REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Company, the initial stockholders, and the Sponsor have entered into certain Securities Subscription Agreements pursuant to which such parties purchased an aggregate of 5,750,000 shares (the Founder Shares) of the Companys common stock, par value $0.0001 per share (Common Stock), up to 750,000 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, on March 18, 2021, Sponsor forfeited 1,166,666 Founder Shares;
WHEREAS, on March 18, 2021, the Company entered into those certain Subscription Agreements (the Anchor Subscription Agreements) with certain funds and accounts managed by Glazer Capital LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc., and Polar Asset Management Partners Inc., (collectively, the Anchor Investors), pursuant to which the Anchor Investors agreed to purchase from the Company an aggregate of 1,166,666 Founder Shares;
WHEREAS, pursuant to the Anchor Subscription Agreements, the Anchor Investors agreed to purchase an aggregate of 350,000 private placement units at a price of $10.00 per unit (the Private Placement Units) each Private Placement Unit consisting of one share of Common Stock and one-half of one redeemable warrant (the Private Placement Warrants, together with the Private Placement Units, the Private Placement Securities), in private placement transactions occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain shareholders, officers and directors of the Company may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent units (Working Capital Units) at a price of $10.00 per unit at the option of the lender; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: