425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 13, 2022

TLG Acquisition One Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-39948	85-3310839
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

515 North Flagler Drive, Suite 520 West Palm Beach, FL	33401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 945-8340

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third redeemable warrant	TLGA.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	TLGA	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at exercise price of $11.50 per share	TLG WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

General

On November 13, 2022, TLG Acquisition One Corp. (“TLG”) and Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of TLG (“Merger Sub”), entered into a Merger Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with Electriq Power, Inc., a Delaware corporation (“Electriq”). If the transactions contemplated by the Merger Agreement (the “Transactions”) are completed, Merger Sub will merge with and into Electriq, with Electriq surviving such merger as a wholly-owned subsidiary of TLG (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions (together with the Merger, the “Business Combination”), the separate corporate existence of Electriq will cease to exist and the holders of Electriq common stock, preferred stock, options, warrants and other convertible securities (collectively, the “Electriq equityholders”) will become equityholders of TLG, which will change its name to “Electriq Power Holdings, Inc.” in connection with the Business Combination. We refer to TLG after the consummation of the Business Combination as “New Electriq.” Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.

Merger Consideration

As part of the Merger, Electriq equityholders will receive aggregate merger consideration (the “Merger Consideration”) of $495 million, consisting of up to 49,500,000 shares of TLG’s Class A common stock, par value $0.0001 per share (“Parent Class A Common Stock”), valued at $10.00 per share, and the right to elect to receive up to $25.0 million in cash with a corresponding reduction in the number of shares of TLG common stock. At the closing of the Merger (the “Closing”), 2,000,000 shares of TLG common stock from the Merger Consideration (the “Merger Consideration Incentive Shares”) will be placed into an escrow account to be used as Merger Consideration Incentive Shares. As part of the Merger Consideration, holders of Electriq’s warrants and options not exercised prior to the Merger will receive replacement warrants and options, respectively, to purchase shares of Parent Class A Common Stock based on the value of the Merger Consideration per share of Electriq common stock.

Financings and Share Reserve

Pursuant to the Merger Agreement, TLG has agreed to use its reasonable best efforts to enter into subscription agreements, non-redemption agreements, backstop agreements or similar financing agreements (the “Financing Agreements”) with one or more persons which shall raise or backstop an amount at least $120.0 million (such transactions, the “Financings”), after deducting the amount of the Electriq Revolver (defined below) and the amount committed under the Lawrie Note (defined below). The Financing Agreements will be on terms reasonably acceptable to Electriq (such consent not to be unreasonably withheld, conditioned or delayed) solely if such terms include the issuance of additional equity interests of TLG or additional TLG indebtedness.

In connection with the Financings, 7,000,000 shares of Parent Class A Common Stock (the “Incentive Shares”) will be placed in escrow at Closing, consisting of 5,000,000 newly issued shares of Parent Class A Common Stock (the “New Incentive Shares”) and the 2,000,000 Merger Consideration Incentive Shares. The New Incentive Shares will be paid out as incentives in the Financings first, followed by the Merger Consideration Incentive Shares. At the termination of the escrow, any New Incentive Shares not paid out in the Financing will be transferred 50% to the Sponsor (defined in the Merger Agreement) and 50% to the Electriq equityholders, and any Merger Consideration Incentive Shares not paid out in the Financing will be returned to the Electriq equityholders.

Other Covenants

The Merger Agreement includes covenants of Electriq with respect to operation of its business prior to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, a covenant to make any required filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), and the preparation and filing of a registration statement on Form S-4 relating to the Merger and containing a proxy statement of TLG (the “Registration Statement / Proxy Statement”).

The Merger Agreement also contains exclusivity provisions prohibiting Electriq and its subsidiaries from soliciting, initiating, knowingly facilitating, participating in, entering into, continuing discussions, negotiations or transactions with, or knowingly encouraging or responding to any inquiries or proposals by, or providing any information to any person relating to or that could reasonably be expect to lead to, or enter into or consummate any transaction relating to a Competing Company Transaction (as defined in the Merger Agreement), subject to limited exceptions specified therein.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to the parties, the Business Combination contemplated by the Merger Agreement and their respective business operations and activities. The representations and warranties of the parties generally do not survive the Closing.

Conditions to Consummation of the Business Combination

Consummation of the Business Combination is generally subject to customary conditions, including (a) expiration or termination of all applicable waiting periods under HSR, (b) the absence of any law or governmental order prohibiting the consummation of the Merger, (c) the effectiveness of the Registration Statement / Proxy Statement, (d) the Parent Class A Common Stock to be issued in the Merger having been listed on The New York Stock Exchange (“NYSE”) upon the Closing, and otherwise satisfying the applicable listing requirements of NYSE, (e) receipt of stockholder approval from stockholders of each of TLG and Electriq for consummation of the Merger and other related necessary matters and (f) TLG having net tangible assets following the redemptions of at least $5,000,001.

Other conditions to the obligation of TLG to consummate the Business Combination include, among others, that no material adverse effect with respect to Electriq shall have occurred since the date of the Merger Agreement. Other conditions to the obligation of Electriq to consummate the Business Combination include, among others, TLG must have minimum available funds equal to or in excess of $125.0 million (after taking into account any transaction expenses, redemptions, taxes due and payable prior to Closing, and funds received in the Financings and the amount of the Electriq Revolver and the amount committed under the Lawrie Note).

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including by mutual written consent or if the Business Combination have not been consummated on or prior to February 1, 2023 (subject to extensions until as late as June 1, 2023 to the extent TLG obtains an extension of its deadline to consummate a business combination transaction, as set forth in the Merger Agreement). TLG intends to seek an extension of the date by which it must consummate a Business Combination (the “Combination Period”) as the board of directors of TLG currently believes that there will not be sufficient time before February 1, 2023 to complete a Business Combination. On November 3, 2022, TLG filed a preliminary proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) for the purposes of seeking its stockholder approval to extend the Combination Period from February 1, 2023 to May 1, 2023 (the date that is 27 months from the closing date of TLG’s initial public offering (“IPO”)) (the “Amended Date”) and on a monthly basis up to three times from the Amended Date to August 1, 2023 (the date that is 30 months from the closing date of the IPO).

A copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement and the Business Combination is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk

between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about TLG, Electriq or the other parties at the time they were made or otherwise and should only be read in conjunction with the other information that TLG makes publicly available in reports, statements and other documents filed with the SEC.

Lock-up Agreements

In connection with the execution of the Merger Agreement, certain security holders of Electriq (the “Electriq Holders”) entered into lock-up agreements (each, a “Lock-up Agreement”) with Electriq and TLG. Pursuant to the Lock-up Agreements, the Electriq Holders agreed, among other things, that their shares of Parent Class A Common Stock received as Merger Consideration may not be transferred until the earlier to occur of (i) six months following Closing and (ii) the date after the Closing on which New Electriq completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Electriq stockholders having the right to exchange their equity holdings in New Electriq for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if, after the Closing, (i) the volume weighted average price per share of Parent Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period, 10% of the Restricted Securities (as defined in the Lock-up Agreement) of each Electriq Holder is released from the Lock-up and (ii) the volume weighted average price per share of Parent Class A Common Stock equals or exceeds $15.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period, an additional 10% of the Restricted Securities of each Electriq Holder will be released from the Lock-up.

A copy of the Lock-up Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Lock-up Agreements is not complete and is qualified in its entirety by reference to the Lock-up Agreement filed herewith.

Sponsor Agreement

In connection with the execution of the Merger Agreement, TLG entered into an agreement (the “Sponsor Agreement”) with Electriq, the Sponsor, an affiliate of the Sponsor and TLG’s independent directors, whereby the Sponsor and holders of SPAC Founder Shares, par value $0.0001 per share (the “SPAC Founder Shares”), have agreed to waive certain of their anti-dilution and conversion rights with respect to the SPAC Founder Shares. Pursuant to the Sponsor Agreement, the Sponsor has agreed that it will forfeit for no consideration 5,000,000 SPAC Founder Shares, which shares will be cancelled.

The Sponsor also agreed to subject its SPAC Founder Shares, and the other holders of SPAC Founder Shares agreed to subject their SPAC Founder Shares, to certain transfer restrictions as follows: (i) with respect to 500,000 SPAC Founder Shares, the Sponsor will not transfer such shares until the earliest to occur of (x) the fifth anniversary of the Closing, (y) such time as the closing volume weighted average price of a share of the Parent Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30-day trading period and (z) the date after the Closing on which New Electriq completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Electriq stockholders having the right to exchange their Parent Class A Common Stock for cash, securities or other property; (ii) with respect to an additional 500,000 SPAC Founder Shares, the Sponsor will not transfer such shares until the earliest to occur of (x) the fifth anniversary of the Closing, (y) such time as the closing volume weighted average price of a share of the Parent Class A Common Stock equals or exceeds $15.00 for any 20 trading days within any 30-day trading period or (z) the date after the Closing on which New Electriq completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Electriq stockholders having the right to exchange their Parent Class A Common Stock for cash, securities or other property; and (iii) with respect to all of the SPAC Founder Shares (including those covered in (i) and (ii)), the Sponsor and the other holders will not transfer such shares until the earliest to occur of (x) the six-month anniversary of the Closing or (y) the date after the Closing on which New Electriq completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Electriq stockholders having the right to exchange their Parent Class A Common Stock for cash, securities or other property; provided that (i) 10% of such SPAC Founder Shares will be released at such time as the closing volume weighted average price of a share of the

Parent Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30-day trading period and (ii) an additional 10% of such SPAC Founder Shares will be released at such time as the closing volume weighted average price of a share of the Parent Class A Common Stock equals or exceeds $15.00 for any 20 trading days within any 30-day trading period.

A copy of the Sponsor Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the Sponsor Agreement is not complete and is qualified in its entirety by reference to the Sponsor Agreement filed herewith.

Support Agreement

In connection with the execution of the Merger Agreement, certain stockholders of Electriq (each, a “Supporting Electriq Stockholder”), Electriq and TLG entered into a Support Agreement (the “Support Agreement”). Under the Support Agreement, each Supporting Electriq Stockholder agreed to, among other things, (i) vote at any meeting of the stockholders of Electriq or by written consent all of its Electriq common stock and/or Electriq preferred stock, as applicable, held of record or thereafter acquired in favor of the Merger and the Transactions contemplated by the Merger Agreement and (ii) be bound by certain transfer restrictions with respect to Electriq securities, in each case, on the terms and subject to the conditions set forth in the Support Agreement.

A copy of the form of the Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference. The foregoing description of the Support Agreement is not complete and is qualified in its entirety by reference to the form of the Support Agreement filed herewith.

Stockholders’ Agreement

The Merger Agreement contemplates that, at the Closing, New Electriq, the Sponsor and certain former Electriq equityholders will enter into a stockholders’ agreement (the “Stockholders’ Agreement”), pursuant to which (i) the Sponsor will be entitled to nominate one (1) director until the date upon which the Sponsor’s and its affiliates’ aggregate initial ownership interest of the issued and outstanding common stock of New Electriq (“Sponsor Initial Ownership Interest”) decreases to one-half of Sponsor Initial Ownership Interest and (ii) Greensoil Building Innovation Fund Co-Investment I, L.P. (“Greensoil”) will be entitled to nominate one (1) director until the date upon which Greensoil’s and its affiliates’ aggregate initial ownership interest of the issued and outstanding common stock of New Electriq (“Greensoil Initial Ownership Interest”) decreases to one-half of the Greensoil Initial Ownership Interest. The Sponsor and Greensoil will also each be entitled to designate one non-voting board observer until the date upon which each of the Sponsor and Greensoil, respectively, holds less than 1% of the issued and outstanding common stock of New Electriq.

A copy of the Stockholders’ Agreement is filed with this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference. The foregoing description of the Stockholders’ Agreement is not complete and is qualified in its entirety by reference to the Stockholders’ Agreement filed herewith.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, New Electriq, the Sponsor, certain of its affiliates, RBC and certain former stockholders of Electriq will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, New Electriq will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of Parent Class A Common Stock that are held by, or issuable pursuant to other securities held by, the parties thereto from time to time.

A copy of the form of the Registration Rights Agreement is filed with this Current Report on Form 8-K as Exhibit 10.5 and is incorporated herein by reference. The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the form of the Registration Rights Agreement filed herewith.

Electriq Debt Financings

On September 21, 2022, Electriq signed a term sheet for a $21.5 million asset-backed revolving credit agreement with a private lender (“Electriq Revolver”). Electriq is negotiating definitive documentation of such agreement. While it is expected the definitive documentation to be executed before December 31, 2022, there can be no assurance that Electriq and the private lender will enter into such credit agreement.

On November 13, 2022, Electriq entered into a securities purchase agreement (the “Securities Purchase Agreement”) with John Michael Lawrie pursuant to which Mr. Lawrie agreed to purchase secured convertible promissory notes from Electriq (the “Lawrie Note”) in an amount of up to $8.5 million. Funding under the securities purchase agreement is subject to certain conditions, including (i) the documentation of the Electriq Revolver, (ii) the conversion of $5.0 million of Electriq stockholder debt into convertible debt being reasonably satisfactory to Mr. Lawrie and (iii) funding under the Electriq Revolver.

The Lawrie Note will bear interest at a simple rate of 14% per annum, payable quarterly in cash. The Lawrie Note is payable in full 24 months following the issuance of the Lawrie Note. The Lawrie Note will be senior to all current and future indebtedness of Electriq, except that it will be subordinated to the Electriq Revolver. If it is not converted in connection with the Business Combination, the Lawrie Note will be assumed by New Electriq in the Merger.

Mr. Lawrie will have the right but not the obligation to convert the outstanding principal and unpaid accrued interest into equity of Electriq or its successor in the event of (i) a future issuance of equity securities for the purpose of raising capital of at least $20,000,000, (ii) an acquisition of Electriq or its successor, whether by asset purchase, merger or share purchase (an “Acquisition Transaction”), (iii) certain capital markets transactions, including an initial public offering, direct listing, or SPAC-related transaction (a “Capital Markets Transaction”); or (iv) upon maturity, if the Lawrie Note remains outstanding. Other than at maturity, the conversion price is 95% of the relevant consideration per share. With respect to conversion at maturity, the price per share is to be obtained by dividing $275,000,000 by the number of outstanding shares of common stock of Electriq. Mr. Lawrie will be entitled to demand prepayment in cash in connection with any Capital Markets Transaction. If Mr. Lawrie does not convert in connection with an Acquisition Transaction, Electriq is required to pay Mr. Lawrie two times the outstanding principal amount in cash. The Lawrie Note will have events of default that are customary for similar instruments.

