Common use of Trust Account Clause in Contracts

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this Agreement, GX has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record to be inaccurate in any material respect and/or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $300,162,921 in the trust account established for Trust Account (including an aggregate of approximately $10,500,000 of deferred underwriting commissions being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of February 4, 2021, between GX SPAC and Continental Stock Transfer & Trust Company, as trustee (in such capacity, the Trustee (“Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, Contracts or side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions SPAC Shareholders holding SPAC Ordinary Shares (prior to the First Effective Time) sold in SPAC’s IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A SPAC Ordinary Shares (prior to the First Effective Time) pursuant to the GX Charter), SPAC Charter and the underwriters of SPAC’s IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will may be released other than to pay Taxes and payment to SPAC Shareholders who have been released, except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon the exercise of validly exercised their SPAC Shareholder Redemption Rights pursuant to the GX CharterRight. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and as of the Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To the Knowledge of SPAC, as of the date of this Agreement, following the Closing, no SPAC Shareholder is entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder has exercised his, her or its SPAC Shareholder Redemption Right. As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein contained in Article III and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX HCM has cash at least $300,001,809.83 in the trust account established for Trust Account (including, if applicable, an aggregate of $3,000,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of December 9, 2021, between GX HCM and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record HCM SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described HCM holding HCM Ordinary Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders HCM’s initial public offering who elect shall have elected to redeem their Class A HCM Ordinary Shares pursuant to HCM’s Governing Documents and the GX Charter), underwriters of HCM’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall HCM Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXHCM, threatened in writing with respect to the Trust Account. HCM has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of HCM to commence winding up, dissolve or liquidate by reason of the consummation of the transactions contemplated hereby pursuant to HCM’s Governing Documents shall cease to apply, and as of the Effective Time, HCM shall have no obligation whatsoever pursuant to HCM’s Governing Documents to commence winding up, dissolve and liquidate the assets of HCM by reason of the consummation of the transactions contemplated hereby. To HCM’s knowledge, as of the date hereof, following the Effective Time, no HCM Shareholder (in its capacity as such) shall be entitled to receive any amount from the Trust Account except to the extent such HCM Shareholder is exercising an HCM Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no HCM does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account (after giving effect to HCM Share Redemptions) will not be available to GX at HCM on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $58,000,000 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of September 13, 2021, between GX SPAC and American Stock Transfer & Trust Company, LLC, as trustee (the Trustee (“Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, Contracts or side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions (i) SPAC Stockholders holding SPAC Common Stock (prior to the IPO Underwriter and applicable taxes as SPAC Merger Effective Time) sold in SPAC’s initial public offering (the “IPO”) who shall have elected to redeem their shares of SPAC Common Stock (prior to the SPAC Merger Effective Time) pursuant to the SPAC Governing Documents, (ii) Chardan Capital Markets LLC with respect to the fee payable at Closing described in the GX Public Disclosure Record and SPAC SEC Filings, (iii) the payment Sponsor if the Sponsor chooses to GX Public Shareholders who elect get paid in cash for any part of the outstanding amount due under loans made by the Sponsor or any of its Affiliates to redeem their Class A Shares SPAC, pursuant to Section 2.5(d) of this Agreement and (iv) as contemplated by the GX Charter), following sentence) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall SPAC Share Redemptions. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofClosing, assuming the accuracy obligations of SPAC to dissolve or liquidate pursuant to the SPAC Governing Documents shall terminate, and as of the representations Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Governing Documents to dissolve and warranties liquidate the assets of SPAC by reason of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any consummation of the conditions Transactions. To SPAC’s knowledge, as of the date of this Agreement, following the Closing, no SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the use extent such SPAC Stockholder is exercising a SPAC Share Redemption (or a redemption right in connection with an amendment of SPAC’s Governing Documents to extend SPAC’s deadline to consummate the Business Combination), and excluding claims that a SPAC Stockholder may make against SPAC assets, properties or funds that are not held in the Trust Account will or have been distributed therefrom (other than to other Public Stockholders exercising redemption rights). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not be satisfied been terminated, rescinded, amended or (b) funds available modified in the Trust Account will not be available to GX at the Closingany respect.

Trust Account. As Each Purchaser acknowledges that DSAC is a blank check company with the powers and privileges to effect a Business Combination. Each Purchaser further acknowledges that, as described in the Prospectus, substantially all of DSAC’s assets consist of the close cash proceeds of business three Business Days prior to the execution DSAC’s initial public offering and delivery private placements of this Agreement, GX has cash its securities and substantially all of those proceeds have been deposited in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and Account for the benefit of GX in the amount set forth on the signature pageDSAC, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX certain of its public shareholders and the Trustee (the “Trust Agreement”)underwriters of DSAC’s initial public offering. The Trust Agreement is valid and in full force and effect and enforceable in accordance Each Purchaser acknowledges that, except with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, respect to the Knowledge of GX, by the Trustee. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record to be inaccurate in any material respect and/or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), to any portion of the proceeds in the Trust Account. Prior to the Closing, none of interest earned on the funds held in the Trust Account will have been releasedthat may be released to DSAC to pay its tax obligations, except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earnedif any, and upon the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds cash in the Trust Account will not may be satisfied disbursed only for the purposes set forth in the Prospectus. For and in consideration of DSAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each Purchaser hereby irrevocably waives any right, title, interest or (b) funds available claim of any kind they have or may have in the future in or to any monies in the Trust Account will and agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement, any Ancillary Agreement, and any negotiations, contracts or agreements with DSAC or any other Person; provided, however, that nothing in this Section 6 shall amend, limit, alter, change, supersede or otherwise modify the right of such Purchaser to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for Damages against DSAC, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not be available against the Trust Account or any funds distributed from the Trust Account to GX at holders of DSAC Ordinary Shares in accordance with the ClosingDSAC Governing Document and the Trust Agreement).

Trust Account. As The Trust Account has a balance of the close of business three Business Days prior to the execution and delivery of this Agreement, GX has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”)no less than $80,017,000. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms (subject to the Enforceability Exceptions) and has not been amended or modified. GX Purchaser has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX Purchaser or, to the Knowledge of GXPurchaser, by the Trustee. There are no separate contractsagreements, side letters or other arrangements or understandings agreements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment underwriters of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX IPO, Public Shareholders who elect shall have elected to redeem their Class A Purchaser Ordinary Shares pursuant to Purchaser’s Memorandum and Articles or in connection with an extension of Purchaser’s deadline to consummate a Business Combination) (or Purchaser with respect to the GX Charter), income earned on the proceeds of the Trust Account to cover any tax obligations) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, may be released except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon described in the exercise of Redemption Rights pursuant to the GX CharterTrust Agreement. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge of GXPurchaser, threatened in writing with respect to the Trust Account. As of Since its incorporation, Purchaser has not released any money from the date hereof, assuming Trust Account (other than interest income earned on the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds principal held in the Trust Account will not be satisfied or (b) funds available in as permitted by the Trust Account will not Agreement). Following the Effective Time, no Public Shareholder shall be available entitled to GX at receive any amount from the ClosingTrust Account.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $287,500,000 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a‑7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 1711, 2021, between GX SPAC and Continental Stock Transfer & Trust Company, LLC, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than SPAC Shareholders holding SPAC Ordinary Shares in connection with any SPAC Share Redemption, the payment underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions to and any other amounts set forth on Section 5.9 of the IPO Underwriter and applicable taxes as described in the GX Public SPAC Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), Letter) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall SPAC Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Merger Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Governing Documents shall terminate, and as of the Merger Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Governing Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To SPAC’s knowledge, as of the date hereof, following the Merger Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising an SPAC Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no SPAC does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this Agreementdate hereof, GX has cash there is at least $18,000,000 invested in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record to be inaccurate in any material respect and/or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been releasedmay be released except in accordance with the Trust Agreement, except the Purchaser’s Organizational Documents and Purchaser’s final prospectus dated July 19, 2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. The Purchaser has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit under, and upon is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Trust Agreement, there and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. There are no Actions claims or proceedings pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As of Since July 19, 2021, Purchaser has not released any money from the date hereof, assuming Trust Account (other than interest income earned on the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds principal held in the Trust Account will as permitted by the Trust Agreement). As of the Effective Time, the obligations of Purchaser to dissolve or liquidate pursuant to the Purchaser’s Organizational Documents shall terminate, and, as of the Effective Time, Purchaser shall have no obligation whatsoever pursuant to the Purchaser’s Organizational Documents to dissolve and liquidate the assets of Purchaser by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Purchaser shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Purchaser Class A Common Stock for redemption pursuant to the Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the knowledge of Purchaser, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented, or modified in any respect and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by Purchaser, or, to the knowledge of Purchaser, by the Trustee. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be satisfied materially inaccurate or (bii) funds available entitle any Person (other than holders of Purchaser Class A Common Stock who shall have elected to have their shares of Purchaser Class A Common Stock redeemed pursuant to the Redemption) to any portion of the proceeds in the Trust Account will not be available to GX at the ClosingAccount.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has cash at least $299,000,000 in the trust account established for Trust Account (including, if applicable, an aggregate of approximately $8,715,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of January 25, 2021, between GX Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Acquiror holding Acquiror Ordinary Shares initially sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Acquiror’s initial public offering who elect shall have elected to redeem their Class A Acquiror Ordinary Shares pursuant to Acquiror’s Governing Documents and the GX Charter), underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Amalgamation Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall Acquiror Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXAcquiror, threatened in writing with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in default, in breach or delinquent in performance or any other respect (to the knowledge of Acquiror, claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Amalgamation Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Amalgamation Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby (other than use of the funds in the Trust Account for Acquiror Share Redemptions and to pay the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions). To the knowledge of Acquiror, as of the date hereof, following the Amalgamation Effective Time, no Acquiror Shareholder shall be entitled to receive any amount in the Trust Account except to the extent such Acquiror Shareholder has exercised an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no Acquiror does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Acquiror on the ClosingAmalgamation Closing Date (other than use of the funds in the Trust Account for Acquiror Share Redemptions and to pay the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions).

Trust Account. As of the close date hereof, SPAC had an amount of business three Business Days prior to the execution and delivery of this Agreement, GX has cash assets in the trust account established for the indirect benefit Trust Account of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX not less than $199,000,000. The funds held in the amount set forth on Trust Account are invested in U.S. government securities with a maturity of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the signature page, Investment Company Act and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms and terms. The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified. GX has complied , in all respects with the terms of the Trust Agreement any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trusteecontemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or, to the Knowledge of SPAC, that would entitle any Person (other than the payment (a) in respect of deferred underwriting commissions set forth in Section 5.20 of the SPAC Disclosure Schedules or Taxes, (b) the SPAC Shareholders prior to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Second Merger Effective Time who elect shall have elected to redeem their SPAC Class A Shares pursuant to SPAC’s Organizational Documents or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination, or (c) if SPAC fails to complete a Business Combination within the GX Charter)allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation and dissolution, and then the SPAC Shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Share Contribution Closing, none of the funds held in the Trust Account will have been released, except to cover pay Taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account, and upon the exercise of Redemption Rights to redeem SPAC Class A Shares pursuant to the GX CharterSPAC’s Organizational Documents, or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Relevant Date, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate, and as of the Relevant Date, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub Target Companies contained herein and the compliance by the Company Company, Pubco and the Merger Sub Subs with their respective obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingShare Contribution Closing Date.

Trust Account. As of the close date hereof, SPAC had an amount of business three Business Days prior to the execution and delivery of this Agreement, GX has cash assets in the trust account established for the indirect benefit Trust Account of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX not less than $201 million. The funds held in the amount set forth on Trust Account are invested in U.S. government securities with a maturity of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the signature page, Investment Company Act and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms and has not been amended or modifiedterms. GX SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX SPAC or, to the Knowledge of GXSPAC, by the Trustee. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or, to the Knowledge of SPAC, that would entitle any Person (other than the payment (a) in respect of deferred underwriting commissions set forth in Section 4.21 of the SPAC Disclosure Schedules or Taxes, (b) SPAC Shareholders prior to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Merger Effective Time who elect shall have elected to redeem their Class A SPAC Shares pursuant to the GX Charter)SPAC’s Organizational Documents or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination or (c) if SPAC fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation and dissolution, and then SPAC Shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except to cover pay Taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account, and upon the exercise of Redemption Rights to redeem SPAC Shares pursuant to the GX CharterSPAC’s Organizational Documents, or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX SPAC at the ClosingMerger Effective Time. SPAC has made available to the Company true and complete copies of all Contracts, including engagement letters, with any Person that was, or is, entitled to any underwriting commission (including deferred underwriting commission) in respect of the IPO, including any amendments or other modifications thereto.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX CGAC has cash at least $12.1 million in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of June 16, 2021, between GX CGAC and CST, as trustee (in such capacity, the Trustee (“Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is valid and As of the date hereof, except as set forth in full force and effect and enforceable in accordance with its terms and Section 4.13 of the CGAC Disclosure Letter CGAC has not been amended or modified. GX has complied in all respects with the terms of released any money from the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under Account (other than interest earned thereon as permitted by the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the TrusteeAgreement). There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record CGAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions CGAC Shareholders holding CGAC Ordinary Shares (prior to the Effective Time) sold in CGAC’s IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A CGAC Ordinary Shares (prior to the Effective Time) pursuant to the GX Charter), CGAC Articles of Association) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall CGAC Share Redemptions. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXCGAC, threatened in writing with respect to the Trust Account. CGAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of CGAC to dissolve or liquidate pursuant to the CGAC Articles of Association shall terminate, and as of the Closing, CGAC shall have no obligation whatsoever pursuant to the CGAC Articles of Association to dissolve and liquidate the assets of CGAC by reason of the consummation of the Transactions. To the Knowledge of CGAC, as of the date of this Agreement, following the Closing, no CGAC Shareholder is entitled to receive any amount from the Trust Account except to the extent such CGAC Shareholder has exercised a CGAC Share Redemption. As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein contained in Article III and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX CGAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at CGAC on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has cash at least $115,000,000 in the trust account established for Trust Account (including, if applicable, an aggregate of approximately $4,025,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of October 12, 2021, between GX Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Acquiror holding Acquiror Ordinary Shares initially sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Acquiror’s initial public offering who elect shall have elected to redeem their Class A Acquiror Ordinary Shares pursuant to Acquiror’s Governing Documents and the GX Charter), underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall Acquiror Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXAcquiror, threatened in writing with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in default, in breach or delinquent in performance or any other respect (to the knowledge of Acquiror, claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby (other than use of the funds in the Trust Account for Acquiror Share Redemptions and to pay the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions). To the knowledge of Acquiror, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount in the Trust Account except to the extent such Acquiror Shareholder has exercised an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no Acquiror does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Acquiror on the ClosingClosing Date (other than use of the funds in the Trust Account for Acquiror Share Redemptions and to pay the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions).

