TLG ACQUISITION FOUNDER LLC

Exhibit 10.22

TLG ACQUISITION FOUNDER LLC

September 21, 2023

Electriq Power Holdings, Inc.

000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 0000

West Palm Beach, FL 33401

Attention: Xxx Xxx Xxxx

Xxxxx:

As you know, Amendment No. 1 to the Sponsor Agreement which was signed in June 2023 (the “Amendment”) was intended to memorialize our agreement relating to, among other things, the conversion of Company operating expenses funded by us, the Company Sponsor, through the closing of the business combination between Electriq Power Holdings, Inc. F/K/A TLG Acquisition One Corp., Eagle Merger Corp., and Electriq Power, Inc., as reflected in the agreed term sheet that was approved by our respective Boards of Directors. Although the conversion, and related disclosure, made at closing was based on the full amount of the operating expenses, it appears that the language of the Amendment only provided for the conversion of amounts borrowed by the Company from the Sponsor under the Second Amended and Restated Promissory Note (the “Parent Borrowings”) and not the full amount of the Company operating expenses funded by us.

This letter serves as an acknowledgement by the Company and Sponsor that the full amount of the Company’s operating expenses funded by Sponsor through the closing, which amount totaled $[9.1] million as of the closing (the “Closing Operating Expenses”) and not solely the Parent Borrowings, was intended to be, and was, converted into 756,635 shares of Company common stock, 378,318 shares of Company preferred stock and 1,000,000 warrants at closing (collectively, the “Company Securities”), as disclosed in the Company’s current report on Form 8-K filed on August 4, 2023.

Upon execution of this letter, the Sponsor Agreement will be deemed to be amended to correctly reflect the agreement of the parties to convert the Closing Operating Expenses (and not solely the Parent Borrowings) into the Company Securities at closing.

[The remainder of this page intentionally left blank.]

Please sign below confirming that letter reflects our understanding as set forth herein.

Very truly yours,
TLG ACQUISITION FOUNDER LLC
By:			/s/ Xxxx Xxxxxx
			Name: Xxxx Xxxxxx
			Title: Chairman

ACKNOWLEDGED ON

THE DATE FIRST WRITTEN ABOVE:

ELECTRIQ POWER HOLDINGS, INC.
By:			/s/ Xxxxx Xxxxxxxx
			Name: Xxxxx Xxxxxxxx
			Title: Chief Executive Officer