
	 	 	 
	 	 	 



 


[Signature
Page to Indemnification Agreement]