A copy of the Securities Purchase Agreement is filed with this Current Report on Form 8-K as Exhibit 10.6 and is incorporated herein by reference. The foregoing description of the Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the Securities Purchase Agreement filed herewith.

Item 7.01 Regulation FD Disclosure.

On November 14, TLG and Electriq issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

Furnished herewith as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation dated November 14, 2022, which will be used by TLG with respect to the Business Combination.

The foregoing (including the information presented in Exhibits 99.1 and 99.2 hereto) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibits 99.1 and 99.2 hereto, that is provided solely in connection with Regulation FD.

Additional Information and Where to Find It

This communication relates to the proposed Business Combination involving TLG and Electriq. This communication may be deemed to be solicitation material in respect of the proposed Business Combination. The proposed Business Combination will be submitted to TLG’s stockholders for their consideration. In connection with the proposed Business Combination, TLG intends to file with the SEC the Form S-4 to be distributed to TLG’s stockholders in connection with TLG’s solicitation of proxies for the vote of TLG’s stockholders in connection with the proposed Business Combination and other matters as described in such Registration Statement / Proxy Statement. The Registration Statement / Proxy Statement will also serve as the prospectus relating to the offer of the securities to be issued to Electriq’s stockholders in connection with

the completion of the proposed Business Combination. TLG also intends to file other relevant documents with the SEC regarding the proposed Business Combination. The definitive Registration Statement / Proxy Statement will be mailed to TLG’s stockholders when available. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION, INVESTORS AND STOCKHOLDERS OF TLG AND INVESTORS AND STOCKHOLDERS OF ELECTRIQ AND OTHER INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE REGISTRATION STATEMENT / PROXY STATEMENT REGARDING THE PROPOSED BUSINESS COMBINATION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.

The Registration Statement / Proxy Statement, any amendments or supplements thereto and other relevant materials, and any other documents filed by TLG with the SEC, may be obtained once such documents are filed with the SEC free of charge at the SEC’s website at www.sec.gov or free of charge from TLG at https://tlgacquisitions.com/investor-relations/default.aspx or by directing a written request to TLG at 515 North Flagler Drive, Suite 520, West Palm Beach, FL 33401.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

TLG, Electriq and certain of their respective executive officers, directors, other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed Merger. Information regarding TLG’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 25, 2022 (the “Annual Report”). To the extent that holdings of TLG’s securities have changed from the amounts reported in the Annual Report, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge from the sources indicated above. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4, the Registration Statement / Proxy Statement and other relevant materials relating to the proposed Merger to be filed with the SEC when they become available. Stockholders and other investors should read the Registration Statement / Proxy Statement carefully when it becomes available before making any voting or investment decisions.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “scheduled,” “seek,” “should,” “will,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on the beliefs and assumptions of the management of TLG and Electriq. Although TLG and Electriq believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither TLG nor Electriq can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements about the ability of TLG and Electriq prior to

the Business Combination, and New Electriq following the Business Combination, to: execute their business strategy, including expansions in new geographies; meet the closing conditions to the Business Combination, including approval by stockholders of TLG and Electriq on the expected terms and schedule; realize the benefits expected from the proposed Business Combination; continue to develop new energy storage solutions and software-enabled services to meet constantly evolving customer demands; develop, design, and sell products and services that are differentiated from those of competitors; anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions; manage risks associated with operational changes in response to the COVID-19 pandemic; minimize supply chain risks by diversifying the sources of key product components while maintaining component acquisition costs; attract, train, and retain effective directors, officers and key technical and sales personnel; enhance future operating and financial results; comply with laws applicable to their business, including environmental, health and safety regulations and policies; stay abreast of modified or new laws and regulations applicable to their business, including any changes in technician qualification requirements or data and privacy regulation; anticipate the impact of, and respond to, new accounting standards; anticipate the significance and timing of contractual obligations; respond to the failure of customers and partners to comply with contractual obligations; manage operational risks associated with construction, utility interconnection and installation permitting; respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; deliver on contractual commitments with existing customers and convert non-binding letters of intent into binding agreements; maintain key strategic relationships with partners and customers; acquire new customers; respond to uncertainties associated with product and service development and market acceptance and adoption of solar and energy storage solutions; successfully defend litigation; upgrade and maintain information technology systems; access, collect, and use personal data about consumers; protect proprietary software and enforce intellectual property rights; anticipate rapid technological changes in the energy storage industry; meet future liquidity requirements and comply with any applicable restrictive covenants related to indebtedness; maintain the listing on, or the delisting of TLG’s or New Electriq’s securities from, the NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the Business Combination; effectively respond to general economic and business conditions; obtain additional capital, including use of the debt market and third-party project financing, on acceptable terms; successfully deploy the proceeds from the Business Combination; and those factors discussed in documents of TLG filed, or to be filed, with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
2.1†	Merger Agreement, dated as of November 13, 2022, by and among TLG, Merger Sub and Electriq.
10.1	Lock-up Agreement, dated as of November 13, 2022, by and among certain stockholders of Electriq, Electriq and TLG.
10.2	Sponsor Agreement, dated as of November 13, 2022 by and among TLG, Electriq, the Sponsor, an affiliate of Sponsor and TLG’s independent directors.
10.3	Form of Support Agreement, by and among certain stockholders of Electriq, Electriq and TLG.
10.4	Stockholders’ Agreement, dated as of November 13, 2022, by and among New Electriq, Sponsor and certain former Electriq equityholders.
10.5	Form of Registration Rights Agreement, by and among New Electriq, Sponsor and certain of its affiliates, RBC and certain former stockholders of Electriq.
10.6	Securities Purchase Agreement, dated as of November 13, 2022, between Electriq and John Michael Lawrie.
99.1	Press Release, dated November 14, 2022.
99.2	Investor Presentation, dated November 14, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TLG ACQUISITION ONE CORP.
Dated: November 14, 2022
	By:	/s/ John Michael Lawrie
		Name: John Michael Lawrie
		Title:   Chief Executive Officer

EX-2.1

Exhibit 2.1

Execution Version

MERGER AGREEMENT

by and among

TLG ACQUISITION ONE CORP.,

EAGLE MERGER CORP.

and

ELECTRIQ POWER, INC.

Dated as of November 13, 2022

TABLE OF CONTENTS

	Page
ARTICLE 1 THE MERGER AND RELATED MATTERS		1
Section 1.1      The Merger		1
Section 1.2      Governing Documents		2
Section 1.3      Effect on Securities		2
Section 1.4      Exchange Procedures		7
Section 1.5      The Closing		8
Section 1.6      Deliveries at Closing		8
Section 1.7      Sponsor Agreement		9
Section 1.8      Support Agreements		9
Section 1.9       Lock-Up Agreements		9
Section 1.10    Stockholders’ Agreement		9
Section 1.11     Taking of Necessary Action; Further Action		10
Section 1.12    Tax Treatment		10
Section 1.13    Withholding		10
Section 1.14    Dissenters’ Rights		10
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		11
Section 2.1       Organization and Qualification		11
Section 2.2      Subsidiaries		11
Section 2.3       Power and Authorization		12
Section 2.4       Authorization of Governmental Authorities		12
Section 2.5       Non-Contravention		12
Section 2.6      Compliance		13
Section 2.7      Capitalization		13
Section 2.8      Financial Matters		14
Section 2.9       Absence of Certain Developments		15
Section 2.10     Condition and Sufficiency of Assets		15
Section 2.11    Real Property		15
Section 2.12    Intellectual Property		15
Section 2.13    Data Privacy		17
Section 2.14    Permits		18
Section 2.15    Tax Matters		18
Section 2.16    Employee Benefit Plans		20
Section 2.17    Labor Matters		21
Section 2.18    Environmental Matters		22
Section 2.19    Contracts		22
Section 2.20    Customers and Suppliers		24
Section 2.21    Affiliate Transactions		24
Section 2.22    Litigation		25
Section 2.23    Insurance		25
Section 2.24    Brokers		25
Section 2.25    Anti-Corruption Matters		25
Section 2.26    Board Approval		26

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TABLE OF CONTENTS

	Page
Section 2.27    Company Stockholder Approval		26
Section 2.28    Information Supplied		26
Section 2.29    Exclusivity of Representations		26
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		27
Section 3.1       Organization and Qualification		27
Section 3.2      Subsidiaries		27
Section 3.3       Power and Authorization		27
Section 3.4       Authorization of Governmental Authorities		28
Section 3.5       Non-Contravention		28
Section 3.6      Compliance		28
Section 3.7      Capitalization		29
Section 3.8       Parent SEC Reports and Financial Statements		30
Section 3.9       Absence of Certain Developments		31
Section 3.10    Trust Fund		31
Section 3.11    Real Property; Personal Property		31
Section 3.12    Intellectual Property		31
Section 3.13    Tax Matters		31
Section 3.14     Employees; Employee Benefit Plans		33
Section 3.15    Contracts		34
Section 3.16    Affiliate Transactions		34
Section 3.17    Litigation		34
Section 3.18    Parent Listing		34
Section 3.19    Brokers		34
Section 3.20     Business Activities; Undisclosed Liabilities		34
Section 3.21    Board Approval		34
Section 3.22    Information Supplied		35
Section 3.23    Exclusivity of Representations		35
ARTICLE 4 COVENANTS OF THE PARTIES		35
Section 4.1       Operation of Business by the Company, Parent and Merger Sub		35
Section 4.2       Confidentiality; Access to Premises and Information		40
Section 4.3      Exclusivity		41
Section 4.4       Certain Financial Information		42
Section 4.5       Reasonable Best Efforts		42
Section 4.6      HSR Act		42
Section 4.7      Financings		43
Section 4.8       Parent Governing Documents		44
Section 4.9      Litigation		44
ARTICLE 5 ADDITIONAL COVENANTS		44
Section 5.1      Form S-4; Special Meeting		44
Section 5.2       Directors and Officers of Parent After the Transactions		46
Section 5.3      Public Announcements		47
Section 5.4      Required Information		47

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TABLE OF CONTENTS

	Page
Section 5.5      Standstill		48
Section 5.6       No Claim Against Trust Fund		48
Section 5.7       Disclosure of Certain Matters		49
Section 5.8      Securities Listing		49
Section 5.9       Charter Protections; Directors’ and Officers’ Liability Insurance		49
Section 5.10    Trust Fund Disbursement		50
Section 5.11    Expenses		50
Section 5.12    Certain Parent Borrowings		51
Section 5.13    Affiliate Agreements		51
Section 5.14    Company Stockholder Approval		51
Section 5.15    Registration Rights Agreement		51
Section 5.16    Incentive Equity Plan		51
Section 5.17    Section  16 of the Exchange Act		51
Section 5.18    Closing Financing Certificates		52
Section 5.19    Tax Matters		52
Section 5.20     PCAOB Audit of the Company’s Financial Statements		53
Section 5.21     Employment Agreements; Retention Pool		53
Section 5.22    Capital Raise		53
ARTICLE 6 CONDITIONS		54
Section 6.1       Conditions to the Obligations of Each Party		54
Section 6.2       Additional Conditions to Parent’s Obligations		54
Section 6.3       Additional Conditions to the Company’s Obligations		55
ARTICLE 7 TERMINATION		56
Section 7.1       Termination of Agreement		56
Section 7.2       Notice of Termination; Effect of Termination		57
ARTICLE 8 MISCELLANEOUS		57
Section 8.1      Notices		57
Section 8.2       Succession and Assignment; No Third-Party Beneficiaries		58
Section 8.3       Amendments and Waivers		58
Section 8.4      Entire Agreement		58
Section 8.5       Counterparts; Electronic Delivery		58
Section 8.6      Severability		59
Section 8.7      Governing Law		59
Section 8.8       Jurisdiction; Venue; Service of Process; JURY WAIVER		59
Section 8.9      Specific Enforcement		60
Section 8.10    Interpretation		60
Section 8.11    Currency		61
Section 8.12     Non-Survival of Representations, Warranties and Covenants		61
Section 8.13     Non-Recourse		61
Section 8.14    Legal Representation		61
Section 8.15     Disclosure Schedules and Exhibits		62

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TABLE OF CONTENTS

Exhibit A   –   Form of Sponsor Agreement

Exhibit B   –   Form of Support Agreement

Exhibit C   –   Form of Lock-Up Agreement

Exhibit D   –   Parent A&R Charter

Exhibit E   –   Parent A&R Bylaws

Exhibit F   –   Form of A&R Registration Rights Agreement

Exhibit G  –   Form of Stockholders’ Agreement

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MERGER AGREEMENT

This MERGER AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of November 13, 2022, 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.” Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Appendix A of this Agreement.

RECITALS

WHEREAS, upon the terms and subject to the conditions of this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), the Parties intend to enter into a business combination transaction by which Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving entity of the Merger (“Surviving Corporation”) and a wholly owned subsidiary of Parent, in exchange for the Company’s stockholders receiving the consideration set forth in Article I of this Agreement;

WHEREAS, the parties hereto intend that the Merger will constitute a transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (the “Intended Tax Treatment”), and that this Agreement be, and hereby is, adopted as a “plan of reorganization” for the purposes of Section 368 of the Code and Treasury Regulations Section 1.368-2(g);

WHEREAS, the respective boards of directors of each of Parent, Merger Sub and the Company have (i) determined that it is advisable and in the best interests of each of Parent, Merger Sub and the Company and their respective stockholders to enter into this Agreement and the documents contemplated hereby, (ii) approved the execution and delivery of this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby, and (iii) each of Parent, Merger Sub and the Company recommended the adoption and approval of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby by their respective stockholders;

AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:

ARTICLE 1

THE MERGER AND RELATED MATTERS

Section 1.1    The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub shall merge with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Corporation after the Merger. The Merger will be consummated immediately upon the filing of a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, or upon such other time and date as agreed by the Parties and set forth in the Certificate of Merger, pursuant to the DGCL (the “Effective Time”). The effect of the Merger will be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of the Merger and without any further action on the part of the Parties or the

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Company Stockholders, all of the property, rights, privileges, powers, franchises, debts, liabilities, and duties of Merger Sub and the Company shall vest in the Company as the Surviving Corporation following the Merger. The Parties intend that this Agreement shall constitute a “plan of merger” for all purposes under the DGCL.

