GOOD WORKS II ACQUISITION CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
This agreement (Agreement) is made as of July 9, 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).
WHEREAS, the Company is engaged in a public offering (Public Offering) of up to 23,000,000 units (including up to 3,000,000 units subject to the Over-allotment Option (as defined below)) (Public Units), each Public Unit comprised of one share of common stock of the Company, par value $0.0001 per share (Common Stock), and one-half of one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 11,500,000 warrants (including up to 1,500,000 warrants subject to the Over-allotment Option) (the Public Warrants) to the public investors in connection with the Public Offering; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-1, File No. 333-254462 (Registration Statement), and a prospectus (the Prospectus) for the registration, under the Securities Act of 1933, as amended (Act), of the Public Units, the Public Warrants and the Common Stock included in the Public Units; and
WHEREAS, the Company has received binding commitments from 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) to purchase up to an aggregate of 350,000 units (Private Units) which will include up to an aggregate of 175,000 warrants (the Private Warrants) bearing the legend set forth in Exhibit B hereto, in a private placement transaction to occur simultaneously with the consummation of the Public Offering; and
WHEREAS, the Company may issue up to an additional 150,000 units (Working Capital Units and together with the Public Units and the Private Units, the Units) which will include up to an additional 75,000 warrants (Working Capital Warrants) in satisfaction of certain working capital loans to I-B Good Works 2, LLC (the Sponsor) or the Companys officers, directors, initial stockholders (as defined in the Prospectus) or their affiliates may, but are not obligated to, make to the Company; and
WHEREAS, following consummation of the Public Offering, the Company may issue additional warrants (Post IPO Warrants and together with the Public Warrants, Private Warrants, and Working Capital Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination (defined below); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and