On October 31, 2022, CONX Corp. issued a promissory note in the principal amount of up to $1,168,773.76 to nXgen Opportunities, LLC, pursuant to which the Sponsor agreed to loan the Company up to $1,168,773.76 in connection with the extension of the Company's time to consummate a business combination from November 3, 2022 to June 3, 2023. The Sponsor will initially pay $166,967.68 of such funds to the Company's trust account (the “Trust Account”), which amount will be included in the pro rata amount distributed to (i) holders of shares of the Company's Class A common stock, par value $0.0001 per share, upon the Company's liquidation or (ii) holders of shares of Class A common stock who elect to have their shares redeemed in connection with the consummation of the Company's initial business combination.

The Sponsor or its designee will have the sole discretion whether to continue extending for additional calendar months until June 3, 2023 and if the Sponsor determines not to continue extending for additional calendar months, its obligation to make additional advances will terminate. The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company's initial business combination, or (b) the date of the liquidation of the company.