Section 1.2    Governing Documents. At the Effective Time and subject to the terms and conditions of this Agreement, the Charter Documents of Merger Sub will become the Charter Documents of the Surviving Corporation until thereafter amended as provided therein or by applicable Law, except that the name of the Surviving Corporation will be “ELIQ.”

Section 1.3    Effect on Securities. Subject to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of the Parties or the Company Stockholders, the following shall occur prior to or at the Effective Time:

(a)    Conversion of Company Preferred Stock and Company Convertible Instruments. Immediately prior to the Effective Time, (i) the holders of Company Preferred Stock shall exchange all of their issued and outstanding shares of Company Preferred Stock for shares of Company Common Stock at the applicable conversion ratio as set forth in the Company Charter Documents (the “Company Preferred Stock Conversion”) and (ii) the holders of Company Convertible Instruments shall convert all of their rights to receive Company Common Stock pursuant to the Company Convertible Instruments for shares of Company Common Stock at the applicable conversion ratio as set forth in the Company Convertible Instruments (the “Company Convertible Instrument Conversion”). Following the Company Preferred Stock Conversion, all of the shares of Company Preferred Stock shall be canceled or terminated, as applicable, shall no longer be outstanding and shall cease to exist, no payment or distribution shall be made with respect thereto and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities. Following the Company Convertible Instrument Conversion, all Company Convertible Instruments shall be canceled or terminated, as applicable, shall no longer be outstanding and shall cease to exist, no payment or distribution shall be made with respect thereto and each holder of Company Convertible Instruments shall thereafter cease to have any rights with respect to such securities.

(b)    Conversion of Company Common Stock. At the Effective Time, each share of Company Common Stock (after giving effect to the Company Preferred Stock Conversion and the Company Convertible Instrument Conversion, but excluding the Excluded Shares and Dissenting Shares, if any), issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive (i) the Per Share Cash/Stock Consideration or the Per Share Stock Consideration pursuant to the election described in Section 1.3(c) and (ii) the Per Share Reserve Consideration.

(c)    Election. Each Company Stockholder (after giving effect to the Company Convertible Instrument Conversion and any exercise or conversion of any other Company Convertible Security prior to the Election Deadline) (each such Company Stockholder, an “Electing Stockholder”) shall have the right, subject to the limitations set forth in this Agreement, to elect whether to receive a portion of its consideration in cash (a “Cash Election”) or to receive its consideration solely in Parent Class A Common Stock (a “Stock Election” and any Cash Election or Stock Election shall be referred to herein as an “Election,”) in accordance with the following procedure:

(i)    Each Electing Stockholder that makes a Cash Election shall receive the Per Share Cash/Stock Consideration and the Per Share Reserve Consideration.

(ii)    Each Electing Stockholder that makes a Stock Election shall receive the Per Share Stock Consideration and the Per Share Reserve Consideration.

(iii)    The Company shall prepare a form reasonably acceptable to the Parent (the “Form of Election”) to be included with or accompany the Letter of Transmittal, so as to permit each Electing Stockholder to exercise its right to make an Election.

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(iv)    The Company (A) shall initially make available the Form of Election as soon as reasonably practicable after the SEC Approval Date and (B) following such date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any Electing Stockholder who requests such Form of Election prior to the Election Deadline. The time period between the date when the Form of Election is first made available and the Election Deadline is referred to herein as the “Election Period.”

(v)    Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and executed (including duly executed Letter of Transmittal materials included with or accompanying the Form of Election) and all requirements under Section 1.4 have been fulfilled. If the Company receives a Form of Election during the Election Period, the Company shall promptly deliver such Form of Election to the Exchange Agent.

(vi)    Any Electing Stockholder may, at any time during the Election Period, revoke or change his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline by an Electing Stockholder, such Electing Stockholder shall automatically be subject to a Stock Election, except to the extent a subsequent Election is properly made. In the event a Form of Election is not received during the Election Period from an Electing Stockholder, such Electing Stockholder shall automatically be subject to a Stock Election.

(vii)    Subject to the terms of this Agreement and the Form of Election, the Exchange Agent in consultation with the Company shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing the validity of the Forms of Election and compliance by any Electing Stockholder with the Election procedures set forth herein. None of the Company, Parent, Exchange Agent or other Person shall be under any obligation to notify any Electing Stockholder or any other Person of any defect in a Form of Election.

(d)    Company Stock Options.

(i)    Substitute Options.

(i)    Each option exercisable for shares of Company Common Stock then outstanding under the Company Equity Plan (“Company Stock Option”), whether vested or unvested, will be assumed by Parent and automatically be converted into (A) an option to purchase shares of Parent Class A Common Stock (“Substitute Options”) as set forth below and (B) Reserve Consideration Option. Each Substitute Option will be subject to the terms and conditions of the Parent Plan and will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Stock Option (including any applicable incentive plan and stock option agreement or other document evidencing such Company Stock Option) immediately prior to the Closing, including any repurchase rights or vesting provisions, except that (i) each Substitute Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by the Exchange Ratio multiplied by the Assumed Percentage, rounded down to the nearest whole number of shares of Parent Class A Common Stock and (ii) the per share exercise price for the shares of Parent Class A Common Stock issuable upon exercise of such Substitute Option will be equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Closing by (B) the Exchange Ratio. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the Company Stock Option was vested

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as to immediately prior to the Closing. As soon as reasonably practicable following the Closing Date, Parent will use commercially reasonable efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Stock Option by Parent.

(ii)    In connection with the assumption of Company Stock Options pursuant to this Section 1.3(d), the Company and Parent shall cause Parent to assume the Company Equity Plan as of the Effective Time and all then remaining shares of Company Common Stock available for issuance under the Company Equity Plan shall automatically be canceled.

(iii)    Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plan (and the underlying grant, award or similar agreements) or otherwise to give effect to the provisions of this Section 1.3(d).

(ii)    Reserve Consideration Option. In addition to the Substitute Options, each holder of Company Stock Options will receive an option to purchase shares of Parent Class A Common Stock (a “Reserve Consideration Option”) as such individual’s applicable pro rata portion of the Reserve Consideration. Each Reserve Consideration Option will be subject to the terms and conditions of the Parent Plan and will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Stock Option (including any applicable incentive plan and stock option agreement or other document evidencing such Company Stock Option) immediately prior to the Closing, including any repurchase rights or vesting provisions, except that (i) each Reserve Consideration Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by the Exchange Ratio multiplied by the Reserve Percentage, rounded down to the nearest whole number of shares of Parent Class A Common Stock and (ii) the per share exercise price for the shares of Parent Class A Common Stock issuable upon exercise of such Reserve Consideration Option will be equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Closing by (B) the Exchange Ratio. In addition to (and not in lieu of) the vesting conditions to which the applicable Company Stock Option was subject immediately prior to the Closing, each Reserve Consideration Option shall only become vested (or eligible to vest), if at all, with respect to a percentage of the total number of shares subject to the Reserve Consideration Option equal to the percentage of the Reserve Consideration that is released to Pre-Closing Holders as compared to the maximum total Reserve Consideration of 4,500,000 shares of Parent Class A Common Stock.

(e)    Company Warrants.

(i)    Assumed Warrant. Each warrant to purchase Company Capital Stock (whether vested or unvested) that is issued and outstanding immediately prior to the Effective Time (the “Company Warrants”) shall be assumed by Parent and automatically converted into (A) a warrant for shares of Parent Class A Common Stock (each, an “Assumed Warrant”) as set forth below and (B) a Reserve Consideration Warrant. Each Assumed Warrant will be subject to the same terms and conditions as the Company Warrant, except that (i) each Assumed Warrant will be exercisable for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant immediately prior to the Closing multiplied by the Exchange Ratio multiplied by the Assumed Percentage, rounded up or down to the nearest whole number of shares of Parent Class A Common Stock; (ii) the per share exercise price of the share of Parent Class A Common Stock issuable upon exercise of such Assumed Warrant will be equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Assumed Warrant was exercisable immediately prior to the Closing by (B) the Exchange Ratio; and (iii) be subject to the same vesting schedule as the applicable Company

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Warrant. Parent shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed Warrants remain outstanding, a sufficient number of shares of Parent Class A Common Stock for delivery upon the exercise of such Assumed Warrant. As soon as reasonably practicable following the Closing Date, Parent will use commercially reasonable efforts to issue to each Person who holds an Assumed Warrant a document evidencing the foregoing assumption of such Company Warrant by Parent.

(ii)    Reserve Consideration Warrant. In addition to the Assumed Warrants, each holder of Company Warrants will receive a warrant to purchase shares of Parent Class A Common Stock (a “Reserve Consideration Warrant”) as such individual’s applicable pro rata portion of the Reserve Consideration. Each Reserve Consideration Warrant will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Warrant, except that (i) each Reserve Consideration Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant immediately prior to the Closing multiplied by the Exchange Ratio multiplied by the Reserve Percentage, rounded down to the nearest whole number of shares of Parent Class A Common Stock and (ii) the per share exercise price for the shares of Parent Class A Common Stock issuable upon exercise of such Reserve Consideration Warrant will be equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Company Warrant was exercisable immediately prior to the Closing by (B) the Exchange Ratio. In addition to (and not in lieu of) the vesting conditions to which the applicable Company Warrant was subject immediately prior to the Closing, each Reserve Consideration Warrant shall only become vested (or eligible to vest), if at all, with respect to a percentage of the total number of shares subject to the Reserve Consideration Warrant equal to the percentage of the Reserve Consideration that is released to Pre-Closing Holders as compared to the maximum total Reserve Consideration of 4,500,000 shares of Parent Class A Common Stock.

(f)    Cancellation of Treasury and Parent-Owned Shares. Each share of Company Capital Stock held by the Company or Parent or any direct or indirect wholly owned Subsidiary of any of the foregoing immediately prior to the Effective Time (collectively, the “Excluded Shares”) shall be canceled and extinguished without any conversion or payment in respect thereof.

(g)    Adjustments. The Parent Class A Common Stock, including without limitation all definitions in this Agreement based on shares of Parent Class A Common Stock (including without limitation the definition of Exchange Ratio, Assumed Percentage and Reserve Percentage), issuable pursuant to this Section 1.3 shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable or exchangeable for, Parent Class A Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Parent Class A Common Stock occurring on or after the date hereof and prior to the Effective Time.

(h)    Fractional Shares; Rounding of Cents. No fraction of a share of Parent Class A Common Stock will be issued by virtue of the Merger, and each holder of Company Capital Stock who would otherwise be entitled to a fraction of a share of Parent Class A Common Stock at any time the Parent Class A Common Stock is distributed to any such Person pursuant to this Agreement (after aggregating all fractional shares that otherwise would be received by such holder in connection with such distribution) shall receive from Parent, in lieu of such fractional share: (i) one share of Parent Class A Common Stock if the aggregate amount of fractional shares of Parent Class A Common Stock such holder of Company Capital Stock would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares of Parent Class A Common Stock if the aggregate amount of fractional shares of Parent Class A Common Stock such holder of Company Capital Stock would otherwise be entitled to is less than 0.50. Each holder of Company Capital Stock who would otherwise be entitled to a fraction of a cent shall

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(after aggregating all fractions of cents that otherwise would be received by such holder in connection with such payment), in lieu of such fraction, have such fraction of a cent rounded down to the next whole cent.

(i)    Conversion of Merger Sub Stock into Stock of the Surviving Corporation. Each share of capital stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers, preferences, and privileges as the shares so converted.

(j)    No Further Ownership Rights. Until surrendered as contemplated by Section 1.4, the Company Capital Stock shall be deemed, from and after the Closing, to represent only the right to receive the consideration set forth in this Section 1.3 and any dividends or other distributions as contemplated by Section 1.3(g). If, after the Closing, any of the Company’s securities are presented to Parent or the Company for any reason, they shall be canceled and exchanged as provided in this Agreement.

(k)    Allocation Schedules.

(i)    [Reserved]

(ii)    The Company acknowledges and agrees that the Closing Merger Consideration and Reserve Consideration are being allocated among the Pre-Closing Holders pursuant to the schedule set forth on Schedule 1.3(j)(ii) (the “Company Allocation Schedule”). The Company Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Company Allocation Schedule (A) will set forth as of the date at least three (3) Business Days prior to the anticipated Closing Date (1) the mailing addresses for each Pre-Closing Holder, (2) the number of shares of Company Common Stock (giving effect to the Company Preferred Stock Conversion and the Company Convertible Instrument Conversion), and/or the number of Company Stock Options, Company Warrants and/or amount of Company Convertible Securities owned by each Pre-Closing Holder, (3) the amount of cash and the number of shares of Parent Class A Common Stock allocated to each Company Stockholder, (4) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Assumed Warrant, (6) with respect to each Pre-Closing Holder of Company Convertible Securities not included in clauses (4) and (5) above, the number of shares of Parent Class A Common Stock subject to such Assumed Convertible Security, (7) each Pre-Closing Holder’s applicable portion of the Reserve Consideration, including to the extent available, (I) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Reserve Consideration Option and (II) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Reserve Consideration Warrant, (8) each Electing Stockholder’s Election (i.e. Cash Election or Stock Election) and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent shall be entitled to conclusively rely on the Company Allocation Schedule (as updated prior to the Closing Date), and neither Parent nor its Affiliates shall have any Liability with respect to the allocation of the Closing Merger Consideration and Reserve Consideration among the Company Stockholders or the calculation of the number of shares of Parent Class A Common Stock subject to, or the exercise price per share of Parent Class A Common Stock of (as applicable), Substitute Options, under this Agreement.

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(l)    Assumption of Company Convertible Securities. Each Company Convertible Security not otherwise converted or exercised prior to the Transactions, including the Lawrie Convertible Note, if applicable, shall be assumed by Parent and automatically converted into a note convertible into shares of Parent Class A Common Stock (the “Assumed Convertible Security”) as set forth below. The Assumed Convertible Security shall be subject to the same terms and conditions as the Company Convertible Security, except that the Assumed Convertible Security will be convertible for a number of whole shares of Parent Class A Common Stock based on the terms therein as adjusted to reflect the conversion of relevant Company Capital Stock in the Merger. Parent shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as the Assumed Convertible Security remain outstanding, a sufficient number of shares of Parent Class A Common Stock for delivery upon conversion of the Assumed Convertible Security.

(m)    At the Closing, Parent shall place the Escrow Consideration into escrow in accordance with the provisions hereof and the Escrow Agreement. Each Pre-Closing Holder shall be deemed to have contributed its applicable portion of the Escrow Consideration to be held in accordance with the provisions hereof and the Escrow Agreement.

