Exhibit
10.2


 


SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 4th day of March, 2021,
by and among Good Works Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).
Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement
(as defined below).


 


WHEREAS,
the Issuer, Cipher Mining Technologies, Inc., a Delaware corporation (the “Company”), and the other parties
named therein will concurrently with the execution of this Subscription Agreement, enter into that certain Agreement and Plan
of Merger, dated as of the date hereof (as amended, amended and restated, modified, supplemented, or waived from time to time
in accordance with its terms, the “Merger Agreement”), pursuant to which the Issuer, its merger subsidiary
and the Company shall enter into a business combination transaction, with the Company surviving as the surviving entity, on the
terms and subject to the conditions set forth therein (together with the other transactions contemplated by the Merger Agreement,
the “Transactions”);


 


WHEREAS,
in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer that number of shares of
the common stock of the Issuer, par value $0.001 per share (the “Common Stock”), set forth on Subscriber’s
signature page hereto (the “Shares”) for a purchase price of $10.00 per share, for the aggregate purchase price
set forth on Subscriber’s signature page hereto (the “Purchase Price”), and the Issuer desires to issue
and sell to Subscriber the Shares in consideration of the payment of the Purchase Price therefor by or on behalf of Subscriber
to the Issuer, with such payment comprising a benefit-in-kind commitment (such benefit-in-kind as may be provided from time to
time), all on the terms and conditions set forth herein; and


 


WHEREAS,
certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”)) or institutional “accredited investors” (within the meaning of Rule 501(a)
of Regulation D under the Securities Act) (each, an “Other Subscriber”) have, severally and not jointly, entered
into separate subscription agreements with the Issuer (the “Other Subscription Agreements”), pursuant to which
such Other Subscribers have agreed to purchase Common Stock on the Closing Date at the same per share purchase price as the Subscriber,
and the aggregate amount of securities to be sold by the Issuer pursuant to this Subscription Agreement and the Other Subscription
Agreements equals, as of the date hereof, 42,500,000 shares of Common Stock and the aggregate value of the consideration received
by the Issuer in connection with the purchase and sale of the Shares equals $425,000,000.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties, and covenants, and subject to the conditions,
herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1. Subscription.
Subject to the terms and conditions hereof, at the Closing, Subscriber hereby agrees to subscribe for and purchase, and the Issuer
hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price the Shares (such subscription and issuance,
the “Subscription”).


 


2. Representations,
Warranties, and Agreements.


 


2.1 Subscriber’s
Representations, Warranties, and Agreements. To induce the Issuer to issue the Shares to Subscriber, Subscriber hereby represents
and warrants to the Issuer and acknowledges and agrees with the Issuer as follows:


 


2.1.1 Subscriber
has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation
or formation, with power and authority to enter into, deliver, and perform its obligations under this Subscription Agreement.


 






     


     


    

 


2.1.2 This
Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. Assuming that this Subscription
Agreement has been duly authorized, executed and delivered by the Issuer, this Subscription Agreement is the valid and binding
obligation of Subscriber and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise
affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting
the rights of creditors generally and (ii) principles of equity, whether considered at law or equity (including concepts of materiality,
reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).


 


2.1.3 The
execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated
herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets
of Subscriber or any of its subsidiaries, if any, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement,
lease, license, or other agreement or instrument to which Subscriber or any of its subsidiaries, if any, is a party, or by which
Subscriber or any of its subsidiaries, if any, is bound or to which any of the property or assets of Subscriber or any of its
subsidiaries, if any, is subject, which would reasonably be expected to have an adverse effect on the ability of Subscriber to
enter into and timely perform its obligations under, this Subscription Agreement (a “Subscriber Material Adverse Effect”),
(ii) result in any violation of the provisions of the organizational documents of Subscriber or any of its subsidiaries, if any,
or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement
of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries,
if any, or any of their respective properties that would reasonably be expected to have a Subscriber Material Adverse Effect.


 


2.1.4 Subscriber
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in
connection with the execution, delivery and performance of this Subscription Agreement.


 


2.1.5 Subscriber
is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) satisfying the applicable requirements
set forth on Schedule I attached hereto, (ii) an institutional account as defined in FINRA Rule 4512(c), (iii) acquiring
the Shares only for its own account and not for the account of others, or if Subscriber is subscribing for the Shares as a fiduciary
or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer, and Subscriber has
full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations,
warranties, and agreements herein on behalf of each owner of each such account, and (iv) not acquiring the Shares with a view
to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the
requested information on Schedule I attached hereto). Subscriber is not an entity formed for the specific purpose of acquiring
the Shares.


 






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2.1.6 Subscriber
is a sophisticated investor, experienced in investing in securities transactions and capable of evaluating investment risks independently,
both in general and with regard to all transactions and investment strategies involving a security or securities, and has exercised
independent judgment in evaluating its participation in the purchase of the Shares.


 


2.1.7 Subscriber
understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities
Act and that the Shares have not been registered under the Securities Act. Subscriber understands that the Shares may not be resold,
transferred, pledged, or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act,
except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside
the United States within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption
from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance with any applicable
securities laws of the states and other jurisdictions of the United States, and that any certificates or book entries representing
the Shares (if any) shall contain a legend to such effect. Subscriber acknowledges that the Shares will not be eligible for resale
pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Shares will be subject
to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily
resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time.
Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge, or transfer
of any of the Shares.


 


2.1.8 Subscriber
understands and agrees that Subscriber is purchasing the Shares directly from the Issuer. Subscriber further acknowledges that
there have been no representations, warranties, covenants, or agreements made to Subscriber by the Issuer, the Company, the Placement
Agents (as defined below) or any of their respective affiliates, officers or directors, expressly or by implication, other than
those representations, warranties, covenants, and agreements expressly set forth in this Subscription Agreement, and Subscriber
is not relying on any representations, warranties or covenants other than those expressly set forth in this Subscription Agreement.


 


2.1.9 Subscriber
represents and warrants that it (i) is purchasing the Shares for investment, (ii) has no current plan or intention to dispose
of or otherwise transfer the Shares and (iii) is under no binding agreement to dispose of or otherwise transfer the Shares.


 


2.1.102.1.10If
Subscriber is an employee benefit plan that is subject to Title 1 of Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), Subscriber represents and warrants that its acquisition and holding of the Shares will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISAthe Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any
applicable similar law. In making its decision to purchase the Shares, Subscriber represents that it has relied solely upon independent
investigation made by Subscriber and the Issuer’s representations, warranties and agreements in Section 2.2 hereof.
Without limiting the generality of the foregoing, Subscriber has not relied on any statements or other information provided by
anyone other than the Issuer concerning the Issuer, the Company or the Shares or the offer and sale of the Shares. Subscriber
acknowledges and agrees that Subscriber has received access to and has had an adequate opportunity to review such financial and
other information as Subscriber deems necessary in order to make an investment decision with respect to the Shares, including
with respect to the Issuer, the Company, and the Transactions and has made its own assessment and is satisfied concerning the
relevant tax and other economic considerations relevant to the Subscriber’s investment in the Shares. Subscriber acknowledges
that it has reviewed the SEC Documents (as defined below). Subscriber represents and agrees that Subscriber and Subscriber’s
professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers, and obtain such information
as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed reasonably necessary to make an investment
decision with respect to the Shares. Subscriber acknowledges that the Placement Agents (as defined below) and their respective
directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to
the Issuer, the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the Subscriber
by the Issuer and/or the Company. Subscriber acknowledges that (i) it has not relied on any statements or other information provided
by any Placement Agent or any of the Placement Agents’ respective affiliates with respect to its decision to invest in the
Shares, including information related to the Issuer, the Company, the Shares and the offer and sale of the Shares, (ii) none of
the Placement Agents or any of their respective affiliates has prepared any disclosure or offering document in connection with
the offer and sale of the Shares and (iii) in connection with the issue and purchase of the Shares, none of the Placement Agents
has acted as the Subscriber’s financial advisor or fiduciary.


