Exhibit 10.4


 


VESTING AGREEMENT


 


This
VESTING AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2021, by and among GX Sponsor LLC, a Delaware
limited liability company (“Sponsor”), Celularity Inc. (f/k/a GX Acquisition Corp.
(“GX”)), a Delaware corporation (“Parent”), and each of the other Persons set forth on the
signature pages hereto (the “Insiders” and together with the Sponsor, the “Stockholders”).


 


RECITALS


 


A. Parent
and Celularity Operations Inc. (formerly known as Celularity Inc.) (“Legacy Celularity”) entered into a Merger Agreement
and Plan of Reorganization, dated as of January 8, 2021, (the “Merger Agreement”), which provides (upon the terms and
subject to the conditions set forth therein) for a business combination transaction whereby a subsidiary of Parent merged with and into
Legacy Celularity, with Legacy Celularity being the surviving corporation and a direct wholly owned subsidiary of Parent (the “Merger”
and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).


 


B. As
of the Effective Time, Sponsor and the Insiders are the beneficial and record owners of 7,187,500 shares of Class A Common Stock of Parent
(the “Subject Securities”).


 


NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby
agree as follows:


 


1. Definitions.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned
to them in this Section 1 or elsewhere in this Agreement.


 


“Consent”
shall mean any consent, approval, authorization, permit or notice.


 


“Change of Control”
shall mean:


 


(i) the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding
shares of capital stock of Parent (the “Outstanding Parent Shares”), or (B) the combined voting power of the then outstanding
voting securities of Parent entitled to vote generally in the election of directors (the “Outstanding Parent Voting Securities”),
in each case, taking into account any options or other rights to acquire Outstanding Parent Shares or Outstanding Parent Voting Shares
held by such Person; or


 




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(ii) individuals
who, as of the date of this Agreement, constitute the board of directors of Parent (the “Incumbent Board”) cease for
any reason to constitute a majority of such board of directors; provided, however, that any individual becoming a director of Parent or
its successor subsequent to the date hereof whose election, or nomination for election by Parent shareholders, was approved by a vote
of a majority of the directors of Parent then comprising the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Parent board of directors; or


 


(iii) consummation
of an extraordinary transaction at Parent (including by way of reorganization, merger, amalgamation or consolidation), with or without
approval by the shareholders of Parent, as applicable, in each case, unless, following such transaction, (A) more than 70% of the then
outstanding shares of common stock (or equivalent security) of the company resulting from such transaction and the combined voting power
of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of such securities
immediately prior to such transaction in substantially the same proportions as their ownership immediately prior to such transaction,
and (B) a majority of the members of the board of directors of the company resulting from such transaction were members of the Incumbent
Board at the time of the execution of the initial agreement providing for such reorganization, merger, amalgamation or consolidation;
or


 


(iv) consummation
of a sale or other disposition of all or substantially all the assets of Parent, with or without approval by the shareholders of Parent;
or


 


(v) any
other transaction whereby any Person obtains control over the direction of the affairs of Parent. For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under
common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement
or otherwise.


 


(vi) “Lock-Up
Agreement” shall mean that certain Lock-Up agreement executed by the Sponsor and each of the Insiders as of the date hereof.


 


“Permitted Transferee”
shall mean (a) with respect to any Person that is an individual, any member of such individual’s immediate family and/or any trust,
partnership, limited liability company, or other similar estate planning vehicle that such individual controls and the beneficiaries of
which are only such individual or such individual’s immediate family, and any other transferee who receives Subject Securities by
will or the Laws of descent and distribution; and (b) with respect to any other Person, any Affiliate of such Person.


 


“Sponsor Agreement”
shall mean that certain Letter Agreement, dated May 20, 2019, by and between Parent and Sponsor.


 




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“Transfer”
shall mean (a) 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, directly or indirectly, or establish or increase a put equivalent position or liquidate with respect to or
decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or (b) 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 securities,
whether any such transaction is to be settled by delivery of such securities.


 


“Underwriting Agreement”
shall mean that certain Underwriting Agreement, dated as of May 20, 2019, by and between Parent and Cantor Fitzgerald & Co., acting
on behalf of itself and as the representative of the several underwriters named therein.


 


“VWAP”
shall mean, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities
exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending
at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing
does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by
Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the
highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group
Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such
date(s) shall be the fair market value per share on such date(s) as reasonably determined by Parent, on the one hand, and Cooper Road
LLC and Dean C. Kehler (or their designee), on the other hand, in consultation with each other.


