Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On September 30, 2024, CONX Corp. (the "Company") and certain other investors (such investors together with the Company, the "PIPE Investors") entered into subscription agreements (the "Subscription Agreements") with EchoStar Corporation, a Nevada corporation ("EchoStar") controlled by Charles W. Ergen, pursuant to which the PIPE Investors have agreed, subject to the terms and conditions set forth therein, to purchase from EchoStar an aggregate of 14.265 million shares (the "PIPE Shares") of EchoStar's Class A common stock, par value $0.01 per share, at a purchase price of $28.04 per share, for an aggregate cash purchase price of approximately $400 million (such investment, the "PIPE Investment"). The portion of the PIPE Investment represented by the Company's Subscription Agreement represents an agreement to purchase from EchoStar an aggregate of 1.551 million shares of EchoStar's Class A common stock for an aggregate cash purchase price of approximately $43.5 million. The PIPE Investment is conditioned on and expected to close concurrently with the closing of certain restructuring transactions pertaining to DISH Network Corporation, subject to the terms and conditions set forth in the Subscription Agreements.

The Subscription Agreements contain customary representations and warranties of EchoStar and the PIPE Investors, including the Company, customary conditions to closing, as well as customary indemnification obligations. Pursuant to the Subscription Agreements, EchoStar has agreed to register the resale of the PIPE Shares and is required to prepare and file a registration statement (which will, however, be limited to non-underwritten public offerings) with the U.S. Securities and Exchange Commission (the "SEC") on the closing date of the PIPE Investment.

The Company may assign its rights and obligations under its Subscription Agreement to one or more of its affiliates or, with EchoStar's prior written consent, to another person, provided that no such assignment would relieve the Company of its obligations if such assignee fails to perform such obligations.

The foregoing description of the PIPE Investment does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 hereto and are incorporated by reference herein.