WARRANT AGREEMENT between GOOD WORKS II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 15th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of July 9, 2021 between Good Works II Acquisition Corp., a Delaware corporation, with offices at 4265 San Felipe, Suite 603, Houston, Texas 77027 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 15th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 9, 2021 by and between Good Works II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
20,000,000 Units Good Works II Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
The undersigned, Good Works Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • June 4th, 2021 • Good Works II Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Good Works II Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
Good Works II Acquisition Corp. Houston, TX 77027 Re: Initial Public Offering Gentlemen:Underwriting Agreement • June 4th, 2021 • Good Works II Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Good Works II Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. (“I-Bankers”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registra
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 9, 2021, is made and entered into by and among Good Works II Acquisition Corp., a Delaware corporation (the “Company”), I-B Good Works 2, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
July 9, 2021Advisory Agreement • July 15th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby Good Works II Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to serve as the Company’s advisor in connection with the Company acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (each a “Target”) (in each case, a “Business Combination”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-254462 filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Good Works II Acquisition Corp.Securities Subscription Agreement • June 4th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • June 4th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of , 2021 between Good Works II Acquisition Corp., a Delaware corporation (the “Company”) and each of the parties listed on Annex I hereto (each, a “Purchaser”, and together, the “Purchasers”).
Good Works II Acquisition Corp.Administrative Services Agreement • July 15th, 2021 • Good Works II Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between Good Works II Acquisition Corp. (the “Company”) and Shoreline Capital Advisors (the “Consultant”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 15 months after the Listing Date (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Good Works II Acquisition Corp. Houston, TX 77027 Re: Initial Public Offering Gentlemen:Underwriting Agreement • July 15th, 2021 • Good Works II Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Good Works II Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. (“I-Bankers”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registrat
October 12, 2022Advisory Agreement • October 13th, 2022 • Good Works II Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby Good Works II Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to serve as the Company’s advisor in connection with the Company acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (each a “Target”) (in each case, a “Business Combination”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-254462 filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”). This agreement amends and restates that certain letter agreement, dated as of July 9, 2021, between the Company and the Advisor.
TERMINATION AGREEMENTTermination Agreement • February 16th, 2023 • Good Works II Acquisition Corp. • Blank checks
This tERMINATION AGREEMENT (this “Agreement”) is effective as of February 15, 2023 (the “Effective Date”), by and among Good Works II Acquisition Corp., a Delaware corporation (“Good Works”), Direct Biologics, Inc., a Delaware corporation (“Company Topco”), DB Merger Sub, Inc., a Delaware corporation (“Company Merger Sub”), DB DRE LLC, a Delaware limited liability company (“DRE LLC”), and Direct Biologics, LLC, a Wyoming limited liability company (the “Company”). Good Works, the Company, Company Topco, Company Merger Sub, and DRE LLC shall each individually be referred to herein as a “Party” and, collectively as the “Parties”. The Company, Company Topco, Company Merger Sub, and DRE LLC shall each individually be referred to herein as a “Company Party” and, collectively as the “Company Parties” Reference is made to that certain Business Combination Agreement, dated as of October 12, 2022, by and among the Parties (the “Business Combination Agreement”) and capitalized terms that are not
BUSINESS COMBINATION AGREEMENT by and among GOOD WORKS II ACQUISITION CORP.,Business Combination Agreement • October 13th, 2022 • Good Works II Acquisition Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of October 12, 2022 (this “Agreement”), by and among Good Works II Acquisition Corp., a Delaware corporation (“Good Works”), Direct Biologics, Inc., a Delaware corporation (“Company Topco”), DB Merger Sub, a Delaware corporation (“Company Merger Sub”), DRE LLC, a Delaware limited liability company (“DRE LLC”), and Direct Biologics, LLC, a Wyoming limited liability company (the “Company”). Good Works, Company Topco, Company Merger Sub, DRE LLC, and the Company shall be referred to herein from time to time collectively as the “Parties” or individually as a “Party”.
Good Works II Acquisition Corp.Administrative Services Agreement • December 29th, 2022 • Good Works II Acquisition Corp. • Blank checks
This letter agreement by and between Good Works II Acquisition Corp. (the “Company”) and Shoreline Capital Advisors (the “Consultant”), dated as of the date hereof, amends and restates the letter agreement between the parties hereto, dated as of July 9, 2021. This letter agreement confirms our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination, or (ii) the Company’s liquidation, (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