Section 1.4    Exchange Procedures.

(a)    Appointment of Exchange Agent. Parent and the Company shall appoint Continental Stock Transfer & Trust Company (“Continental”) or another mutually agreeable bank or trust company, to act as exchange agent (“Exchange Agent”) for the distribution of the Closing Merger Consideration and Reserve Consideration to the Company Stockholders pursuant to this Section 1.4 and an exchange agent agreement in form and substance mutually agreeable to Parent and the Company.

(b)    Delivery of Consideration to Exchange Agent. Immediately prior to the Effective Time, Parent will deliver or cause to be delivered to the Exchange Agent (i) a number of shares of Parent Class A Common Stock equal to the applicable portion of Closing Merger Consideration to be issued to the Company Stockholders at Closing and (ii) an amount of cash equal to the applicable portion of Closing Merger Consideration to be distributed to the Company Stockholders who made a Cash Election at Closing. The Exchange Agent will be deemed to be the agent for the Company Stockholders for the purpose of receiving the Closing Merger Consideration and Reserve Consideration, and delivery of such cash, shares of Parent Class A Common Stock to the Exchange Agent will be deemed to be delivery to the Company Stockholders at the Effective Time, with respect to the Closing Merger Consideration. Until they are distributed, the shares of Parent Class A Common Stock held by the Exchange Agent will be deemed to be outstanding from and after the Effective Time, but the Exchange Agent will not vote those shares or exercise any rights of a stockholder with regard to such shares. If any dividends or distributions are paid with regard to shares of Parent Class A Common Stock while they are held by the Exchange Agent, the Exchange Agent will hold the dividends or distributions, uninvested, until shares of Parent Class A Common Stock are distributed to the applicable Company Stockholders, at which time the Exchange Agent will distribute the dividends or distributions that have been paid with regard to those shares of Parent Class A Common Stock to such former Company Stockholders.

(c)    Letters of Transmittal. As soon as reasonably practicable after the SEC Approval Date, Parent will, or will cause the Exchange Agent to, deliver to each Company Stockholder a letter of transmittal (and any instructions related thereto) in form and substance reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) to be completed and executed by such Person to receive such Company Stockholder’s applicable portion of the Closing Merger Consideration and Reserve Consideration as contemplated by Section 1.3. The Letter of Transmittal will contain, among other things, customary representations of each Company Stockholder relating to (as applicable) existence, power and authority, due authorization, due execution, enforceability and ownership of the Company Capital Stock owned by such Person.

(d)    Delivery of Per Share Closing Merger Consideration. At the Closing, the Exchange Agent shall issue and deliver to each applicable Company Stockholder (or its designee) which has delivered a Letter of

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Transmittal (i) via electronic book entry the applicable stock portion of the Closing Merger Consideration and (ii) the applicable cash portion of the Closing Merger Consideration, in each case, to which such Company Stockholder is entitled under Section 1.3.

(e)    Termination of Exchange Agreement. On the date that is twenty-four (24) months after the Closing Date, Parent shall instruct the Exchange Agent to deliver to Parent any portion of the Closing Merger Consideration and Reserve Consideration deposited with the Exchange Agent that remains undistributed to the Company Stockholders pursuant to instructions provided to the Exchange Agent by Parent at such time, unless required otherwise by applicable Legal Requirements, and the Exchange Agent’s duties shall terminate. Thereafter, any Company Stockholders who have not complied with the provisions of this Agreement for receiving their applicable portion of the Closing Merger Consideration and Reserve Consideration from the Exchange Agent shall look only to Parent for such amounts, and any such Company Stockholder may deliver a Letter of Transmittal to Parent and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Parent shall promptly pay, the applicable portion of the Closing Merger Consideration and Reserve Consideration deliverable in respect thereof as determined in accordance with this Article 1 without any interest thereon; provided that any such portion of the Reserve Consideration shall be held and distributed to the Person(s) entitled thereto in accordance with the terms of this Agreement and the Escrow Agreement, at the respective times and subject to the contingencies specified herein and therein. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any portion of the Closing Merger Consideration and Reserve Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any consideration to be paid under Section 1.3(d), Section 1.3(e) or Section 1.3(l) or any Letter of Transmittal in respect of shares of Company Capital Stock, in each case, shall not have been delivered immediately prior to such date on which any amounts payable pursuant to this Article 1 would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Section 1.5    The Closing. The closing of the Transactions (the “Closing”) shall take place remotely by electronic exchange of documents at a time and date to be specified in writing by the Parties, no later than the second Business Day following the satisfaction or waiver of each of the conditions set forth in Article 6 hereof (other than those conditions which can be satisfied only at the Closing, but subject to the satisfaction or waiver of such conditions at Closing), or at such other time and place as may be agreed to by Parent and the Company. Subject to the provisions of Article 7 of this Agreement, the failure to consummate the Closing on the date and time determined pursuant to this Section 1.5 will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement.

Section 1.6    Deliveries at Closing.

(a)    At the Closing, Parent or Merger Sub shall, as applicable, deliver or cause to be delivered to the Company:

(i)    a certified copy of the Parent A&R Charter and Parent A&R Bylaws;

(ii)    a copy of the A&R Registration Rights Agreement, duly executed by Parent and Sponsor;

(iii)    a copy of the Trust Termination Letter, duly executed by Parent;

(iv)    copies of the D&O Resignation Letters, duly executed by the applicable directors and officers of Parent and Merger Sub in accordance with Section 5.2(e);

(v)    copies of resolutions and actions taken by Parent’s and Merger Sub’s boards of directors and stockholders in connection with the approval of this Agreement and the Transactions;

(vi)    the Stockholders’ Agreement, duly executed by Sponsor and certain affiliates of Sponsor;

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(vii)    a copy of the Parent Closing Certificate, duly executed by Parent; and

(viii)     all other documents, instruments or certificates required to be delivered by Parent at or prior to the Closing pursuant to Section 6.3.

(b)    At the Closing, the Company shall deliver or cause to be delivered to Parent and Merger Sub:

(i)    a copy of the Certificate of Merger, duly executed by the Company;

(ii)    a copy of the A&R Registration Rights Agreement, duly executed by the Company and the Company Stockholders party thereto;

(iii)    copies of resolutions and actions taken by the Company’s board of directors and stockholders in connection with the approval of this Agreement and the Transactions;

(iv)    the Stockholders’ Agreement, duly executed by the Company Stockholders identified on Schedule 1.10 attached hereto and certain affiliates of such Company Stockholders;

(v)    a copy of the Company Closing Certificate, duly executed by the Company;

(vi)    the certificate described in Section 5.19(a); and

(vii)    all other documents, instruments or certificates required to be delivered by the Company at or prior to the Closing pursuant to Section 6.2.

Section 1.7    Sponsor Agreement. Concurrently with the execution of this Agreement, the Sponsor and certain other holders of Parent Class F Common Stock have entered into an agreement with Parent and the Company pursuant to which, among other things, Sponsor and such other holders have agreed to (a) waive certain anti-dilution and conversion rights under the Parent Charter Documents, (b) certain restrictions on the transfer of the shares of Parent Class A Common Stock held by such Persons following the Closing, (c) transfer or forfeiture of certain shares of Parent Class F Common Stock (the “Incentive Shares”), (d) restrictions on the repayment of certain Parent Borrowings, and (e) certain confidentiality rights, the form of which is attached hereto as Exhibit A (the “Sponsor Agreement”).

Section 1.8    Support Agreements. Concurrently with the execution of this Agreement, the Company Stockholders identified on Schedule 1.8 attached hereto (such Company Stockholders, the “Supporting Stockholders”) have entered into voting and support agreements with Parent, pursuant to which (a) each of the Supporting Stockholders has agreed, among other things, to vote all of the shares of Company Capital Stock beneficially owned by such Person in favor of the Merger and the transactions contemplated by the Merger Agreement (including the Company Preferred Stock Conversion) (which vote may be taken by executing a written consent as provided for in Section 5.14 hereof) and (b) each of the Supporting Stockholders has agreed not to engage in any transactions involving the securities of Parent prior to the Closing without Parent’s prior consent, the form of which is attached hereto as Exhibit B (the “Support Agreements”).

Section 1.9    Lock-Up Agreements. Concurrently with the execution of this Agreement, the Company Stockholders identified on Schedule 1.9 attached hereto have each entered into an agreement with Parent and the Company providing that such Persons will not transfer the shares of Parent Class A Common Stock received hereunder as their applicable portion of the Closing Merger Consideration and Reserve Consideration for a period of six (6) months following the Closing, subject to certain conditions and exceptions set forth therein, the form of which is attached hereto as Exhibit C (the “Lock-Up Agreements”).

Section 1.10    Stockholders’ Agreement. Concurrently with the execution of this Agreement, Parent, Sponsor and the Company Stockholders identified on Schedule 1.10 attached hereto have entered into a stockholders’ agreement to be effective as of and contingent upon the Closing, the form of which is attached hereto as Exhibit G (the “Stockholders’ Agreement”).

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Section 1.11    Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the officers and directors of Parent and the Surviving Corporation shall take all such lawful and necessary action.

Section 1.12    Tax Treatment. The Parties intend that the Merger qualifies under the Intended Tax Treatment, and each Party shall, and shall cause its respective Affiliates to, use reasonable best efforts to cause the Merger to so qualify and will not take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act would reasonably be expected to prevent the Merger from qualifying under the Intended Tax Treatment. The Parties shall prepare and file all Tax Returns consistent with, and take no position (whether on Tax Returns, in Tax proceedings, or otherwise) inconsistent with the Intended Tax Treatment unless required to do so pursuant to a “determination” within the meaning of Section 1313(a) of the Code or any comparable provision of state or local Law. The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

Section 1.13    Withholding. Parent, Merger Sub and the Exchange Agent and their respective Affiliates (each, a “Withholding Agent”) shall be entitled to deduct and withhold from any amounts otherwise payable to any Person under this Agreement such amounts as such Withholding Agent determines are required to be deducted and withheld and shall remit such amounts to the appropriate Governmental Authority. All amounts so deducted and withheld and paid to the appropriate Governmental Authority shall be treated as having been paid to the Person in respect of which such withholding was made for all purposes of this Agreement. For the avoidance of doubt, to the extent deduction and withholding is required in respect of the delivery of any Parent Class A Common Stock pursuant to this Agreement, a portion of the Parent Class A Common Stock otherwise deliverable hereunder may be withheld and, if a portion of the Parent Class A Common Stock otherwise deliverable to a Person is withheld hereunder, the Withholding Agent shall be treated as having sold such Parent Class A Common Stock on behalf of such Person for an amount of cash equal to the fair market value thereof at the time of the required withholding (which fair market value shall be deemed to be the average price of shares of Parent Class A Common Stock on the NYSE on the Closing Date) and having paid such cash proceeds to the appropriate Governmental Authority.

Section 1.14    Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, each share of the Company Capital Stock (other than Excluded Shares) outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such shares of the Company Capital Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive a portion of the Closing Merger Consideration and Reserve Consideration unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Closing Merger Consideration and Reserve Consideration, if any, to which such holder is entitled pursuant to Section 1.3, without interest. The Company shall give Parent (a) prompt notice of any demands received by the Company for appraisal of any shares of the Company Capital Stock issued and outstanding immediately prior to the Effective Time, attempted written withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights to appraisal with respect to the Merger and (b) the opportunity to participate in all negotiations and proceedings with respect to any exercise of such appraisal rights under the DGCL. The Company shall not, except with the prior written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect to any demands for payment of fair value for capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to the exceptions set forth in Schedule 2 attached hereto (the “Company Schedule”), but subject to Section 8.15, the Company hereby represents and warrants to Parent as follows:

Section 2.1    Organization and Qualification.

(a)    The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted.

(b)    The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure thereof would not have or be reasonably expected to have a Company Material Adverse Effect. Each jurisdiction in which the Company is so qualified or licensed is listed in Schedule 2.1.

(c)    The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders of or from any Governmental Authority (“Approvals”) necessary to own, lease, and operate the properties it purports to own, operate, or lease and to carry on its business as it is now being conducted, except where the failure to possess any such Approval (or the equivalent thereof) would not have or be reasonably expected to have a Company Material Adverse Effect. Complete and correct copies of the certificate of incorporation and bylaws (or other comparable governing instruments with different names) (collectively referred to herein as “Charter Documents”) of the Company, as amended and currently in effect, are in full force and effect and have been made available to Parent or Parent’s counsel and the Company is not in breach or violation of any provision set forth in the Charter Documents.

Section 2.2    Subsidiaries.

(a)    The Company has no direct or indirect Subsidiaries other than those listed in Schedule 2.2(a). Except as set forth in Schedule 2.2(a), the Company owns all of the outstanding equity securities of the Subsidiaries, free and clear of all Liens other than Permitted Liens, either directly or indirectly through one or more other Subsidiaries and as set forth in Schedule 2.2(a) opposite the name of each Subsidiary of the Company. Except with respect to the Subsidiaries, the Company does not own, directly or indirectly, any equity or voting interest in any Person and does not have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written or oral agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect, under which it may become obligated to make any future investment in or capital contribution to any other entity.

(b)    Each Subsidiary is duly incorporated, organized or formed, as applicable, validly existing and in good standing under the laws of its jurisdiction of organization or formation (as listed in Schedule 2.2(b)). Each Subsidiary is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be duly qualified or licensed (or the equivalent thereof) would not have, or be reasonably expected to have, a Company Material Adverse Effect. Each jurisdiction in which a Subsidiary is so qualified or licensed is listed in Schedule 2.2(b). Each Subsidiary is in possession of all Approvals necessary to own, lease, and operate the properties it purports to own, lease or operate and to carry on its business as it is now being conducted, except where the failure to possess any such

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Approval (or the equivalent thereof) would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Complete and correct copies of the Charter Documents of each Subsidiary, as amended and currently in effect, have been made available to Parent or Parent’s counsel.