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $25,193,578.08 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of July 27, 2021, between GX SPAC and Continental Stock Transfer & Trust Company, as trustee (the Trustee (“Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied , is in all respects with the terms full force and effect, is a valid and binding obligation of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX orSPAC and, to the Knowledge of GXSPAC, by the TrusteeTrustee and is enforceable in accordance with its terms, subject to the Enforceability Exceptions. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) Contracts that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public (a) SPAC Shareholders who elect to redeem their holding SPAC Class A Shares pursuant who shall have elected to effect a SPAC Share Redemption and (b) as contemplated by the GX Charter), following sentence) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than (i) to cover any tax obligation pay Taxes owed by GX SPAC as a result of assets of GX SPAC or interest or other income earned, and upon earned on the exercise assets of Redemption Rights pursuant to the GX CharterSPAC or (ii) in connection with SPAC Share Redemptions. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has complied in all material respects with the Trust Agreement, and SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofClosing, assuming the accuracy obligations of SPAC to dissolve or liquidate pursuant to the SPAC Governing Documents shall terminate and SPAC shall have no obligation whatsoever pursuant to the SPAC Governing Documents to dissolve and liquidate the assets of SPAC by reason of the representations and warranties consummation of the Company and Merger Sub herein and Transactions. To the compliance by Knowledge of SPAC, following the Company and Merger Sub with their respective obligations hereunderClosing, GX has no reason SPAC Shareholder shall be entitled to believe that (a) receive any of the conditions to the use of funds in amount from the Trust Account will not be satisfied except in connection with SPAC Share Redemptions (or (b) funds available a redemption right in connection with an amendment of the Trust Account will not be available SPAC Governing Documents to GX at the Closingextend SPAC’s deadline to consummate a Business Combination).

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this Agreement, GX has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC’s SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person (other than holders of SPAC Ordinary Shares who shall have elected to redeem such shares pursuant to SPAC’s Organizational Documents and the payment underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the payments with respect to exercise of SPAC Shareholder Redemption Rights pursuant to the GX CharterRight by any SPAC Shareholder. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the First Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate, and as of the First Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the transactions contemplated hereby. To SPAC’s Knowledge, as of the date hereof, following the First Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption Right. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no SPAC does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date.

Trust Account. As of the close date hereof, SPAC had an amount of business three Business Days prior to the execution and delivery of this Agreement, GX has cash assets in the trust account established for the indirect benefit Trust Account of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX not less than $15 million. The funds held in the amount set forth on Trust Account are invested in U.S. government securities with a maturity of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the signature page, Investment Company Act and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms and has not been amended or modifiedterms. GX SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX SPAC or, to the Knowledge of GXSPAC, by the Trustee. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or, to the Knowledge of SPAC, that would entitle any Person (other than the payment (a) in respect of deferred underwriting commissions set forth in Section 3.21 of the SPAC Disclosure Schedules or Taxes, (b) SPAC Shareholders prior to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Merger Effective Time who elect shall have elected to redeem their Class A SPAC Shares pursuant to SPAC’s Organizational Documents or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination or (c) if SPAC fails to complete a Business Combination within the GX Charter)allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation and dissolution, and then SPAC Shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except to cover pay Taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account, and upon the exercise of Redemption Rights to redeem SPAC Shares pursuant to the GX CharterSPAC’s Organizational Documents, or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX SPAC at the ClosingMerger Effective Time. SPAC has made available to the Company true and complete copies of all Contracts, including engagement letters, with any Person that was, or is, entitled to any underwriting commission (including deferred underwriting commission) in respect of the IPO, including any amendments or other modifications thereto.

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this Agreement, GX has cash The funds held in the trust account established for Trust Account are invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), Investment Company Act and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust pursuant to that certain Investment Management Trust Agreement, dated August 20, 2020, by and maintained by between STPK and Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee ) (the “Trust Agreement”). There are no separate agreements, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the STPK SEC Reports to be inaccurate in any material respect or, to STPK’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (a) in respect of deferred underwriting commissions or Taxes, (b) Pre-Closing STPK Holders who shall have elected to redeem their STPK Class A Shares pursuant to the Governing Documents of STPK or (c) if STPK fails to complete a business combination as contemplated by a Business Combination Proposal within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, STPK (in limited amounts to permit STPK to pay the expenses of the Trust Account’s liquidation and dissolution) and then STPK’s public shareholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of STPK and the Trust Agreement. The Trust Agreement is valid valid, binding and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX STPK has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX STPK or, to the Knowledge knowledge of GXSTPK, by the Trustee. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description As of the Trust Agreement in the GX Public Disclosure Record to be inaccurate in any material respect and/or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter)date hereof, to any portion of the proceeds in the Trust AccountAccount consists of no less than $383,603,554.00. Prior to the Closing, none of the funds held in the Trust Account will have been released, may be released except to cover any tax obligation owed by GX as a result for the matters described in the second sentence of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX CharterSection 8.19. As of the date of this Agreement, there There are no Actions Proceedings pending or, to the Knowledge knowledge of GXSTPK, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Longview has an amount in cash in the Trust Account equal to at least $690,000,000. The funds held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust account established for the indirect benefit pursuant to that certain Investment Management Trust Agreement, dated as of redeeming GX Public Shareholders March 18, 2021 (the “Trust AccountAgreement”), between Longview and for the benefit of GX in the amount set forth on the signature pageContinental, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Longview SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), to any portion of the proceeds funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing Longview Holders who shall have elected to redeem their Longview Class A Common Stock pursuant to the Governing Documents of Longview or (iii) if Longview fails to complete a business combination within the allotted time period set forth in the Governing Documents of Longview and liquidates the Trust Account, subject to the terms of the Trust Agreement, Longview (in limited amounts to permit Longview to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Longview) and then the Pre-Closing Longview Holders). Prior to the Closing, none of the funds held in the Trust Account will have been are permitted to be released, except in the circumstances described in the Governing Documents of Longview and the Trust Agreement. Longview has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit to date under, and upon is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the exercise Trust Agreement and no event has occurred which, with due notice or lapse of Redemption Rights pursuant to the GX Chartertime or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no Actions claims or proceedings pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As of Since March 18, 2021, Longview has not released any money from the date hereof, assuming Trust Account (other than interest income earned on the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds held in the Trust Account will not be satisfied as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (bB) funds available to the Pre-Closing Longview Holders who have elected to redeem their Longview Class A Common Stock pursuant to the Governing Documents of Longview, each in accordance with the terms of and as set forth in the Trust Account will not be available Agreement, Longview shall have no further obligation under either the Trust Agreement or the Governing Documents of Longview to GX at liquidate or distribute any assets held in the ClosingTrust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX the SPAC has cash at least $63,161,300 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of October 13, 20212022, between GX the SPAC and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement has not been amended or modified, other than in relation to any SPAC Share Redemptions, and is valid and in full force and effect and is enforceable in accordance with its terms terms, and has not been amended no termination, repudiation, rescission, amendment, supplement or modified. GX has complied in all respects with the terms of the Trust Agreement and modification is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trusteecontemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to SPAC Shareholders holding SPAC Ordinary Shares sold in the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A SPAC Ordinary Shares pursuant to the GX Charter), SPAC’s Governing Documents and the underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been releasedmay be released other than (i) to pay Taxes, except (ii) to cover make payments with respect to all SPAC Share Redemptions or (iii) to commence liquidation in accordance with and as required by the Trust Agreement (taking into account any tax obligation owed by GX amendments to the Trust Agreement providing for a longer period of time before the Trust Account is required to be liquidated, including, as a result of assets of GX or interest or other income earnedapplicable, the Second Extension, Third Extension, and upon the exercise of Redemption Rights pursuant to the GX CharterFourth Extension). As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXthe SPAC, threatened in writing with respect to the Trust Account. The SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, as it may be amended in accordance with the terms of this Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of the SPAC to dissolve or liquidate pursuant to the SPAC’s Governing Documents shall terminate, and as of the Effective Time, the SPAC shall have no obligation whatsoever pursuant to the SPAC’s Governing Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To the SPAC’s Knowledge, as of the date hereof, following the Effective Time, no shareholder of the SPAC shall be entitled to receive any amount from the Trust Account except to the extent such shareholder of the SPAC is exercising a SPAC Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company with its obligations hereunder and under the other Transaction Documents, neither the SPAC or Merger Sub with their respective obligations hereunder, GX has no have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the ClosingSPAC and Merger Sub on the Closing Date.

