Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On October 29, 2021, CONX Corp. (the "Company") appointed Mr. David K. Moskowitz as a new director to the board of directors of the Company (the "Board"). Mr. Moskowitz has been appointed to serve on the audit committee of the Company, with such appointment effective upon his becoming a director of the Company.

David K. Moskowitz served as a director and senior advisor of DISH Network Corporation until April 2019. Prior to that, Mr. Moskowitz was an Executive Vice President as well as Secretary and General Counsel of DISH Network Corporation until 2007. He was elected to DISH Network Corporation's Board in 1998. Mr. Moskowitz serves on the board of directors of several private companies and charitable organizations. The Board concluded that Mr. Moskowitz should serve on the Board due, among other things, to his business and legal expertise that he brings to the Board.

The Board has affirmatively determined that Mr. Moskowitz meets the applicable standards for an independent director under both the rules of the Nasdaq and Rule 10A-3 under the Securities Exchange Act of 1934.

The Company granted 10,000 shares of restricted unvested Class A common stock to Mr. Moskowitz to compensate him for his services as a director. The shares will vest on 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 Mr. Moskowitz's continued service with the Company or an affiliate thereof until the closing of such transaction.

In connection with this appointment, Mr. Moskowitz and the Company entered into (i) an indemnity agreement on the same terms as the indemnity agreements entered into by the directors and officers of the Company at the time of the Company's initial public offering, a form of which was filed as Exhibit 10.5 to the Company's registration statement on Form S-1, as amended (File No. 333-249223) (the "Registration Statement"), (ii) an amendment to the registration and stockholder rights agreement between the Company, nXgen Opportunities LLC and the Company's directors and officers, a form of which was filed as Exhibit 10.3 to the Registration Statement, under which Mr. Moskowitz has been granted certain registration rights on the same terms as the other holders at the time of the Company's initial public offering, (iii) a joinder to the letter agreement entered into between the Company, nXgen Opportunities LLC and the Company's directors and officers at the time of the Company's initial public offering, a form of which was filed as Exhibit 10.1 to the Registration Statement, and (iv) an award agreement relating to the 10,000 shares of Class A common stock granted to Mr. Moskowitz on the same terms as the restricted Class A common stock issued to independent directors at the time of the Company's initial public offering, a specimen certificate of which was filed as Exhibit 4.5 to the Registration Statement.

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