CONX Corp. to merge with HC2 Broadcasting; $105M loan, EchoStar option for 80.1% of HC2

In connection with entry in the Merger Agreement, the Company, Seller, HC2 and Innovate Corp., a Delaware corporation (“ Innovate Parent ”), entered into an option agreement, dated as of May 29, 2026 (the “ Innovate Option Agreement ”), pursuant to which Seller will have the right to purchase, from time to time, for a period of 18 months following the Closing, up to 15% in the aggregate of the then outstanding equity interests of the Surviving Entity on a fully-diluted basis from the Company at a specified equity valuation.

On May 29, 2026 (the “ Loan Closing Date ”), Merger Sub entered into a Loan Agreement (the “ Loan Agreement ”), as lender, with HC2, as borrower, Seller, and certain of HC2’s subsidiaries and affiliates, as guarantors.

In connection with the entry in the Merger Agreement, the Company, Innovate Parent and EchoStar Corporation (“ EchoStar ”) entered into a letter agreement (the “ EchoStar Option Agreement ”) pursuant to which EchoStar will have the right, but not the obligation, for a period of two years beginning on May 29, 2026, to purchase up to 80.1% of the equity interests of HC2 on a fully-diluted basis at the fair market value of such equity interests

On May 29, 2026, HC2 Merger Sub, LLC, a Delaware limited liability company (“ Merger Sub ”) and a wholly owned subsidiary of CONX Corp. (the “ Company ”), HC2 Broadcasting Holdco, LLC, a Delaware limited liability company (“ Seller ”), and HC2 Broadcasting Holdings Inc., a Delaware corporation (“ HC2 ”), entered into an agreement and plan of merger (the “ Merger Agreement ”)