 






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2.1.11 Subscriber
became aware of this offering of the Shares solely by means of direct contact between Subscriber and the Issuer or its representative.
Subscriber has a pre-existing substantive relationship (as interpreted in guidance from the Commission (as defined below) under
the Securities Act) with the Issuer or its representative, and the Shares were offered to Subscriber solely by direct contact
between Subscriber and the Issuer or its representative. Subscriber did not become aware of this offering of the Shares, nor were
the Shares offered to Subscriber, by any other means. Subscriber acknowledges that it has not become aware of this offering (i)
by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under
the Securities Act, or (ii) in a manner involving a public offering under, or in a distribution in violation of, the Securities
Act or any state securities laws.


 


2.1.12 Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. Subscriber
is able to fend for itself in the transactions contemplated herein, has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Shares, and Subscriber has sought such accounting,
legal, and tax advice as Subscriber has considered necessary to make an informed investment decision. The Subscriber understands
and acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A)
and (ii) the institutional customer exemption under FINRA Rule 2111(b).


 


2.1.13 Alone,
or together with any professional advisor(s), if any, Subscriber has adequately analyzed and fully considered the risks of an
investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at
this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer.
Subscriber acknowledges specifically that a possibility of total loss exists.


 


2.1.14 Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or
made any findings or determination as to the fairness of an investment in the Shares.


 


2.1.15 Neither
Subscriber nor any of its directors, officers, employees or other persons acting on behalf of Subscriber for the purposes of this
Subscription Agreement is (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the
Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is
administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any other
Executive Order issued by the President of the United States and administered by OFAC (collectively, “OFAC Lists”),
or a person or entity prohibited by any OFAC sanctions program, (ii) owned or controlled by, or acting on behalf of, a person,
that is named on an OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national,
or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria,
the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the
United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S.
shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies,
if requested thereby, such records as required by applicable law; provided, that Subscriber is permitted to do so under
applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section
5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under
the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably
designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against
the OFAC sanctions programs, including the OFAC Lists. Subscriber further represents and warrants that, to the extent required,
it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the
Shares were legally derived.


 






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2.1.16 If
Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other
arrangement that is subject to Section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in
Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4)
of ERISA), or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state,
local, non-U.S., or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying
assets are considered to include “plan assets” of any such plan, account, or arrangement (each, a “Plan”)
subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code, Subscriber represents and
warrants that neither the Issuer nor any of its affiliates (the “Transaction Parties”) has acted as the Plan’s
fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of the Transaction
Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold,
or transfer the Shares.


 


2.1.17 Subscriber
is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or any successor provision), including any group acting for the purpose of acquiring, holding, or disposing of
equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


2.1.18 The
Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at the Subscriber’s direction or
pursuant to any understanding with the Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option,
engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange
Act, including all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of
prime brokerage or other similar financing arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers,
of the Common Stock or the Shares until the consummation of the Transactions (or such earlier termination of this Subscription
Agreement in accordance with its terms).


 






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2.1.19 No
foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state
have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Issuer as a result
of the purchase and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States
would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208)
over the Issuer from and after the Closing as a result of the purchase and sale of Shares hereunder.


 


2.1.20 Subscriber
is an entity having total liquid assets and net assets in excess of the Purchase Price as of the date hereof and as of each date
the Purchase Price would be required to be paid to the Issuer pursuant to Section 3.


 


2.1.21 The
Subscriber hereby acknowledges that it has been informed that (a) each of J.P. Morgan Securities LLC (“J.P. Morgan”)
and Wells Fargo Securities, LLC (“Wells Fargo” and together with J.P. Morgan, in their respective capacities
as placement agents with respect to the issuance and sale of the Shares pursuant to this Subscription Agreement and the Other
Subscription Agreements, the “Placement Agents”) is each acting solely as Placement Agent in connection with
the Transactions and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary
for the undersigned, the Company or any other person or entity in connection with the Transactions, (b) the Placement Agents have
not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided
any advice or recommendation in connection with the Transactions, (c) the Placement Agents will have no responsibility with respect
to (i) any representations, warranties or agreements made by any person or entity under or in connection with the Transactions
or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability
(with respect to any person) of any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects
of, or any other matter concerning the Company or the Transactions, and (d) the Placement Agents shall have no liability or obligation
(including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses or disbursements incurred by the Subscriber, the Company or any other person or entity), whether
in contract, tort or otherwise, to the Subscriber, or to any person claiming through the Subscriber, in respect of the Transactions.


 


2.1.22 No
broker, finder, or other financial consultant has acted on behalf of or at the direction of Subscriber in connection with this
Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer, the Company
or any of their respective subsidiaries.


 


2.2 Issuer’s
Representations, Warranties, and Agreements. For purposes of this Section 2.2, the term “Issuer” shall
refer to the Issuer as of the date hereof and, for purposes of only the representations contained in Sections 2.2.5, 2.2.9,
2.2.15, 2.2.17 and 2.2.18 and to the extent such representations and warranties are made as of the Closing, the combined company
after giving effect to the Transactions. To induce Subscriber to purchase the Shares, the Issuer hereby represents and warrants
to Subscriber and agrees with Subscriber as follows:


 


2.2.1 The
Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Delaware General
Corporation Law (“DGCL”), with corporate power and authority to own, lease, and operate its properties and
conduct its business as presently conducted and to enter into, deliver, and perform its obligations under this Subscription Agreement.


 






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2.2.2 The
Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Shares will be free
and clear of any liens or other restrictions whatsoever in accordance with the terms of this Subscription Agreement and registered
with the Issuer’s transfer agent, the Shares will be validly issued, fully paid, and non-assessable, and will not have been
issued in violation of or subject to any preemptive or similar rights created under the Issuer’s amended and restated certificate
of incorporation or under the DGCL or otherwise.


 


2.2.3 This
Subscription Agreement has been duly authorized and validly executed and delivered by the Issuer and, assuming that this Subscription
Agreement has been duly authorized, executed and delivered by Subscriber, is the valid and binding obligation of the Issuer and
is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors
generally and (ii) principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness,
good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).


 


2.2.4 The
execution, delivery, and performance of this Subscription Agreement (including compliance by the Issuer with all of the provisions
hereof), issuance and sale of the Shares, and the consummation of the Transactions and certain other transactions contemplated
herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of the Issuer
or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or
other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries
is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, which would reasonably
be expected to have a Material Adverse Effect (as defined in the Merger Agreement) or a material adverse effect on the assets,
business, results of operation or financial operations of the Issuer and its subsidiaries, taken as a whole (including the combined
company after giving effect to the Transaction), or prevents, materially impairs, materially delays or materially impedes the
legal authority of the Issuer to enter into and timely perform its obligations under this Subscription Agreement or the Merger
Agreement or to consummate the Transactions or the validity or enforceability of the Shares (collectively, an “Issuer
Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of the Issuer
or any of its subsidiaries, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other
legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over the
Issuer or any of its subsidiaries or any of its and their respective properties that would reasonably be expected to have an Issuer
Material Adverse Effect.


