Exhibit 10.2


 


EXECUTION VERSION


 


 


COMPANY SUPPORT AGREEMENT


 


This Company Support Agreement
(this “Agreement”) is dated as of September 25, 2022, by and among GX Acquisition Corp. II, a Delaware corporation
(“GX”), NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”),
and the shareholders of the Company set forth on Schedule I hereto (the “Company Shareholders”). Capitalized
terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.


 


RECITALS


 


WHEREAS, as of the date hereof,
each Company Shareholder is a “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) of the common shares in the capital of the Company identified on Schedule I
attached hereto as being beneficially owned by such Company Shareholder (such shares, the “Company Shares”);


 


WHEREAS, contemporaneously with
the execution and delivery of this Agreement, GX, the Company and Big Red Merger Sub Ltd, a Delaware corporation and a direct, wholly
owned subsidiary of the Company (“Merger Sub”), entered into a Business Combination Agreement (as amended or modified
from time to time, the “Business Combination Agreement”) pursuant to which, among other transactions, (i) Merger Sub
will merge with and into GX, with GX surviving the merger, (ii) the Company will purchase all shares of Class A common stock of GX as
the surviving corporation of such merger (other than the shares of Class A common stock then held by the Company) in exchange for Company
Common Shares, (iii) all shares of GX Class A common stock will be transferred by the Company to 0896800 B.C. Ltd., a company organized
under the laws of the Province of British Columbia and a direct wholly owned subsidiary of the Company (“Intermediate Holdco”)
in exchange for additional shares of Intermediate Holdco, and (iv) Elk Creek Resources Corporation, a Nebraska corporation and a direct
wholly owned subsidiary of Intermediate Holdco, will merge with and into GX, with GX surviving (collectively, and together with the other
transactions contemplated by the Business Combination Agreement and the Ancillary Agreements, the “Transactions”);


 


WHEREAS, Mark A. Smith (“Smith”),
as lender, and the Company, as borrower, have entered into a credit facility agreement dated January 16, 2017, providing for a non-revolving
credit facility in the amount of up to $3,500,000 expiring on June 30, 2023 (as amended, the “Smith Credit Agreement”);


 


WHEREAS, Smith and the Company
have entered into a general security agreement dated June 17, 2015 securing, among others, the obligations of the Company under the Smith
Credit Agreement (the “Smith GSA”);


 


WHEREAS, in connection
with the execution by the Company of the Business Combination Agreement, the Company has asked that Smith (i) waive certain Events
of Default (as defined in the Smith Credit Agreement) and/or “defaults” (as defined in the Smith GSA) which have
occurred or may occur, in each case, in connection with the Transactions, (ii) waive such other applicable rights (to acceleration
or otherwise) under the Smith Credit Agreement and the Smith GSA, in each case, with respect to the Transactions, and (iii) provide
its consent and approval, if required, in connection with the Transactions and the entering into by the Company of the Business
Combination Agreement and each of the applicable Ancillary Agreements; and


 






     


     


    

 


WHEREAS, as an inducement to
GX and the Company to enter into the Business Combination Agreement and to consummate the Transactions, the parties hereto desire to agree
to certain matters as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:


 


ARTICLE
I

SUPPORT AGREEMENT; COVENANTS


 


