Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 36251A107
1.
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Names of Reporting Persons
GX Sponsor LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5.
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Sole Voting Power
7,187,500 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
7,187,500 (1)(2)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,187,500 (1)(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote (2) below.
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11.
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Percent of Class Represented by Amount in Row (9)
20.0%(1)(2)(3)
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12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 36251A107
1.
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Names of Reporting Persons
Dean C. Kehler
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use Only
|
4.
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|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
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5.
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Sole Voting Power
0
|
|
6.
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Shared Voting Power
7,187,500 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
7,187,500 (1)(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,187,500 (1)(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote (2) below.
|
11.
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Percent of Class Represented by Amount in Row (9)
20.0%(1)(2)(3)
|
12.
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Type of Reporting Person (See Instructions)
IN
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CUSIP
No. 36251A107
1.
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Names of Reporting Persons
Cooper Road, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use Only
|
4.
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|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
|
6.
|
|
Shared Voting Power
7,187,500 (1)
|
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7.
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Sole Dispositive Power
0
|
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8.
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Shared Dispositive Power
7,187,500 (1)(2)
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,187,500 (1)(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote (2) below.
|
11.
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Percent of Class Represented by Amount in Row (9)
20.0%(1)(2)(3)
|
12.
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Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 36251A107
1.
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|
Names of Reporting Persons
Jay R. Bloom
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use Only
|
4.
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|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
|
6.
|
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Shared Voting Power
7,187,500 (1)
|
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7.
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Sole Dispositive Power
0
|
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8.
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Shared Dispositive Power
7,187,500 (1)(2)
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,187,500 (1)(2)
|
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote (2) below.
|
11.
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Percent of Class Represented by Amount in Row (9)
20.0%(1)(2)(3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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See Item 4. These shares are the Issuer’s Class B Common Stock, which are automatically convertible into shares of the Issuer’s Class A Common Stock at the time of the Issuer’s initial business combination or earlier at the option of the holder and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-231074). GX Sponsor LLC (the “Sponsor”) is the record holder of the shares reported herein. Cooper Road, LLC and Dean C. Kehler are the managing members of the Sponsor. Jay R. Bloom is the managing member of Cooper Road, LLC. As such, each may be deemed to have or share voting and dispositive power of the Class B Common Stock held directly by the Sponsor.
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(2)
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Excludes 7,000,000 shares which may be purchased by exercising warrants that are not presently exercisable.
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(3)
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Based on 28,750,000 shares of Class A Common Stock and 7,187,500 shares of Class B Common Stock issued and outstanding as of November 14, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2019.
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Item 1(a).
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Name of Issuer
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GX Acquisition Corp. (the “Issuer”)
Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Item 2(a).
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Names of Persons Filing
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GX Sponsor LLC, Jay R. Bloom, Cooper Road, LLC and
Dean Kehler (collectively, the “Reporting Persons”)
Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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1325 Avenue of the Americas, 25th
Floor
New York, NY 10019
GX Sponsor LLC is a limited liability company formed
in Delaware;
Cooper Road, LLC, is a limited liability company formed
in Delaware;
Each of Dean C. Kehler, and Jay
R. Bloom is a citizen of the United States of America.
Item 2(d).
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Title of Class of Securities
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Class A Common Stock, $0.0001 par value per share.
* Class A common stock is the class of common stock
of the Issuer registered pursuant to the Securities Exchange Act of 1934, as amended. The Reporting Persons own shares of Class
B common stock. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of
the Issuer’s initial business combination (the “Business Combination”), or earlier at the option of the holder,
on a one-for-one basis, subject to certain adjustments. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”)
and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares
of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree
to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock
issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the
sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common
stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or
equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent
warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).
36251A107
Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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☐
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(a) Broker or Dealer registered under Section 15 of the Exchange Act.
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☐
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(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
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☐
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(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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☐
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(d) Investment company registered under Section 8 of the Investment Company Act.
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☐
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(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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☐
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(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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☐
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(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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☐
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(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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☐
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(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
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☐
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(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
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Not applicable
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The responses to Items 5-11 of the cover pages of
this Schedule 13G are incorporated herein by reference.
As of December 31, 2019, the Reporting Persons
may be deemed to beneficially own 7,187,500 shares of the Issuer’s Class B Common Stock, representing 20.0% of the total
Class A and Class B Common Stock issued and outstanding. The Class B Common Stock is automatically convertible into
the Issuer’s Class A Common Stock at the time of the Issuer’s initial business combination, or earlier at the
option of the Reporting Persons, on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description
of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-231074). The percentage
of Class B Common Stock held by the Reporting Persons is based upon 28,750,000 shares of Class A Common Stock and 7,187,500
shares of Class B Common Stock issued and outstanding as of November 13, 2019, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2019.
GX Sponsor LLC (the “Sponsor”) is the
record holder of the shares reported herein. Cooper Road, LLC and Dean C. Kehler are the managing members of the Sponsor. Jay R.
Bloom is the managing member of Cooper Road, LLC As such, each may be deemed to have or share voting and dispositive power of the
Class B Common Stock held directly by the Sponsor.
Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable
Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
Item 9.
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Notice of Dissolution of Group
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Not Applicable
Not Applicable
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: February 12, 2020
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/s/ Dean C. Kehler,
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02/12/2020
|
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as the Managing Member of GX Sponsor LLC
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/s/ Jay R. Bloom
|
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02/12/2020
|
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as the controlling member of Cooper Road, LLC.
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/s/ Dean C. Kehler
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02/12/2020
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/s/ Jay R. Bloom
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02/12/2020
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** Signature of Reporting Person
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Date
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock,
$0.0001 par value per share, of GX Acquisition Corp, and further agree that this Joint Filing Agreement shall be included as an
exhibit to such joint filings.
The undersigned further
agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto,
and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason
to believe that such information is inaccurate.
This Joint Filing Agreement
may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of February 12, 2020.
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GX Sponsor LLC
|
|
|
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By:
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/s/ Dean C. Kehler
|
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Title:
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Dean C. Kehler, its managing member
|
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Cooper Road, LLC
|
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By:
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/s/ Jay R. Bloom
|
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Title:
|
the managing member of Cooper Road, LLC
|
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By:
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/s/ Dean C. Kehler
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Name:
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Dean C. Kehler
|
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By:
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/s/ Jay R. Bloom
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Name:
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Jay R. Bloom
|