 


2.2.5 The
Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority or self-regulatory organization in connection with
the execution, delivery and performance of this Subscription Agreement or the Transactions (including, without limitation, the
issuance of the Shares), other than (i) filings with the Securities and Exchange Commission (the “Commission”),
(ii) filings required by applicable state securities laws, (iii) any filings required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 or similar antitrust laws, (iv) filings required by Nasdaq Stock Market LLC (“Nasdaq”), including
with respect to obtaining Issuer stockholder approval, (v) consents, waivers, authorizations or filings that have been obtained
or made on or prior to the Subscription, and (vi) where the failure of which to obtain would not reasonably be expected to have
an Issuer Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions
contemplated hereby, including the issuance and sale of the Shares.


 






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2.2.6 Concurrently
with the execution and delivery of this Subscription Agreement, the Issuer is entering into the Other Subscription Agreements
providing for the sale of an aggregate of 42,500,000 Shares for an aggregate value equal to $425,000,000 (including the Shares
purchased and sold under this Subscription Agreement). There are no Other Subscription Agreements, side letter agreements or other
agreements or understandings (including written summaries of any oral understandings) with any Other Subscriber or any other investor
or potential investor with respect to the purchase of equity securities of the Issuer (other than pursuant to the Merger Agreement)
which include economic terms that are materially more advantageous to any such Other Subscriber, investor or potential investor
(as compared to Subscriber).


 


2.2.7 Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement
and each of the Other Subscription Agreements, no registration under the Securities Act is required for the offer and sale of
the Shares by the Issuer to Subscriber and the Other Subscribers pursuant to the Other Subscription Agreements.


 


2.2.8 The
Issuer is, and since its date of incorporation, has been, operating in all material respects in a manner that is customary for
businesses similar to the Issuer, and the Issuer is conducting and, since its date of incorporation, has conducted its business
in material compliance with all applicable laws.


 


2.2.9 The
Issuer is in compliance with all applicable laws, except where such non-compliance would not have a Material Adverse Effect. The
Issuer has not received any written, or to its knowledge, other communication from a governmental entity that alleges that the
Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default
or violation would not, individually or in the aggregate, have an Issuer Material Adverse Effect.


 


2.2.10 The
issued and outstanding shares of Common Stock of the Issuer are registered pursuant to Section 12(b) of the Exchange Act and are
listed for trading on the Nasdaq under the symbol “GWAC” (it being understood that the trading symbol will be changed
in connection with the Closing). There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer,
threatened against the Issuer by Nasdaq or the Commission, respectively, to prohibit or terminate the listing of the Issuer’s
Common Stock on Nasdaq or to deregister the Common Stock under the Exchange Act. The Issuer has taken no action that is designed
to terminate, or that would reasonably be expected to result in the termination of the registration of the Common Stock under
the Exchange Act.


 


2.2.11 The
Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a true, correct, and complete copy
of each form, report, statement, schedule, prospectus, proxy, registration statement, and other documents filed by the Issuer
with the Commission prior to the date of this Subscription Agreement (the “SEC Documents”). None of the SEC
Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Subscription Agreement,
as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. The Issuer has timely filed each report, statement, schedule, prospectus, and registration
statement that the Issuer was required to file with the Commission since its inception and through the date hereof. There are,
and upon Closing there shall be, no material outstanding or unresolved comments in comment letters from the Commission staff with
respect to any of the SEC Documents.


 






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2.2.12 The
Proxy Statement (as defined in the Merger Agreement), when filed or, if amended, as of the date of such amendment with respect
to those disclosures that are amended, will not include any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading.


 


2.2.13 As
of the date hereof and as of immediately prior to the Transactions, the authorized capital stock of the Issuer is 100,000,000
shares, consisting of (a) 100,000,000 shares of Common Stock, par value $0.001 per share, and (b) 1,000,000 shares of preferred
stock, par value $0.001 per share (the “Preferred Shares”). As of the date hereof: (i) no Preferred Shares
are issued and outstanding; (ii) 21,478,000 shares of Common Stock are issued and outstanding; and (iii) 8,614,000 warrants to
purchase shares of Common Stock (the “Warrants”) are outstanding. All (A) issued and outstanding shares of
Common Stock have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive
rights and (B) outstanding Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive
rights. Except as set forth above and pursuant to the Other Subscription Agreements and the Merger Agreement, there are no outstanding
options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any shares of Common Stock, or any other
equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. There
are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that
will be triggered by the issuance of the Shares or the shares to be issued pursuant to any Other Subscription Agreement, that
have not been or will not be validly waived on or prior to the Closing Date.


 


2.2.14 The
Issuer is not, and immediately after receipt of payment for the Shares will not be, an “investment company” within
the meaning of the Investment Company Act of 1940.


 


2.2.15 Neither
the Issuer nor, to the knowledge of the Issuer, any of its officers, in their capacities as such, or the Company, is the subject
of or engaged in any action before a governmental authority, arbitration or other dispute resolution process before a third party
unrelated to the dispute, whether as claimant, defendant or otherwise, and no such litigation, arbitration or dispute resolution
process is pending or threatened in writing on the date hereof, in each case, that would, individually or in the aggregate, reasonably
be expected to have an Issuer Material Adverse Effect. As of the date hereof, the Issuer is not, nor to the knowledge of the Issuer
is any of its officers, in their capacities as such, or the Company, subject to any settlement agreements or arrangements, whether
written or oral, or is in discussions for a settlement or arrangement, regarding any disputes or claims, in each case, that would,
individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect. As of the date of this Subscription
Agreement, neither the Issuer nor the Company is a party to or subject to the provisions of any outstanding or unsatisfied judgment,
order, writ, injunction, decree or award of any governmental authority (except if generally applicable without the Issuer being
named therein) that would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect.


 






    9


     


    

 


2.2.16 Other
than to the Placement Agents, no broker, finder, or other financial consultant has acted on behalf of or at the direction of the
Issuer in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability
on Subscriber.


 


2.2.17 Neither
the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares, and are not being
offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities
laws.


 


2.2.18 Except
as would not reasonably be expected to have an Issuer Material Adverse Effect, (i) the Issuer and its subsidiaries own or possess
valid and adequate rights to use any and all patents, patent applications, trademarks, service marks, trade names, trademark registrations,
service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) used in or necessary for the conduct of their respective businesses
as presently conducted and as described and as proposed to be conducted, in the SEC Documents, (ii) the conduct of their respective
businesses does not conflict in any material respect with any such rights of others, and (iii) the Issuer and its subsidiaries
have not received any written notice of any claim of infringement, misappropriation or violation of, or conflict with, any intellectual
property right of others.