Section 2.3    Power and Authorization. The Company has all requisite power and authority and has taken all action necessary in order to enter into and deliver and perform its obligations under this Agreement and each Ancillary Agreement to which the Company is (or with respect to Ancillary Agreements to be entered into after the date of this Agreement, will be) a party and, subject to the Company Stockholder Approval, to consummate the Merger and the Transactions. The execution and delivery of this Agreement and each Ancillary Agreement by the Company has been (or with respect to Ancillary Agreements to be entered into after the date of this Agreement, will be) duly authorized by all necessary corporate and shareholder (or other similar) action on the part of the Company, subject in the case of the Merger, to the Company Stockholder Approval. This Agreement and each Ancillary Agreement to which the Company is (or with respect to Ancillary Agreements to be entered into after the date of this Agreement, will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into after the date of this Agreement, will be when executed and delivered) duly and validly executed and delivered by the Company and (b) is (or, in the case of Ancillary Agreements to be entered into after the date of this Agreement, will be when executed and delivered) enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 2.4    Authorization of Governmental Authorities. Except for (a) compliance with applicable requirements of the HSR Act, (b) the filing of the Certificate of Merger and (c) those Consents (if any) as will have been obtained or made at or prior to Closing that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, in each case which are set forth in Schedule 2.4(c), no action by (including any authorization, Consent or approval of), or in respect of, or filing, report, notice, registration, Permit, clearance, expiration or termination of waiting periods with, any Governmental Authority is required by or on behalf of the Company for, or in connection with, (i) the valid and lawful authorization, execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is (or with respect to Ancillary Agreements to be entered into after the date of this Agreement, will be) a party, (ii) the consummation of the Transactions by the Company or (iii)  the continuing operation of the business of the Company and its Subsidiaries following the Effective Time.

Section 2.5     Non-Contravention. Neither the authorization, execution, delivery, or performance by the Company of this Agreement or any Ancillary Agreement to which the Company is (or with respect to Ancillary Agreements to be entered into after the date of this Agreement, will be) a party, nor the consummation of the Transactions, will, directly or indirectly (with or without due notice or lapse of time or both):

(a)    subject to compliance with the requirements specified in clauses (a) through (c) of Section 2.4, result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Order or Legal Requirement that would be, or reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole;

(b)    except as set forth in Schedule 2.5(b), result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of or loss of benefits or give rise to any right of termination, cancellation, amendment, modification, suspension or revocation, or accelerate the performance required by, or require any action by (including any authorization, consent or approval) or notice to, or increase any payment to, any Person under, any of the terms, conditions or provisions of (i) any Disclosed Contract, or any Permits of the Company or its Subsidiaries, in each case that is material to the Company and its Subsidiaries, taken as a whole or (ii) the Charter Documents of the Company and its Subsidiaries; or

(c)    result in the creation or imposition of any material Lien on any material asset of the Company other than Permitted Liens, Liens under applicable securities laws, or Liens created by Parent.

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Section 2.6    Compliance. Except as set forth in Schedule 2.6, since January 1, 2020, the Company and each of its Subsidiaries has complied, in all material respects, with all, and is in compliance in all material respects with all, and is not in material violation of any, Legal Requirements with respect to the conduct of its business, assets, properties or the ownership or operation of its business. Except as set forth in Schedule 2.6, since January 1, 2020, no written notice or communication of material actual, potential or alleged noncompliance with any Legal Requirement has been received by the Company or any Subsidiary, and, to the Company’s Knowledge, as of the date hereof no such notice or communication has been delivered to any other Person.

Section 2.7    Capitalization.

(a)    Schedule 2.7(a) sets forth, as of the date of this Agreement, (i) the authorized capital stock of the Company, (ii) each holder of capital stock of the Company and the number and class or series (as applicable) of shares of capital stock beneficially held by each such Person, (iii) each Company Stock Option, including (1) the date of grant, (2) the exercise price (where applicable), (3) any applicable vesting schedule and expiration date and (4) whether each Company Stock Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code and (iv) each other purchase right, conversion right, exchange right, or other Contractual Obligation exercisable for, exchangeable for, or convertible into capital stock of the Company and the holders thereof (including the date of grant, the exercise price and the eligibility to convert or early exercise (where applicable) and any applicable vesting schedule and expiration date). All of the foregoing issued and outstanding equity interests of the Company (A) have been duly authorized and are validly issued, fully paid and non-assessable, (B) have been offered, sold and issued in compliance in all material respects with applicable Legal Requirements, including federal and state securities laws, all requirements set forth in the Company’s Charter Documents and in accordance in all material respects with any other applicable Contractual Obligation governing the issuance of such securities, (C) are not subject to any purchase option, call option, right of first refusal or first offer, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Company’s Charter Documents or any Contractual Obligation to which the Company or any of its Subsidiaries are a party or otherwise bound or, to the Company’s Knowledge, any other Contract and (D) to the Company’s Knowledge, are free and clear of all Liens (other than transfer restrictions under applicable securities Laws). The Company has no issued or outstanding equity interests other than the equity interests that are set forth on Schedule 2.7(a), and the Company does not hold any equity interests in its treasury.

(b)    Except as set forth on Schedule 2.7(b) (or, with respect to the Company Stock Options, as set forth on Schedule 2.7(a)), as of the date of this Agreement, neither the Company nor its Subsidiaries have granted any preemptive rights or other similar rights in respect of any capital stock, or any options, restricted stock, warrants, conversion rights, equity appreciation rights, redemption rights, repurchase rights, subscription rights, phantom units, profit participation rights, call rights, put rights, or other securities or Contractual Obligations that could require the Company or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any securities convertible into or exercisable or exchangeable for capital stock of the Company or any of its Subsidiaries, or any board nomination or observer rights. Except for the Transactions and as set forth on Schedule 2.7(b) (or, with respect to the Company Stock Options, as set forth on Schedule 2.7(a)), as of the date of this Agreement, there is no Contractual Obligation to which the Company or any of its Subsidiaries are party, or provision in the Charter Documents of the Company or any of its Subsidiaries, which obligates the Company or any of its Subsidiaries to acquire, repurchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, or issue or sell any other equity interest in respect of, any outstanding equity interest in the Company or any of its Subsidiaries. Except as otherwise expressly contemplated in any Ancillary Agreement, there is no voting trust, proxy, rights plan, anti-takeover plan, or other Contractual Obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to any equity interests of the Company or any of its Subsidiaries.

(c)    Except as set forth on Schedule 2.7(c), as of the date of this Agreement, neither the Company nor its Subsidiaries have any outstanding bonds, debentures, notes, or other obligations in which the holders have the

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right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the holders of shares of Company Capital Stock on any matter.

(d)    Other than any restricted shares of Company Common Stock and unvested Company Stock Options as set forth in Schedule 2.7(a), no outstanding equity interests of the Company are unvested or subjected to a repurchase option, risk of forfeiture, or other similar Contractual Obligation to which the Company is a party or is bound.

(e)    Except as set forth on Schedule 2.7(e), (i) each outstanding Company Stock Option has an exercise price that has been determined by the Company’s Board of Directors in good faith, based on an independent valuation, to be at least equal to the fair market value of a share of Company Common Stock as of the date of the corporate action authorizing the grant and (ii) all Company Stock Options have been issued in compliance, in all material respects, with the applicable equity plan of the Company and all applicable Laws and properly accounted for in all material respects in accordance with the U.S. GAAP.

Section 2.8    Financial Matters.

(a)    Financial Statements. Parent has been furnished with the Company’s consolidated financial statements as set forth in Schedule 2.8(a) hereto (the “Financial Statements”), which (i) comprise (A) the audited consolidated balance sheets as of December 31, 2020, and December 31, 2021, the audited consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2020, and December 31, 2021, and the condensed notes thereto and accompanied by an unqualified report of the PCAOB Auditor and (B) the unaudited consolidated balance sheets as of June 30, 2022 (the “Most Recent Balance Sheet” and the date thereof, the “Most Recent Balance Sheet Date”), and the unaudited consolidated statements of operations, stockholders’ equity and cash flows for the six (6)-month period ended June 30, 2022, and (ii) comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act, and the Securities Act applicable to a registrant.

(b)    Compliance with U.S. GAAP. The Financial Statements (including any notes thereto) (i) have been prepared from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries, (ii) have been prepared, in all material respects, in accordance with U.S. GAAP consistently applied throughout the periods covered thereby and (iii) fairly present, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries on the dates and for the periods specified therein, all in accordance with U.S. GAAP (subject, in the case of unaudited Financial Statements, to normal audit adjustments that are not expected, individually or in the aggregate, to be material and the absence of notes or inclusion of limited footnotes). Neither the Company nor any of its Subsidiaries is or has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

(c)    Absence of Undisclosed Liabilities. The Company does not have any Liabilities required by U.S. GAAP to be reflected in a balance sheet or disclosed in notes thereto, other than any such Liabilities (i) included in the Most Recent Balance Sheet, (ii) incurred in the ordinary course of business subsequent to the Most Recent Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, misappropriation or violation of Law), (iii) incurred with respect to this Transaction, (iv) listed on Schedule 2.8(c) or (v) incurred outside of the ordinary course of business which would not be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor its Subsidiaries are a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(d)    Controls. The Company and its Subsidiaries have established and maintain a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, and (ii) transactions are recorded as necessary to permit preparation of the Financial Statements in conformity with GAAP and to maintain asset accountability. Except as

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set forth in Schedule 2.8(d), since January 1, 2020, (a) as applicable to the Company, neither the PCAOB Auditor, nor any other independent public accounting firm engaged by the Company, has reported to the Company any “material weaknesses” or “significant deficiencies” in the system of internal accounting controls utilized by the Company and its Subsidiaries and (b) the Company and its Subsidiaries have not received any written complaint, allegation, assertion or claim of fraud, whether or not material, that involves management or other employees of the Company and its Subsidiaries who have a significant role in the internal controls over financial reporting of the Company and its Subsidiaries.

(e)    Loans. As of the date of this Agreement, there are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer or director of the Company or any of its Subsidiaries.

(f)    Indebtedness. Schedule 2.8(f) sets forth a list of all Indebtedness of the Company and its Subsidiaries, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the issuer thereof. The Company and its Subsidiaries have positive Net Debt as of the date of this Agreement.

Section 2.9    Absence of Certain Developments. Since the Most Recent Balance Sheet Date, and except as contemplated by this Agreement, (a) there has not been a Company Material Adverse Effect, (b) the operations of the business of the Company and its Subsidiaries have been conducted in the ordinary course of business (aside from steps taken in contemplation of the Transactions and Public Health Measures) and (c) except as set forth in Schedule 2.9(c), neither the Company nor any Subsidiary has taken any action that would have required the prior written consent of Parent under Section 4.1(b) if such action had been taken on or after the date hereof and prior to the Closing.

Section 2.10    Condition and Sufficiency of Assets. The Company or one of its Subsidiaries has good and valid title to, or a valid leasehold interest in, or adequate rights to use, all material tangible assets held for use in the business as currently conducted as of the date hereof (the “Assets”). As of the date hereof, the Assets are free and clear of all Liens, except for Permitted Liens and those Liens listed in Schedule 2.10, and the Assets, taken as a whole, are in good operating condition, subject to normal wear and tear, and are suitable for the purposes for which they are currently used, except where such Lien or condition of an Asset would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. For the avoidance of doubt, the representations in this paragraph do not relate to Intellectual Property Rights, which are covered solely in Section 2.12 below.

Section 2.11    Real Property.

(a)    Neither the Company nor its Subsidiaries own any real property.

(b)    Schedule 2.11(b) sets forth a complete list of the addresses of all properties leased, subleased or licensed by the Company or any Subsidiary (“Leased Real Property”). Schedule 2.11(b) also identifies, with respect to each parcel of Leased Real Property, each lease, sublease, or other Contractual Obligation under which such Leased Real Property is occupied or used (“Real Property Leases”). There are no options or other contracts under which the Company or any Subsidiary has a right or obligation to acquire or lease any interest in any material Leased Real Property. The Company has made available to Parent accurate and complete copies of the Real Property Leases, in each case as amended or otherwise modified and in effect.

Section 2.12    Intellectual Property.

(a)    Non-Infringement. Except as set forth in Schedule 2.12(a), neither the Company nor any Subsidiary has received any written charge, complaint, claim, demand or notice alleging any infringement, misappropriation, or violation of the Intellectual Property Rights of any third party. To the Company’s

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Knowledge, neither the operation of the Company’s or any Subsidiary’s business as is currently conducted, nor any of the Company Services offered, marketed, licensed, provided, sold, developed, distributed or otherwise exploited by the Company or any Subsidiary, infringes, conflicts with, dilutes, misappropriates, or otherwise violates any Intellectual Property Rights of any other Person. The Company IP Registrations that have been issued or are registered are not the subject of any challenge relating to the validity or enforceability of such Company IP Registrations. Except as set forth on Schedule 2.12(a), to the Company’s Knowledge, no Person is infringing, misappropriating, or otherwise violating any Company Intellectual Property Rights.

(b)    Scheduled Intellectual Property Rights. Schedule 2.12(b) identifies a true and complete list of all issued patents, registered trademarks, registered copyrights and domain name registrations and all pending applications for any of the foregoing, that are owned by the Company or any Subsidiary (collectively, the “Company IP Registrations”). Schedule 2.12(b) lists for each Company IP Registration (i) the record owner of such item, (ii) the jurisdictions in which such item has been issued or registered or filed, (iii) the issuance, registration or application date, as applicable, for such item and (iv) the issuance, registration or application number, as applicable, for such item. Each of the Company IP Registrations that is registered or issued is subsisting and, to the Company’s Knowledge, is valid and enforceable and has not been held invalid or unenforceable by any applicable Governmental Authority. As of the date of this Agreement, no issuance or registration obtained has been canceled, abandoned, allowed to lapse or not renewed, except where such Company or Subsidiary has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application.

(c)    Ownership; Sufficiency. The Company or its Subsidiaries own all right, title and interest in and to the Company Intellectual Property Rights, free and clear of all Liens, other than Permitted Liens. The Company Intellectual Property Rights and Licensed Intellectual Property Rights include all Intellectual Property Rights owned by or licensed to the Company and its Subsidiaries and such Company Intellectual Property Rights are sufficient for the operation and conduct of the businesses of the Company and its Subsidiaries as currently being conducted and the exploitation of Company Services. Except as set forth on Schedule 2.12(c) no Company Intellectual Property Rights are subject to any Action, Contractual Obligation, or order of a Governmental Authority (other than contracts entered into in the ordinary course of business granting Intellectual Property Rights to or by the Company or any Subsidiary, or office actions connected with the prosecution of Intellectual Property Rights) that restricts the use, transfer or licensing thereof by the Company or its Subsidiaries in the ordinary course of business consistent with past practices. No royalties, license or other fees are payable by the Company or its Subsidiaries to any Person by reason of the ownership or use of any of the Company Intellectual Property Rights, other than fees payable under standard, non-negotiated end user licenses entered into in the ordinary course for commercially available Software.

