WARRANT AGREEMENT between GOOD WORKS II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 4th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [•], 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 • June 4th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 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 • June 4th, 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 • June 4th, 2021 • Good Works II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 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”).
I-Bankers Securities, Inc. Suite 423 New York, New York 10017 Good Works II Acquisition Corp. Houston, TX 77027 Attn: Cary Grossman, President Ladies and Gentlemen:Advisory Agreement • June 4th, 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 • June 4th, 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”):
