0001193125-23-163626 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 8th, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies

This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, and O’Shanter Development Company Ltd. (the “Investor”), whose address is 245 Carlaw Ave, Suite 107 Toronto, Ontario, M4M 2S1. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 8th, 2023 • TLG Acquisition One Corp. • Miscellaneous electrical machinery, equipment & supplies

This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and [ ] (the “Investor”), whose address is [ ]. 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 purchase in a private placement (the “Private Pl

ELECTRIQ POWER, INC. NOTES CONVERSION AGREEMENT
Notes 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 AGREEMENT
Note 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).

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