 


2.2.19 Since
its date of incorporation, neither the Issuer nor, to the Issuer’s knowledge, any of its representatives, have directly
or indirectly paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or
anything of value to any national, provincial, municipal or other government official or any political party or candidate for
political office for the purpose of influencing any act or decision of such official or of any governmental authority to obtain
or retain business, or direct business to any person or to secure any other improper benefit or advantage in each case in violation
in any material respect any Anti-Corruption Laws (as defined in the Merger Agreement). The Issuer (x) has instituted policies
and procedures designed to ensure compliance with the Anti-Corruption Laws and other anti-bribery, anti-corruption and anti-money
laundering laws in each jurisdiction in which the Issuer operates and (y) has maintained such policies and procedures in force.
To the Issuer’s knowledge, no government official nor any of his or her immediate family members is an officer or director
or owns any securities of the Issuer. Since its date of incorporation, neither the Issuer nor, to the Issuer’s knowledge,
any of its representatives, has, or is presently or has agreed to become, engaged in any conduct that violates in any material
respect any applicable Anti-Corruption Laws. Since its date of incorporation, to the Issuer’s knowledge, the Issuer is not
conducting and has not conducted, directly or indirectly, any business (including, without limitation, sales, reselling, licensing
or sub-licensing arrangements, funding, making payments, procuring, insurance or otherwise providing assistance or support in
connection with operations, business or any other activity) with or for the direct or indirect benefit of or on behalf of any
Sanctioned Person (as defined in the Merger Agreement), nor otherwise violated any applicable Sanction (as defined in the Merger
Agreement) or Ex-Im Law (as defined in the Merger Agreement).


 


2.2.20 As
of the date hereof, all representations and warranties of the Company that are contained in the Merger Agreement are true and
correct in all material respects, to the knowledge of the Issuer after due inquiry.


 






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3. Settlement
Date and Delivery; Closing Conditions.


 


3.1 The
closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
consummation of the Transactions and shall occur immediately prior to and is conditional upon the subsequent occurrence of, consummation
of the Transactions. Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”)
at least four (4) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Transactions
to be satisfied or waived (the “Expected Closing Date”), Subscriber shall, no later than one (1) Business Day
prior to the Expected Closing Date, (x) have entered into that certain master services and supply agreement with the Issuer setting
forth the Subscriber’s benefit-in-kind commitment as payment for the Purchase Price for the Shares and (y) deliver to the
Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Shares to Subscriber,
including the legal name of the person in whose name the Shares are to be issued and a duly completed and executed Internal Revenue
Service Form W-9 or an appropriate duly completed and executed Internal Revenue Service Form W-8. Unless otherwise agreed by the
Company in writing, the Issuer shall deliver the Closing Notice at least four (4) Business Days prior to the date of the Special
Meeting. At the Closing, the Issuer shall deliver to Subscriber (i) the Shares in book entry form, free and clear of any liens
or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein or in
any other agreement between the Issuer and the Subscriber), in the name of Subscriber (or its nominee in accordance with its delivery
instructions) and (ii) a copy of the records of the Issuer’s transfer agent showing the Subscriber (or such nominee or custodian)
as the owner of the Shares on and as of the Closing. For purposes of this Subscription Agreement, “Business Day”
means a day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required
by law to close.


 


3.1.1 The
obligations of the Issuer to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver by
the Issuer in writing) of the conditions that, at the Closing:


 


(1) all
representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality which representations and warranties
shall be true and correct in all respects) at and as of the Closing, and consummation of the Closing shall constitute a reaffirmation
by the Subscriber of each of the representations, warranties and agreements of such party contained in this Subscription Agreement
as of the Closing; and


 


(2) Subscriber
shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement
required to be performed or complied with at or prior to the Closing, except where the failure of such performance or compliance
would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Subscriber to consummate
the Closing.


 


3.1.2 The
obligations of the Subscriber to consummate the transactions contemplated hereunder are subject to the satisfaction (or waiver
by the Subscriber in writing) of the conditions that, at the Closing:


 


(1) all
representations and warranties of the Issuer contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or an Issuer Material Adverse Effect,
which representations and warranties shall be true and correct in all respects) at and as of the Closing, and consummation of
the Closing shall constitute a reaffirmation of each of the applicable representations, warranties and agreements of the Issuer
and the combined company contained in this Subscription Agreement as of the Closing;


 






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(2) the
Issuer shall have performed or complied in all material respects with all agreements and covenants required by this Subscription
Agreement required to be performed or complied with at or prior to the Closing, except where the failure of such performance or
compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the
Issuer to consummate the Closing;


 


(3) no
suspension of the qualification of the Common Stock for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any such purposes shall have occurred, and the Shares shall have been approved for listing on Nasdaq (subject
to official notice of issuance); and


 


(4) the
Merger Agreement shall not have been amended to, and there shall have been no waiver or modification to the Merger Agreement that
would, materially and adversely affect the undersigned relative to the economic benefits that the Subscriber would reasonably
expect to receive under this Subscription Agreement without the Subscriber’s prior written consent.


 


3.1.3 The
obligations of each of the Issuer and the Subscriber to consummate the transactions contemplated hereunder are subject to the
satisfaction of the conditions that, at the Closing:


 


(1) no
governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation,
judgment, decree, executive order or award after the date hereof which is then in effect and has the effect of making the Subscription
illegal or otherwise prohibiting consummation of the Subscription;


 


(2) all
conditions precedent to the closing of the Transactions set forth in the Merger Agreement, including all necessary approvals of
the Issuer’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions
that may only be satisfied at the closing of the Transactions, but subject to the satisfaction or waiver of such conditions as
of the closing of the Transactions); and


 


(3) the
Transactions shall have been or will be consummated concurrently with the Closing.


 


4. Registration
Statement.


 


4.1 The
Issuer agrees that, Subscriber may make a written demand for a registration effected by preparing and filing a registration statement
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective (a “Registration”), for resale of the Shares
(the “Registrable Securities”), which written demand shall describe the amount and type of securities to be
included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
Following a Demand Registration, the Subscriber shall be entitled to have its Registrable Securities included in a Registration
pursuant to a Demand Registration and the Issuer shall file, as soon thereafter as practicable, but not more than thirty (30)
days immediately after the Issuer’s receipt of the Demand Registration (the “Filing Date”), the Registration
of all Registrable Securities requested by the Subscriber pursuant to such Demand Registration. Under no circumstances shall the
Company be obligated to effect more than one (1) Demand Registrations under this Agreement with respect to any or all of the Registrable
Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1
or any similar long-form registration statement that may be available at such time (“Form S-1”) has become
effective and all of the Registrable Securities requested by the Subscriber to be registered on behalf of the Subscriber in such
Form S-1 Registration have been sold. The Subscriber shall not have any right to a Demand Registration before the day that is
30 days before the expiration of the Lock-Up Period (as defined below).


 






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4.2 The
Subscriber shall have the right to withdraw from a Registration pursuant to a Demand Registration for any or no reason whatsoever
upon written notification to the Issuer and the underwriter or underwriters (if any) of its intention to withdraw from such Registration
at least three (3) business days prior to the effectiveness of the Registration Statement filed with the Commission with respect
to the Registration of the Registrable Securities pursuant to such Demand Registration (or in the case of an underwritten registration
pursuant to Rule 415, at least five (5) business days prior to the time of pricing of the applicable offering).


 


4.3 The
Issuer shall use its commercially reasonable efforts to have the registration statement with respect to the Registrable Securities
(the “Registration Statement”) declared effective as soon as practicable after the filing thereof (such date,
the “Effectiveness Date”), provided that no request to accelerate effectiveness of such Registration
Statement shall be made prior to the end of the Lock-Up Period (as defined below) and; provided, further, that
the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber
furnishing a completed and executed selling shareholders questionnaire in customary form to the Issuer that contains the information
required by Commission rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by Subscriber,
and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities,
and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are
customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and
suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted
hereunder; provided that, except pursuant to this Agreement, the Subscriber shall not in connection with the foregoing be required
to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer
the Shares. Any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement
by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement
as set forth above in this Section 4. Unless required under applicable laws and Commission rules, in no event shall the
Subscriber be identified as a statutory underwriter in the Registration Statement; provided, that if the Subscriber is required
to be so identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw
its Registrable Securities from the Registration Statement.


