Exhibit
10.9


 


STOCK
ESCROW AGREEMENT


 


STOCK
ESCROW AGREEMENT, dated as of _____, 2020 (“Agreement”), by and among Good Works Acquisition Corp., a Delaware corporation
(“Company”), the stockholders of the Company listed on Exhibit A hereto (collectively the “Initial
Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).


 


WHEREAS,
the Company was formed for the purpose of completing a merger, stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination (a “Business Combination”) with one or more businesses
or entities.


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated _____, 2020 (“Underwriting Agreement”), with
I-Bankers Securities, Inc. (the “Representative”) acting as representative of the several underwriters (collectively,
the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 17,250,000
units (“Units”) of the Company, which includes 2,250,000 Units if the Underwriters exercise the over-allotment
option in full. Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (“Common
Stock”), and one-half of one Warrant, each whole warrant to purchase one share of Common Stock, all as more fully described
in the Company’s final Prospectus, dated _____, 2020 (“Prospectus”) comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-248333) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on _____, 2020 (“Effective Date”).


 


WHEREAS,
the Initial Shareholders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company,
as set forth opposite their respective names in Exhibit A attached hereto, in escrow as hereinafter provided.


 


WHEREAS,
the Company and the Initial Shareholders desire that the Escrow Agent accept the shares of Common Stock, in escrow, to be held
and disbursed as hereinafter provided.


 


IT
IS AGREED:


 


1.
Appointment of Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance
with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance
with and subject to such terms.


 


2.
Deposit of Shares. On or before the Effective Date, each Initial Shareholder shall have delivered to the Escrow Agent such
Initial Shareholder’s shares of Common Stock, to be held and disbursed subject to the terms and conditions of this Agreement.
Each Initial Shareholder acknowledges that the shares deposited in escrow will be legended to reflect the deposit of such shares
under this Agreement.


 


3.
Disbursement of the Escrow Shares.


 


3.1
If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in
full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow
Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by the Sponsor determined
by multiplying (a) 562,500, by (b) a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock
included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of
which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment
option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof.


 






     


     


    

 


3.2
Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant
to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier
of (x) one year after the date of the consummation of the Company’s initial Business Combination, (y) the date following
the completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger, stock
exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common
stock for cash, securities or other property, and (z) the date on which the last sale price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days
within any 30-trading day period commencing 150 days after the consummation of the Company’s initial Business Combination
(such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). The Company shall
promptly provide notice of the consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow
Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares to such Initial Shareholder;
provided, however, that if, within the Escrow Period, the Company (or the surviving entity) subsequently consummates a liquidation,
merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to
exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice
executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably
acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved,
as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder
after the disbursement of the Escrow Shares in accordance with this Section 3.2.


 


3.3
If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated, then the Escrow
Agent shall deliver the certificates representing the Escrow Shares to the Initial Shareholders promptly after the public stockholders
are paid the liquidating distributions and shall have no further duties hereunder.


 


4.
Rights of Initial Shareholders in Escrow Shares.


 


4.1
Voting Rights as a Stockholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except
as herein provided, the Initial Shareholders shall retain all of their rights as stockholders of the Company as long as any shares
are held in escrow pursuant to this Agreement, including, without limitation, the right to vote such shares.


 


4.2
Dividends and Other Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant
to this Agreement, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Initial Shareholders ,
but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow
Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include
the Non-Cash Dividends distributed thereon, if any.


  


4.3
Restrictions on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to the
Initial Shareholders and the Company’s officers, directors, employees, consultants or their affiliates, (ii) to an Initial
Shareholder’s stockholders, partners or members upon the Initial Shareholder’s liquidation, (iii) by bona fide gift
to a member of the Initial Shareholder’s immediate family or to a trust, the beneficiary of which is the Initial Shareholder
or a member of the Initial Shareholder’s immediate family for estate planning purposes, (iv) by virtue of the laws of descent
and distribution upon death of the Initial Shareholder, (v) pursuant to a qualified domestic relations order binding on the Initial
Shareholder, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination or
(vii) by private sales of the Escrow Shares made at or prior to the consummation of a Business Combination at prices no greater
than the price at which the Escrow Shares were originally purchased; provided, however, that except for clause (vi) or with the
Company’s prior written consent, such permitted transfers may be implemented only upon the respective transferee’s
written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Initial Shareholder
transferring the shares.


 






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4.4
Insider Letters. Each of the Initial Shareholders has executed a letter agreement with the Company and the Representative,
dated as of the date hereto, the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”),
respecting the rights and obligations of such Initial Shareholder in certain events, including, but not limited to, the liquidation
of the Company.


 


5.
Concerning the Escrow Agent.


 


5.1
Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the
exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the Escrow Agent in good faith to be genuine and
to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any
waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent
signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given
its prior written consent thereto.