 


2. Sponsor
Vesting Shares.


 


(a) Vesting
Shares. 1,796,875 shares of Class A Common Stock of Parent in the aggregate held by the Sponsor and the Insiders (such shares, the
“Vesting Shares”), with the amount of Vesting Shares held by each of the Sponsor and each Insider set forth on Schedule
I hereto, shall, concurrently with the Effective Time, have a legend (the “Legend”) in substantially the following
form affixed to them and be held subject to the terms and conditions of this Section 2: “THE SECURITIES EVIDENCED HEREIN
ARE SUBJECT TO RESTRICTIONS ON TRANSFER, AND CERTAIN OTHER AGREEMENTS, SET FORTH IN THE VESTING AGREEMENT, DATED AS OF July 16, 2021,
BY AND AMONG GX ACQUISITION CORP. AND THE OTHER PARTIES THERETO.” All other shares of Common Stock of Parent held by the Sponsor
and the Insiders shall remain outstanding following the Effective Time in accordance with their existing terms and the terms of the Sponsor
Agreement.


 


(b) Procedures
Applicable to the Vesting Shares .


 


(i) As
soon as practicable, and in any event within one Business Day after the earlier to occur of Parent (A) becoming aware of the occurrence
of a Triggering Event (as defined below) or (B) receiving written notice of a Triggering Event from Sponsor and/or Insiders (which
Triggering Event has in fact occurred), Parent shall remove, or cause to be removed, the Legend from the books and records of Parent or
its transfer agent evidencing the Vesting Shares and such shares shall no longer be subject to the vesting restrictions set forth in this
Section 2 (any such removal of Legend and other restrictions, a “Release”). Any Vesting Shares that are Released
in accordance with the terms of Section 2(c) shall remain subject to the terms of the Lock-Up Agreement.


 




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(ii) Subject
to the provisions of the Lock-Up Agreement, none of the Sponsor nor the Insiders shall Transfer any Vesting Shares until the date on which
the relevant Triggering Event has occurred as described in Section 2(c) below and the Legend on such shares has been removed
from such shares, except to the extent permitted by Section 2(b)(iii).


 


(iii) Notwithstanding
the provisions set forth in Section 2(b)(ii), transfers of the Vesting Shares that are held by the Sponsor, the Insiders or any
of its or their Permitted Transferees, are permitted (a) to the extent provided for in Section 2 of the Lock-Up Agreement and (b) in the
case of a limited liability company, for gifts among members of such limited liability company.


 


(iv) Any
Vesting Shares not required to be Released in accordance with the terms of Section 2(c) or Section 2(e) on or before the
tenth (10th) anniversary of the Effective Time shall immediately thereafter be forfeited to Parent and canceled and neither
the Sponsor nor the Insiders hereto shall have any rights with respect thereto.


 


(c) Release
of Vesting Shares. The Vesting Shares shall be Released at such time as the VWAP equals or exceeds $12.00 per share for twenty (20)
of any thirty (30) consecutive trading days commencing after the Effective Time on the Nasdaq (the “Triggering Event”).


 


(d) Equitable
Adjustments. The VWAP target set forth in Section 2(c) shall be equitably adjusted for any stock splits, stock dividends, reorganizations,
recapitalizations and the like affecting the common stock of Parent after the date of this Agreement.


 


(e) Acceleration
Event. If, on or before the tenth (10th) anniversary of the Effective Time, there is a Change in Control, then immediately
prior to the consummation of such Change in Control (i) the Triggering Event shall be deemed to have occurred and (ii) the applicable
Vesting Shares shall be Released and the Sponsor and the Insiders shall be eligible to participate in such Change in Control.


 


(f) Notwithstanding
anything in this Agreement to the contrary, holders of Vesting Shares shall be entitled to vote such Vesting Shares and receive dividends
and other distributions in respect of such Vesting Shares prior to the Release of any such Vesting Shares.


 


3. Representations
and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as follows:





 


(a) Authorization,
etc. Such Stockholder has the power, authority and capacity to execute and deliver this Agreement and to perform the Sponsor’s
obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and constitutes a legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject only to (i) Laws of general
application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of Law governing specific performance, injunctive
relief and other equitable remedies. If such Stockholder is an entity, such Stockholder is duly organized, validly existing and in good
standing under the Laws of the state of its organization. The undersigned has the power to execute and deliver this Agreement on behalf
of such Stockholder. Such Stockholder has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
If such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder will not violate any provision
of such Stockholder’s governing documents.