 


4.4 In
the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable
request, inform Subscriber as to the status of such registration. At its expense, the Issuer shall:


 


4.4.1 except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption, or compliance under state
securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable
Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the
earlier of the following: (i) Subscriber ceases to hold any Registrable Securities; (ii) the date all Registrable Securities held
by Subscriber may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions
which may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current
public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (iii) three years from the date of the
effectiveness of the Registration Statement;


 






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4.4.2 advise
Subscriber as expeditiously as reasonably possible (and not later than within three (3) Business Days)::


 


(a) when
a Registration Statement or any post-effective amendment thereto has become effective;


 


(b) after
it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for such purpose;


 


(c) of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities
included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(d) subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any
Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state
a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading.


 


Notwithstanding
anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber
with any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of
the occurrence of the events listed in (a) through (d) above may constitute material, nonpublic information regarding the Issuer;
Subscriber hereby consents to receipt of any material, non-public information with respect to the occurrence of the events listed
in (a) through (d) above;


 


4.4.3 use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement
as soon as reasonably practicable;


 


4.4.4 upon
the occurrence of any event contemplated in Section 4.2.2(d), except for such times as the Issuer is permitted hereunder
to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially
reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a
supplement to the related prospectus, or file any other required document, so that, as thereafter delivered to purchasers of the
Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading; and


 






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4.4.5 use
its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the
Issuer’s Common Stock is then listed.


 


4.5 Notwithstanding
anything to the contrary in this Subscription Agreement, if the Commission prevents the Issuer from including in the Registration
Statement any or all of the Shares due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares
by the Subscriber, the Registration Statement shall register for resale such number of Shares which is equal to the maximum number
of Shares as is permitted by the Commission. In such event, as promptly as practicable after being permitted to register additional
Shares under Rule 415 under the Securities Act, the Issuer shall use commercially reasonable efforts to amend the Registration
Statement or file a new Registration Statement to register such Shares not included in the initial Registration Statement.


 


4.6 Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of
the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend
the effectiveness thereof, if it determines that in order for the Registration Statement not to contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, (i) an amendment
thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual
report under the Exchange Act, (ii) the negotiation or consummation of a transaction by Issuer or its subsidiaries is pending
or an event has occurred, which negotiation, consummation or event Issuer’s board of directors reasonably believes would
require additional disclosure by Issuer in the Registration Statement of material information that Issuer has a bona fide
business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in
the reasonable determination of Issuer’s board of directors to cause the Registration Statement to fail to comply with applicable
disclosure requirements (each such circumstance, a “Suspension Event”); provided, however,
that the Issuer may not delay or suspend the Registration Statement on more than two (2) occasions or for more than forty-five
(45) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12) month period.
Upon receipt of any written notice from the Issuer of the happening of any Suspension Event during the period that the Registration
Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees
that (a) it will immediately discontinue offers and sales of the Shares under the Registration Statement until Subscriber receives
copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s)
or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise
notified by the Issuer that it may resume such offers and sales, and (b) it will maintain the confidentiality of any information
included in such written notice delivered by the Issuer as required by law. If so directed by the Issuer, Subscriber will deliver
to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in Subscriber’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering
the Shares shall not apply (1) to the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply
with applicable legal, regulatory, self-regulatory, or professional requirements, or (B) in accordance with a bona fide pre-existing
document retention policy, or (2) to copies stored electronically on archival servers as a result of automatic data back-up.


 


5. Lock-Up.


 


5.1 For
purposes of this Section 4:


 


5.1.1 The
term “Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls,
is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise;


 






    15


     


    

 


5.1.2 the
term “Permitted Transferees” means any Person to whom the Subscriber is permitted to transfer the Shares prior
to the expiration of the Lock-up Period pursuant to Section 4.2;


 


5.1.3 the
term “Lock-Up Period” means the period beginning on the Closing Date and ending on the date that is six (6)
months after the Closing Date;


 


5.1.4 the
term “Transfer” means the (A) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant
of any option to purchase or otherwise dispose of or agreement to dispose of or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act, and the rules and regulations promulgated thereunder, with respect to, any security, (B) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (C) public announcement of any intention
to effect any transaction specified in clause (A) or (B).


 


5.2 Notwithstanding
the restriction set forth in Section 4.3, the Subscriber or its Permitted Transferees may Transfer the Shares during the
Lock-Up Period (i) to Subscriber’s officers or directors, (ii) to any Affiliates of the Subscriber; (iii) in respect of
(i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the
beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable
organization; (iv) in respect of (i), (ii) or (iii), in the case of an individual, by virtue of laws of descent and distribution
upon death of such individual; or (v) by virtue of the laws of the State of Delaware.


 


5.3 The
Subscriber hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Shares during
the Lock-Up Period.


 


5.4 If
any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio,
and the Issuer shall refuse to recognize any such transferee of the Shares as one of its equity holders for any purpose. In order
to enforce this Section 4, the Issuer may impose stop-transfer instructions with respect to the Shares (and any permitted
transferees and assigns thereof) until the end of the Lock-Up Period.


 


(a) During
the Lock-Up Period, each certificate (if any are issued) evidencing any Shares shall be stamped or otherwise imprinted with a
legend in substantially the following form, in addition to any other applicable legends:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SUBSCRIPTION AGREEMENT, DATED
AS OF MARCH 4, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY
HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH SUBSCRIPTION AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE
HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(b) For
the avoidance of any doubt, the Subscriber shall retain all of its rights as a shareholder of the Issuer with respect to the Shares
during the Lock-Up Period, including the right to vote any Shares.


 


5.5 Pursuant
that certain registration rights agreement among the Issuer and the Subscriber, among others, to be entered into contemporaneously
with Closing, the Issuer will grant certain registration rights to the Subscriber for resale of the Shares under the Securities
Act.


 


6. Termination.
Except for the provisions of this Section 5 and Section 6, which shall survive any termination hereunder, this Subscription
Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder
shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) the
Merger Agreement is validly terminated in accordance with its terms, (ii) upon the mutual written agreement of the Company and
each of the parties hereto to terminate this Subscription Agreement and (iii) the date that is six months from the date hereof,
if the Closing has not occurred by such date;; provided, that nothing herein will relieve any party from liability for
any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity
to recover losses, liabilities, or damages arising from such breach. The Issuer shall promptly notify Subscriber of the termination
of the Merger Agreement promptly after the termination of such agreement (if applicable), and any monies paid by the Subscriber
to the Issuer in connection herewith shall promptly (and in any event within one (1) Business Day) following a termination be
returned to the Subscriber without any deduction for or on account of any tax withholding, charges or set-off, in each case, to
the extent permitted by law.


 


7. Miscellaneous.


 


7.1 Further
Assurances. The parties hereto shall execute and deliver such additional documents and take such additional actions as the parties
reasonably may deem to be practical and necessary in order, or cause to be taken, all things necessary, proper or advisable to
consummate the Subscription as contemplated by this Subscription Agreement on the terms and conditions described herein no later
than immediately prior to the Closing.


 


7.1.1 Subscriber
acknowledges that the Issuer, the Company, and others will rely on the acknowledgments, understandings, agreements, representations,
and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly
notify the Issuer and the Company if any of the acknowledgments, understandings, agreements, representations, and warranties set
forth herein are no longer accurate in all material respects.


 


7.1.2 Each
of the Issuer, Subscriber, and the Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized
to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.


