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”).
30,000,000 Units TLG Acquisition One Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 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, 30,000,000 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 4,500,000 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2021 • TLG Acquisition One Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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”).
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 TLG Acquisition Founder LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnification 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”).
WARRANT AGREEMENT between TLG ACQUISITION ONE CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 12th, 2021 • TLG Acquisition One Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 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”).
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:Underwriting 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 33401Securities Subscription Agreement • January 12th, 2021 • TLG Acquisition One Corp. • 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
TLG Acquisition One Corp. 515 North Flagler Drive, Suite 520 West Palm Beach, FL 33401 Re: Initial Public Offering Ladies and Gentlemen:Underwriting 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 33401Administrative Services Agreement • January 12th, 2021 • TLG Acquisition One Corp. • 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”):