Trust Account. As of May 10, 2024, the close of business three Business Days prior to the execution and delivery of this Agreement, GX has cash Purchaser had at least $23,473,560 in the trust account fund established by the Purchaser for the indirect benefit of redeeming GX Public Shareholders its public shareholders in a United States-based account (the “Trust Account”), which is established and for maintained by the benefit of GX in the amount set forth on the signature pageTrustee, and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Purchaser SEC Documents to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to the Purchaser Shareholders holding Purchaser Shares sold in Purchaser’s IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A Purchaser Shares pursuant to the GX Charter), Purchaser’s Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall Purchaser Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge of GXthe Purchaser Parties, threatened in writing with respect to the Trust Account. Purchaser has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Purchaser to dissolve or liquidate pursuant to Purchaser’s Organizational Documents shall terminate, and as of the Effective Time, Purchaser shall have no obligation whatsoever pursuant to Purchaser’s Organizational Documents to dissolve and liquidate the assets of Purchaser by reason of the consummation of the transactions contemplated hereby. As of the date hereof, following the Effective Time, no Purchaser Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Purchaser Shareholder is exercising an Purchaser Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their its respective obligations hereunder, GX Purchaser has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX Purchaser at the ClosingEffective Time.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has cash at least $828,000,000 in the trust account established for Trust Account (including, if applicable, an aggregate of approximately $28,980,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of September 11, 20212020, between GX Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of Acquiror, enforceable in accordance with its terms and terms. The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified. GX has complied , in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice respect by Acquiror or the lapse of timeTrustee, would constitute and no such a breach termination, repudiation, rescission, amendment, supplement or default modification is contemplated by GX or, to the Knowledge of GX, by the TrusteeAcquiror. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Acquiror holding Acquiror Common Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Acquiror’s initial public offering who elect shall have elected to redeem their Class A Shares shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the GX Charter), underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Merger Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall Acquiror Share Redemptions. As of the date of this Agreement, there There are no Actions material claims or material proceedings pending or, to the Knowledge knowledge of GXAcquiror, threatened in writing with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Merger Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Merger Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Merger Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Shareholder is exercising an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the representations conditions set forth in Section 10.1 and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunderSection 10.2 are satisfied, GX has no Acquiror does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Acquiror on the ClosingMerger Closing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $525,000,000 in the trust account established for Trust Account (including an aggregate of approximately $12,950,000 of deferred underwriting commissions being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment (a) shareholders of deferred underwriting commissions to the SPAC holding shares of SPAC Common Stock sold in SPAC’s IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A Shares shares of SPAC Common Stock pursuant to SPAC Share Redemptions, (b) the GX Charter)underwriters of SPAC’s IPO with respect to deferred underwriting commissions, or (c) if SPAC fails to complete a business combination as contemplated by a Business Combination Proposal within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation and dissolution) and then to the shareholders of SPAC holding shares of SPAC Common Stock) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon payments with respect to SPAC Share Redemptions in accordance with SPAC’s Organizational Documents and the exercise of Redemption Rights pursuant to the GX CharterTrust Agreement. As of the date of this Agreementhereof, there are no Actions claims or proceedings pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has complied in all material respects with, and is not in material default or material breach (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of SPAC, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or material breach thereunder. Since July 22, 2020, SPAC has not released any money from the Trust Account except as permitted pursuant to the Trust Agreement and the SPAC Organizational Documents. To the Knowledge of SPAC, as of the date hereof, following the Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub Target Companies contained herein and the compliance by the Company and Merger Sub Target Companies with their respective its obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this Agreement, GX has cash The funds held in the trust account established for Trust Account are invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), Investment Company Act and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust pursuant to that certain Investment Management Trust Agreement, dated as of January 8, 2021, by and maintained by between STPC and Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee ) (the “Trust Agreement”). There are no separate agreements, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the STPC SEC Reports to be inaccurate in any material respect or, to STPC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (a) in respect of deferred underwriting commissions or Taxes, (b) Pre-Closing STPC Holders who shall have elected to redeem their STPC Class A Shares pursuant to the Governing Documents of STPC or (c) if STPC fails to complete a business combination as contemplated by a Business Combination Proposal within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, STPC (in limited amounts to permit STPC to pay the expenses of the Trust Account’s liquidation and dissolution) and then STPC’s public shareholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of STPC and the Trust Agreement. The Trust Agreement is valid valid, binding and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX STPC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX STPC or, to the Knowledge knowledge of GXSTPC, by the Trustee. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description As of the Trust Agreement in the GX Public Disclosure Record to be inaccurate in any material respect and/or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter)date hereof, to any portion of the proceeds in the Trust AccountAccount consists of no less than $402,500,000. Prior to the Closing, none of the funds held in the Trust Account will have been released, may be released except to cover any tax obligation owed by GX as a result for the matters described in the second sentence of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX CharterSection 8.19. As of the date of this Agreement, there There are no Actions Proceedings pending or, to the Knowledge knowledge of GXSTPC, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies IPO proceeds received by Redwoods are held in the Trust Account and are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated March 30, 2022, between Redwoods and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee ) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsagreements, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Redwoods SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), to any portion of the proceeds funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing Redwoods Stockholders who shall have elected to redeem their Redwoods Common Stock pursuant to the Governing Documents of Redwoods, or (iii) if Redwoods fails to complete a business combination within the allotted time period set forth in the Governing Documents of Redwoods and liquidates the Trust Account, subject to the terms of the Trust Agreement, Redwoods (in limited amounts to permit Redwoods to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Redwoods) and then the Pre-Closing Redwoods Stockholders). Prior to the Closing, none of the funds held in the Trust Account will have been are permitted to be released, except in the circumstances described in the Governing Documents of Redwoods and the Trust Agreement. Redwoods has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit to date under, and upon is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the exercise of Redemption Rights pursuant Trust Agreement, and, to the GX Charterknowledge of Redwoods, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no Actions claims or proceedings pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As Since March 30, 2022, Xxxxxxxx has not released any money from the Trust Account (other than as permitted by the Trust Agreement, including in connection with the extension of the date hereof, assuming time available to Redwoods to complete an initial business combination). Upon the accuracy consummation of the representations and warranties transactions contemplated hereby, including the distribution of assets from the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunderTrust Account (A) in respect of deferred underwriting commissions or Taxes, GX has no reason to believe that or (aB) any of the conditions to the use Pre-Closing Redwoods Stockholders who have elected to redeem their Redwoods Common Stock pursuant to the Governing Documents of funds Redwoods, each in accordance with the terms of and as set forth in the Trust Account will not be satisfied Agreement, Redwoods shall have no further obligation under either the Trust Agreement or (b) funds available the Governing Documents of Redwoods to liquidate or distribute any assets held in the Trust Account will not be available to GX at Account, and the ClosingTrust Agreement shall terminate in accordance with its terms.

Trust Account. As of the close of business three Business Days The Buyer has (and will have prior to giving effect to Buyer Stockholder Redemptions immediately prior to the execution and delivery of this Agreement, GX has cash Closing) at least one hundred fifty million Dollars ($150,000,000) in the trust account established by the Buyer for the indirect benefit of redeeming GX Public Shareholders its public stockholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such which monies are invested in United States government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government obligations and held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee Company (the “Trustee”), ) pursuant to the that certain Investment Management Trust Account Agreement, dated March 17July 7, 20212016, between GX the Buyer and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms terms, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions, and has not been amended or modified. GX The Buyer has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by Buyer or the Trustee. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Buyer Reports to be inaccurate in any material respect and/or or that would entitle any Person (other than stockholders of the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Buyer holding Buyer Issued Equity sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Buyer’s initial public offering who elect shall have elected to redeem their Class A Shares Buyer Issued Equity pursuant to the GX Charter), Buyer Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been may be released, except other than (a) to cover any tax obligation owed by GX as a result stockholders of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights Buyer holding Buyer Issued Equity sold in the Buyer’s initial public offering who shall have elected to redeem their Buyer Issued Equity pursuant to the GX CharterBuyer Organizational Documents, (b) interest earned on the funds in the Trust Account which may be released to pay Taxes, and (c) up to $50,000 of dissolution expenses. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXthe Buyer, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Pxxxxxxxxx has an amount in cash in the trust account established for Trust Account equal to at least $276,000,000. The funds held in the indirect benefit Trust Account are (a) invested in United States “government securities” within the meaning of redeeming GX Public Shareholders (Section 2(a)(16) of the “Trust Account”)Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, and for the benefit of GX in the amount set forth on the signature page, and such monies are (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated February 8, 2021, between Priveterra and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee ) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsagreements, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Priveterra SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person to any portion of the funds in the Trust Account (other than the payment (i) in respect of deferred underwriting commissions to or Taxes, (ii) the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Pre-Closing Priveterra Stockholders who elect shall have elected to redeem their Class A Shares Common Stock pursuant to the GX Charter)Governing Documents of Priveterra, or (iii) if Priveterra fails to any portion complete a business combination within the allotted time period set forth in the Governing Documents of the proceeds in Priveterra and liquidates the Trust Account, subject to the terms of the Trust Agreement, Priveterra (in limited amounts to permit Priveterra to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Priveterra) and then the Pre-Closing Priveterra Stockholders). Prior to the Closing, none of the funds held in the Trust Account will have been are permitted to be released, except in the circumstances described in the Governing Documents of Priveterra and the Trust Agreement. Priveterra has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit to date under, and upon is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the exercise of Redemption Rights pursuant Trust Agreement, and, to the GX Charterknowledge of Priveterra, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no Actions claims or proceedings pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As of Since February 8, 2021, Pxxxxxxxxx has not released any money from the date hereof, assuming Trust Account (other than interest income earned on the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds held in the Trust Account will not be satisfied as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes, or (bB) funds available to the Pre-Closing Priveterra Stockholders who have elected to redeem their Class A Common Stock pursuant to the Governing Documents of Priveterra, each in accordance with the terms of and as set forth in the Trust Account will not be available Agreement, Priveterra shall have no further obligation under either the Trust Agreement or the Governing Documents of Priveterra to GX at liquidate or distribute any assets held in the ClosingTrust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the close date hereof, Purchaser had an amount of business three Business Days prior to the execution and delivery of this Agreement, GX has cash assets in the trust account established for the indirect benefit Trust Account of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX not less than $282 million. The funds held in the amount set forth on Trust Account are invested in U.S. government securities with a maturity of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the signature page, Investment Company Act and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a valid and binding obligation of Purchaser and the Trustee, enforceable in accordance with its terms and has not been amended or modifiedterms. GX Purchaser has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX Purchaser or, to the Knowledge of GXPurchaser, by the Trustee. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or, to the Knowledge of Purchaser, that would entitle any Person (other than the payment (a) in respect of deferred underwriting commissions set forth in Section 4.21 of the Purchaser Disclosure Schedules or Taxes, (b) Purchaser Shareholders prior to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Merger Effective Time who elect shall have elected to redeem their Class A Purchaser Ordinary Shares pursuant to the GX Charter)Purchaser’s Organizational Documents or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination or (c) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s liquidation and dissolution, and then Purchaser Shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Merger Closing, none of the funds held in the Trust Account will have been released, except to cover pay Taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account, and upon the exercise of Redemption Rights to redeem Purchaser Ordinary Shares pursuant to the GX CharterPurchaser’s Organizational Documents, or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GXPurchaser, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX Purchaser has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX Purchaser at the ClosingMerger Effective Time. Purchaser has made available to the Company true and complete copies of all Contracts, including engagement letters, with any Person that was, or is, entitled to any underwriting commission (including deferred underwriting commission) in respect of the IPO, including any amendments or other modifications thereto.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has cash at least $414,097,443.42 in the trust account established for Trust Account (including, if applicable, an aggregate of approximately $14,490,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Advisers Act pursuant to the Investment Management Trust Agreement, dated March 17as of December 10, 20212020, between GX Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Acquiror holding Acquiror Common Stock sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Acquiror’s initial public offering who elect shall have elected to redeem their Class A Shares shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the GX Charter), underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall Acquiror Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXAcquiror, threatened in writing with respect to the Trust Account. As Acquiror has performed all material obligations required to be performed by it to date under, and is not in default, or breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. To Acquiror’s knowledge, as of the date hereof, assuming following the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunderEffective Time, GX has no reason Acquiror Shareholder shall be entitled to believe that (a) receive any of the conditions to the use of funds in amount from the Trust Account will not be satisfied or (b) funds available in except to the Trust Account will not be available to GX at the Closingextent such Acquiror Shareholder is exercising an Acquiror Share Redemption.

Trust Account. As of the close date hereof, SPAC had an amount of business three Business Days prior to the execution and delivery of this Agreement, GX has cash assets in the trust account established for the indirect benefit Trust Account of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX not less than $261 million. The funds held in the amount set forth on Trust Account are invested in U.S. government securities with a maturity of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the signature page, Investment Company Act and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms and has not been amended or modifiedterms. GX SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX SPAC or, to the Knowledge of GXSPAC, by the Trustee. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or, to the Knowledge of SPAC, that would entitle any Person (other than the payment (a) in respect of deferred underwriting commissions set forth in Section 5.21 of the SPAC Disclosure Schedules or Taxes, (b) SPAC Shareholders prior to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Merger Effective Time who elect shall have elected to redeem their Class A SPAC Shares pursuant to the GX Charter)SPAC’s Organizational Documents or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination or (c) if SPAC fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation and dissolution, and then SPAC Shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except to cover pay Taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account, and upon the exercise of Redemption Rights to redeem SPAC Shares pursuant to the GX CharterSPAC’s Organizational Documents, or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX SPAC at the ClosingMerger Effective Time. SPAC has made available to the Company true and complete copies of all Contracts, including engagement letters, with any Person that was, or is, entitled to any underwriting commission (including deferred underwriting commission) in respect of the IPO, including any amendments or other modifications thereto.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Zanite has cash at least $236,900,000 in the trust account established for Trust Account (including, if applicable, an aggregate of approximately $8,050,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of November 16, 20212020, between GX Zanite and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Zanite SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment stockholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Zanite holding Zanite Common Stocks sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Zanite’s initial public offering who elect shall have elected to redeem their Class A Shares shares of Zanite Common Stock pursuant to Zanite’s Organizational Documents and the GX Charter), underwriters of Zanite’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall Zanite Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge of GXZanite, threatened in writing with respect to the Trust Account. Zanite has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. Since August 7, 2020, Zanite has not released any money from the Trust Account except as permitted pursuant to the Trust Agreement and Zanite’s Organizational Documents. As of the Closing Date, the obligations of Zanite to dissolve or liquidate pursuant to Zanite’s Organizational Documents shall terminate, and as of the Closing Date, Zanite shall have no obligation whatsoever pursuant to Zanite’s Organizational Documents to dissolve and liquidate the assets of Zanite by reason of the consummation of the Transactions. To the Knowledge of Zanite, as of the date hereof, following the Closing Date, no Zanite Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Zanite Stockholder is exercising a Zanite Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub Embraer contained herein and the compliance by the Company and Merger Sub Embraer with their respective its obligations hereunder, GX Zanite has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) that funds available in the Trust Account will not be available to GX at Zanite on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $339,000,000 in the trust account established for Trust Account (including an aggregate of approximately $11,876,982 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of May 13, 2021, between GX SPAC and Continental Stock Transfer & Trust Company, as trustee (in such capacity, the Trustee (“Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, Contracts or side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions SPAC Shareholders holding SPAC Ordinary Shares (prior to the Acquisition Effective Time) sold in SPAC’s IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A SPAC Ordinary Shares (prior to the Acquisition Effective Time) pursuant to the GX Charter), SPAC Charter and the underwriters of SPAC’s IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Acquisition Closing, none of the funds held in the Trust Account will may be released other than to pay Taxes and payment to SPAC Shareholders who have been released, except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights validly exercised their redemption rights pursuant to the GX SPAC Charter. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Acquisition Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and as of the Acquisition Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To the Knowledge of SPAC, as of the date of this Agreement, following the Acquisition Closing, no SPAC Shareholder is entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder has exercised his, her or its SPAC Shareholder Redemption Right. As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties contained in Article III and the compliance by each of the Company and Merger Sub herein and the compliance by the Company and Merger Sub Acquisition Entities with their respective its obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the ClosingSurviving Company (as the surviving company in the Initial Merger) on the Acquisition Closing Date.