 






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(b) No
Conflicts or Consents. The execution and delivery of this Agreement by such Stockholder
do not, and the performance of this Agreement by such Stockholder will not (i) conflict with or violate any Law or order applicable to
such stockholder or by which such Stockholder or any of such Stockholder’s assets is or may be bound or affected or (ii) result
in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without
notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse
of time) in the creation of any lien on any of the securities of Parent owned by such Stockholder pursuant to, any agreement to which
such Stockholder is a party or by which such Stockholder or any of such Stockholder’s Affiliates or assets is or may be bound or
affected. The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder
will not, require any consent, approval or authorization of any Person, except as would not materially affect such Stockholder’s
obligations hereunder.


 


(c) Title
to Securities. As of the date of this Agreement such Stockholder collectively have good and valid title to and hold of record (free
and clear of any liens other than those arising under applicable securities Laws or as would not otherwise restrict the performance of
the Stockholders’ obligations pursuant to this Agreement) the Subject Securities.


 


4. Representations
and Warranties of Parent. Parent hereby represents and warrants to the other parties hereto as follows:


 


(a) Authorization,
etc. Parent has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly executed and delivered by Parent and constitutes a legal, valid and binding obligation of Parent enforceable
against Parent in accordance with its terms, subject only to (i) Laws of general application relating to bankruptcy, insolvency and the
relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. Parent is duly
organized, validly existing and in good standing under the Laws of the State of Delaware. The undersigned has the power to execute and
deliver this Agreement on behalf of Parent. Parent has taken all necessary action to authorize the execution, delivery and performance
of this Agreement. The execution, delivery and performance of this Agreement by Parent will not violate any provision of Parent’s
governing documents.





 


(b) No
Conflicts or Consents. The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent
will not (i) conflict with or violate any Law or order applicable to Parent or by which Parent or any of its assets is or may be bound
or affected or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other
Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of any agreement to
which Parent is a party or by which Parent or any of its Affiliates or assets is or may be bound or affected. The execution and delivery
of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, require any consent, approval or authorization
of any Person, except as would not materially affect Parent’s obligations hereunder.


 






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5. Termination.
This Agreement shall terminate, and no party shall have any rights or obligations hereunder and this Agreement shall have no further effect,
upon the mutual written agreement of the parties hereto. Notwithstanding anything herein to the contrary, Section 2 shall terminate
only upon the earlier to occur of, (a) such time as all of the Vesting Shares shall have been Released and (b) the forfeit and
cancellation of Vesting Shares in accordance with Section 2(b)(iv). No such termination, however, shall relieve any party
hereto of any liability or damages to the other party hereto resulting from any willful breach of, or actual fraud in connection with,
this Agreement prior to its termination.


 


6. Miscellaneous.


 


(a) Conflicting
Agreements. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions
of the Sponsor Agreement, this Agreement shall control with respect to the subject matter thereof.


 


(b) Further
Assurances. From time to time and without additional consideration, the parties hereto shall use its reasonable best efforts to execute
and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, consents and other instruments,
and shall take such further actions, as reasonably required for the purpose of carrying out and furthering the intent of this Agreement.


 


(c) Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice
given in accordance with this Section 7(c))


 


if to the Sponsor or the other signatories hereto (other than
Parent), to:


 


GX Sponsor LLC

1325 Avenue of the Americas, 25th Floor

New York, New York 10019

Attention:Jay Bloom and Dean Kehler

Email:jay.bloom@trimarancapital.com and


dean.kehler@trimarancapital.com


 




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with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

Attention: Michael Chitwood and Michael Civale

Email: Michael.Chitwood@skadden.com and

Michael.Civale@skadden.com


 


if to the Parent, to:


Celularity Inc.


170 Park Avenue


Florham Park, NJ 07932


Attention:Keary Dunn


Email:keary.dunn@celularity.com


 


with a copy to:


Cooley LLP


55 Hudson Yards


New York, NY 10001-2157


Attention: Yvan-Claude Pierre and Kevin Cooper


Email:ypierre@cooley.com and kcooper@cooley.com


 


or to such other address or addresses as the parties
may from time to time designate in writing.


 


(d) Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions
be consummated as originally contemplated to the fullest extent possible.