Section 1.1 No
Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Second Merger Effective Time,
(b) such date and time as the Business Combination Agreement has been terminated in accordance with its terms (the earlier of (a)
and (b), the “Support Expiration Time”) and (c) the liquidation of GX, each Company Shareholder shall not (i)
sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree
to dispose of (each, a “Transfer”), directly or indirectly, file (or participate in the filing of) a registration
statement with the SEC (other than the Joint Proxy Statement and Form S-4) or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Company
Shares owned by such Company Shareholder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any shares of Company Shares owned by such Company Shareholder, or grant or
enter into any proxy (except in accordance with this Agreement), voting trust or other agreement or arrangement with respect to the
voting of any Company Shares owned by such Company Shareholder, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii); provided, however, that the foregoing restrictions will not apply to (A) a Company
Shareholder’s transfer to an officer or director of the Company or any affiliate or family member of any of the
Company’s officers or directors; (B) a Company Shareholder’s transfer to a member of such Company Shareholder’s
immediate family, a trust, the beneficiary of which is a member of such Company Shareholder’s immediate family, an affiliate
of such Company Shareholder or a charitable organization; (C) a transfer by virtue of laws of descent and distribution upon death of
such Company Shareholder; (D) a transfer pursuant to a qualified domestic relations order; or (E) a transfer to satisfy tax
withholding obligations in connection with the exercise of rights to purchase Company Shares or the vesting of stock-based awards,
including without limitation, sell-to-cover transactions (each, a “Permitted Transfer”); provided, however,
that, prior to and as a condition to the effectiveness of any Permitted Transfer, the transferee shall have executed and delivered
to GX a joinder or counterpart of this Agreement pursuant to which such transferee shall be bound by all of the applicable terms and
provisions of this Agreement. Any Transfer of any Company Shares in violation of any provision of this Agreement shall be void ab
initio and of no force or effect.


 






    2


     


    

 


Section 1.2 New Shares.
In the event that (a) any Company Shares or other equity securities of the Company are issued to a Company Shareholder after the date
of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination, exchange of shares or
other similar event of Company Shares of, on or affecting the Company Shares owned by such Company Shareholder or otherwise, (b) a Company
Shareholder purchases or otherwise acquires beneficial ownership of any Company Shares or other equity securities of the Company after
the date of this Agreement (including without limitation upon the exercise or settlement of options or other equity-based awards), or
(c) a Company Shareholder purchases or otherwise acquires the right to vote or share in the voting of any Company Shares or other equity
securities of the Company after the date of this Agreement (such Company Shares or other equity securities of the Company, collectively
the “New Securities”), then such New Securities acquired or purchased by, or otherwise issued to, such Company Shareholder
shall be subject to the terms of this Agreement to the same extent as if they constituted the Company Shares owned by such Company Shareholder
as of the date hereof.


 


Section 1.3 Closing Date
Deliverables. On the Closing Date, the Company Shareholders shall deliver to GX and the Company a duly executed copy of the Registration
Rights and Lock-Up Agreement.


 


Section 1.4 Company Shareholder Agreements.
At any meeting of the shareholders of the Company, however called, or at any adjournment thereof, or in any other circumstance in which
the vote, consent or other approval of the shareholders of the Company is sought, each Company Shareholder shall (i) appear at each such
meeting or otherwise cause all of his or her Company Shares to be counted as present thereat for purposes of calculating a quorum and
(ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered)
covering, all of his or her Company Shares:


 


		(a)	in favor of each Company Resolution and any other matter necessary for the consummation of the Transactions;



 


		(b)	against any (i) merger agreement, merger, amalgamation, arrangement or other Acquisition Proposal (in
each case, other than the Business Combination Agreement and the Transactions) or (ii) consolidation, combination, sale of substantial
assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company;



 


		(c)	against any change in the business, management or board of directors of the Company (other than in connection
with the Company Resolutions); and



 


		(d)	against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision
of this Agreement, the Business Combination Agreement or the Transactions, (ii) result in a breach of any covenant, representation, warranty
or any other obligation or agreement of the Company under the Business Combination Agreement, (iii) result in any of the conditions set
forth in Article VI of the Business Combination Agreement not being fulfilled, or (iv) change in any manner the dividend policy or capitalization
of, including the voting rights of any class of shares of, the Company (other than in connection with the Company Resolutions).



 






    3


     


    

 


Section 1.5 Further Assurances.
Each Company Shareholder shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under
applicable Laws to consummate the Transactions on the terms and subject to the conditions set forth therein and herein. Without limiting
the foregoing, no later than five Business Days prior to any meeting of the shareholders of the Company, each Company Shareholder shall
deliver or cause to be delivered to the Company duly executed proxies or voting instruction forms voted in accordance with the terms
hereof, such proxy or voting instruction forms not to be revoked or withdrawn without the prior written consent of GX. Prior to a Company
Recommendation Change, no Company Shareholder will communicate with any shareholder of the Company in a manner inconsistent with the
Company Board recommendation in favor of the Transactions and the Business Combination Agreement.