(d)    Trade Secrets. The Company and/or one or more of its Subsidiaries, as appropriate, have exercised reasonable discretion consistent with industry norms to protect the secrecy and confidentiality of all material trade secrets used in the businesses of the Company and its Subsidiaries. Neither the Company nor any Subsidiary has disclosed to any Person (including any employees, contractors, and consultants) any such trade secret, except under a confidentiality agreement or other legally binding confidentiality obligation, and, to the Company’s Knowledge, there has not been any material breach by any counterparty to any such confidentiality agreement. All Persons who contributed to the conception, creation or development of any Company Intellectual Property Rights have irrevocably assigned to the Company or its Subsidiaries all of their rights and interests therein that do not vest with the Company or its Subsidiaries initially by operation of law, except with respect to Intellectual Property Rights that are not used in (i) the operation or conduct of the businesses of the Company and its Subsidiaries or (ii) any Company Services. No Company Intellectual Property Rights were developed with the use of funds provided by a governmental or educational institution where such governmental or educational institution acquired any rights to such Company Intellectual Property Rights.

(e)    Company Source Code. Neither the Company nor any Subsidiary has disclosed, delivered or licensed to any Person, agreed or obligated itself to disclose, deliver or license to any Person or authorized the

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disclosure or delivery to any escrow agent or other Person of, any Company Source Code, other than employees and contractors in their course of performing services for Company and its Subsidiaries and excluding Company Source Code disclosed in connection with any open source code detection scan, quality, security and penetration testing or other diligence conducted in connection with the transaction contemplated by this Agreement. No proprietary, confidential Company Source Code with respect to Company Services is subject to an Open Source Materials license that requires, as a condition of use, modification and/or distribution of such Open Source Materials that any such Company Source Code be (i) disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works or (iii) be redistributable at no charge. Except as set forth on Schedule 2.12(e), the Company and its Subsidiaries are not in material breach or default under any agreement pursuant to which the Company or a Subsidiary has obtained Licensed Intellectual Property Rights, including Open Source Materials, and the Company and its Subsidiaries have purchased a sufficient number of seat licenses for the Business Systems.

(f)    Technical Deficiencies. To the Company’s Knowledge, there are, and since January 1, 2020, there have been, no bugs, errors or defects (collectively, “Technical Deficiencies”) in any of the commercially available Company Services that would prevent or have prevented the same from performing substantially in accordance with their published specifications or user documentation other than Technical Deficiencies that have been fully resolved in the ordinary course.

(g)    Malicious Code. The Company and each Subsidiary has taken reasonable actions consistent with industry norms to protect the security and integrity of its Business Systems, including by implementing industry-standard procedures applicable to similarly situated entities and designed to prevent unauthorized access and the introduction of any virus, worm, Trojan horse or similar disabling code or program (“Malicious Code”). To the Company’s Knowledge, there is no Malicious Code in the Company Source Code or Business Systems, and neither the Company nor any Subsidiary has received any written complaints from customers or other third parties about any Malicious Code within the Company Services or Technical Deficiencies beyond Technical Deficiencies that have not been fully resolved in the ordinary course.

Section 2.13    Data Privacy.

(a)    To the Company’s Knowledge, since January 1, 2020, there has not been an actual or alleged data security breach or any unauthorized access, use, loss, disclosure, or publication of any Personal Confidential Information owned, used, maintained, received, or controlled by or on behalf of the Company or any Subsidiary, including any unauthorized access, use, disclosure, or publication of Personal Confidential Information that would constitute a breach for which notification to individuals and/or Governmental Authorities is required under any applicable Information Privacy and Security Laws to which the Company or such Subsidiary is subject, and the Company or any of its Subsidiaries is not aware of any facts suggesting a material risk of the foregoing. The consummation of the contemplated transaction shall not result in any material liabilities in connection with such applicable Information Privacy and Security Laws.

(b)    The collection, maintenance, transmission, transfer, use, disclosure, storage, disposal, and security of Personal Confidential Information by the Company and each Subsidiary since January 1, 2020, has complied in all material respects with (i) applicable Information Privacy and Security Laws, (ii) Disclosed Contracts that govern Personal Confidential Information, (iii) Payment Card Industry Data Standards and (iv) applicable privacy policies of the Company and each Subsidiary.

(c)    The Company and each Subsidiary has established and maintains technical, physical, and organizational measures that are reasonably designed to protect the data collected or stored in connection with the marketing, delivery, or use of any Company Service, including Personal Confidential Information processed in connection with use of any Company Service, in material compliance with all Information Privacy and Security Laws. The Company and its Subsidiaries own, lease, license or otherwise have the legal right to use the Business Systems, and, to the Company’s Knowledge, such Business Systems are sufficient for the immediate

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and the presently anticipated future needs of the Company and its Subsidiaries. The Company and each of its Subsidiaries have implemented industry standard disaster recovery and business continuity plans and procedures. Since January 1, 2020, there has not been a material failure with respect to the Business Systems that has not been remedied or replaced in all material respects.

(d)    The Company and each of its Subsidiaries have in place reasonable policies and procedures for the proper collection, processing, transfer, disclosure, sharing, storing, security and use of Personal Confidential Information that comply with Information Privacy and Security Laws in all material respects.

(e)    The Company and each of its Subsidiaries have not been and are not currently: (a) under audit or investigation by any Governmental Authority or (b) subject to any written complaint or notice of any proceeding, investigation, demand, audit, action or claim regarding Personal Confidential Information or any alleged violation of any Information Privacy and Security Laws by the Company and each of its Subsidiaries.

(f)    The performance of this Agreement will not violate (a) any Information Privacy and Security Laws or (b) any other privacy or data security requirements or obligations imposed under any contracts on the Company and each of its Subsidiaries. Upon execution of this Agreement, the Company and each of its Subsidiaries shall continue to have the right to use and process any Personal Confidential Information collected, processed or used by them before the signature date of this Agreement in order to be able to conduct the ordinary course of their business.

Section 2.14    Permits. The Company and each Subsidiary, as applicable, has been duly granted all Permits reasonably necessary for the conduct of the business presently conducted by it and the ownership use and operation of its material assets other than any such Permits which if not held by the Company or any of its Subsidiaries would not have a Company Material Adverse Effect. All such Permits are in full force and effect, and no suspension or cancellation of any of the Permits is pending or to the Company’s Knowledge threatened in writing, except where such suspension or cancellation would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all material Permits, all of which material Permits are listed on Schedule 2.14. Since January 1, 2020, neither the Company nor any Subsidiary is in violation of the terms of any Permit, except where such violation would not reasonably be expected to have a Company Material Adverse Effect.

Section 2.15    Tax Matters.

(a)    The Company and each of its Subsidiaries has timely filed, or has caused to be timely filed on its behalf, all income and other material Tax Returns in each jurisdiction in which the Company or any of its Subsidiaries is required to file Tax Returns (taking into account all available extensions). All such Tax Returns were true, correct and complete in all material respects. All material Taxes (including, for the avoidance of doubt, sales, use, value added, and similar Taxes) owed by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid. Neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return (other than validly obtained automatic extensions). No written claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns or pay Taxes of a certain type that it is or may be subject to tax of such type by that jurisdiction.

(b)    There is no outstanding audit or examination concerning any Taxes or Tax Return of the Company or any of its Subsidiaries and the Company has not been notified that any such audit or examination has been claimed, threatened, or raised (in each case in writing) by a Governmental Authority.

(c)    There is no Tax deficiency outstanding, proposed in writing or assessed against the Company or any of its Subsidiaries, which deficiency has not been satisfied by payment, settled or withdrawn, nor has the Company or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

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(d)    No adjustment relating to any Tax Returns filed by the Company or any of its Subsidiaries has been proposed in writing by any Governmental Authority.

(e)    No power of attorney that has been granted by the Company with respect to a Tax matter is currently in effect.

(f)    Neither the Company nor any of its Subsidiaries has ever been included in any “consolidated,” “unitary,” “combined,” or similar Tax Return provided for under any Legal Requirements as a member of an affiliated group within the meaning of Section 1504 of the Code or otherwise (other than a group including only the Company and its Subsidiaries), and has no liability for the Taxes of any other Person, under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law, or by reason of any agreements, contracts, or arrangements as a successor or transferee or otherwise, in each case, other than a Contractual Obligation entered into in the ordinary course of business and not primarily related to Taxes (a “Customary Agreement”). Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing agreement providing for the allocation of Taxes among members of an affiliated, consolidated, combined or unitary group, or any Tax receivable, Tax allocation, Tax indemnity or similar agreements, other than any such agreement (i) as to which only the Company and/or its Subsidiaries is a party or (ii) a Customary Agreement. The Company and its Subsidiaries have timely paid all material amounts of Taxes required to be paid by or on behalf of them pursuant to any Customary Agreement. No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been requested, entered into or issued by any Governmental Authority with respect to the Company or any of its Subsidiaries which agreement or ruling would have binding effect on Parent or the Company or any of its Subsidiaries after the Closing.

(g)    Neither the Company nor any of its Subsidiaries is currently subject to any Liens, other than Liens described in clause (a) of the definition of Permitted Liens, imposed on any of its assets as a result of the failure or alleged failure of the Company or any such Subsidiary to pay Taxes.

(h)    Neither the Company nor any of its Subsidiaries has any liability for any unpaid Taxes which have not been accrued for or reserved on the Most Recent Balance Sheet, whether asserted or unasserted, contingent or otherwise, and no material amount of unpaid Taxes of the Company or any of its Subsidiaries has been incurred since the Most Recent Balance Sheet Date, other than in the ordinary course of business of the Company and its Subsidiaries. The Company and its Subsidiaries have each used at all times during their existence the accrual method of accounting for income Tax purposes.

(i)    Neither Company nor any of its Subsidiaries is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(j)    Neither Company nor any of its Subsidiaries (or any predecessor thereof) has been a “distributing corporation” or a “controlled corporation” (as such terms are defined in Section 355 of the Code) in a transaction purported or intended to be governed by Section 355 or Section 361 of the Code (or any similar provision of state, local or non-U.S. Law).

(k)    Except as set forth in Schedule 2.15(k), neither Company nor any of its Subsidiaries will be required to include any material item of income, or exclude any material item of deduction, for any taxable period (or portion thereof) after the Closing Date as a result of: (i) an installment sale transaction occurring before the Closing governed by Section 453 of the Code (or any similar provision of state, local or non-U.S. Legal Requirements) or open transaction occurring before the Closing; (ii) a disposition occurring before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar provision of state, local, or non-U.S. Legal Requirements); (iii) any prepaid amounts received prior to the Closing or deferred revenue realized, accrued or received prior to the Closing; (iv) a change in method of accounting under

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Section 481 of the Code or any similar provision of state, local or non-U.S. Law for any taxable period (or portion thereof) ending on or prior to the Closing Date (or as a result of an impermissible method used prior to Closing); (v) an agreement entered into with any Governmental Authority (including a “closing agreement” under Section 7121 of the Code) prior to the Closing; (vi) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Legal Requirements); (vii) any “Subpart F income” under Section 951 of the Code as a result of any investment made or transaction closed on or prior to the Closing Date; (viii) any “global intangible low-taxed income” within the meaning of Section 951A of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) of Company or any of its Subsidiaries attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date; (ix) any COVID-19 Response Law; (x) any investment in “United States property” (as defined in Code Section 956(c)) made prior to the Closing Date by any of the Company’s Subsidiaries that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code; or (xi) any gain recognition agreement under Section 367 of the Code. The Company has not made any election under Section 965(h) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law).

(l)    Neither the Company nor any of its Subsidiaries has taken, intends to take, or has agreed to take any action or is aware of any fact or circumstance that would prevent or impede, or would reasonably be expected to prevent or impede, the Merger from qualifying for the Intended Tax Treatment.

(m)    Except as set forth in Schedule 2.15(m), no Subsidiary of the Company that is incorporated in a jurisdiction outside of the United States (i) is a “controlled foreign corporation” as defined in Section 957 of the Code, (ii) is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or (iii) has received written notice from the IRS claiming that it may be subject to U.S. federal income Tax as a result of being engaged in a trade or business within the United States within the meaning of Section 864(b) of the Code or having a permanent establishment in the United States, which notice or claim has not since been withdrawn.

(n)    Neither the Company nor any of its Subsidiaries organized in the United States has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(o)    Schedule 2.15(o) lists the U.S. federal and state income tax classification of the Company and each of its Subsidiaries and, except as set forth in Schedule 2.15(p), such classification has not changed since the formation of each such entity.

Section 2.16    Employee Benefit Plans.

(a)    Schedule 2.16(a) lists all Employee Plans that the Company or a Subsidiary sponsors or maintains, or to which the Company or a Subsidiary contributes or is obligated to contribute, in each case, for the benefit of current or former employees, directors, or consultants, or with respect to which the Company or any Subsidiary has any direct or contingent liability. With respect to each Employee Plan, the Company has made available to Parent accurate and complete copies of each of the following, to the extent applicable: (i) the plan document (including written summaries of any Employee Plan that is not in writing), together with all amendments thereto, and any trust agreements, (ii) the most recent IRS determination letter, (iii) any summary plan descriptions or employee handbooks, (iv) any non-routine correspondence with any Governmental Authority since January 1, 2020, and (v) the most recent Form 5500.

(b)    Each Employee Plan, including any associated trust or fund, has been administered in all material respects in accordance with its terms and applicable Legal Requirements. All contributions, reserves, or premium payments required to be made or accrued as of the date hereof to the Employee Plans have been timely made or accrued in all material respects. There is no pending or, to the Company’s Knowledge, threatened Action relating

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to an Employee Plan, other than routine claims in the ordinary course of business for benefits provided for by the Employee Plans. To the Company’s Knowledge, there are no audits, inquiries, or Actions pending or threatened by any Governmental Authority with respect to any Employee Plan.

(c)    The Company and its Subsidiaries have no and have never incurred any direct or contingent obligation (including as an ERISA Affiliate) with respect to any plan subject to Title IV of ERISA or any plan that provides or promises post-employment welfare benefits (other than as required by Section 4980B of the Code or similar state or local law).

(d)    There are no commitments to establish any new Employee Plan, or to modify any Employee Plan, except as set forth in this Agreement or the Ancillary Agreements.

(e)    Except as set forth in Schedule 2.16(e), each Employee Plan subject to ERISA can be amended, terminated, or otherwise discontinued after the Closing in accordance with its terms without material liability to Parent or the Company, other than ordinary administration expenses and amounts payable for benefits accrued but not yet paid.