 


7.1.3 The
Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Shares, and Subscriber shall promptly provide such information as may be reasonably requested to
the extent readily available and to the extent consistent with its internal policies and procedures; provided that the Issuer
expressly agrees to keep any such information provided by the Subscriber confidential, except as required by the applicable securities
laws or pursuant to proceedings of regulatory authorities.


 






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7.1.4 Subscriber
shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


7.1.5 Each
of Subscriber and the Issuer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary,
proper, or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described
therein no later than immediately prior to the consummation of the Transactions.


 


7.2 Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed, sent
by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed
to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice,
if sent by email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or
addresses as such person may hereafter designate by notice given hereunder:


 


		(a)	if
                                         to Subscriber, to such address or addresses set forth on Subscriber’s signature
                                         page hereto;



 


		(b)	if
                                         to the Issuer, to:



 


Good
Works Acquisition Corp.

4265 San Felipe


Houston,
TX 77027

Attention:   Cary Grossman

Email:           cgrossman@shorelinecapitaladvisors.com


 


with
a required copy (which copy shall not constitute notice) to:


 


Schiff
Hardin LLP


901
K Street NW Suite 700


Washington,
DC 20001

Attention:   Ralph De Martino

Email:           rdemartino@schiffhardin.com


 


		(c)	if
                                         to the Company, to:



 


Cipher
Mining Technologies Inc.

222 Purchase Street, #290

Rye, NY 10580

United States of America


Attn:   Tyler
Page

E-mail:  Tyler.page@ciphermining.com


 


with
a copy (which shall not constitute notice) to:


 


Latham
& Watkins (London) LLP


99
Bishopsgate


London
EC2M 3XF


United
Kingdom


 


		Attn:	J.
                                         David Stewart



Ryan
Maierson


		E-mail:	j.david.stewart@lw.com

                                         ryan.maierson@lw.com



 






    17


     


    

 


7.3 Entire
Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations, and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including
any commitment letter entered into relating to the subject matter hereof.


 


7.4 Modifications;
Amendments; Waivers. This Subscription Agreement may not be amended, modified, supplemented, or waived (i) except by an instrument
in writing, signed by the party against whom enforcement of such amendment, modification, supplement, or waiver is sought and
(ii) without the prior written consent of the Company. No failure or delay of either party in exercising any right or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereto
or the exercise of any other right or power.


 


7.5 Assignment.
Neither this Subscription Agreement nor any rights, interests, or obligations that may accrue to the parties hereunder (including
Subscriber’s rights to purchase the Shares) may be transferred or assigned without the prior written consent of each of
the Company and the other party hereto (other than the Shares acquired hereunder and then only in accordance with this Subscription
Agreement).


 


7.6 Benefit.


 


7.6.1 Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants, and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives, and permitted assigns. The parties hereto agree that each of the Company and
its subsidiaries are express third-party beneficiaries (the “Beneficiaries”) of this Subscription Agreement.
Each of the parties hereto acknowledge and agree that (i) each of the Beneficiaries shall be entitled to seek and obtain equitable
relief, without proof of actual damages, including an injunction or injunctions or order for specific performance to prevent breaches
of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement to cause the
Issuer to cause, or directly cause, Subscriber to pay the Purchase Price and cause the Closing to occur substantially concurrently
with the Transactions, and (ii) without in any way limiting the foregoing, the Company is an express-third party beneficiary of
Sections 3 (Closing), 5, (Termination), 6.1 (Further Assurances), 6.4 (Modifications
and Amendments), 6.5 (Assignment), 6.11 (Remedies) and 7.2 (Cleansing Statement; Disclosure
) and shall be entitled to seek and obtain equitable relief, without proof of actual damages, including an injunction or injunctions
or order for specific performance to prevent breaches of its rights referenced therein. Each party hereto further agrees that
each of the Beneficiaries is an express third-party beneficiary of this Section 6.6 and that none of the parties hereto
or any of the Beneficiaries shall be required to obtain, furnish, or post any bond or similar instrument in connection with or
as a condition to obtaining any remedy referred to in this Section 6.6.1, and each party hereto irrevocably waives any
right it may have to require the obtaining, furnishing, or posting of any such bond of similar instrument.


 






    18


     


    

 


7.6.2 Each
of the Issuer and Subscriber acknowledges and agrees that (i) this Subscription Agreement is being entered into in order to induce
each of the parties to the Merger Agreement to execute and deliver the Merger Agreement and without the representations, warranties,
covenants, and agreements of the Issuer and Subscriber hereunder, the Company would not enter into the Merger Agreement, and (ii)
each representation, warranty, covenant, and agreement of the Issuer and Subscriber hereunder is being made also for the benefit
of the Company and the Beneficiaries.


 


7.6.3 Each
of the Issuer and Subscriber further acknowledge and agree that the Placement Agents are third-party beneficiaries of the representations
and warranties of the Issuer and Subscriber contained in this Subscription Agreement.


 


7.7 Governing
Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this
Subscription Agreement (whether based on law, in equity, in contract, in tort, or any other theory) or the negotiation, execution,
performance, or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the internal
laws of the State of Delaware, including its statute of limitations, without giving effect to principles or rules of conflicts
of law thereof to the extent they would require or permit the application of laws or statute of limitations of another jurisdiction.


 


7.8 Consent
to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of
the Court of Chancery of the State of Delaware; provided, that if subject matter jurisdiction over the matter that is the
subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the
U.S. District Court for the District of Delaware (together with the Court of Chancery of the State of Delaware, the “Chosen
Courts”), in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereby
waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction
of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts,
(iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient
forum, or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding
in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service
guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant
to Section 6.2, and waives and covenants not to assert or plead any objection which they might otherwise have to such manner
of service of process. Notwithstanding the foregoing in this Section 6.8, a party may commence any action, claim, cause
of action, or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by
the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT
TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER
NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS
PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION
AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING
IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 






    19


     


    

 


7.9 Severability.
If any provision of this Subscription Agreement shall be invalid, illegal, or unenforceable, the validity, legality, or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


7.10 No
Waiver of Rights, Powers, and Remedies. No failure or delay by a party hereto in exercising any right, power, or remedy under
this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right,
power, or remedy of such party. No single or partial exercise of any right, power, or remedy under this Subscription Agreement
by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power, or remedy, shall preclude
such party from any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The election
of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No
notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such
notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights
of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 


7.11 Remedies.


 


7.11.1 The
parties agree that the Issuer and the Beneficiaries would suffer irreparable damage if this Subscription Agreement was not performed
or the Closing is not consummated in accordance with its specific terms or was otherwise breached and that money damages or other
legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that the Issuer and each of the Beneficiaries
shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened
breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in
an appropriate court of competent jurisdiction as set forth in Section 6.8, this being in addition to any other remedy
to which any party is entitled at law or in equity, including money damages. The right to specific enforcement shall include the
right of the Issuer and each of the Beneficiaries to cause the parties hereto to cause the transactions contemplated hereby to
be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement (including,
for the avoidance of doubt, the right to directly enforce each of the covenants and agreements of Subscriber under this Subscription
Agreement). The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection
with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section 6.11
is unenforceable, invalid, contrary to applicable law, or inequitable for any reason, and (iii) to waive any defenses in any action
for specific performance, including the defense that a remedy at law would be adequate. In connection with any Action for which
any of the Beneficiaries is being granted an award of money damages, each of the Issuer and Subscriber agrees that such damages,
to the extent payable by such party, shall include, without limitation, damages related to the cash consideration that is or was
to be paid to the Company and any Pre-Closing Holder under the Merger Agreement and/or in connection with this Subscription Agreement
and such damages are not limited to an award of out-of-pocket fees and expenses related to the Merger Agreement and/or this Subscription
Agreement.