 


5.2
Indemnification. Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company from
and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection
with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates
to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses
or losses arising from the gross negligence, fraud or willful misconduct of the Escrow Agent. Promptly after the receipt by the
Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify
the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may
commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares
or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt
of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what
circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event
the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


  


5.3
Compensation. Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Company
for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable
expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’
and agents’ fees and disbursements and all taxes or other governmental charges.


 


5.4
Further Assurances. From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver
or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further
acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement,
to evidence compliance herewith or to assure itself that it is protected in acting hereunder.


 


5.5
Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its
giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation
shall become effective at such time that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent appointed
by the Company and approved by the Representative, which approval will not be unreasonably withheld, conditioned or delayed. If
no new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent
may deposit the Escrow Shares with any court it reasonably deems appropriate in the State of New York.


 


5.6
Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if
so requested in writing at any time by all of the other parties hereto; provided, however, that such resignation shall become
effective only upon the appointment of a successor escrow agent selected by the Company and approved by the Representative, which
approval will not be unreasonably withheld, conditioned or delayed.


 






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5.7
Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder
for its own gross negligence, fraud or willful misconduct.


 


5.8
Waiver. The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


  


6.
Miscellaneous.


 


6.1
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the
City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim
in any way relating to this Agreement, each party waives the right to trial by jury.


 


6.2
Third Party Beneficiaries. Each of the parties to this Agreement hereby acknowledges that the Representative is a third
party beneficiary of this Agreement.


 


6.3
Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter
hereof and, except as expressly provided herein, may only be changed, amended, or modified by a writing signed by each of the
parties hereto.


 


6.4
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation thereof.


 


6.5
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their
legal representatives, successors and assigns.


 


6.6
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement
shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery, by email or by facsimile transmission:


 


If
to the Company, to:


 


Good
Works Acquisition Corp.


4265
San Felipe, Suite 603


Houston,
TX 77-27


Attn:
Cary Grossman


Telephone
No: (713) 468-2717


Email:


 


If
to a Initial Shareholder, to his/her/its address set forth in Exhibit A.


 


and
if to the Escrow Agent, to:


 


Continental
Stock Transfer & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Chairman


Fax
No.:


Email: 


 






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A
copy of any notice sent hereunder shall be sent to:


 


Schiff
Hardin LLP


901
K Street NW, Suite 700


Washington,
DC 20001


Attn:
Ralph V. De Martino


Fax
No.: (202) 778-6460


Email:
RDeMartino@schiffhardin.com


 


with
a copy to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attn:
Barry Grossman, Esq.


Fax
No: (212) 370-7889


Email:
BIGrossman@egsllp.com


 


The
parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


6.7
Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution
of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the
Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.


 


6.8
Counterparts. This Agreement may be executed in several counterparts, each one of which shall constitute an original and
may be delivered by facsimile transmission and together shall constitute one instrument.


 


[Signature
Page Follows]


 






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WITNESS
the execution of this Agreement as of the date first above written.


 


	 	GOOD
WORKS ACQUISITION CORP.

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY
	 	
	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	I-BANKERS
SECURITIES LLC

	 	 	 
	 	By:
    	
	 	 	Name:
	 	 	Title: 

	 	 	 
	 	INITIAL
        SHAREHOLDERS:

         

        I-B
        GOOD WORKS, LLC

	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:

	 	 	 
	 	GW
    SPONSOR 2, LLC
	 	 	 
	 	By:	                    
	 	 	Name:
	 	 	Title:
	 	 	 
	 	FRED
ZEIDMAN

	 	 	 
	 	By:	 
	 	 

        Douglas
        Wurth

	 	 	 
	 	By:	



 


[Signature Page to the Escrow Agreement]


 



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	 	Cary
Grossman

	 	 	 
	 	By:	               
	 	 	 
	 	DAVID
PAUKER

	 	 	 
	 	By:	 
	 	 

        John
        J. Lendrum

	 	 	 
	 	By:	 
	 	 

        Tahira
        Rehmatullah

	 	 	 
	 	By:	 


 






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EXHIBIT
A


 


	Name and Address of Initial Shareholders	 	Number of
 Shares	 
	 	 	 	 
	I-B Good Works, LLC	 	 	945,000	 
	 	 	 	 	 
	GW Sponsor 2, LLC	 	 	562,500	 
	 	 	 	 	 
	Fred Zeidman	 	 	450,000	 
	 	 	 	 	 
	Douglas Wurth	 	 	375,000	 
	 	 	 	 	 
	Cary Grossman	 	 	225,000	 
	 	 	 	 	 
	David Pauker	 	 	300,000	 
	 	 	 	 	 
	John J. Lendrum	 	 	50,000	 
	 	 	 	 	 
	Tahira Rehmatullah	 	 	50,000	 



 


 


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