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.
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”.