 


Section 1.6 No Inconsistent
Agreement. Each Company Shareholder represents and covenants that such Company Shareholder has not entered into, and shall not enter
into, any agreement, or amend or modify any existing agreement, that would restrict, limit or interfere with the performance of such
Company Shareholder’s obligations hereunder.


 


Section 1.7 Binding Effect
of Business Combination Agreement. Each Company Shareholder shall be bound by and comply with Section 5.2 and Section 5.8 of the Business
Combination Agreement as if (a) such Company Shareholder was an original signatory to the Business Combination Agreement with respect
to such provision and (b) each reference to “the Company” in Section 5.2 and Section 5.8 of the Business Combination Agreement
also referred to each Company Shareholder. Nothing in this Agreement is intended to restrict a Company Shareholder’s discretion
to act (including, for the avoidance of doubt, Smith), when acting in his or her capacity as an officer or director of the Company, in
a manner consistent with all fiduciary obligations imposed on such Company Shareholder in that capacity, subject to and in accordance
with the Business Combination Agreement. For greater certainty, the obligations of a Company Shareholder hereunder to vote in favor of
the Company Resolutions and not take any actions inconsistent with that support are intended to apply to such Company Shareholder only
in his or her capacity as a holder of securities of the Company and not in such Company Shareholder’s capacity as an officer or
director of the Company, and any such actions taken by a Company Shareholder in such capacity shall not constitute a breach or violation
of this Agreement.


 


Section 1.8 Tax Treatment.
Each party hereto agrees to report the Transactions in all cases in accordance with the Intended Tax Treatment except, and then solely
to the extent, otherwise required by a final determination under applicable Law.




 






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ARTICLE
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1 Representations
and Warranties of the Company Shareholders


 


. Each Company Shareholder represents and warrants
as of the date hereof to GX and the Company (solely with respect to himself or herself and not with respect to any other Company Shareholder)
as follows:


 


(a) Organization;
Due Authorization. Such Company Shareholder has full legal capacity, right and authority to execute and deliver this Agreement and
to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by such Company Shareholder and, assuming
due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding
obligation of such Company Shareholder, enforceable against such Company Shareholder in accordance with the terms hereof (subject to the
Enforceability Exceptions). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement
has full power and authority to enter into this Agreement on behalf of the applicable Company Shareholder.


 


(b) Ownership.
Such Company Shareholder is the beneficial owner (as defined in the Securities Act) of, and has good title to, all of such Company Shareholder’s
Company Shares, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell
or otherwise dispose of such Company Shares (other than transfer restrictions under the Securities Act)) or preemptive or other right
or privilege for the purchase, acquisition or transfer from such Company Shareholder affecting any such Company Shares, other than Liens
pursuant to (i) this Agreement, (ii) the organizational documents of the Company, (iii) the Business Combination Agreement, or (iv) any
applicable securities Laws. As of the date of this Agreement, such Company Shareholder’s Company Shares are the only equity securities
in the Company owned beneficially by such Company Shareholder or over which such Company Shareholder has voting control or direction,
and none of such Company Shareholder’s Company Shares are subject to any proxy, voting trust or other agreement or arrangement with
respect to the voting of such Company Shares. Other than any options to purchase Company Shares, such Company Shareholder does not hold
or own any rights to acquire (directly or indirectly) any equity securities of the Company or any equity securities convertible into,
or which can be exchanged for, equity securities of the Company.


 


(c) No Conflicts.
The execution and delivery of this Agreement by such Company Shareholder does not, and the performance by such Company Shareholder
of his or her obligations hereunder will not require any consent or approval that has not been given or other action that has not
been taken by any Person (including under any contract binding upon such Company Shareholder or such Company Shareholder’s
Company Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the
performance by such Company Shareholder of his or her obligations under this Agreement.


