REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2021 • TLG Acquisition One Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TLG Acquisition One Corp., a Delaware corporation (the “Company”), TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”), RBC Capital Markets, LLC, a Minnesota limited liability company (the "Representative"), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between TLG ACQUISITION ONE CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 1st, 2021 • TLG Acquisition One Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 27, 2021, is by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2021 • TLG Acquisition One Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 27, 2021 by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
35,000,000 Units TLG Acquisition One Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • TLG Acquisition One Corp. • Blank checks • New York
TLG Acquisition One Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 35,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not other
INDEMNITY AGREEMENTIndemnity Agreement • February 1st, 2021 • TLG Acquisition One Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 27, 2021, by and between TLG ACQUISITION ONE CORP., a Delaware corporation (the “Company”), and Jonathan Morris (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 1st, 2021 • TLG Acquisition One Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of January 27, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and TLG Acquisition Founder LLC, a Delaware limited liability company (the “Purchaser”).
Indemnification AgreementIndemnification Agreement • June 29th, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2023 by and between Electriq Power Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2021 • TLG Acquisition One Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 27, 2021, is made and entered into by and among TLG Acquisition One Corp., a Delaware corporation (the “Company”), TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”), RBC Capital Markets, LLC, a Minnesota limited liability company (the "Representative"), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 12th, 2021 • TLG Acquisition One Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TLG ACQUISITION ONE CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 23, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 12th, 2021 • TLG Acquisition One Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and RBC Capital Markets, LLC, a Minnesota limited liability company (the “Purchaser”).
TLG Acquisition One Corp. 515 North Flagler Drive, Suite 520 West Palm Beach, FL 33401 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 12th, 2021 • TLG Acquisition One Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and RBC Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on
TLG Acquisition One Corp. 515 North Flagler Drive, Suite 520 West Palm Beach, FL 33401TLG Acquisition One Corp. • January 12th, 2021 • Blank checks • New York
TLG Acquisition One Corp., a Delaware corporation (the “Company”), is pleased to accept the offer TLG Acquisition Founder LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 8,625,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, sub
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies
This SECURITIES PURCHASE AGREEMENT, dated as of June 26, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, and PHI GROUP HOLDINGS INC. (the “Investor”), whose address is 407 Rue Saint-Pierre, Montreal Quebec, H2Y 2M3. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2023 • Electriq Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 22, 2023, is by and between Electriq Power Holdings, Inc., a Delaware corporation (to be renamed “ELIQ” in connection with the Merger (as defined below), “Electriq”), and Petrina Thomson (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2023 • Electriq Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
This SECURITIES PURCHASE AGREEMENT, dated as of July 18, 2023 (this “Agreement ”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and David T. Bell and Alison J. Bell with Joint Rights of Survivorship (the “Investor”). This Agreement is being entered into in connection with the proposed business combination (the “Transaction”) between the Company and Electriq Power, Inc. (“Electriq Power”), a Delaware corporation, pursuant to a merger agreement (as amended from time to time, the “Transaction Agreement”) by and among the Company, Electriq Power and Electriq Power Merger Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), dated as of November 13, 2022, whereby, among other things, Merger Sub will merge with and into Electriq Power (the “Merger”), with Electriq Power as the surviving company in the Merger. In connection with the Transaction, the Company is seeking commitments from interested investors to purch
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies
This SECURITIES PURCHASE AGREEMENT, dated as of 6/23/2023 (this “Agreement”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Kevin & Christine Chessen Revocable Trust DTD 11/06/02 (the “Investor”), whose address is 155 Circle Ave, Mill Valley, CA 94941. This Agreement is being entered into in connection with the proposed business combination (the “Transaction”) between the Company and Electriq Power, Inc. (“Electriq Power”), a Delaware corporation, pursuant to a merger agreement (as amended from time to time, the “Transaction Agreement”) by and among the Company, Electriq Power and Electriq Power Merger Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), dated as of November 13, 2022, whereby, among other things, Merger Sub will merge with and into Electriq Power (the “Merger”), with Electriq Power as the surviving company in the Merger. In connection with the Transaction, the Company is seeking commitm
SECOND AMENDMENT TO MERGER AGREEMENTMerger Agreement • March 23rd, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies
This SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Eagle Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Electriq Power, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies
This FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and between Electriq Power, Inc., a Delaware corporation (the “Company”), and John Michael Lawrie, including his successors and assigns (the “Purchaser”). The Company and the Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”
TLG Acquisition One Corp. 515 North Flagler Drive, Suite 520 West Palm Beach, FL 33401Letter Agreement • February 1st, 2021 • TLG Acquisition One Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and RBC Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,000,000 of the Company’s units (including up to 5,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to registration statements on F
Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 31,...Registration Rights Agreement • November 14th, 2023 • Electriq Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
FIRST AMENDMENT TO LOCK-UP AGREEMENTLock-Up Agreement • March 23rd, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies
This FIRST AMENDMENT TO LOCK-UP AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Electriq Power, Inc., a Delaware corporation (the “Company”) and the undersigned Persons (each, a “Holder”). Parent, the Company and each Holder are sometimes referred to individually as a “Party” and collectively as the “Parties.”
