Exhibit 10.4


 


GX ACQUISITION CORP. II


1325 Avenue of the Americas, 25th
Floor 


New York, New York 10019


 


March 17, 2021


 


GX Sponsor II LLC


1325 Avenue of the Americas, 25th Floor


New York, New York 10019


 


Re: Administrative
Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between GX Acquisition Corp. II (the “Company”) and GX Sponsor II LLC (“Sponsor”), dated as of the
date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq
Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the
U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation
by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) Sponsor shall make
available, or cause to be made available, to the Company, at 1325 Avenue of the Americas, 25th Floor, New York,
New York, 10019 (or any successor location of HC), certain office space, utilities and secretarial and administrative support
as may be reasonably required by the Company. In exchange therefore, the Company shall pay Sponsor the sum of $20,000 per month
on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) Sponsor hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of,
this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out
of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of
the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of,
or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further
agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other
assets in the Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


This letter agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


This letter agreement
constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State
of New York, without giving effect to its choice of law principles.


 


[Signature Page Follows]


 






     


     


    

 


	
         
	Very truly yours,
	 	 
	 	GX ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ Jay R. Bloom
	 	 	Name:  	Jay R. Bloom 
	 	 	Title: 	Co-Chairman and
    Co-Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


GX SPONSOR II LLC


 


	By:	/s/ Jay R. Bloom	 
	 	Name:	 Jay R. Bloom 	 
	 	Title: 	Managing Member	 


 


[Signature Page to Administrative Support Agreement]