Trust Account. As of the close July 25, 2023, SPAC has an amount of business three Business Days prior to the execution and delivery of this Agreement, GX has cash assets in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX Account equal to $24,971,759.58. The funds held in the amount set forth on Trust Account are invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the signature page, Investment Company Act and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms and terms. The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified. GX has complied , in all respects with the terms of the Trust Agreement any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trusteecontemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment (i) in respect of deferred underwriting commissions or certain Taxes permitted to be paid from the amounts available in the Trust Account permitted to be paid from the amounts available in the Trust Account, (ii) the holders of SPAC Securities prior to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Merger Effective Time who elect shall have elected to redeem their SPAC Class A Shares pursuant to SPAC Organizational Documents or (iii) if SPAC fails to complete a Business Combination within the GX Charter)allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation and dissolution, and then SPAC’s Public Shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except to cover pay Taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account, and upon the exercise of Redemption Rights to redeem SPAC Class A Shares pursuant to the GX CharterSPAC Organizational Documents. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to against the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close Signing Date, HUDA has an amount of business three Business Days prior to the execution and delivery of this Agreement, GX has cash funds in the trust account established for the indirect benefit of redeeming GX Public Shareholders Trust Account equal to at least One Million One Hundred and Nine Thousand U.S. Dollars (the “Trust Account”$1,109,000), and for the benefit of GX . The funds held in the amount set forth on Trust Account are invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the signature page, Investment Company Act and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of HUDA and the Trustee, enforceable in accordance with its terms and terms, except as such enforcement may be limited by the Enforceability Exceptions. As of the Signing Date the Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. GX has complied in all respects with the terms As of the Trust Agreement and is not in breach thereof or default thereunder and Signing Date there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Signing SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment (i) in respect of deferred underwriting commissions set forth in Schedule 4.21 or Taxes, (ii) the holders of HUDA Securities prior to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Effective Time who elect shall have elected to redeem their Class A Shares HUDA Common Stock pursuant to HUDA’s Organizational Documents or in connection with an amendment thereof to extend HUDA’s deadline to consummate a Business Combination or (iii) if HUDA fails to complete a Business Combination within the GX Charter)allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, HUDA in limited amounts to permit HUDA to pay the expenses of the Trust Account’s liquidation and dissolution, and then HUDA’s public shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except to cover pay Taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account, and upon the exercise of Redemption Rights to redeem HUDA Common Stock pursuant to the GX CharterHUDA’s Organizational Documents, or in connection with an amendment thereof to extend HUDA’s deadline to consummate a Business Combination. As of the date of this AgreementSigning Date, there are no Actions pending or, to the Knowledge of GXHUDA, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least US$121,294,223 in the trust account established for Trust Account (including, if applicable, an aggregate of approximately US$4,025,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust CompanyUnited States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, acting as trustee (the “Trustee”)or cash items, including deposits in banks, pursuant to the Investment Management Trust Agreement, dated March 17as of April 27, 20212022, between GX SPAC and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described SPAC Shareholders holding SPAC Ordinary Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders SPAC’s initial public offering, who elect shall have elected to redeem their Class A SPAC Ordinary Shares pursuant to SPAC’s Governing Documents and the GX Charter), underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. The Trust Agreement has not been amended or modified and is valid and in full force and effect, and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Prior to the Closing, none of the funds held in the Trust Account will have been may be released, except other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall SPAC Shareholder Redemptions. As of the date of this Agreement, there There are no Actions proceedings pending or, to the Knowledge knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Merger Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Governing Documents shall terminate, and as of the Merger Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Governing Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To SPAC’s knowledge, as of the date hereof, following the Merger Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub Parties contained herein and the compliance by the Company and Merger Sub Parties with their respective obligations hereunder, GX has no SPAC does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $300,000,000 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of February 18, 2021, between GX SPAC and Continental Stock Transfer & Trust Company, as trustee (the Trustee (“Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect effect, and is a valid and binding obligation of SPAC and, to the knowledge of SPAC, the Trustee, enforceable in accordance with its terms terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement similar Laws affecting creditors’ rights generally and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event whichsubject, with the giving of notice or the lapse of time, would constitute such a breach or default by GX oras to enforceability, to the Knowledge general principles of GX, by the Trusteeequity. There are no separate contracts, Contracts or side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions (i) SPAC Stockholders holding SPAC Common Stock (prior to the IPO Underwriter and applicable taxes as Arrangement Effective Time) sold in SPAC’s initial public offering (the “IPO”) who shall have elected to redeem their shares of SPAC Common Stock (prior to the Arrangement Effective Time) pursuant to the SPAC Governing Documents, (ii) Cantor Xxxxxxxxxx & Co. with respect to the fee payable pursuant to the business combination marketing agreement described in the GX Public Disclosure Record SPAC SEC Filings and (iii) as contemplated by the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), following sentence) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall SPAC Share Redemptions. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofClosing, assuming the accuracy obligations of SPAC to dissolve or liquidate pursuant to the SPAC Governing Documents shall terminate, and as of the representations Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Governing Documents to dissolve and warranties liquidate the assets of SPAC by reason of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any consummation of the conditions Transactions. To SPAC’s knowledge, as of the date of this Agreement, following the Closing, no SPAC Stockholder shall be entitled to the use of funds in receive any amount from the Trust Account will not be satisfied except to the extent such SPAC Stockholder is exercising a SPAC Share Redemption (or (b) funds available a redemption right in connection with an amendment of SPAC’s Governing Documents to extend SPAC’s deadline to consummate the Trust Account will not be available to GX at the ClosingBusiness Combination).

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this Agreementdate hereof, GX has cash there is at least $200,104,558 held in the a trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for maintained by the benefit Trustee pursuant to the Trust Agreement (including, if applicable, such amount of GX in the amount deferred underwriting commissions set forth on Section 5.06 of the signature pageSPAC Disclosure Schedule and other fees being held in the Trust Account), and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”)Company Act. The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of SPAC and, to the Knowledge of SPAC, enforceable in accordance with its terms terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified. GX has complied , in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event whichmaterial respect, with the giving of notice or the lapse of time, would constitute such a breach or default by GX orand, to the Knowledge of GXSPAC, by the Trusteeno such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would (i) cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or that would or (ii) entitle any Person (other than the payment holders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their SPAC Class A Shares who shall have elected to redeem such shares pursuant to SPAC’s Organizational Documents and the GX Charter), underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result pay Taxes of assets of GX or interest or other income earned, SPAC and upon the payments with respect to exercise of SPAC Shareholder Redemption Rights pursuant to the GX CharterRight by any SPAC Shareholder. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate, and as of the Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the transactions contemplated hereby. To SPAC’s Knowledge, as of the date hereof, following the Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption Right. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no SPAC shall not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Purchaser has cash at least $329,750,000 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (cash or invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of September 21, 2021, between GX Purchaser and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Purchaser SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Purchaser Shareholders who elect shall have properly elected to redeem their Purchaser Class A Ordinary Shares pursuant to Purchaser’s Organizational Documents and the GX Charter), underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX CharterRedemption of Purchaser Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Purchaser’s Organizational Documents to (A) modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Purchaser Class A Ordinary Shares if it has not consummated an initial business combination by September 24, 2023 or (B) with respect to any other material provisions related to shareholders’ rights or pre-initial business combination activity. As The Trust Agreement has not been amended or modified and is a valid and binding obligation of Purchaser and is in full force and effect and is enforceable in accordance with its terms, subject to the date of this Agreement, there Enforceability Exceptions. There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXPurchaser, threatened in writing with respect to the Trust Account. Purchaser has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of Purchaser to dissolve or liquidate pursuant to Purchaser’s Organizational Documents shall terminate, and as of the Closing, Purchaser shall have no obligation whatsoever pursuant to Purchaser’s Organizational Documents to dissolve and liquidate the assets of Purchaser by reason of the consummation of the Transactions. To Purchaser’s knowledge, as of the date hereof, following the Closing, no Purchaser Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Purchaser Shareholder is exercising their option to redeem Domesticated Purchaser Class A Common Stock in connection with the Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no Purchaser does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Purchaser on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Parent has cash (and will have immediately prior to the Closing, not taking into account any amounts to be paid to holders of Class A Common Stock, par value $0.0001, of Parent (the “Class A Common Stock”), that timely exercise and do not waive their rights to participate in the trust Parent Stock Redemption and not taking into account established for the indirect benefit Deferred Discount (as such term is defined in the Trust Agreement) owed to the underwriters of redeeming GX Public Shareholders Parent’s initial public offering) at least two hundred million dollars ($200,000,000) plus accrued interest that has not been withdrawn by Parent to cover any of its tax obligations through August 12, 2019 (the “Trust AccountAmount”), and for the benefit of GX ) in the amount set forth on Trust Account, with such funds invested in United States government securities meeting certain conditions under Rule 2a-7 promulgated under the signature page, Investment Company Act of 1940 and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of Parent and the Trustee, enforceable in accordance with its terms and terms. The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified. GX has complied , in all respects with the terms of the Trust Agreement any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trusteecontemplated. There are no separate contracts, side letters or other and (except for the Trust Agreement) no agreements, Contracts, arrangements or understandings (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the GX Public Disclosure Record Parent SEC Documents to be inaccurate in any material respect and/or that would or (ii) entitle any Person (other than (x) holders of Class A Common Stock who shall have exercised their rights to participate in a Parent Stock Redemption, (y) the payment underwriters of deferred underwriting commissions Parent’s initial public offering, who are entitled to the IPO Underwriter and applicable taxes Deferred Discount (as described such term is defined in the GX Public Disclosure Record Trust Agreement) and (z) Parent with respect to income earned on the payment proceeds in the Trust Account to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), cover any of its tax obligations) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Agreement, there There are no Actions Proceedings pending or, to the Knowledge of GXBuyer, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has cash not less than one hundred fifteen million dollars ($115,000,000) in the trust account established by Acquiror for the indirect benefit of redeeming GX its Acquiror Public Shareholders Stockholders at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are invested in “government securities” (as such term is defined in Section 2(a)(16) of the Investment Company Act of 1940), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, and held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee Company (the “Trustee”), ) pursuant to the Investment Management Trust Agreement, dated March 17as of December 10, 20212020, between GX Acquiror and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Documents to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions payments to Xxxx and C-H pursuant to the IPO Underwriter and applicable taxes Marketing Agreement as described in the GX Acquiror SEC Documents and to the Acquiror Public Disclosure Record and the payment to GX Public Shareholders Stockholders who elect to redeem their Class A Shares shares of Acquiror Common Stock pursuant to the GX CharterAcquiror’s certificate of incorporation), to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, may be released except (x) to cover pay income and other Tax obligations from any tax obligation owed interest income earned in the Trust Account or (y) to redeem Acquiror Common Stock in accordance with the provisions of Acquiror’s Organizational Documents and the Trust Agreement. Acquiror has performed all material obligations required to be performed by GX as a result of assets of GX or interest or other income earnedit under, and upon is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Trust Agreement, there are no Actions pending orand, to the Knowledge of GXAcquiror, threatened in writing no event has occurred which, with due notice or lapse of time or both, would constitute a default thereunder. There are no Proceedings pending with respect to the Trust Account. Since December 10, 2020 Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the date hereofEffective Time, assuming the accuracy obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Organizational Documents will terminate, and as of the representations Effective Time, Acquiror will have no obligation whatsoever pursuant to Acquiror’s Organizational Documents to dissolve and warranties liquidate the assets of Acquiror, and following the Company and Merger Sub herein and Effective Time, no Acquiror Stockholder will be entitled to receive any amount from the compliance by Trust Account except to the Company and Merger Sub with their respective obligations hereunder, GX extent such Acquiror Stockholder is a Redeeming Stockholder. Acquiror has no reason to believe that (a) that, as of the Effective Time, any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Acquiror or any of its Affiliates on the ClosingClosing Date, other than with respect to satisfy any redemption payments owed to Redeeming Stockholders.

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this AgreementOriginal BCA Date, GX CGAC has cash at least $12.1 million in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of June 16, 2021, between GX CGAC and CST, as trustee (in such capacity, the Trustee (“Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is valid and As of the Original BCA Date, except as set forth in full force and effect and enforceable in accordance with its terms and Section 4.13 of the CGAC Disclosure Letter CGAC has not been amended or modified. GX has complied in all respects with the terms of released any money from the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under Account (other than interest earned thereon as permitted by the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the TrusteeAgreement). There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record CGAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions CGAC Shareholders holding CGAC Ordinary Shares (prior to the Initial Merger Effective Time) sold in CGAC’s IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A CGAC Ordinary Shares (prior to the Initial Merger Effective Time) pursuant to the GX Charter), CGAC Articles of Association) to any portion of the proceeds in the Trust Account. Prior to the Initial Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall CGAC Share Redemptions. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXCGAC, threatened in writing with respect to the Trust Account. CGAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofInitial Closing, the obligations of CGAC to dissolve or liquidate pursuant to the CGAC Articles of Association shall terminate, and as of the Initial Closing, CGAC shall have no obligation whatsoever pursuant to the CGAC Articles of Association to dissolve and liquidate the assets of CGAC by reason of the consummation of the Transactions. To the Knowledge of CGAC, as of the Original BCA Date, following the Initial Closing, no CGAC Shareholder is entitled to receive any amount from the Trust Account except to the extent such CGAC Shareholder has exercised a CGAC Share Redemption. As of the Original BCA Date, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein contained in Article III and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX CGAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at CGAC on the ClosingClosing Date.

