Exhibit 10.1


 


Good Works II Acquisition Corp.


4265 San Felipe, Suite 603


Houston, TX 77027


 


December 22, 2022


 


Shoreline Capital Advisors, Inc. 


1536 Whispering Pines Drive


Houston, TX 77055


 


Re: Administrative
Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Good Works II
Acquisition Corp. (the “Company”) and Shoreline Capital Advisors (the “Consultant”), dated as of the date hereof,
amends and restates the letter agreement between the parties hereto, dated as of July 9, 2021. This letter agreement confirms 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 (i) the consummation by the Company of an initial business combination, or (ii)
the Company’s liquidation, (in each case as described in the Registration Statement) (such earlier date hereinafter referred to
as the “Termination Date”):


 


(i) The Consultant shall make available, or cause to
be made available, to the Company, at 1536 Whispering Pines Drive, Houston, TX 77055 (or any successor location of Consultant), 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 the Consultant the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date; and


 


(ii) The Consultant 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 Delaware, without giving effect to its choice of
law principles.


 


	 	Very truly yours,
	 	 
	 	GOOD WORKS II ACQUISITION CORP.
	 	 	 
	 	By:	/s/
Cary Grossman
	 	 	Name: 	Cary Grossman
	 	 	Title: 	Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


SHORELINE CAPITAL ADVISORS


 


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


 


[Signature Page to Administrative Services Agreement]