 


(e) Entire
Agreement; Assignment; Binding Effect; No Third Party Rights. This Agreement constitute the entire agreement among the parties with
respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof, except for the Non-Disclosure Agreement. This Agreement shall not be assigned
(whether pursuant to a merger, by operation of law or otherwise) by any party without the prior express written consent of the other parties
hereto. This Agreement shall be binding on the successor and assigns of any party hereto.


 


(f) Amendment.
This Agreement may be amended in writing by the parties hereto at any time. This Agreement may not be amended except by an instrument
in writing signed by each of the parties hereto.


 




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(g) Specific
Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance
with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement or to enforce specifically the performance of the terms and provisions hereof in the Court of Chancery of the State of Delaware
or, if that court does not have jurisdiction, any court of the United States located in the State of Delaware without proof of actual
damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement.
Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate
and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.


 


(h) Governing
Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts
executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement shall be
heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware
Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware
state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and
with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any
party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions
in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein.
Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further
waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not
to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or
the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as
described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal
process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue
of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 


(i) Waiver
of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to
a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the
transactions contemplated hereby. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party
has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver
and (b) acknowledges that it and the other hereto have been induced to enter into this Agreement and the Transactions, as applicable,
by, among other things, the mutual waivers and certifications in this Section 7(i).


 


(j) Counterparts;
Electronic Delivery. This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission)
in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement. Delivery by email to counsel for the other
parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.


 


(k) Headings.
The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


[The remainder of this page is intentionally
left blank.]


 




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IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Agreement as of the date first above written.


 


	 	GX SPONSOR LLC
	 	 
	 	By: 	/s/
Dean C. Kehler
	 	 	Name:  	Dean C. Kehler
	 	 	Title:	 Managing Member


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	CELULARITY INC.
	 	 
	 	By: 	/s/
Robert Hariri
	 	 	Name:  	 Robert Hariri, M.D., Ph.D.
	 	 	Title:	 President and CEO


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Andrea J.
    Kellett
	 	Andrea J. Kellett


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Arthur Baer
	 	Arthur Baer


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


 


	 	COOPER ROAD, LLC
	 	 
	 	By:	/s/ Jay R. Bloom
	 	 	Name:  	 Jay R. Bloom
	 	 	Title:	 Managing Member


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Daniel Wagner
	 	Daniel Wagner


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Dean C. Kehler
	 	Dean C. Kehler


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Gabriel Wagner
	 	Gabriel Wagner


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	HW 2015 TRUST
    U/A 7/23/15
	 	 
	 	By:	/s/ Elaine Weinberger
	 	 	Name:   	Elaine Weinberger
	 	 	Title:	 Trustee


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Jordan S. Bloom
	 	Jordan S. Bloom


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Edgar Lee Giovannetti
	 	Edgar Lee Giovannetti


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Leon Wagner
	 	Leon Wagner


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Marc B. Mazur
	 	Marc B. Mazur


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Michael G. Maselli
	 	Michael G. Maselli


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	/s/ Paul S. Levy
	 	Paul S. Levy


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	SCJC, LLC
	 	 
	 	By:	 /s/ Jason Capone
	 	 	Name:  	 Jason Capone



 


[Signature Page to Sponsor Support
Agreement]


 




     


     


    

 


	 	ELIZABETH KEHLER 2012 TRUST
	 	 
	 	By: 	/s/ Elizabeth Kehler
	 	 	Name:   	Elizabeth Kehler
	 	 	Title: 	Trustee


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


SCHEDULE I


 


	Sponsor/Insider	 	Number of Vesting Shares	 
	GX Sponsor LLC	 	 	25,000	 
	Cooper Road LLC (4)	 	 	415,313	 
	Dean C. Kehler (5)	 	 	353,692	 
	Elizabeth Kehler 2012 Trust (5)	 	 	98,594	 
	Michael G. Maselli	 	 	98,999	 
	Jordan S. Bloom (4)	 	 	36,973	 
	Andrea J. Kellett	 	 	3,697	 
	Arthur Baer	 	 	38,824	 
	Paul S. Levy	 	 	176,129	 
	HW 2015 Trust u/a 7/23/15	 	 	176,129	 
	Marc B. Mazur	 	 	12,232	 
	Leon Wagner	 	 	152,625	 
	Gabriel Wagner	 	 	8,627	 
	Daniel Wagner	 	 	8,627	 
	SCJC, LLC	 	 	169,879	 
	Edgar Lee Giovannetti	 	 	21,534	 



 


[Signature Page to Sponsor Support Agreement]