 


7.11.2 The
parties acknowledge and agree that this Section 6.11 is an integral part of the transactions contemplated hereby and without
that right, the parties hereto would not have entered into this Subscription Agreement.


 






    20


     


    

 


7.11.3 In
any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument, or certificate
contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the prevailing
party, if any, the reasonable and documented out-of-pocket costs and attorneys’ fees reasonably incurred by the prevailing
party in connection with the dispute and the enforcement of its rights under this Subscription Agreement or any other agreement,
document, instrument, or certificate contemplated hereby, and, if the adjudicating body determines a party to be the prevailing
party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the adjudicating
body may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the
prevailing party in connection with the adjudication and the enforcement of its rights under this Subscription Agreement or any
other agreement, document, instrument, or certificate contemplated hereby or thereby.


 


7.12 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription Agreement
shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation
of the Transactions, all representations, warranties, covenants, and agreements of the parties hereunder shall survive the consummation
of the Transactions and remain in full force and effect.


 


7.13 Headings
and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of
reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


7.14 Counterparts.
This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission, email, or any other form of electronic delivery, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page
were an original thereof.


 


7.15 Construction.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to
include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement
as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation,
warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation,
warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant
relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
All references in this Subscription Agreement to numbers of shares, per share amounts, and purchase prices shall be appropriately
adjusted to reflect any stock split, stock dividend, stock combination, recapitalization, or the like occurring after the date
hereof.


 


7.16 Mutual
Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject
to the mutual consultation, negotiation, and agreement of the parties and shall not be construed for or against any party hereto.


 






    21


     


    

 


8. Cleansing
Statement; Disclosure.


 


8.1 The
Issuer shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription
Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements
and the Transactions and any other material, nonpublic information that the Issuer, the Company, any of their respective subsidiaries
or any of their respective officers, directors, employees, affiliates or agents has provided to the Subscriber at any time. prior
to the filing of such Disclosure Document. As of immediately following the filing of the Disclosure Document, to the knowledge
of the Issuer, the Subscriber shall not be in possession of any material, non-public information received from the Issuer, the
Company, any of their respective subsidiaries or any of their respective officers, directors, employees, affiliates or agents
that is not disclosed in the Disclosure Document or in prior filings with the Commission. In addition, effective upon the filing
of the Disclosure Document, the Issuer acknowledges and agrees that any and all confidentiality obligations under any agreement,
whether written or oral, between the Issuer or any of its agents, on the one hand, and the Subscriber or any of its affiliates,
on the other hand, shall terminate and be of no further force or effect.


 


8.2 Subscriber
hereby consents to the publication and disclosure in (i) the Form 8-K filed by the Issuer with the Commission in connection with
the execution and delivery of the Merger Agreement, the Proxy Statement, or any other filing with the Commission pursuant to applicable
securities laws, in each case, as and (ii) to the extent required by the federal securities laws or, exchange rules, the Commission
or any other securities authorities, and (iii) any other filings, documents or communications provided by the Issuer or the Company
to any governmental authority or to securityholders of the Issuer, in each case, as and to the extent required by applicable law
or the Commission or any other governmental authority, of Subscriber’s name and identity and the nature of Subscriber’s
commitments, arrangements, and understandings under and relating to this Subscription Agreement and, if deemed required or appropriate
by the Issuer and/or the Company, a copy of this Subscription Agreement. Subscriber will promptly provide any information reasonably
requested by the Issuer and/ or the Company for any regulatory application or filing made or approval sought in connection with
the Transactions (including filings with the Commission). Notwithstanding anything in this Subscription Agreement to the contrary,
the Issuer shall not (and shall cause the Company not to), without the prior written consent of the Subscriber, publicly disclose
the name of the Subscriber or any of its affiliates or advisers, or include the name of the Subscriber or any of its affiliates
or advisers, in any press release or marketing materials.


 


9. Trust
Account Waiver. Subscriber acknowledges that the Issuer has established a trust account containing the proceeds of its initial
public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust
Account”). Subscriber agrees that (i) it has no right, title, interest, or claim of any kind in or to any monies held
in the Trust Account, and (ii) it shall have no right of set-off or any right, title, interest, or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably
waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided,
however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim
to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired
by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities
of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue
such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the
Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically
relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands
such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription
Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account
or distributions therefrom or any of the Issuer’s stockholders, whether in the form of monetary damages or injunctive relief,
Subscriber shall be obligated to pay to the Issuer all of its legal fees and costs in connection with any such action in the event
that the Issuer prevails in such action or proceeding.


 






    22


     


    

 


10. Rule
144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the Commission that may allow Subscriber to sell securities of the Issuer to the public without registration
are available to holders of the Issuer’s common stock and for so long as the Subscriber holds Shares, the Issuer agrees
to use commercially reasonable efforts to:


 


10.1 make
and keep public information available, as those terms are understood and defined in Rule 144;


 


10.2 file
with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the
Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and


 


10.3 furnish
to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has
complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information
as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.


 


If
in the opinion of counsel to the Issuer, it is then permissible to remove the restrictive legend from the Shares pursuant to Rule
144 under the Securities Act, then at Subscriber’s request, the Issuer will request its transfer agent to remove the legend
set forth in Section 2.1.6. In connection therewith, if reasonably required by the Issuer’s transfer agent, the Issuer
will, at Subscriber’s sole expense, reasonably promptly cause an opinion of counsel to be delivered to and maintained with
its transfer agent, together with any other authorizations, certificates, and directions required by the transfer agent from the
Issuer or Subscriber that authorize and direct the transfer agent remove the restrictive legend from such Shares; provided,
that, notwithstanding the foregoing, the Issuer will not be required to deliver any such opinion, authorization, certificate,
or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of securities in violation
of applicable law.


 


[Signature
Pages Follow]


 




    23


     


    

 


IN
WITNESS WHEREOF, each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its
duly authorized representative as of the date set forth below.


 


	 	GOOD
    WORKS ACQUISITION CORP.
	 	 
	 	By:	   
	 	Name:   	                   
	 	Title:	 


 


[Signature
Page to Subscription Agreement]


 




    24


     


    

 


Accepted
and agreed this 4th day of March, 2021.


 


	SUBSCRIBER:	 	 
	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	By:	               	 	By:	 
	Name:  	Oleg Blinkov                             	 	Name:  	                                     
	Title:	Managing Director 	 	Title:	 
	 	 	 
	Date: March 4, 2021	 	 
	 	 	 
	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	BITFURY TOP HOLDCO B.V. 	 	 
	(Please print. Please indicate name and capacity of person signing above.)	 	(Please print. Please indicate name and capacity of person signing above.)
	 	 	 
	 	 	 
	Name in which securities are to be registered (if different from the name of
    Subscriber listed directly above.)	 	 
	 	 	 
