Exhibit 10.4


 


Good Works Acquisition Corp.


4265 San Felipe


Houston, TX 77027


 


October 19, 2020


 


Shoreline Capital Advisors, Inc.


1536 Whispering Pines Drive


Houston, Texas 77055


 


Re: Administrative
Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Good
Works Acquisition Corp. (the “Company”) and Shoreline Capital
Advisors, Inc. (“Shoreline”), dated as of the date hereof, will confirm our agreement that, commencing on the
date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to
a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the
Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to
as the “Termination Date”):


 


(i) Shoreline shall make available, or cause
to be made available, to the Company, at 1536 Whispering Pines Drive (or any successor location of Shoreline), certain office space,
utilities and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company
shall pay to Shoreline the sum of $5,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date; and


 


(ii) Shoreline hereby irrevocably waives
any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement
(each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account
established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s
initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this letter agreement,
and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect
the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 


This letter agreement constitutes the entire
relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or
equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of law principles.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	GOOD WORKS ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Fred Zeidman
	 	 	Name:	Fred Zeidman
	 	 	Title:	CEO


 


AGREED TO AND ACCEPTED BY:


 


SHORELINE CAPITAL ADVISORS, INC.


 


	By:	/s/ Cary Grossman	 
	 	Name: Cary Grossman	 
	 	Title:   President 	 


 


[Signature Page to Administrative Services
Agreement]