Trust Account. (a) As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has an amount in cash in the Trust Account of approximately $201,000,000. The funds held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust account established for the indirect benefit pursuant to that certain Investment Management Trust Agreement, dated as of redeeming GX Public Shareholders September 14, 2021 (the “Trust AccountAgreement”), between SPAC and for the benefit of GX in the amount set forth on the signature pageExchange Agent, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Reports to be inaccurate in any material respect and/or or, to SPAC’s knowledge, that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), to any portion of the proceeds funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the SPAC Shareholders who shall have elected to redeem their SPAC Shares pursuant to the SPAC Memorandum and Articles of Association or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the SPAC Memorandum and Articles of Association and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the liquidation, dissolution and winding up of SPAC) and then the SPAC Shareholders). Prior to the Closing, none of the funds held in the Trust Account will have been are permitted to be released, except in the circumstances described in the SPAC Memorandum and Articles of Association and the Trust Agreement. SPAC has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit to date under, and upon is not in default, breach or delinquent, in any material respect, in performance or any other respect (claimed or actual) in connection with, the exercise Trust Agreement and no event has occurred which, with due notice or lapse of Redemption Rights pursuant to the GX Chartertime or both, would constitute such a default or breach thereunder. As of the date of this Agreement, there There are no Actions claims or Proceedings pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As Since September 14, 2021, SPAC has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the date hereoftransactions contemplated hereby, assuming including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the SPAC Shareholders who have elected to redeem their SPAC Class A Shares pursuant to the SPAC Memorandum and Articles of Association, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement or the SPAC Memorandum and Articles of Association to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms. (b) Assuming the accuracy of the representations and warranties of the Company and Merger Sub Parties contained herein and the compliance by each of the Company and Merger Sub Parties with their its respective obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date following the Effective Time (after disbursements in respect of deferred underwriting commissions, Taxes, and to the SPAC Shareholders who shall have elected to redeem their SPAC Class A Shares pursuant to the SPAC Memorandum and Articles of Association).

Trust Account. (a) As of the close of business three Business Days prior to the execution and delivery of this Agreementdate hereof, GX SPAC has cash at least $146,840,491 in the a trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), maintained and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), invested pursuant to the that certain Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee Agreement (the “Trust Agreement”) effective as of October 13, 2021, by and between SPAC and Continental Stock Transfer and Trust Company (“Continental Trust”), for the benefit of its public shareholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and any Subscription Agreements, the obligations of SPAC under this Agreement are not subject to any conditions regarding SPAC’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of SPAC with respect to Continental Trust, is valid and in full force and effect and is enforceable in accordance with its terms and has not been amended terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or modifiedsimilar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. GX SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder thereunder, and there does not exist under the Trust Agreement any event whichthat, with the giving of notice or the lapse of time, would constitute such a breach or default by GX SPAC or, to the Knowledge of GXSPAC, by the TrusteeContinental Trust. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied): (i) between SPAC and Continental Trust that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Reports to be inaccurate in any material respect and/or respect; or (ii) to the Knowledge of SPAC, that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described SPAC holding SPAC Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders SPAC’s initial public offering who elect shall have elected to redeem their Class A SPAC Shares pursuant to SPAC Governing Documents or the GX Charter), underwriters of the initial public offering with respect to any deferred underwriting compensation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released except: (A) to cover pay income and franchise taxes from any tax obligation owed by GX as a result interest income earned in the Trust Account; and (B) to redeem SPAC Shares in accordance with the provisions of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX CharterSPAC Governing Documents. As of the date of this hereof, SPAC has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement, there ). There are no Actions Legal Proceedings pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein contained in Article IV and the compliance by the Company and Merger Sub Parties with their respective obligations hereunder with its obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date. Upon consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the pre-Closing SPAC equityholders who have elected to redeem their SPAC Class A Ordinary Shares pursuant to the Governing Documents of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of SPAC to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. (a) As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has cash at least $400 million in the trust account established for Trust Account (including, if applicable, an aggregate of approximately $14,000,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”)Investment Company Act, pursuant to the Investment Management Trust Agreement, dated as of March 173, 2021, between GX Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Acquiror holding shares of Acquiror Common Stock sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Acquiror’s initial public offering who elect shall have elected to redeem their Class A Shares shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the GX Charter), underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will may be released other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have been releasedno obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to cover any tax the extent such Acquiror Shareholder is exercising an Acquiror Share Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation owed by GX as a result of assets of GX or interest or other income earnedAcquiror and, and upon the exercise of Redemption Rights pursuant to the GX Charterknowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. (b) As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no neither Acquiror nor Merger Sub have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Acquiror and Merger Sub on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this Agreement, GX has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March December 17, 2021, between GX SPAC has an amount of assets in the Trust Account at least equal to $169,208,418. The funds held in the Trust Account are invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust pursuant to the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms and terms. The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified. GX has complied , in all respects with the terms of the Trust Agreement any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trusteecontemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or, to the Knowledge of SPAC, that would entitle any Person (other than the payment (i) in respect of deferred underwriting commissions or Taxes, (ii) the holders of SPAC Securities prior to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Merger Effective Time who elect shall have elected to redeem their SPAC Class A Shares pursuant to SPAC Organizational Documents or (iii) if SPAC fails to complete a Business Combination within the GX Charter)allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation and dissolution, and then SPAC’s Public Shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except to cover pay Taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account, and upon the exercise of Redemption Rights to redeem SPAC Class A Shares pursuant to the GX CharterSPAC Organizational Documents. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Parent has cash at least $232,300,000 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of October 19, 2021, between GX Parent and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Parent SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Parent holding Parent Ordinary Shares initially sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Parent’s initial public offering who elect shall have elected to redeem their Class A Parent Ordinary Shares pursuant to the GX Charter), Parent’s Governing Documents) to any portion of the proceeds in the Trust Account. Prior to the ClosingAmalgamation Effective Time, none of the funds held in the Trust Account will may be released other than to pay Taxes and payments with respect to all Parent Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Parent, threatened with respect to the Trust Account. Parent has performed all material obligations required to be performed by it to date under, and is not in default, in breach or delinquent in performance or any other respect (to the knowledge of Parent, claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Amalgamation Effective Time, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Governing Documents shall terminate, and as of the Amalgamation Effective Time, Parent shall have been releasedno obligation whatsoever pursuant to Parent’s Governing Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the Transactions (other than use of the funds in the Trust Account for Parent Share Redemptions). To the knowledge of Parent, as of the date of this Agreement, following the Amalgamation Effective Time, no Parent Shareholder shall be entitled to receive any amount in the Trust Account except to cover any tax obligation owed by GX as the extent such Parent Shareholder has exercised a result of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX CharterParent Share Redemption. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub Group Companies contained herein and the compliance by the Company and Merger Sub Group Companies with their respective obligations hereunder, GX has no Parent does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Parent prior to the ClosingAmalgamation Effective Time (other than use of the funds in the Trust Account for Parent Share Redemptions).

Trust Account. (a) As of the close of business three Business Days date hereof and, prior to taking into account any SPAC Stockholder Redemptions, as of the execution and delivery of this AgreementClosing, GX SPAC has cash at least One Hundred Fifty Eight Million One Hundred Thousand Dollars ($158,100,000) in the a trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), maintained and for invested pursuant to that certain Investment Management Trust Agreement (the benefit “Trust Agreement”), effective as of GX in the amount set forth on the signature pageNovember 3, 2021, by and such monies are held in trust between SPAC and maintained by Continental Stock Transfer & Trust Company, acting as trustee a New York corporation (the “TrusteeContinental”), for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Investment Management Trust Agreement, dated March 17the obligations of SPAC under this Agreement are not subject to any conditions regarding SPAC’s, 2021its Affiliates’, between GX and or any other Person’s ability to obtain financing for the Trustee consummation of the Transactions. (the “Trust Agreement”). b) The Trust Agreement has not been amended or modified and, to the Knowledge of SPAC with respect to Continental, is valid and in full force and effect and is enforceable in accordance with its terms and has not been amended or modifiedterms, subject to the Remedies Exception. GX SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX SPAC or, to the Knowledge of GXSPAC, by the TrusteeContinental. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Reports to be inaccurate in any material respect and/or or, to SPAC’s Knowledge, that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), to any portion of the proceeds funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or taxes, (ii) the SPAC Stockholders who shall have elected to redeem their SPAC Shares pursuant to the Organizational Documents of SPAC or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the Organizational Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released except: (A) to cover pay taxes from any tax obligation owed by GX as a result interest income earned on the Trust Account; (B) to pay liquidation expenses not to exceed $100,000 from any interest income earned on the Trust Account; and (C) to redeem SPAC Shares in accordance with the provisions of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX CharterSPAC’s Organizational Documents. As of the date of this Agreement, there There are no Actions Legal Proceedings pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. (c) SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate, and as of the Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the transactions contemplated hereby. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub other Parties contained herein and the compliance by the Company and Merger Sub other Parties with their respective obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use release of funds in from the Trust Account to SPAC will not be satisfied or (b) funds available in on the Trust Account will not be available to GX at the ClosingClosing Date.

Trust Account. As of the close date hereof, Purchaser has an amount of business three Business Days prior to the execution and delivery of this Agreement, GX has cash assets in the trust account established for the indirect benefit Trust Account of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX no less than $153,781,000. The funds held in the amount set forth on Trust Account are invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the signature page, Investment Company Act and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of Purchaser and the Trustee, enforceable in accordance with its terms and terms. The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified. GX has complied , in all respects with the terms of the Trust Agreement any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trusteecontemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or, to the Knowledge of Purchaser, that would entitle any Person (other than the payment (i) in respect of deferred underwriting commissions to in accordance with Purchaser’s underwriting agreement with the IPO Underwriter and applicable taxes as described in or Taxes, (ii) the GX Public Disclosure Record and holders of Purchaser Common Stock prior to the payment to GX Public Shareholders Effective Time who elect shall have elected to redeem their Class A Shares Purchaser Common Stock pursuant to the GX Charter)Purchaser’s Organizational Documents or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination or (iii) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, Purchaser in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s liquidation and dissolution, and then Purchaser’s public shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except to cover pay Taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account, and upon the exercise of Redemption Rights to redeem Purchaser Common Stock pursuant to the GX CharterPurchaser’s Organizational Documents, or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GXPurchaser, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this AgreementJune 30, GX has cash 2020, Acquiror had $311,111,933 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX with such funds invested in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), government securities or money market funds meeting certain conditions pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of the Acquiror, the Trustee, enforceable in accordance with its terms terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect. GX Acquiror has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder thereunder, and there does not exist under the Trust Agreement any event whichthat, with the giving of notice or the lapse of time, would constitute such a breach or default by GX Acquiror or, to the Knowledge of GXAcquiror, by the Trustee. There are no separate side letters and (except for the Trust Agreement) there are no agreements, contracts, side letters or other arrangements or understandings (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Documents to be inaccurate in any material respect and/or that would or (ii) entitle any Person (other than (A) the payment underwriter of deferred underwriting commissions to the IPO Underwriter Acquiror’s initial public offering and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders (B) holders of Acquiror Common Stock who elect have elected to redeem their Class A Shares pursuant to Acquiror Common Stock in accordance with the GX Charter), Acquiror’s charter documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been may be released, except to cover pay income taxes from any tax obligation owed by GX as a result of assets of GX or interest or other income earnedearned in the Trust Account and franchise taxes, and upon to redeem Acquiror Common Stock in accordance with the exercise provisions of Redemption Rights pursuant to the GX CharterAcquiror’s charter documents. As of the date of this AgreementThere is no Action pending, there are no Actions pending or, or to the Knowledge of GXthe Acquiror, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. (a) As of the close of business three Business Days prior to date hereof, Parent has $97,939,800.60 (the execution and delivery of this Agreement, GX has cash “Trust Amount”) in the trust account established by Parent for the indirect benefit of redeeming GX Public Shareholders its public stockholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and with such monies are funds held in cash in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee Company (the “Trustee”), ) pursuant to the Investment Management Trust Agreement, dated March 17as of July 21, 20212020, by and between GX Parent and the Trustee (the “Trust Agreement”). Other than pursuant to the Trust Agreement, the obligations of Parent under this Agreement are not subject to any conditions, consents, approvals, notices or other requirements regarding Parent’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby. (b) The Trust Agreement has been duly approved by the Parent’s Board of Directors, complies with applicable Law, and has not been amended or modified, is valid and in full force and effect and is enforceable in accordance with its terms terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and has not been amended or modified. GX has complied in all respects with other similar Laws affecting the terms enforceability of the Trust Agreement creditors’ rights generally and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event whichsubject, with the giving of notice or the lapse of time, would constitute such a breach or default by GX oras to enforceability, to general equitable principles and the Knowledge discretion of GX, by the Trusteecourts in granting equitable remedies. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the GX Public Disclosure Record Parent Reports to be inaccurate in any material respect and/or respect, or (ii) to Parent’s knowledge, that would entitle any Person (other than the payment stockholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Parent holding Parent Common Stock sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Parent’s initial public offering who elect shall have elected to redeem their Class A Shares shares of Parent Common Stock pursuant to the GX Charter), Parent’s Organizational Documents and otherwise with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been releasedmay be released except (A) to pay income and franchise Taxes from any interest income earned in the Trust Account, except (B) to cover any tax obligation owed by GX as a result pay working capital related costs and (C) to redeem Parent Common Stock in accordance with the provisions of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX CharterParent’s Organizational Documents. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXParent’s knowledge, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. (a) As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has an amount in cash in the Trust Account of approximately $201,000,000. The funds held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust account established for the indirect benefit pursuant to that certain Investment Management Trust Agreement, dated as of redeeming GX Public Shareholders September 14, 2021 (the “Trust AccountAgreement”), between SPAC and for the benefit of GX in the amount set forth on the signature pageExchange Agent, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Reports to be inaccurate in any material respect and/or or, to SPAC’s knowledge, that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), to any portion of the proceeds funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the SPAC Shareholders who shall have elected to redeem their SPAC Shares pursuant to the SPAC Memorandum and Articles of Association or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the SPAC Memorandum and Articles of Association and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the liquidation, dissolution and winding up of SPAC) and then the SPAC Shareholders). Prior to the Closing, none of the funds held in the Trust Account will have been are permitted to be released, except in the circumstances described in the SPAC Memorandum and Articles of Association and the Trust Agreement. SPAC has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit to date under, and upon is not in default, breach or delinquent, in any material respect, in performance or any other respect (claimed or actual) in connection with, the exercise Trust Agreement and no event has occurred which, with due notice or lapse of Redemption Rights pursuant to the GX Chartertime or both, would constitute such a default or breach thereunder. As of the date of this Agreement, there There are no Actions claims or Proceedings pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As Since September 14, 2021, SPAC has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the date hereoftransactions contemplated hereby, assuming including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the SPAC Shareholders who have elected to redeem their SPAC Class A Shares pursuant to the SPAC Memorandum and Articles of Association, each in accordance with the terms TABLE OF CONTENTS​​​​​ of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement or the SPAC Memorandum and Articles of Association to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms. (b) Assuming the accuracy of the representations and warranties of the Company and Merger Sub Parties contained herein and the compliance by each of the Company and Merger Sub Parties with their its respective obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date following the Effective Time (after disbursements in respect of deferred underwriting commissions, Taxes, and to the SPAC Shareholders who shall have elected to redeem their SPAC Class A Shares pursuant to the SPAC Memorandum and Articles of Association).

