THIS LOCK-UP AGREEMENT (this Agreement) is made and entered into as of August 26, 2021 between I-B Goodworks, LLC, a Delaware limited liability company (the Sponsor) and Good Works Acquisition Corp., a Delaware corporation (Acquiror). The Sponsor and the Acquiror are sometimes referred to herein individually as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
WHEREAS, Sponsor holds (i) 757,500 shares of Acquiror Common Stock issued to the initial shareholders of Acquiror for nominal consideration and referred to as founder shares in the Prospectus (the Founder Common Stock) and (ii) 0 private placement units (Private Placement Units), each of which Private Placement Units consists of one share of Common Stock and one-half of one Acquiror Warrant and was purchased at a price of $10.00 per Private Placement Unit;
WHEREAS, Acquiror, Cipher Mining Technologies Inc., a Delaware corporation and Currency Merger Sub, Inc., a Delaware corporation, entered into that certain Agreement and Plan of Merger, dated as of March 4, 2021 (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the Merger Agreement); and
WHEREAS, the Merger Agreement contemplates that the Parties will enter into this Agreement, pursuant to which the Acquiror Common Stock held by the Sponsor immediately after the Effective Time (together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted) shall become subject to limitations on disposition as set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the Parties hereby agree as follows:
1. For purposes of this Agreement:
(a) the term First Lock-Up Period means the period beginning on the date that is six (6) months after the Closing Date and ending on the date that is one (1) year after the Closing Date;
(b) the term Lock-up Period means the period beginning on the Closing Date and ending on the date that is two (2) years after the Closing Date; provided, that the Parties may mutually agree to shorten the duration of or otherwise waive the Lock-up Period;
(c) the term Lock-up Shares means the shares of Acquiror Common Stock held by the Sponsor immediately following the Closing (for the avoidance of doubt, (x) including the Founder Common Stock, and (y) excluding the (i) Private Placement Units, and (ii) shares of Acquiror Common Stock acquired in the public market or pursuant to a transaction exempt from registration under the Securities Act, pursuant to a subscription agreement where the issuance of Acquiror Common Stock occurs on or after the Closing), together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted;
(d) the term Permitted Transferees means any Person to whom the Sponsor is permitted to transfer Lock-up Shares prior to the expiration of the Lock-up Period pursuant to Section 2(a);
(e) the term Prospectus means the final prospectus of Acquiror, filed with the United States Securities and Exchange Commission (File No. 333-248333) on October 9, 2020;
(f) the term Second Lock-Up Period means the period beginning on the date that is one (1) year after the Closing Date and ending on the date that is eighteen (18) months after the Closing Date; and