ACTIVE 691624996v8 TERMINATION AND SECURITY AGREEMENT This TERMINATION AND SECURITY AGREEMENT (this “Agreement”) is entered into effective as of December 14, 2023 (the “Effective Date”), by and among Electriq Power Holdings, Inc., a Delaware...Active 691624996v8 Termination and Security Agreement • December 19th, 2023 • Electriq Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Execution Version FIRST AMENDMENT TO LOCK-UP AGREEMENT This FIRST AMENDMENT TO LOCK-UP AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Electriq...Lock-Up Agreement • November 14th, 2023 • Electriq Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 1st, 2021 • TLG Acquisition One Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of January 27, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and RBC Capital Markets, LLC, a Minnesota limited liability company (the “Purchaser”).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2022 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 19, 2022, by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 27, 2021, by and between the parties hereto (the “Trust Agreement”).
Execution Version STOCKHOLDERS’ AGREEMENT THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 13, 2022, is made by and among (i) TLG Acquisition One Corp. (“Parent”), (ii) TLG Acquisition Founder LLC, a Delaware limited liability...Execution Version Stockholders’ Agreement • November 14th, 2023 • Electriq Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
AMENDMENT NO. 1 TO WARRANT AGREEMENT between TLG ACQUISITION ONE CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 4th, 2023 • Electriq Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”), dated as of July 31, 2023, is by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK of ELECTRIQ POWER HOLDINGS, INC. Dated as of ___________, 2023 Void after the date specified in Section 8TLG Acquisition One Corp. • June 29th, 2023 • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS CERTIFIES THAT, for value received, ______________ or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Electriq Power Holdings, Inc., a Delaware corporation (the “Company”), shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
TLG Acquisition One Corp. 515 North Flagler Drive Suite 520 West Palm Beach, FL 33401TLG Acquisition One Corp. • January 12th, 2021 • Blank checks • New York
This letter agreement by and between TLG Acquisition One Corp. (the “Company”) and TLG Management Partners LLC (“TLG”), an affiliate of our sponsor, TLG Acquisition Founder LLC, 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
ELECTRIQ POWER, INC. NOTES CONVERSION AGREEMENTNotes Conversion Agreement • June 8th, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This Notes Conversion Agreement (this “Agreement”), dated as of June 8, 2023, is entered into by and between Electriq Power, Inc., a Delaware corporation (the “Company”), TLG Acquisition One Corp., a Delaware corporation (“Pubco”) and John Michael Lawrie, including his successors and assigns (the “Notesholder”). The Company, Pubco and the Notesholder are each sometimes referred to herein individually as a “Party” and collectively, as the “Parties.” Initially capitalized terms not otherwise defined herein shall have the meanings given to those terms in the SPA (defined hereafter).
FORM OF ELECTRIQ POWER, INC. NOTE CONVERSION AGREEMENTNote Conversion Agreement • June 8th, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This Note Conversion Agreement (this “Agreement”), dated as of June 8, 2023, is entered into by and between Electriq Power, Inc., a Delaware corporation (the “Company”) and [__] (the “Noteholder”). The Company and the Noteholder are each sometimes referred to herein individually as a “Party” and collectively, as the “Parties.” Initially capitalized terms not otherwise defined herein shall have the meanings given to those terms in the Note (defined hereafter).
TLG Acquisition One Corp. 515 North Flagler Drive Suite 520 West Palm Beach, FL 33401TLG Acquisition One Corp. • February 1st, 2021 • Blank checks • New York
This letter agreement by and between TLG Acquisition One Corp. (the “Company”) and TLG Management Partners LLC (“TLG”), an affiliate of our sponsor, TLG Acquisition Founder LLC, 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
TLG ACQUISITION FOUNDER LLCElectriq Power Holdings, Inc. • September 22nd, 2023 • Miscellaneous electrical machinery, equipment & supplies
Error! Unknown document property name. ACTIVE 691674942v11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN...Electriq Power Holdings, Inc. • December 19th, 2023 • Miscellaneous electrical machinery, equipment & supplies