Trust Account. As of the close of business three Business Days prior date hereof, there is at least $125,600,000 held in the Trust Account. Prior to the execution and delivery Closing, none of this Agreement, GX has cash the funds held in the trust account established for Trust Account may be released except in accordance with the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX the Purchaser’s Organizational Documents and the Trustee IPO Prospectus. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of the Purchaser and, to the Knowledge of the Purchaser, the Trustee, enforceable in accordance with its terms and terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified. GX has complied , in all respects with the terms of the Trust Agreement any respect, and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GXthe Purchaser, by the Trusteeno such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports filed or furnished by the Purchaser to be inaccurate in any material respect and/or or that would entitle any Person (other than stockholders of the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Purchaser holding Purchaser Class A Common Stock who elect shall have elected to redeem their shares of Purchaser Class A Shares Common Stock pursuant to the GX Charter), Purchaser’s Organizational Documents and the underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior Account prior to the Closing, none closing of the funds held in the Trust Account will have been released, except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GX, threatened in writing with respect to the Trust AccountBusiness Combination. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no Purchaser does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Purchaser (subject to the Redemption) on the Closing Date. There are no Actions pending with respect to the Trust Account. The Purchaser has not released any money from the Trust Account other than as permitted by the Trust Agreement. As of the Effective Time, the obligations of the Purchaser to dissolve or liquidate pursuant to the Purchaser’s Organizational Documents shall terminate and the Purchaser shall have no obligation whatsoever pursuant to the Purchaser’s Organizational Documents to dissolve and liquidate the assets of the Purchaser by reason of the consummation of the transactions contemplated herein. Following the Closing, no stockholder of the Purchaser is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Purchaser Class A Common Stock for redemption pursuant to the Redemption (or pursuant to any redemption required in accordance with the extension of the Purchaser’s deadline to consummate its Business Combination) in compliance with the Purchaser’s Organizational Documents.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX APHC has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders at least US $265,000,000 (the “Trust Amount”) in the Trust Account”), with such funds invested in United States government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of APHC, enforceable in accordance with its terms and terms. The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by APHC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by APHC. GX has complied in all respects APHC is not party to or bound by any side letters with the terms of respect to the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under (except for the Trust Agreement Agreement) any event whichContracts, arrangements or understandings, whether written or oral, with the giving of notice Trustee or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, side letters or any other arrangements or understandings (whether written or unwritten, express or implied) Person that would (a) cause the description of the Trust Agreement in the GX Public Disclosure Record APHC SEC Documents to be inaccurate in any material respect and/or that would or (b) explicitly by their terms, entitle any Person (other than (i) the payment APHC Shareholders who shall have exercised their rights to participate in the APHC Share Redemptions, (ii) the underwriters of deferred underwriting commissions APHC’s initial public offering, who are entitled to the IPO Underwriter Deferred Discount and applicable taxes as described (iii) APHC with respect to income earned on the proceeds in the GX Public Disclosure Record Trust Account to cover any of its Tax obligations and the payment up to GX Public Shareholders who elect US $100,000 of interest on such proceeds to redeem their Class A Shares pursuant to the GX Charter), pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings pending or, to the Knowledge of APHC, threatened with respect to the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been are permitted to be released, except in the circumstances described in the APHC Governing Documents and the Trust Agreement. APHC has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit, and upon is not in material breach or default under the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Trust Agreement, there are no Actions pending orand, to the Knowledge of GXAPHC, threatened no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Trust Agreement by APHC. APHC has not released any money from the Trust Account (other than interest income earned on the funds held in writing the Trust Account as permitted by the Trust Agreement. Upon the consummation of the Transactions (including the distribution of assets from the Trust Account to (A) the APHC Shareholders who shall have exercised their rights to participate in the APHC Share Redemptions, (B) the underwriters of APHC’s initial public offering, who are entitled to the Deferred Discount and (C) APHC with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to US $100,000 of interest on such proceeds to pay dissolution expenses), APHC shall have no further obligation under either the Trust Agreement or the APHC Governing Documents to liquidate or distribute any assets held in the Trust Account. As of , the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds remaining in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at APHC, and the ClosingTrust Agreement shall thereafter terminate in accordance with its terms.

Trust Account. As of the close of business three Business Days prior to the execution December 29, 2022, Nocturne has at least twenty-one million, one hundred fifty-nine thousand, nine hundred seventy-one dollars and delivery of this Agreement, GX has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders ninety-eight cents ($21,159,971.98) (the “Trust Amount”) in the Trust Account”), with such funds invested in United States government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of Nocturne, enforceable in accordance with its terms and terms. The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by Nocturne or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by Nocturne. GX Nocturne has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of timetime or both, would constitute such a breach or default by GX or, to the Knowledge of GX, by Nocturne or the Trustee. There are no separate contracts, any side letters with respect to the Trust Agreement or other (except for the Trust Agreement) any Contracts, arrangements or understandings (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (a) cause the description of the Trust Agreement in the GX Public Disclosure Record Nocturne SEC Documents to be inaccurate in any material respect and/or that would or (b) explicitly by their terms, entitle any Person (other than (i) the payment of deferred underwriting commissions Nocturne Shareholders who shall have exercised their rights to the IPO Underwriter and applicable taxes as described participate in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares Nocturne Share Redemptions pursuant to the GX Charter)Nocturne Governing Documents, (ii) the underwriters of Nocturne’s initial public offering, who are entitled to the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) Nocturne with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. Prior There are no Proceedings (or to the ClosingKnowledge of Nocturne, none of the funds held in the Trust Account will have been released, except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Agreement, there are no Actions investigations) pending or, to the Knowledge of GXNocturne, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their its respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) and funds available in the Trust Account will not be available to GX Nocturne at the ClosingEffective Time.

Trust Account. (a) As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $250,000,000 in the a trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), maintained and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), invested pursuant to the that certain Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee Agreement (the “Trust Agreement”) effective as of December 3, 2020, by and between SPAC and Continental Stock Transfer and Trust Company (“Continental Trust”), for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The obligations of SPAC under this Agreement are not subject to any conditions regarding SPAC’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of SPAC with respect to Continental Trust, is valid and in full force and effect and is enforceable in accordance with its terms and has not been amended or modified(subject to the Enforcement Exceptions). GX SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder thereunder, and there does not exist under the Trust Agreement any event whichthat, with the giving of notice or the lapse of time, would constitute such a breach or default by GX SPAC or, to the Knowledge of GXSPAC, by the TrusteeContinental Trust. There are no separate contractsContracts, side letters or other arrangements or understandings written understandings: (whether written or unwritten, express or impliedi) between SPAC and Continental Trust that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Reports to be inaccurate in any material respect and/or respect; or (ii) to the Knowledge of SPAC, that would entitle any Person (other than the payment stockholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described SPAC holding SPAC Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders SPAC’s initial public offering who elect shall have elected to redeem their Class A shares of SPAC Shares pursuant to SPAC’s Governing Documents or the GX Charter), underwriters of the initial public offering with respect to any deferred underwriting compensation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released except: (A) to cover pay income and franchise taxes from any tax obligation owed by GX as a result interest income earned in the Trust Account; and (B) to redeem SPAC Shares in accordance with the provisions of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX CharterSPAC’s Governing Documents. As of the date of this Agreement, there There are no Actions Legal Proceedings pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has $284,400,000 in investments and cash in the trust account established for Trust Account (including an aggregate of $9,660,000 of deferred underwriting discounts and commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of November 23, 20212020, between GX Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Acquiror Shareholders holding Acquiror Ordinary Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Acquiror’s initial public offering who elect shall have elected to redeem their Class A Acquiror Ordinary Shares pursuant to Acquiror’s Governing Documents and the GX Charter), underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than (i) to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant (ii) payments with respect to the GX Charterall Acquiror Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXAcquiror, threatened in writing with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Shareholder is exercising an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no neither Acquiror or Merger Sub have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Acquiror and Merger Sub on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Purchaser has cash at least $250,000,000 in the trust account established for Trust Account, such monies held in cash or invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the indirect benefit of redeeming GX Public Shareholders Investment Company Act pursuant to the Investment Management Trust Agreement (the “Trust AccountAgreement”), dated as of May 24, 2023, between Purchaser and for the benefit of GX in the amount set forth on the signature pageContinental, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Purchaser SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Purchaser Shareholders who elect shall have properly elected to redeem their Purchaser Class A Ordinary Shares pursuant to Purchaser’s Organizational Documents and the GX Charter), underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX CharterRedemption of Purchaser Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Purchaser’s Organizational Documents to (A) modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Purchaser Class A Ordinary Shares if it has not consummated an initial business combination within the prescribed window or (B) with respect to any other material provisions related to shareholders’ rights or pre-initial business combination activity. As The Trust Agreement has not been amended or modified and is a valid and binding obligation of Purchaser and is in full force and effect and is enforceable in accordance with its terms, subject to the date of this Agreement, there Enforceability Exceptions. There are no Actions claims or proceedings pending or, to the Knowledge of GXPurchaser, threatened in writing with respect to the Trust Account. Purchaser has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of Purchaser to dissolve or liquidate pursuant to Purchaser’s Organizational Documents shall terminate, and as of the Closing, Purchaser shall have no obligation whatsoever pursuant to Purchaser’s Organizational Documents to dissolve and liquidate the assets of Purchaser by reason of the consummation of the Transactions. To the Knowledge of Purchaser, as of the date hereof, following the Closing, no Purchaser Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Purchaser Shareholder is exercising their option to redeem Domesticated Purchaser Common Stock in connection with the Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no Purchaser does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Purchaser on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has cash at least $45,000,000 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment Acquiror Stockholders holding shares of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Acquiror Common Stock sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Acquiror’s initial public offering who elect shall have elected to redeem their Class A Shares shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the GX Charter), underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than (i) to cover any tax obligation owed by GX as a result pay Taxes and (ii) to redeem shares of assets of GX or interest or other income earned, and upon Acquiror Class A Common Stock in accordance with the exercise of Redemption Rights pursuant to the GX Charter. As provisions of the date SPAC’s Governing Documents and the Trust Agreement. The Trust Agreement is a valid and binding obligation of this Agreement, there Acquiror and is in full force and effect and is enforceable in accordance with its terms. There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXAcquiror, threatened in writing with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Stockholder is exercising an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no neither Acquiror or Merger Sub have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Acquiror and Merger Sub on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has cash at least $45,458,686 in the trust account established for Trust Account (including an aggregate of approximately $10,062,500 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 174, 2021, between GX Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment Acquiror Stockholders holding shares of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Acquiror Common Stock sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Acquiror’s initial public offering who elect shall have elected to redeem their Class A Shares shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the GX Charter), underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than (i) to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant (ii) payments with respect to the GX Charterall Acquiror Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXAcquiror, threatened in writing with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Stockholder is exercising an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no neither Acquiror or Merger Sub have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Acquiror and Merger Sub on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $69 million in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of November 12, 2021, between GX SPAC and Continental Stock Transfer & Trust Company, as trustee (the Trustee (“Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, side letters Contracts or other arrangements or understandings (whether written or unwritten, express or implied) Side Letters that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions (i) SPAC Stockholders holding SPAC Common Stock (prior to the IPO Underwriter and applicable taxes as described SPAC Merger Effective Time) sold in SPAC’s initial public offering (the GX Public Disclosure Record and the payment to GX Public Shareholders “IPO”) who elect shall have elected to redeem their Class A Shares shares of SPAC Common Stock (prior to the SPAC Merger Effective Time) pursuant to the GX Charter)SPAC Governing Documents, (ii) the Sponsor if the Sponsor chooses to get paid in cash for any part of the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, pursuant to Section 2.5(d) of this Agreement and (iii) as contemplated by the following sentence) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall SPAC Share Redemptions. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofClosing, assuming the accuracy obligations of SPAC to dissolve or liquidate pursuant to the SPAC Governing Documents shall terminate, and as of the representations Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Governing Documents to dissolve and warranties liquidate the assets of SPAC by reason of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any consummation of the conditions Transactions. To SPAC’s Knowledge, as of the date of this Agreement, following the Closing, no SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the use extent such SPAC Stockholder is exercising a SPAC Share Redemption (or a redemption right in connection with an amendment of SPAC’s Governing Documents to extend SPAC’s deadline to consummate the Business Combination), and excluding claims that a SPAC Stockholder may make against SPAC assets, properties or funds that are not held in the Trust Account will or have been distributed therefrom (other than to other Public Stockholders exercising redemption rights). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not be satisfied been terminated, rescinded, amended or (b) funds available modified in the Trust Account will not be available to GX at the Closingany respect.