(f)    Except as set forth in Schedule 2.16(f), neither the execution and delivery of this Agreement nor the consummation of the Transactions could, alone or in combination with any other event, (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any employee, manager, officer, member of the board of directors, or consultant of the Company under any Employee Plan or otherwise, (ii) increase any benefits otherwise payable under any Employee Plan, (iii) result in the acceleration of the time of payment or vesting of any such benefits, (iv) result in the acceleration of vesting of any Company Stock Options or (v) result in any payment that would be reasonably expected to be nondeductible pursuant to Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross up, indemnify or otherwise reimburse any current or former employee, manager, officer, director, consultant or other service provider for any Tax incurred by such individual, including under Section 409A or 4999 of the Code.

Section 2.17    Labor Matters.

(a)    Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, and, to the Company’s Knowledge, there are no activities or proceedings, or threats thereof, of any labor union to organize any such employees. There have been no strikes, work slowdowns, work stoppages, lockouts or other similar organized labor activity between any employees of the Company or any Subsidiary, on the one hand, and the Company or any Subsidiary, on the other hand, and no such activities are presently underway or, to the Company’s Knowledge, threatened.

(b)    True and complete information as to the name and current job title, date of hire, base salary or wage rate, target bonus, and any severance entitlements for all current employees of the Company has been made available to Parent. Other than as set forth in Schedule 2.17(b), each employee of the Company and its Subsidiaries is terminable “at will” subject to applicable severance entitlements or notice periods as set forth by Legal Requirements, or in any applicable employment agreement, other than employment which may be terminated with ten (10) days’ notice or less.

(c)    To the Company’s Knowledge, as of the date hereof, none of the officers of the Company or its Subsidiaries presently intends to terminate his or her employment with the Company (whether as a result of the Transactions or otherwise). The Company and each Subsidiary is in compliance in all material respects and, to the Company’s Knowledge, each of its or the Subsidiaries’ employees and consultants is in compliance in all material respects with the terms of the respective employment and consulting agreements between the Company or one of its Subsidiaries and such individuals.

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(d)    The Company and each Subsidiary have complied in all material respects with all Legal Requirements respecting hiring, employment, termination of employment, employment practices, terms and conditions of employment, employment discrimination, harassment, retaliation, reasonable accommodation, wages and hours, classification of individuals as employees or independent contractors and employee health and safety, and neither the Company nor any Subsidiary is liable for any arrears of wages or penalties with respect thereto. All amounts that the Company and each Subsidiary is legally required to withhold from its employees’ wages and to pay to any Governmental Authority as required by Legal Requirements have been withheld and paid or accrued as a liability in the financial statements. Except as set forth in Schedule 2.17(d), there are no pending, or, to the Company’s Knowledge, threatened in writing, material Actions against the Company or any Subsidiary by any employee in connection with such employee’s employment or termination of employment by the Company or such Subsidiary.

(e)    Except as set forth in Schedule 2.17(e), no employee or former employee of the Company or any of its Subsidiaries is owed any earned wages, benefits or other compensation for past services that has not yet been paid or reimbursed (other than wages, benefits, and compensation accrued in the ordinary course of business during the current pay period and any accrued benefits for services, which, by their terms or under applicable Legal Requirements, are payable in the future, such as accrued vacation, recreation leave, accrued bonuses for 2020, and severance pay).

Section 2.18    Environmental Matters. Except as set forth in Schedule 2.18 or as would not have a Company Material Adverse Effect, (a) since January 1, 2020, the Company and each Subsidiary has been in material compliance with all applicable Environmental Laws, (b) to the Company’s Knowledge, there has been no release of any Hazardous Substance by the Company or any Subsidiary on or upon the environment of any site (including soils, groundwater, surface water and air) currently owned or leased by the Company or any Subsidiary or owned or leased by the Company or any Subsidiary in the last three (3) years, (c) except as set forth in Schedule 2.18, neither the Company nor any Subsidiary has received any written notice, demand, report, Order, directive, letter, claim or request for information alleging that the Company or any Subsidiary may be in violation of or liable under any Environmental Law and (d) to the Company’s Knowledge, there are no underground storage tanks located on, no PCBs (polychlorinated biphenyls) or PCB-containing equipment used or stored on, and no Hazardous Substance stored on, any site owned or operated by the Company or any Subsidiary, except in compliance with Environmental Laws.

Section 2.19    Contracts.

(a)    Schedule 2.19 lists, as of the date of this Agreement, each of the following Contractual Obligations (other than Employee Plans of the Company) to which the Company or any Subsidiary is bound (such Contracts as are required to be set forth on the corresponding subsection of Schedule 2.19, each, a “Disclosed Contract”):

(i)    any Contractual Obligation with annual consideration in excess of $200,000 with respect to a dealer, distributor, referral, or similar agreement, or any Contractual Obligation providing for the grant by the Company of rights to market or sell Company Services on behalf of the Company to any other Person;

(ii)    any Contractual Obligation pursuant to which a partnership, joint venture, collaboration or other similar Contractual Obligation was established;

(iii)    any Contractual Obligation made (A) providing for the grant of any preferential rights of first offer or first refusal to purchase or lease any material asset, (B) providing for any exclusive right to sell or distribute, or otherwise relating to the exclusive sale or distribution of, any Company Service or (C) pursuant to which any other Person is granted “most favored nation” pricing or customer status or similar restriction with respect to any Company Services;

(iv)    any Contractual Obligation (other than (a) “shrink wrap” and similar generally available commercial end-user licenses to software procured for license fees not in excess of $200,000 in the

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aggregate and (b) non-disclosure and confidentiality agreements entered in the ordinary course of business) to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary licenses from any Person any Intellectual Property Rights used in the development, licensing or provision of the Company Services;

(v)    any Contractual Obligation, outside the ordinary course of business, containing any indemnification, warranty, support, maintenance, or service that represents a material obligation of the Company or any Subsidiary to pay an amount in excess of $200,000;

(vi)    any Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other basis or otherwise providing base compensation to any officer, director, employee or consultant in excess of $200,000 per year, in each case which is not terminable on advance notice without penalty or severance payment;

(vii)    any Contractual Obligation that (A) purports to materially limit either the type or line of business in which the Company or any Subsidiary (or, after the Closing, Parent or one of its Subsidiaries or Parent’s successors or assigns) may engage, the geographic area or any period of time in which any of them may engage in any business, the solicitation by any of them of the employment of any Person or the ability of any of them to sell or purchase from any Person or (B) would require the disposition of any material assets or line of business of the Company or any Subsidiary (or, after the Closing, Parent or one of its Subsidiaries or Parent’s successors or assigns);

(viii)    any Contractual Obligation relating to (A) the disposition of any portion of the material assets or business of the Company or any Subsidiary outside the ordinary course of business or (B) the acquisition by merger, consolidation, equity or asset purchase, or any other manner, of any Person or a line of business of any Person outside the ordinary course of business, in each case, pursuant to which the Company has any continuing payment obligations, including with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation, or material continuing indemnification obligations;

(ix)    any Contractual Obligation under which the Company or any Subsidiary has advanced or loaned an amount to, or received a loan, note, or other instrument, agreement, or arrangement for or relating to the borrowing of money from, any of its shareholders, employees, managers, officers or members of the board of directors with obligations outstanding as of the date of this Agreement;

(x)    any Contractual Obligation (or group of related Contractual Obligations) the outstanding performance of which mandates future payment of consideration in excess of $400,000 per annum;

(xi)    any guaranty (or similar obligations, such as “makewell agreements”) by the Company, Subsidiary, or any Affiliate of any obligation of another in excess of $200,000;

(xii)    any Contractual Obligation requiring the Company to register any equity interests under the applicable United States securities Laws;

(xiii)    any settlement, conciliation or similar Contractual Obligation relating to an Action of the Company or its Subsidiaries that has been entered into on or after December 31, 2020, and (A) contemplates payment by the Company or its Subsidiaries of any amount in excess of $200,000 or (B) was brought by an equityholder or Affiliate of the Company or its Subsidiaries;

(xiv)    any Contractual Obligation to which the Company or any Subsidiary is a party and pursuant to which it is a licensor or otherwise grants to a third party any Company Intellectual Property Rights or the right to have Company Source Code deposited into a source code escrow account, other than (a) non-exclusive licenses granted in the ordinary course in connection with the Company Services and (b) non-disclosure and confidentiality agreements entered into by the Company or any Subsidiary in the ordinary course of business, that do not materially deviate from the Company’s standard form(s) of non-exclusive, outbound license agreements;

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(xv)    any Contractual Obligation for the development of Intellectual Property Rights by or for the benefit of the Company or any Subsidiary, other than employee invention assignment agreements and agreements with contractors for the development of Intellectual Property Rights entered into in the ordinary course of business;

(xvi)    any Contractual Obligation providing for payment or acceleration of benefits in connection with the transactions contemplated by this Agreement, including any Contract that provides change in control, transaction, retention or similar bonuses; and

(xvii)    any Real Property Lease.

(b)    The Company has made available to Parent true, accurate and complete copies of each Disclosed Contract, in each case, as amended or otherwise modified and currently in effect. Each Disclosed Contract is in full force and effect and is a valid, legal, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party to such Contractual Obligation. Neither the Company, any Subsidiary, nor, to the Company’s Knowledge, any other party to any Disclosed Contract is in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would become a breach of or default or would permit termination of, or a modification or acceleration thereof by any party to under any Disclosed Contract. Since January 1, 2020, through the date hereof, neither the Company nor its Subsidiaries has received written notice of (i) any material breach or default under any Disclosed Contract or (ii) the intention of any third party under any Disclosed Contract (including any Governmental Authority) to cancel, terminate or modify in any material respect the terms of any such Disclosed Contract, or accelerate the obligations of the Company or its Subsidiaries thereunder.

(c)    Except as set forth in Schedule 2.19(c), all Disclosed Contracts are being performed without any party thereto relying on or claiming any force majeure provisions to excuse non-performance or performance delays arising out of the COVID-19 pandemic or Public Health Measures or for any other reason.

Section 2.20    Customers and Suppliers.

(a)    Schedule 2.20(a) sets forth the top ten Customers of the Company and its Subsidiaries for the years ended December 31, 2020 and 2021 (collectively, the “Material Customers”). To the Company’s Knowledge as of the date hereof, no such Material Customer has expressed in writing to the Company or any Subsidiary (i) its intention to cancel or otherwise terminate, or materially reduce, its relationship with the Company or a Subsidiary, taken as a whole or (ii) that the Company or such Subsidiary is in material breach of the terms of any Contractual Obligation with any such Material Customer. To the Company’s Knowledge as of the date hereof, no Material Customer has asserted or threatened in writing a force majeure event or provided written notice of an anticipated inability to perform, in whole or in part, arising out of the COVID-19 pandemic with respect to a material Contractual Obligation.

(b)    Schedule 2.20(b) sets forth the top ten vendors to and/or suppliers of the Company and its Subsidiaries for the years ended December 31, 2020 and 2021 (collectively, the “Material Suppliers”). To the Company’s Knowledge as of the date hereof, no such Material Supplier has expressed in writing to the Company or any Subsidiary (i) its intention to cancel or otherwise terminate, or materially reduce, its relationship with the Company or a Subsidiary, taken as a whole or (ii) that the Company or such Subsidiary is in material breach of the terms of any Contractual Obligation with such Material Supplier. To the Company’s Knowledge as of the date hereof, no Material Supplier has asserted or threatened in writing a force majeure event or provided written notice of an anticipated inability to perform, in whole or in part, arising out of the COVID-19 pandemic with respect to a material Contractual Obligation.

Section 2.21    Affiliate Transactions. Other than as set forth in Schedule 2.21 or pursuant to an Ancillary Agreement, no officer or director or to the Company’s Knowledge, any equityholder or Affiliate of the Company

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or any Subsidiary, or any immediate family member of the foregoing Person: (a) has any material interest in any material asset owned or leased by the Company or used in connection with the business of the Company or any Subsidiary, (b) has received a loan from the Company or any Subsidiary in the last three (3) years or has received a loan from the Company or any Subsidiary that is outstanding as of the date of this Agreement or (c) is engaged in any transaction, arrangement, or understanding with the Company or any Subsidiary and the amount involved with respect to such transaction, arrangement or understanding exceeds $120,000 (each, an “Affiliate Agreement”), other than through his or her employment with the Company or any Subsidiary, the ownership of equity interests, payments made to, and other compensation provided to, officers and directors (or equivalent) in the ordinary course of business.

Section 2.22    Litigation. Except as set forth in Schedule 2.22, there is no Action pending or, to the Company’s Knowledge, threatened in writing, against or involving (a) the Company or any Subsidiary (either as plaintiff or defendant), (b) any of their respective managers, officers, directors or management-level employees (in each case in their capacities as such) (in each case of clause (a) through (b), seeking material non-monetary relief or involving an amount in controversy in excess of $100,000 individually or in the aggregate) or (c) any of the foregoing in such capacity in a criminal Action. To the Company’s Knowledge, no allegations of sexual harassment, discrimination, retaliation, bullying or other misconduct have been made since January 1, 2020, against any management-level employee, manager, officer or member of the board of directors of the Company or any Subsidiary.

Section 2.23    Insurance. Schedule 2.23 sets forth a list of the material insurance policies that cover the Company and its Subsidiaries. The Company has made available to Parent true and accurate copies of each such policy. Each such policy is legal, valid, binding, and enforceable in accordance with its terms, in full force and effect (or has been renewed), all premiums due and payable thereon have been paid in full, neither the Company nor any Subsidiary is in material breach or default with respect to its obligations under any of such policies (including any such breach or default with respect to the giving of notice of claims) and, to the Company’s Knowledge, no event has occurred which (with or without notice or the lapse of time or both) would constitute a material breach or default, and no written notice of pending material premium increase, cancellation, non-renewal, disallowance or reduction in coverage or claim or termination has been received by the Company or any Subsidiary, in each case, except where such failure, default, breach or termination was not or would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. No claim by the Company or its Subsidiaries is pending under any such policies as to which coverage has been denied or disputed, or rights reserved to do so, by the underwriters thereof. The coverages provided by such insurance policies are believed by the Company to be reasonably adequate in amount and scope for the Company’s and its Subsidiaries’ business and operations.