 


(d) Litigation.
There are no Actions pending against such Company Shareholder, or to the knowledge of such Company Shareholder threatened against such
Company Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Entity, which
in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Company Shareholder of his or her obligations
under this Agreement.


 






    5


     


    

 


(e) Brokerage
Fees. Except as set forth on Section 3.24 of the Company Disclosure Letter, no broker, finder, investment banker or other Person is
entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions upon arrangements made by such
Company Shareholder, for which the Company or any of its Affiliates may become liable.


 


(f) Acknowledgment.
Such Company Shareholder understands and acknowledges that each of GX and the Company is entering into the Business Combination Agreement
in reliance upon such Company Shareholder’s execution and delivery of this Agreement.


 


(g) Disclosure.
Each of the undersigned hereby consents to the disclosure of this Agreement and the terms and conditions hereof in any press release or
other documents filed pursuant to applicable securities laws in connection with the Business Combination Agreement or the Transactions.


 


ARTICLE
III

Consent and Waiver


 


Section 3.1 Consent and
Waiver


 


(a) .
Smith hereby consents to and confirms that (in each case, to the extent required pursuant to the Smith Credit Agreement or the Smith GSA):


 


(a) The
Company shall be permitted to enter into the Business Combination Agreement and each of the Ancillary Agreements to which it is a party,
to consummate the Transactions and any Contemplated Financing;


 


(b) The
Company shall be permitted to do, or cause to be done, all such acts and things as may be deemed necessary or desirable by the Company
in order to implement the Transactions, enter into definitive documentation with respect to, and consummate, any Contemplated Financing;
and


 


(c) Any
Event of Default (as defined in the Smith Credit Agreement) or “default” (as defined in the GSA), applicable right to acceleration,
or breach or event of noncompliance which have occurred or may occur, in each case, in connection with the Transactions and any Contemplated
Financing, is hereby waived.


 


(d) The
waiver and consent hereby granted shall be effective only with respect to the matters referred to above and not with respect to any other
events, facts or circumstances, and Smith shall be entitled to assert and exercise in good faith all rights and powers granted to him
under the Smith Credit Agreement and Smith GSA in respect of any such other events, facts or circumstances.


 






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ARTICLE
IV

MISCELLANEOUS


 


Section 4.1 Termination.
This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of (a) the Support Expiration
Time and (b) the written agreement of the Company Shareholders, GX and the Company. Upon a termination of this Agreement all obligations
of the parties under this Agreement or such provisions, as applicable, will terminate, without any liability or other obligation on the
part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any
claim against another (and no Person shall have any rights against such party), whether under contract, tort or otherwise, with respect
to the subject matter hereof; provided, however, that the termination of this Agreement or any provision hereof shall not
relieve any party hereto from liability arising in respect of any breach of this Agreement prior to such termination. This ARTICLE
IV shall survive the termination of this Agreement.


 


Section 4.2 Governing Law;
Venue; Waiver of Jury Trial.


 


(a) This
Agreement will be construed and enforced in accordance with the Laws of the State of Delaware, without regard to the conflict of laws
principles that would result in the application of any Law other than the Law of the State of Delaware.


 


(b) Each of the parties
hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the Court of
Chancery of the State of Delaware (or, to the extent that such Court does not have subject matter jurisdiction, the Superior Court
of the State of Delaware) or, if it has or can acquire jurisdiction, in the United States District Court for the District of
Delaware (collectively, the “Chosen Courts”), in any proceeding arising out of or relating to this Agreement or
the agreements delivered in connection herewith or the Transactions or for recognition or enforcement of any judgment relating
thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such proceeding, except
in the Chosen Courts; (ii) agrees that any claim in respect of any such proceeding may be heard and determined in the Chosen
Courts; (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any such proceeding in the Chosen Courts; and (iv) waives, to the fullest extent permitted by
Law, the defense of an inconvenient forum to the maintenance of such proceeding in the Chosen Courts. Each of the parties agrees
that a final judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by applicable Law. Each party irrevocably consents to service of process inside or outside the
territorial jurisdiction of the Chosen Courts the manner provided for notices in Section 4.7. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.