Trust Account. As of the close Effective Time, the obligations of business three Business Days Parent to dissolve or liquidate within a specified time period as contained in the Parent Certificate of Incorporation will be terminated and Parent shall have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the consummation of the Merger or otherwise, and, except to the extent they elect to redeem their shares of Parent Common Stock in connection with the Merger pursuant to the Parent Organizational Documents, no stockholder of Parent shall be entitled to receive any amount from the Trust Account; provided that the foregoing shall not modify or restrict the obligations of Parent to consummate the redemption of any shares of Parent Common Stock pursuant to a valid exercise of Redemption Rights prior to the execution and delivery of this Agreement, GX has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable Effective Time in accordance with its terms and has not been amended or modifiedthe Parent Organizational Documents. GX has complied At least forty-eight (48) hours prior to the Effective Time, Parent shall provide notice to the Trustee in all respects accordance with the terms of the Trust Agreement and is not in breach thereof shall deliver any other documents, opinions or default thereunder and there does not exist under notices required to be delivered to the Trustee pursuant to the Trust Agreement any event which, with and cause the giving of notice or the lapse of time, would constitute such a breach or default by GX or, Trustee prior to the Knowledge of GXEffective Time to, by the Trustee. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record to be inaccurate in any material respect and/or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter)Trustee shall thereupon be obligated to, to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the transfer all funds held in the Trust Account will have been released, except to cover any tax obligation owed by GX as a result Parent (other than funds required to be paid from the Trust Account to stockholders of assets the Parent that elected to redeem their shares of GX or interest or other income earned, and upon Parent Common Stock in connection with the exercise of Redemption Rights Merger pursuant to the GX Charter. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GX, threatened in writing with respect Parent Organizational Documents pursuant to the Trust Account. As Agreement) (to be held as available cash on the balance sheet of the date hereofParent, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that be used to pay (a) as and when due all amounts payable to the stockholders of Parent holding shares of Parent Common Stock in the event they elect to redeem their Parent Common Stock pursuant to the Parent Organizational Documents, (b) any Outstanding Transaction Expenses payable by Parent on the Closing Date pursuant to Section 3.05 or (c) for working capital and other general corporate purposes of the conditions to business following the use of funds in Closing) and thereafter shall cause the Trust Account will not be satisfied or (b) funds available in and the Trust Account will not be available Agreement to GX at the Closingterminate.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least US$414,889,210 in the trust account established for Trust Account (including, if applicable, an aggregate of approximately US$14,490,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of February 5, 2021, between GX SPAC and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described SPAC Shareholders holding SPAC Ordinary Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders SPAC’s initial public offering who elect shall have elected to redeem their Class A SPAC Ordinary Shares pursuant to SPAC’s Governing Documents and the GX Charter), underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than in accordance with the Trust Agreement and SPAC’s Governing Documents to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall SPAC Shareholder Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. Since February 5, 2021, SPAC has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Governing Documents shall terminate, and as of the Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Governing Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. Following the Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no SPAC does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX the SPAC has cash at least $63,161,300 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of October 13, 20212022, between GX the SPAC and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement has not been amended or modified, other than in relation to any SPAC Share Redemptions, and is valid and in full force and effect and is enforceable in accordance with its terms terms, and has not been amended no termination, repudiation, rescission, amendment, supplement or modified. GX has complied in all respects with the terms of the Trust Agreement and modification is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trusteecontemplated. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions to SPAC Shareholders holding SPAC Ordinary Shares sold in the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A SPAC Ordinary Shares pursuant to the GX Charter), SPAC’s Governing Documents and the underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been releasedmay be released other than (i) to pay Taxes, except (ii) to cover make payments with respect to all SPAC Share Redemptions or (iii) to commence liquidation in accordance with and as required by the Trust Agreement (taking into account any tax obligation owed by GX amendments to the Trust Agreement providing for a longer period of time before the Trust Account is required to be liquidated, including, as a result of assets of GX or interest or other income earnedapplicable, the Second Extension, Third Extension, and upon the exercise of Redemption Rights pursuant to the GX CharterFourth Extension). As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXthe SPAC, threatened in writing with respect to the Trust Account. The SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, as it may be amended in accordance with the terms of this Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of the SPAC to dissolve or liquidate pursuant to the SPAC’s Governing Documents shall terminate, and as of the Effective Time, the SPAC shall have no obligation whatsoever pursuant to the SPAC’s Governing Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To the SPAC’s Knowledge, as of the date hereof, following the Effective Time, no shareholder of the SPAC shall be entitled to receive any amount from the Trust Account except to the extent such shareholder of the SPAC is exercising a SPAC Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company with its obligations hereunder and Merger Sub with their respective obligations hereunderunder the other Transaction Documents, GX has no the SPAC does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the ClosingSPAC on the Closing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this Agreementdate hereof, GX has cash there is at least $193,545,000 held in the a trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid (including an aggregate of approximately $6,641,250 of deferred underwriting commissions and other fees being held in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not Account), such monies invested in breach thereof United States government securities or default thereunder and there does not exist money market funds meeting certain conditions under Rule 2a-7 promulgated under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the TrusteeInvestment Company Act. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SEC Reports to be inaccurate in any material respect and/or or, to SPAC’s Knowledge, that would entitle any Person (other than the payment (a) holders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their SPAC Class A Shares who shall have elected to redeem such shares pursuant to SPAC’s Organizational Documents, (b) the GX Charter)underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions, or (c) in respect of Taxes) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the payments with respect to exercise of the SPAC Shareholder Redemption Rights pursuant to Right by any SPAC Shareholder consistent with SPAC’s Organizational Documents and the GX CharterTrust Agreement. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach by SPAC thereunder. As of the Effective Time, the obligations of SPAC to dissolve or liquidate within a specific time period pursuant to SPAC’s Organizational Documents shall terminate, and as of the Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the transactions contemplated hereby. To SPAC’s Knowledge, as of the date hereof, following the Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption Right. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no SPAC does not have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account (after giving effect to any exercise of the SPAC Shareholder Redemption Rights and release of funds in accordance with the terms of SPAC’s Organizational Documents and the Trust Agreement) will not be available to GX at SPAC on the ClosingClosing Date.

Trust Account. As of the close Effective Time, the obligations of business three Business Days Parent to dissolve or liquidate within a specified time period as contained in the Parent Certificate of Incorporation will be terminated and Parent shall have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the consummation of the Merger or otherwise, and, except to the extent they elect to redeem their shares of Parent Common Stock in connection with the Merger pursuant to the Parent Organizational Documents, no stockholder of Parent shall be entitled to receive any amount from the Trust Account; provided that the foregoing shall not modify or restrict the obligations of Parent to consummate the redemption of any shares of Parent Common Stock pursuant to a valid exercise of Redemption Rights prior to the execution and delivery of this Agreement, GX has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable Effective Time in accordance with its terms and has not been amended or modifiedthe Parent Organizational Documents. GX has complied At least forty-eight (48) hours prior to the Effective Time, Parent shall provide notice to the Trustee in all respects accordance with the terms of the Trust Agreement and is not in breach thereof shall deliver any other documents, opinions or default thereunder and there does not exist under notices required to be delivered to the Trustee pursuant to the Trust Agreement any event which, with and cause the giving of notice or the lapse of time, would constitute such a breach or default by GX or, Trustee prior to the Knowledge of GXEffective Time to, by the Trustee. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record to be inaccurate in any material respect and/or that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter)Trustee shall thereupon be obligated to, to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the transfer all funds held in the Trust Account will have been released, except to cover any tax obligation owed by GX as a result Parent (other than funds required to be paid from the Trust Account to stockholders of assets the Parent that elected to redeem their shares of GX or interest or other income earned, and upon Parent Common Stock in connection with the exercise of Redemption Rights Merger pursuant to the GX Charter. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of GX, threatened in writing with respect Parent Organizational Documents pursuant to the Trust Account. As Agreement) (to be held as available cash on the balance sheet of the date hereofParent, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that be used to pay (a) as and when due all amounts payable to the stockholders of Parent holding shares of Parent Common Stock in the event they elect to redeem their Parent Common Stock pursuant to the Parent Organizational Documents, (b) any Outstanding Transaction Expenses payable by Parent on the Closing Date pursuant to Section 3.04 or (c) for working capital and other general corporate purposes of the conditions to business following the use of funds in Closing) and thereafter shall cause the Trust Account will not be satisfied or (b) funds available in and the Trust Account will not be available Agreement to GX at the Closingterminate.

Trust Account. (a) As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has an amount in cash in the Trust Account of approximately $172,500,000. The funds held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust account established for the indirect benefit pursuant to that certain Investment Management Trust Agreement, dated as of redeeming GX Public Shareholders September 14, 2020 (the “Trust AccountAgreement”), between SPAC and for the benefit of GX in the amount set forth on the signature pageContinental, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Reports to be inaccurate in any material respect and/or or, to SPAC’s knowledge, that would entitle any Person (other than the payment of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect to redeem their Class A Shares pursuant to the GX Charter), to any portion of the proceeds funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the SPAC Stockholders who shall have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account will have been are permitted to be released, except in the circumstances described in the Governing Documents of SPAC and the Trust Agreement. SPAC has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit to date under, and upon is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Trust Agreement, there and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no Actions claims or Proceedings pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As Since September 14, 2020, SPAC has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the date hereoftransactions contemplated hereby, assuming including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the SPAC Stockholders who have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of SPAC to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms. (b) Assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their its respective obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date (after disbursements in respect of deferred underwriting commissions, Taxes, and to the SPAC Stockholders who shall have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC).

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX APHC has cash in the trust account established for the indirect benefit of redeeming GX Public Shareholders at least US $265,000,000 (the “Trust Amount”) in the Trust Account”), with such funds invested in United States government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of APHC, enforceable in accordance with its terms and terms. The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by APHC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by APHC. GX has complied in all respects APHC is not party to or bound by any side letters with the terms of respect to the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under (except for the Trust Agreement Agreement) any event whichContracts, arrangements or understandings, whether written or oral, with the giving of notice Trustee or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, side letters or any other arrangements or understandings Person that would (whether written or unwritten, express or implieda) that would cause the description of the Trust Agreement in the GX Public Disclosure Record APHC SEC Documents to be inaccurate in any material respect and/or that would or (b) explicitly by their terms, entitle any Person (other than (i) the payment APHC Shareholders who shall have exercised their rights to participate in the APHC Share Redemptions, (ii) the underwriters of deferred underwriting commissions APHC’s initial public offering, who are entitled to the IPO Underwriter Deferred Discount and applicable taxes as described (iii) APHC with respect to income earned on the proceeds in the GX Public Disclosure Record Trust Account to cover any of its Tax obligations and the payment up to GX Public Shareholders who elect US $100,000 of interest on such proceeds to redeem their Class A Shares pursuant to the GX Charter), pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings pending or, to the Knowledge of APHC, threatened with respect to the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been are permitted to be released, except in the circumstances described in the APHC Governing Documents and the Trust Agreement. APHC has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit, and upon is not in material breach or default under the exercise of Redemption Rights pursuant to the GX Charter. As of the date of this Trust Agreement, there are no Actions pending orand, to the Knowledge of GXAPHC, threatened no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Trust Agreement by APHC. APHC has not released any money from the Trust Account (other than interest income earned on the funds held in writing the Trust Account as permitted by the Trust Agreement. Upon the consummation of the Transactions (including the distribution of assets from the Trust Account to (A) the APHC Shareholders who shall have exercised their rights to participate in the APHC Share Redemptions, (B) the underwriters of APHC’s initial public offering, who are entitled to the Deferred Discount and (C) APHC with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to US $100,000 of interest on such proceeds to pay dissolution expenses), APHC shall have no further obligation under either the Trust Agreement or the APHC Governing Documents to liquidate or distribute any assets held in the Trust Account. As of , the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds remaining in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at APHC, and the ClosingTrust Agreement shall thereafter terminate in accordance with its terms.

