Exhibit
4.1


 


	NUMBER	UNITS 
	U-	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 
	 	CUSIP 212873 202


 


CONX CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND ONE-FOURTH OF ONE

REDEEMABLE WARRANT,

EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A 

COMMON STOCK


 


THIS CERTIFIES THAT             is
the owner of                   Units.


 


Each Unit (“Unit”)
consists of one share of Class A common stock, par value $0.0001 per share (“Common Stock”), of
CONX Corp., a Nevada corporation (the “Company”), and one-fourth of one redeemable warrant (the “Warrant”).
Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Only
whole Warrants are exercisable. Each whole Warrant will become exercisable on the later of (i) thirty (30) days after the
Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses (each a “Business Combination”), and (ii) twelve
(12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m.,
New York City Time, on the date that is five (5) years after the date of the Company’s completion of the initial Business
Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Common Stock and
Warrants comprising the Units represented by this certificate are not transferable separately prior to                ,
2020, unless Deutsche Bank Securities Inc. elects to allow separate trading earlier, subject to the Company’s filing of a
Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the
Company’s receipt of the gross proceeds of the Company’s initial public offering and issuing a press release announcing
when separate trading will begin. No fractional Warrants will be issued upon separation of the Units. The terms of the Warrants
are governed by a Warrant Agreement, dated as of               , 2020, between
the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of
the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York
10004, and are available to any Warrant holder on written request and without cost.


 


This certificate is
not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.


 


This certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile
signature of a duly authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent


 



     


     


    

 


CONX CORP.


 


The Company will furnish
without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	TEN 

COM	—	as tenants in common	UNIF GIFT MIN

 ACT	—	 	Custodian	 
	TEN

 ENT	—	as tenants by the entireties	 	 	   (Cust)	 	   (Minor)
	JT 

TEN	—	as joint tenants with right of 

survivorship and not as 

tenants in common	 	 	
        under Uniform Gifts to Minors Act

         

	 	 	 	 	 	__________________________
	 	 	 	 	 	(State)


 


Additional abbreviations may also be used
though not in the above list.


 


For value received,                         hereby
sell, assign and transfer unto


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units represented by the within Certificate,
and do hereby irrevocably constitute and appoint


 


Attorney to transfer
the said Units on the books of the within named Company with full power of substitution in the premises.


 


Dated


 


	 	 	 
	 	 	Notice: The signature(s) to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


	
        Signature(s) Guaranteed:
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).	 	 


 


As more fully described
in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering
dated            , 2020, the holder(s) of this certificate shall be
entitled to receive a pro rata portion of certain funds held in the trust account established in connection with the Company’s
initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in the Company’s
initial public offering and liquidates because it does not consummate an initial business combination by the date set forth (the
 “Last Date”) in the Company’s Amended and Restated Articles of Incorporation, as the same may be amended from
time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering
properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with
respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, or
(iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection
with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial
business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the
holder(s) have any right or interest of any kind in or to the trust account.