0001213900-20-030737 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 2020, by and between Good Works Acquisition Corp., a Delaware corporation (the “Company”), and _________ (“Indemnitee”).

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15,000,000 Units Good Works Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • October 9th, 2020 • Good Works 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:

WARRANT AGREEMENT between GOOD WORKS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2020, is by and between Good Works Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______, 2020 by and between Good Works Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Good Works Acquisition Corp. Houston, TX 77027 Re: Initial Public Offering Gentlemen:
Letter Agreement • October 9th, 2020 • Good Works 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 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 17,250,000 of the Company’s units (including up to 2,250,000 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 registration

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Good Works Acquisition Corp., a Delaware corporation (the “Company”), I-B Good Works, LLC, a Delaware limited liability company (the “Sponsor”), GW Sponsor 2, LLC, 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 Acquisition Corp. • October 9th, 2020 • Blank checks • New York

This is to confirm our agreement whereby Good Works 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. 333-248333 filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • New York

This Subscription Agreement (this “Agreement”) is entered into as of _______ __, 2020 between Good Works 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 acquisition corp. FOUNDER STOCK SUBSCRIPTION AGREEMENT
Founder Stock Subscription Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks

The undersigned (“Subscriber”) hereby subscribes for ___________ (__________) shares of the Common Stock, $0.01 par value per share, of Good Works Acquisition Corp., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), and agrees to pay to the Corporation, upon demand therefor, the sum of __________________ ($__________ ).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of _____, 2020 (“Agreement”), by and among Good Works Acquisition Corp., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).

Good Works Acquisition Corp.
Letter Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • New York

This letter agreement by and between Good Works Acquisition Corp. (the “Company”) and Shoreline Capital Advisors, Inc. (“Shoreline”), 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 the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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