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this AgreementExecution Date, GX PubCo has cash at least $321,175,953 in the trust account established for Trust Account (including, if applicable, an aggregate of approximately $11,068,750 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of February 24, 20212022, between GX PubCo and Continental Stock Transfer & Trust Company, a New York limited trust company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record PubCo SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment stockholders of deferred underwriting commissions PubCo holding PubCo Common Stock (prior to the IPO Underwriter and applicable taxes as described Closing) sold in the GX Public Disclosure Record and the payment to GX Public Shareholders PubCo’s initial public offering who elect shall have elected to redeem their Class A Shares shares of PubCo Common Stock (prior to the Closing) pursuant to the GX Charter), PubCo Governing Documents and the underwriters of PubCo’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released other than to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, pay Taxes and upon the exercise of Redemption Rights pursuant payments with respect to the GX Charterall PubCo Share Redemptions. As of the date of this Agreement, there There are no Actions proceedings pending or, to the Knowledge knowledge of GXPubCo, threatened in writing with respect to the Trust Account. PubCo has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach under the Trust Agreement. As of the date hereofClosing, the obligations of PubCo to dissolve or liquidate pursuant to the PubCo Governing Documents shall terminate, and as of the Closing, PubCo shall have no obligation whatsoever pursuant to the PubCo Governing Documents to dissolve and liquidate the assets of PubCo by reason of the consummation of the Transactions. To PubCo’s knowledge, as of the Execution Date, following the Closing, no PubCo Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such PubCo Stockholder is exercising a PubCo Share Redemption. As of the Execution Date, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein BT Entities contained in this Agreement and the compliance by the Company and Merger Sub BT Entities with their respective obligations hereunderunder this Agreement, GX PubCo has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at PubCo on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $200,000,000 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of June 8, 2021, between GX SPAC and Continental Stock Transfer & Trust Company, as trustee (in such capacity, the Trustee (“Trustee”, and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with Except for the terms of the Trust Agreement and is not in breach thereof or default thereunder and BofA Waiver Letter, there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, Contracts or side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment of deferred underwriting commissions SPAC Shareholders holding SPAC Ordinary Shares (prior to the First Merger Effective Time) sold in SPAC’s IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A SPAC Ordinary Shares (prior to the First Merger Effective Time) pursuant to the GX SPAC Charter), ) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will may be released other than to pay Taxes and payment to SPAC Shareholders who have been released, except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights validly exercised their redemption rights pursuant to the GX SPAC Charter. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and as of the Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. As of the date hereofof this Agreement, following the Closing, no SPAC Shareholder is entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder has exercised his, her or its SPAC Shareholder Redemption Right. As of the date of this Agreement, assuming the accuracy of the representations and warranties contained in Article III and the compliance by each of the Company and the Merger Sub herein and the compliance by the Company and Merger Sub Subs with their respective its obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the ClosingSurviving Company (as the surviving entity in the Second Merger) on the Closing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $55,959,000 in the trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (an interest-bearing demand deposit account or in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of September 28, 2021, between GX SPAC and Continental, as trustee (in such capacity, the Trustee (“Trustee”, and such Investment Management Trust Agreement, as amended, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contracts, Contracts or side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment SPAC Stockholders holding shares of deferred underwriting commissions SPAC Common Stock (prior to the SPAC Merger Effective Time) sold in SPAC’s IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders who elect shall have elected to redeem their Class A Shares shares of SPAC Common Stock (prior to the SPAC Merger Effective Time) pursuant to the GX SPAC Charter), ) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will may be released other than to pay Taxes and payment to SPAC Stockholders who have been released, except to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon the exercise of validly exercised their SPAC Stockholder Redemption Rights pursuant to the GX CharterRight. As of the date of this Agreement, there There are no Actions pending or, to the Knowledge of GXSPAC, threatened in writing against SPAC with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. As of the Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and as of the Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To the Knowledge of SPAC, as of the date of this Agreement, following the Closing, no SPAC Stockholder will be entitled to receive any amount from the Trust Account except to the extent such SPAC Stockholder properly exercises his, her or its SPAC Stockholder Redemption Right. As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties contained in Article III and the compliance by each of the Company and Merger Sub herein and the compliance by the Company and Merger Sub Acquisition Entities with their respective its obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) that any remaining funds available in the Trust Account after payment of the SPAC Stockholder Amount and the payment of the SPAC Transaction Expenses and the Company Transaction Expenses in accordance with Section 2.8(c)(iii)(2) will not be available to GX at the ClosingSPAC Merger Surviving Corporation on the Closing Date and after the SPAC Merger Effective Time.

Trust Account. As of the close of business three Business Days prior to the execution and delivery of this Agreement, GX has cash (a) There is at least $5,584,651 in the a trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), maintained and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), invested pursuant to the that certain Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee Agreement (the “Trust Agreement”). The ) effective as of February 19, 2021, by and between SPAC and the Exchange Agent for the benefit of its public shareholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act or in bank deposit accounts. (b) Other than to extend the expiration date thereunder, the Trust Agreement has not been amended or modified and, to the Knowledge of SPAC with respect to the Exchange Agent, is valid and in full force and effect and is enforceable in accordance with its terms and has not been amended terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or modifiedsimilar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. GX SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder thereunder, and there does not exist under the Trust Agreement any event whichthat, with the giving of notice or the lapse of time, would constitute such a breach or default by GX SPAC or, to the Knowledge of GX, by SPAC or the TrusteeExchange Agent. There are no separate contracts, Contracts or side letters or other arrangements or understandings letters: (whether written or unwritten, express or impliedi) between SPAC and the Exchange Agent that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Reports to be inaccurate in any material respect and/or respect; or (ii) to the Knowledge of SPAC, that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described SPAC holding SPAC Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders SPAC’s initial public offering who elect shall have elected to redeem their Class A shares of SPAC Shares pursuant to SPAC’s Governing Documents or the GX Charter), underwriters of the initial public offering with respect to any deferred underwriting compensation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released except: (A) to cover pay income and franchise taxes from any tax obligation owed by GX as a result interest income earned in the Trust Account; and (B) to redeem SPAC Shares in accordance with the provisions of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX CharterSPAC’s Governing Documents. As of the date of this Agreement, there There are no Actions Legal Proceedings pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at the Closing.

Trust Account. (a) As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX SPAC has cash at least $230,000,000 in the a trust account established for the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), maintained and for the benefit of GX in the amount set forth on the signature page, and such monies are held in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), invested pursuant to the that certain Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee Agreement (the “Trust Agreement”) effective as of February 18, 2021, by and between SPAC and Continental Stock Transfer and Trust Company (“Continental Trust”), for the benefit of its public shareholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of SPAC under this Agreement are not subject to any conditions regarding SPAC’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of SPAC with respect to Continental Trust, is valid and in full force and effect and is enforceable in accordance with its terms and has not been amended terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or modifiedsimilar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. GX SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder thereunder, and there does not exist under the Trust Agreement any event whichthat, with the giving of notice or the lapse of time, would constitute such a breach or default by GX SPAC or, to the Knowledge of GXSPAC, by the TrusteeContinental Trust. There are no separate contractsContracts, side letters or other arrangements or understandings written understandings: (whether written or unwritten, express or impliedi) between SPAC and Continental Trust that would cause the description of the Trust Agreement in the GX Public Disclosure Record SPAC SEC Reports to be inaccurate in any material respect and/or respect; or (ii) to the Knowledge of SPAC, that would entitle any Person (other than the payment shareholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described SPAC holding SPAC Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders SPAC’s initial public offering who elect shall have elected to redeem their Class A SPAC Shares pursuant to SPAC’s Governing Documents or the GX Charter), underwriters of the initial public offering with respect to any deferred underwriting compensation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been released, except may be released except: (A) to cover pay income and franchise taxes from any tax obligation owed by GX as a result interest income earned in the Trust Account; and (B) to redeem SPAC Shares in accordance with the provisions of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX CharterSPAC Governing Documents. As of the date of this Agreement, there There are no Actions Legal Proceedings pending or, to the Knowledge of GXSPAC, threatened in writing with respect to the Trust Account. As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties of the Company and Merger Sub herein contained in Article III and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX SPAC has no reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at SPAC on the ClosingClosing Date.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Xxxxxxxxxx has an amount in cash in the trust account established for Trust Account equal to at least $276,000,000. The funds held in the indirect benefit Trust Account are (a) invested in United States “government securities” within the meaning of redeeming GX Public Shareholders (Section 2(a)(16) of the “Trust Account”)Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, and for the benefit of GX in the amount set forth on the signature page, and such monies are (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated February 8, 2021, between Priveterra and maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated March 17, 2021, between GX and the Trustee ) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsagreements, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Priveterra SEC Reports to be inaccurate in any material respect and/or or that would entitle any Person to any portion of the funds in the Trust Account (other than the payment (i) in respect of deferred underwriting commissions to or Taxes, (ii) the IPO Underwriter and applicable taxes as described in the GX Public Disclosure Record and the payment to GX Public Shareholders Pre-Closing Priveterra Stockholders who elect shall have elected to redeem their Class A Shares Common Stock pursuant to the GX Charter)Governing Documents of Priveterra, or (iii) if Priveterra fails to any portion complete a business combination within the allotted time period set forth in the Governing Documents of the proceeds in Priveterra and liquidates the Trust Account, subject to the terms of the Trust Agreement, Priveterra (in limited amounts to permit Priveterra to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Priveterra) and then the Pre-Closing Priveterra Stockholders). Prior to the Closing, none of the funds held in the Trust Account will have been are permitted to be released, except in the circumstances described in the Governing Documents of Priveterra and the Trust Agreement. Priveterra has performed all material obligations required to cover any tax obligation owed be performed by GX as a result of assets of GX or interest or other income earnedit to date under, and upon is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the exercise of Redemption Rights pursuant Trust Agreement, and, to the GX Charterknowledge of Priveterra, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no Actions claims or proceedings pending or, to the Knowledge of GX, threatened in writing with respect to the Trust Account. As of Since February 8, 2021, Xxxxxxxxxx has not released any money from the date hereof, assuming Trust Account (other than interest income earned on the accuracy of the representations and warranties of the Company and Merger Sub herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, GX has no reason to believe that (a) any of the conditions to the use of funds held in the Trust Account will not be satisfied as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes, or (bB) funds available to the Pre-Closing Priveterra Stockholders who have elected to redeem their Class A Common Stock pursuant to the Governing Documents of Priveterra, each in accordance with the terms of and as set forth in the Trust Account will not be available Agreement, Priveterra shall have no further obligation under either the Trust Agreement or the Governing Documents of Priveterra to GX at liquidate or distribute any assets held in the ClosingTrust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the close of business three Business Days prior to the execution and delivery date of this Agreement, GX Acquiror has cash at least $345,000,000 in the trust account established for Trust Account (including, if applicable, an aggregate of approximately $12,075,000 of deferred underwriting commissions and other fees being held in the indirect benefit of redeeming GX Public Shareholders (the “Trust Account”), and for the benefit of GX in the amount set forth on the signature page, and such monies are held invested in trust and maintained by Continental Stock Transfer & Trust Company, acting as trustee (United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated March 17as of February 11, 2021, between GX Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. GX has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by GX or, to the Knowledge of GX, by the Trustee. There are no separate contractsContracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the GX Public Disclosure Record Acquiror SEC Filings to be inaccurate in any material respect and/or or that would entitle any Person (other than the payment stockholders of deferred underwriting commissions to the IPO Underwriter and applicable taxes as described Acquiror holding Acquiror Common Shares sold in the GX Public Disclosure Record and the payment to GX Public Shareholders Acquiror’s initial public offering who elect shall have elected to redeem their Class A Shares shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the GX Charter), underwriters of Xxxxxxxx’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account will have been releasedmay be released other than to pay franchise Tax, except income Tax and similar obligations and payments with respect to cover any tax obligation owed by GX as a result of assets of GX or interest or other income earned, and upon the exercise of Redemption Rights pursuant to the GX Charterall Acquiror Share Redemptions. As of the date of this Agreement, there There are no Actions claims or proceedings pending or, to the Knowledge knowledge of GXAcquiror, threatened in writing with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Stockholder is exercising an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective its obligations hereunder, GX has no neither Acquiror or Merger Sub have any reason to believe that (a) any of the conditions to the use of funds in the Trust Account will not be satisfied or (b) funds available in the Trust Account will not be available to GX at Acquiror and Merger Sub on the ClosingClosing Date.