	Email Address:	 	 
	Oleg.blinkov@bitfury.com	 	 
	 	 	 
	If there are joint investors, please check one:	 	 
	 	 	 
	☐ Joint
    Tenants with Rights of Survivorship	 	 
	☐ Tenants-in-Common	 	 
	☐ Community
    Property	 	 
	 	 	 
	 	 	 
	Subscriber’s EIN: _________________________	 	Joint Subscriber’s EIN:_____________________________
	Business Address-Street:	 	Mailing Address-Street (if different):
	Strawinskylaan 3051	 	 
	 	 	 
	1077ZX Amsterdam, The Netherlands	 	 
	 	 	 
	City, State, Zip	 	City, State, Zip
	 	 	 
	Attn:  Oleg Blinkov 	 	Attn: ___________________________________
	Telephone No.: ________________________________	 	Telephone No.: __________________________________
	Facsimile No.: _________________________________	 	Facsimile No.: __________________________________
	 	 	 
	Aggregate Number of Shares subscribed for:	 	 
	 	 	 
	Five million (5,000,000)	 	 
	 	 	 
	Aggregate Purchase Price:	 	 
	 	 	 
	$50,000,000.00	 	 



 


[Signature
Page to Subscription Agreement]


 




    25


     


    

 


SCHEDULE
I


 



ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


		A.	QUALIFIED
                                         INSTITUTIONAL BUYER STATUS

                                         (Please check the applicable subparagraphs):



 


		1.	☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the
                                         Securities Act of 1933, as amended (the “Securities Act”) (a “QIB”))
                                         and have marked and initialed the appropriate box on the following pages indicating the
                                         provision under which we qualify as a QIB.



 


		2.	☐ We
are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a
QIB.



 


***
OR ***


 


		B.	ACCREDITED
                                         INVESTOR STATUS



(Please
check the applicable subparagraphs):


 


		1.	☐ We
are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all
of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked and
initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”



 


		2.	☐ We are not a natural person.



 


***
AND ***


 


		C.	AFFILIATE
                                         STATUS

                                         (Please check the applicable box)



 


SUBSCRIBER:


 


		☐	is:



 


		☐	is
                                         not:



 


an
“affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of
the Issuer.


 


This
page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.


 




    26


     


    

 


The
Subscriber is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is
an entity that meets any one of the following categories at the time of the sale of securities to the Subscriber (Please check
the applicable subparagraphs):


 


☐
 The Subscriber is an entity that, acting for its own account or the accounts of other
qualified institutional buyers, in the aggregate owns and invests on a discretionary basis at least $100 million in securities
of issuers that are not affiliated with the Subscriber and:


 


		☐	is an insurance company as defined in section 2(a)(13)
of the Securities Act;



 


		☐	is
an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
or any business development company as defined in section 2(a)(48) of the Investment Company Act;



 


		☐	is
a Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958, as amended (“Small Business Investment Act”);



 


		☐	is
a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees;



 


		☐	is
an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);



 


		☐	is
a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained
by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit
of its employees, of (b) employee benefit plan within the meaning of Title I of the ERISA, except, in each case, trust funds that
include as participants individual retirement accounts or H.R. 10 plans;



 


		☐	is
a business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment
Advisers Act”);



 


		☐	is
an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue
Code”), corporation (other than a bank as defined in section 3(a)(2) of the Act, a savings and loan association or other
institution referenced in section 3(a)(5)(A) of the Act, or a foreign bank or savings and loan association or equivalent institution),
partnership, or Massachusetts or similar business trust; or



 


		☐	is
an investment adviser registered under the Investment Advisers Act;



 


☐ The
Subscriber is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns
and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the Subscriber;


 


☐ The
Subscriber is a dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf
of a qualified institutional buyer;


 


☐ The
Subscriber is an investment company registered under the Investment Company Act, acting for its own account or for the accounts
of other qualified institutional buyers, that is part of a family of investment companies1 which own in the aggregate
at least $100 million in securities of issuers, other than issuers that are affiliated with Subscriber or are part of such family
of investment companies;


 


☐ The
Subscriber is an entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the
accounts of other qualified institutional buyers; or


  


☐ The
Subscriber is a bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution
as defined in section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution,
acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on
a discretionary basis at least $100 million in securities of issuers that are not affiliated with the Subscriber and that has
an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more
than 16 months preceding the date of sale of securities in the case of a US bank or savings and loan association, and not more
than 18 months preceding the date of sale of securities for a foreign bank or savings and loan association or equivalent institution.


 





 



 



1
“Family of investment companies” means any two or more investment companies registered under the Investment
Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies,
that have the same investment adviser (or, in the case of unit investment trusts, the same depositor); provided that, (a) each
series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment
company and (b) investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors)
are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned
subsidiary of the other investment company’s adviser (or depositor)


 






    27


     


    

 


Rule 501(a) of Regulation D under the Securities Act, in relevant part, states that an “accredited investor” shall
mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of
the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and
initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly
qualifies as an “accredited investor.”


 


		☐	Any
                                         bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association
                                         or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting
                                         in its individual or fiduciary capacity;



 


		☐	Any
                                         broker or dealer registered pursuant to section 15 of the Exchange Act;



 


		☐	Any
                                         investment adviser registered pursuant to section 203 of the Investment Advisers Act
                                         of 1940 or registered pursuant to the laws of a state;



 


		☐	Any
                                         investment adviser relying on the exemption from registering with the Commission under
                                         section 203(l) or (m) of the Investment Advisers Act of 1940;



 


		☐	Any
                                         insurance company as defined in section 2(a)(13) of the Securities Act;



 


		☐	Any
                                         investment company registered under the Investment Company Act or a business development
                                         company as defined in section 2(a)(48) of the Investment Company Act;



 


		☐	Any
Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small
Business Investment Act;



 


		☐	Any
Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;



 


		☐	Any
                                         plan established and maintained by a state, its political subdivisions, or any agency
                                         or instrumentality of a state or its political subdivisions, for the benefit of its employees,
                                         if such plan has total assets in excess of $5,000,000;



 


		☐	Any
                                         employee benefit plan within the meaning of ERISA,
                                         if (i) the investment decision is made by a plan fiduciary, as defined in section
                                         3(21) of ERISA, which is either a bank, a savings and loan association, an insurance
                                         company, or a registered investment adviser, (ii) the employee benefit plan has
                                         total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan,
                                         with investment decisions made solely by persons that are “accredited investors”;



 


		☐	Any
                                         private business development company as defined in section 202(a)(22) of the Investment
                                         Advisers Act;



 


		☐	Any
                                         (i) corporation, limited liability company or partnership, (ii) Massachusetts
                                         or similar business trust, partnership, or limited liability company, or (iii) organization
                                         described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not
                                         formed for the specific purpose of acquiring the securities offered, and with total assets
                                         in excess of $5,000,000;



 


		☐	Any
                                         trust, with total assets in excess of $5,000,000, not formed for the specific purpose
                                         of acquiring the securities offered, whose purchase is directed by a sophisticated person
                                         as described in Section 230.506(b)(2)(ii) of Regulation D;



 


		☐	Any
entity in which all of the equity owners are institutional “accredited investors.”



 


		☐	Any
                                         entity, of a type not listed in paragraphs a(1), a(2), a(3), a(7), or (a)(8) of Rule
                                         501(a) of Regulation D under the Securities Act, not formed for the specific purpose
                                         of acquiring the securities offered, owning investments in excess of $5,000,000; or



 


		☐	Any
“family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under
management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and
(iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters
that such family office is capable of evaluating the merits and risks of the prospective investment.



 


		☐	Any
natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1 million.



 


		☐	Any
natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that
person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income
level in the current year.



 


		☐	Any
entity in which all of the equity owners are accredited investors as determined under any of the two immediately preceding sections
above.



 


 


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