Exhibit 4.5


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE LAWS AND MAY NOT BE OFFERED FOR
SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES
IS EFFECTIVE UNDER SUCH ACT AND THE TRANSACTION IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM
THE REGISTRATION REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE LAW AND, IF THE COMPANY REQUESTS,
AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN A LETTER AGREEMENT WITH THE COMPANY (A COPY OF WHICH MAY BE OBTAINED
FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN VIOLATION OF SUCH RESTRICTIONS.


 


	NUMBER	SHARES
	 	 
	C-	 
	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	ISSUE DATE:  October [          ], 2020


 


CONX CORP.

CLASS A COMMON STOCK


 


THIS CERTIFIES THAT
                  (the “Holder”) is the owner of
                  fully paid and non-assessable shares of Class A common stock,
par value $0.0001 per share (the “Common Stock”), of CONX Corp., a Nevada corporation (the “Company”),
which will become transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate
properly endorsed beginning on the dates, and subject to the conditions, specified herein.


 


The shares of
Common Stock represented by this certificate shall vest and, subject to restrictions on transfer under applicable Federal or
State securities laws and a letter agreement with the Company, become transferable immediately upon the date on which the
Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination involving the Company and one or more businesses or assets, subject to the Holder’s continued service with
the Company or any other person of which a majority of the outstanding shares or other equity interests having the power to
vote for directors or comparable managers are owned, directly or indirectly, by the Company (an
 “Affiliate”) until the closing of such transaction. Any shares of Common Stock represented
by this certificate that are unvested on the date on which the Holder’s service to the Company and its Affiliates
terminates for any reason shall automatically be returned to the Company for no consideration.


 


By accepting the issuance
of the shares of Common Stock represented by this certificate, the Holder hereby authorizes the Company to withhold a number of
shares of Common Stock represented by this certificate with a fair market value (as determined by the Company) equal to the amount
necessary to satisfy any taxes required to be withheld on the vesting of the shares of Common Stock represented by this certificate,
and any such withheld shares shall automatically be returned to the Company for no consideration.


 


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


 


	 	 
	Authorized Signatory	 


 






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CONX Corp.


 


The Company will furnish
without charge to each stockholder 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. This certificate and the shares represented thereby are issued and shall be
held subject to all the provisions of the Company’s Amended and Restated Articles of Incorporation and all amendments thereto
and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary
of the Company), to all of which the holder of this certificate by acceptance hereof assents.


 


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
	TEN ENT -	as tenants by the entireties
	JT TEN -	as joint tenants with rights of survivorship and not as tenants in common
	UNIF GIFT MIN ACT	Custodian
	 	 
	 	(Cust)	(Minor)
	 	 
	 	under Uniform Gift to Minors Act
	 	 
	 	(State)



 


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


 


	 	For value received, 	hereby sells, assigns and transfers unto




 


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

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


 


shares of Common Stock represented by
the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney to transfer
the said shares of Common Stock 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).	 	 



 






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