 


(c) EACH
PARTY HEREBY IRREVOCABLY WAIVES, AND WILL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.


 


Section 4.3 Assignment.
This Agreement will be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and
permitted assigns. No party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law
or otherwise, without the prior written consent of the other Party.


 






    7


     


    

 


Section 4.4 Specific Performance.
The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur
in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such
actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such
provisions. Subject to the other provisions of this Section 4.4, the parties acknowledge and agree (and further agree not
to take any contrary position in any litigation concerning this Agreement) that (a) the parties will be entitled to an injunction
or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the
terms and provisions hereof without proof of damages or otherwise, and that such relief may be sought in addition to and will not limit,
diminish or otherwise impair, any other remedy to which they are entitled under this Agreement, (b) the provisions set forth herein
are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement and will not be construed
to limit, diminish or otherwise impair in any respect any party’s right to specific enforcement, and (c) the right of specific
enforcement is an integral part of the Transactions and without that right, none of the parties would have entered into this Agreement.
The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in accordance with this Section 4.4 will not be required to provide
any bond or other security in connection with any such order or injunction.


 


Section 4.5 Amendment.
This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery
of a written agreement executed by GX, the Company and the Company Shareholders.


 


Section 4.6 Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person
or any circumstance, is invalid or unenforceable, then (a) a suitable and equitable provision will be substituted therefor in order
to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected by such invalidity
or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.


 


Section 4.7 Notices.
All notices and other communications among the parties will be in writing and will be deemed to have been duly given (a) when delivered
in person, (b) when delivered by FedEx or other nationally recognized overnight delivery service, or (c) when delivered by
email (so long as the sender of any such e-mail has not received an e-mail from the applicable server indicating a delivery failure),
in each case, according to the instructions set forth below. Such notices will be deemed given: at the time of personal delivery, if
delivered in person; one (1) Business Day after being sent, if sent by reputable, overnight delivery service and at the time sent (so
long as the sender of any such e-mail has not received an e-mail from the applicable server indicating a delivery failure), if sent by
email prior to 5:00 p.m. local time of the recipient on a Business Day; or on the next Business Day if sent by email after 5:00 p.m.
local time of the recipient on a Business Day or on a non-Business Day.


 






    8


     


    

 


If to GX:


 


GX Acquisition Corp. II


1325 Avenue of the Americas, 28th Floor


New York, New York 10019


	 	Attention: 	Jay Bloom 
	 	 	Dean Kehler 
	 	Email: 	jay.bloom@trimarancapital.com 
	 	 	dean.kehler@trimarancapital.com


 


with a copy to (which will not constitute notice):


 


Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001


	 	Attention:	Michael Chitwood
	 	 	Michael Civale
	 	Email:	Michael.Chitwood@skadden.com
	 	 	Michael.Civale@skadden.com


 


If to a Company Shareholder:


 


To such Company Shareholder’s address set forth in Schedule
I


with a copy to (which will not constitute notice):


 


Jones Day


250 Vesey Street


New York, NY 10281


	 	Attention:	Joel May
	 	 	Ann Bomberger
	 	Email:	jtmay@jonesday.com
	 	 	ambomberger@jonesday.com


 


If to the Company:


 


NioCorp Developments
Ltd.


7000 South Yosemite
Street, Suite 115


Centennial, CO 80112


	 	Attention:  	Mark Smith
	 	 	Neal Shah
	 	Email:  	msmith@niocorp.com
	 	 	nshah@niocorp.com


 


with copies to (which shall not constitute
notice):


 


Jones Day


250 Vesey Street


New York, NY 10281


	 	Attention:	Joel May
	 	 	Ann Bomberger
	 	Email:	jtmay@jonesday.com
	 	 	ambomberger@jonesday.com


 






    9


     


    

 


and to


 


Blake, Cassels & Graydon LLP

2600 – 595 Burrard Street

Vancouver, BC V7X 1L3


	 	Attention:	Bob Wooder
	 	E-mail:	bob.wooder@blakes.com


 


Section 4.8 Counterparts.
This Agreement may be executed in any number of counterparts (including by pdf or other readable electronic format), each such counterpart
being deemed to be an original instrument, with the same effect as if the signature thereto and hereto were upon the same instrument,
and will become effective when one or more counterparts have been signed by each of the parties and delivered (including by email or
DocuSign) to the other parties, and all such counterparts will together constitute one and the same agreement.


 


Section 4.9 Entire Agreement.
This Agreement and the agreements referenced herein constitute the entire agreement, and supersede all other prior agreements, understandings,
representations and warranties both written and oral, among the parties, with respect to the subject matter hereof.


 


Section 4.10 No Third-Party Beneficiaries.
The representations, warranties and covenants set forth herein are solely for the benefit of the other parties, in accordance with and
subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties
hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein; provided
that GX Sponsor II LLC is an intended third-party beneficiary of, and may enforce, GX’s rights under this Agreement.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
BLANK]


 






    10


     


    

 


IN WITNESS WHEREOF, the Company
Shareholders, GX and the Company have each caused this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY SHAREHOLDERS:
	 	 
	 	/s/ Mark A. Smith
	 	Name: Mark A. Smith
	 	 
	 	/s/ Neal Shah
	 	Name: Neal Shah
	 	 
	 	/s/ Scott Honan
	 	Name: Scott Honan
	 	 
	 	/s/ Jim Sims
	 	Name: Jim Sims
	 	 
	 	/s/ Michael Morris
	 	Name: Michael Morris
	 	 
	 	/s/ David Beling
	 	Name: David Beling
	 	 
	 	/s/ Anna Castner Wightman
	 	Name: Anna Castner Wightman


 


[Signature Page to Company Support Agreement]


 




     


     


    

 


	 	GX:
	 	 
	 	GX Acquisition Corp. II
	 	 	 	 
	 	By:	/s/ Dean Kehler
	 	 	Name:	Dean Kehler
	 	 	Title:	Co-Chairman and Chief Executive Officer



 


[Signature Page to Company Support Agreement]


 




     


     


    

 


	 	COMPANY:
	 	 
	 	NIOCORP DEVELOPMENTS LTD.
	 	 	 	 
	 	By:	/s/ Mark Smith
	 	 	Name:	Mark Smith
	 	 	Title:	Chief Executive Officer



 


[Signature Page to Company Support Agreement]


 




     


     


    

 


Schedule I


 


Company Shares


 


	Company Shareholder	 	Company 
 Shares	 
	Mark A. Smith 
c/o NioCorp Developments Ltd. 
7000 South Yosemite Street, Suite 115 
Centennial, CO 80112	 	 	19,565,395	 
	Neal Shah 
c/o NioCorp Developments Ltd. 
7000 South Yosemite Street, Suite 115 
Centennial, CO 80112	 	 	401,000	 
	Scott Honan 
c/o NioCorp Developments Ltd. 
7000 South Yosemite Street, Suite 115 
Centennial, CO 80112	 	 	365,042	 
	Jim Sims 
c/o NioCorp Developments Ltd. 
7000 South Yosemite Street, Suite 115 
Centennial, CO 80112	 	 	390,826	 
	Michael Morris 
c/o NioCorp Developments Ltd. 
7000 South Yosemite Street, Suite 115 
Centennial, CO 80112	 	 	310,876	 
	David Beling 
c/o NioCorp Developments Ltd. 
7000 South Yosemite Street, Suite 115 
Centennial, CO 80112	 	 	589,255	 
	Anna Castner Wightman 
c/o NioCorp Developments Ltd. 
7000 South Yosemite Street, Suite 115 
Centennial, CO 80112	 	 	295,620	 




 


[Schedule I to Company Support Agreement]