Section 2.24    Brokers. Except as set forth in Schedule 2.24, no investment banker, financial advisor, broker, or finder has acted for or on behalf of the Company or any Affiliate in connection with this Agreement, any Ancillary Agreement or the Transactions, and the Company has not entered into any agreement with any Person which will result in the obligation of the Company or its Subsidiaries or Parent to pay any finder’s fee, brokerage fees, commission or similar compensation in connection with the Transactions.

Section 2.25    Anti-Corruption Matters.

(a)    Since January 1, 2020, neither the Company nor any Subsidiary, nor, to the Company’s Knowledge, any of its Representatives, or any other Person acting for or on behalf of them is or has been (i) a Person named on any Economic Sanctions Laws or Export Control Laws-related list of designated Persons maintained by a Governmental Authority; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Economic Sanctions Laws or Export Control Laws; (iii) an entity owned, directly or indirectly, individually or in the aggregate, fifty (50) percent or more by one or more Persons described in clauses (i) and (ii); (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) through (iii) or any country or territory which is or has, since January 1, 2020, been the

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subject of or target of any Economic Sanctions Laws or Export Control Laws or (v) engaged in any activity or conduct that has resulted or will result in the violation of any applicable Anti-Corruption Laws, Economic Sanctions Laws, or Export Control Laws.

(b)    The Company and each Subsidiary has in place commercially reasonable procedures to prevent violation of any Anti-Corruption Laws, Economic Sanctions Laws or Export Control Laws by their Affiliates and Representatives.

(c)    Since January 1, 2020, (i) none of the Company, any Subsidiary, any director, officer or employee of the Company or any Subsidiaries or, to the Company’s Knowledge, any of its or their other Representatives or other Persons acting on its or their behalf is or has been the subject of any Action, filings, disclosures, Order, investigation, inquiry, litigation, or administrative or enforcement proceeding by any Governmental Authority regarding any offense or alleged offense under any Anti-Corruption Laws or Economic Sanctions Laws, (ii) to the Company’s Knowledge, no such Action, filings disclosures, Orders, investigation, inquiry, litigation, or proceedings have been threatened or are pending and (iii) to the Company’s Knowledge, there are no circumstances likely to give rise to any such Action, filings, disclosures, Order, investigation, inquiry, litigation, or proceedings.

Section 2.26    Board Approval. The board of directors of the Company (including any required committee or subgroup thereof) has (a) determined that the Merger is fair to, and in the best interests of, the Company and the Company Stockholders, (b) duly approved and declared advisable this Agreement and the Ancillary Agreement to which the Company is a party in accordance with the Company’s Charter Documents and resolved to recommend approval and adoption of this Agreement to the Company Stockholders and (c) directed that this Agreement be submitted to the Company Stockholders for their approval and adoption.

Section 2.27    Company Stockholder Approval. The approval and adoption of this Agreement and the approval of the Merger by the Company Stockholders requires the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class on an “as-converted” to Company Common Stock basis given in writing or at a meeting in accordance with the Company Certificate of Incorporation and the DGCL (collectively, the “Merger Stockholder Approval”). The approval of the Company Preferred Stock Conversion requires the approval of (i) GBIF Management Ltd. and (ii) a majority of the outstanding shares of Company Preferred Stock, voting together as a single class on an “as-converted” to Company Common Stock basis given in writing or at a meeting in accordance with the Company Certificate of Incorporation and the DGCL (collectively, the “Conversion Stockholder Approval,” and, together with the Merger Stockholder Approval, the “Company Stockholder Approval”). The Supporting Stockholders hold a sufficient number of shares of Company Capital Stock to obtain the Company Stockholder Approval. The Company Stockholder Approval is the only vote of holders of securities of the Company necessary to approve the Merger.

Section 2.28    Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference prior to the Closing in the Proxy Statement/Prospectus will, when the Proxy Statement/Prospectus is declared effective or when the Proxy Statement/Prospectus is mailed to the Parent Stockholders or at the time of the Special Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 2.29    Exclusivity of Representations. Except as provided in this Article 2 and the certificates and Ancillary Agreements delivered in connection herewith or pursuant hereto, in each case as modified by the Company Schedule, neither the Company, any Subsidiary, any of its or their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, or Representatives has made, or are making, any representation or warranty, expressed or implied, at law or in equity whatsoever to Parent or its Affiliates. The

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Company acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its Representatives) that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of Parent; (b) it has been afforded satisfactory access to the books and records, facilities and personnel of Parent for purposes of conducting such investigation; and (c) except for the representations and warranties set forth in Article 3 and the certificates and Ancillary Agreements delivered in connection herewith or pursuant hereto, in each case as modified by the Parent Schedule, it is not relying on any representations and warranties or any other materials from any Person in connection with the transactions contemplated hereby.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Subject to the exceptions (a) set forth in Schedule 3 attached hereto (the “Parent Schedule”), but subject to Section 8.15 and (b) in any Parent SEC Reports (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), each of Parent and Merger Sub represents and warrants to the Company as follows:

Section 3.1    Organization and Qualification.

(a)    Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite power and authority necessary to own, lease, and operate the properties it purports to own, lease, or operate and to carry on its business as it is now being conducted.

(b)    Each of Parent and Merger Sub is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure thereof would not have or be reasonably expected to have, a Parent Material Adverse Effect. Each jurisdiction in which Parent or Merger Sub is so qualified or licensed is listed in Schedule 3.1.

(c)    Each of Parent and Merger Sub is in possession of all Approvals necessary to own, lease, and operate the properties it purports to own, lease, or operate and to carry on its business as it is now being conducted, except where the failure to possess any such Approval (or the equivalent thereof) would not be, individually or in the aggregate, material to the Parent and Merger Sub, taken as a whole. Complete and correct copies of the Charter Documents of Parent and Merger Sub, as amended and currently in effect, have been made available to the Company or the Company’s counsel and neither the Parent or Merger Sub is in breach or violation of any provision set forth in their Charter Documents.

Section 3.2    Subsidiaries. Except for Merger Sub, neither Parent nor Merger Sub has any direct or indirect Subsidiaries or participations in joint ventures or other entities, and do not own, directly or indirectly, any capital stock or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated.

Section 3.3    Power and Authorization. Subject to the approval of the Parent Stockholder Matters by the Parent Stockholders, each of Parent and Merger Sub has all requisite power and authority necessary for, and has duly authorized by all necessary action, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement and each Ancillary Agreement to which it is (or with respect to Ancillary Agreements to be entered into after the date of this Agreement, will be) a party and the consummation of the Transactions. This Agreement and each Ancillary Agreement to which Parent and Merger Sub are (or with respect to Ancillary Agreements to be entered into after the date of this Agreement, will be) a party (a) has been (or, in the case of

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Ancillary Agreements to be entered into after the date of this Agreement, will be when executed and delivered) duly and validly executed and delivered by Parent and Merger Sub and (b) is (or in the case of Ancillary Agreements to be entered into after the date of this Agreement, will be when executed and delivered) enforceable against Parent and Merger Sub in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 3.4    Authorization of Governmental Authorities. Assuming the truth and accuracy of the representations and warranties set forth in Section 2.4 (and assuming all Consents referenced in such Section (or required to be disclosed in the corresponding Section of the Company Schedules) are made or obtained), except for (a) compliance with applicable requirements of the HSR Act, (b) the filing of the Certificate of Merger and (c) those Consents (if any) as will have been obtained or made at or prior to Closing, that would, individually or in the aggregate, reasonably be expected to be material to Parent and Merger Sub taken as a whole, in each case which are set forth in Schedule 3.4, no action by (including any authorization, Consent or approval of), or in respect of, or filing, report, notice, registration, Permit, clearance, expiration or termination of waiting periods with, any Governmental Authority is required by or on behalf of Parent or Merger Sub for, or in connection with, (i) the valid and lawful authorization, execution, delivery and performance by each of Parent and Merger Sub of this Agreement or any Ancillary Agreement to which it is (or with respect to Ancillary Agreements to be entered into after the date of this Agreement, will be) a party or (ii) the consummation of the Transactions by Parent and Merger Sub.

Section 3.5    Non-Contravention. Neither the authorization, execution, delivery, or performance by Parent or Merger Sub of this Agreement or any Ancillary Agreement to which it is (or with respect to Ancillary Agreements to be entered into after the date of this Agreement, will be) a party, nor the consummation of the Transactions, will, directly or indirectly (with or without due notice or lapse of time or both):

(a)    subject to compliance with the requirements specified in clauses (a) through (c) of Section 3.4, result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Order or Legal Requirement that would be, or reasonably be expected to be, material to Parent and Merger Sub, taken as a whole;

(b)    result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of or loss of benefits or give rise to any right of termination, cancellation, amendment, modification, suspension or revocation, or accelerate the performance required by, or require any action by (including any authorization, consent or approval) or notice to, or increase any payment to, any Person under any of the terms, conditions or provisions of (i) any Contractual Obligation of Parent or Merger Sub (except to the extent that any such breach, violation, default, termination, acceleration, or other action would not materially delay or impair the ability of Parent or Merger Sub, as applicable, to enter into this Agreement or any of the Ancillary Agreements or to consummate the Transactions) or (ii) the Charter Documents of Parent or Merger Sub;

(c)    result in the creation or imposition of any material Lien on any material asset of Parent or Merger Sub other than Permitted Liens, Liens under applicable securities laws, or Liens created by the Company; or

(d)    result in the triggering, acceleration, vesting or increase of (i) any payment to any Person or (ii) any equity security of Parent pursuant to any Contractual Obligation of Parent or Merger Sub.

Section 3.6    Compliance. Each of Parent and Merger Sub has complied in all material respects with all, and is in compliance in all material respects with all, and is not in material violation of any, Legal Requirements with respect to the conduct of its business, assets, properties or the ownership or operation of its business. No written notice or communication of material actual, potential or alleged noncompliance with any material Legal Requirement has been received by Parent or Merger Sub, and, to Parent’s Knowledge as of the date hereof, no such notice or communication has been delivered to any other Person.

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Section 3.7    Capitalization.

(a)    As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 221,000,000 shares of common stock of Parent, of which 200,000,000 shares have been designated Parent Class A Common Stock and 20,000,000 shares have been designated Parent Class F Common Stock and (ii) 1,000,000 shares of Parent Preferred Stock. The outstanding Parent Securities set forth on Schedule 3.7(a) represent all of the issued and outstanding Parent Securities as of the date of this Agreement. All outstanding Parent Securities (i) have been duly authorized and validly issued and fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Legal Requirements, including federal and state securities laws, and all requirements set forth in (A) Parent’s Charter Documents, and (B) any other applicable Contractual Obligation governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal or first offer, preemptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Charter Documents or any Contractual Obligation to which Parent is a party or otherwise bound.

(b)    Except as provided for in this Agreement or as set forth in Schedule 3.7(a) hereto, there are no subscriptions, options, warrants, equity securities, or other ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock or other ownership interests of Parent or obligating Parent to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment, or agreement. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have, or upon the happening of certain events would have, the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the Parent Stockholders on any matter.

(c)    Except as provided for in this Agreement or as set forth in Schedule 3.7(c), there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan, or other Contract or understanding to which Parent is a party or by which Parent is bound with respect to any securities of Parent.

(d)    Except as provided for in this Agreement or as set forth in Schedule 3.7(d), as a result of the consummation of the Transactions, no shares of capital stock, warrants, options, or other securities of Parent are issuable, and no rights in connection with any shares, warrants, options, or other securities of Parent accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

(e)    Except as provided for in this Agreement or as set forth in Schedule 3.7(e), no outstanding securities of Parent are unvested or subjected to a repurchase option, risk of forfeiture, or other condition under any applicable agreement with Parent.

(f)    The authorized and outstanding capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.0001 per share. Parent owns all of the outstanding shares of common stock of Merger Sub, free and clear of all Liens (other than transfer restrictions under applicable securities Laws).

(g)    The Closing Merger Consideration and Reserve Consideration, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable state and Federal Securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Legal Requirements, Parent’s Charter Documents, or any Contractual Obligation to which Parent is a party or otherwise bound.

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Section 3.8    Parent SEC Reports and Financial Statements.

(a)    Parent has timely filed all registration statements, reports, schedules, forms, statements and other documents required to be filed by Parent prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its formation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of their filing and including all exhibits thereto, the “Parent SEC Reports”). All Parent SEC Reports and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 906) of the Sarbanes-Oxley Act with respect to any of the foregoing (collectively, the “Certifications”) are available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (EDGAR) in full without redaction. None of the Parent SEC Reports, as of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Certifications, as of their respective dates of filing, and as of the date of any amendment, or filing that superseded the initial filing, are each true and correct in all material respects. The audited financial statements of Parent (“Parent Audited Financial Statements”) and unaudited interim financial statements of Parent (“Parent Unaudited Financial Statements,” and, together with the Parent Audited Financial Statements, the “Parent Financial Statements”) (including, in each case, the notes and schedules thereto) included in the Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on a consistent basis in accordance with past practice during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments that are not expected to be material) in all material respects the financial position of Parent as of the respective dates thereof and the results of operations and cash flows for the respective periods then ended. As used in this Section 3.8, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b)    Except as not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 and 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and its principal financial officer. To Parent’s Knowledge, such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act.

(c)    Except as not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) (“ICOFR”). To Parent’s Knowledge, such ICOFR are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of the Parent Financial Statements for external purposes in accordance with U.S. GAAP.

(d)    There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

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(e)    To Parent’s Knowledge, as of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEC Reports. To Parent’s Knowledge, none of the Parent SEC Reports filed on or prior to the date hereof are subject to ongoing SEC review or investigation as of the date hereof.

(f)    To Parent’s Knowledge, no officer, contractor, subcontractor, or agent of Parent has provided information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement by Parent.

Section 3.9    Absence of Certain Developments. Except as set forth in Schedule 3.9, since June 30, 2022, (a) there has not been any change, development, condition or event that constitutes a Parent Material Adverse Effect; and (b) Parent has not taken any action that would have required the prior written consent of the Company under Section 4.1(c) if such action had been taken on or after the date hereof and prior to the Closing.

Section 3.10    Trust Fund.

(a)    As of October 31, 2022, Parent has $403,085,489.65 invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 in a trust account administered by Continental (the “Trust Fund”), pursuant to that certain Investment Management Trust Agreement by and between Parent and Continental, dated as of January 27, 2021 (the “Trust Agreement”). The Trust Fund shall be utilized in accordance with Section 5.10 hereof and the Trust Agreement.

(b)    The Trust Agreement has not been amended or modified and is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder, and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to Parent’s Knowledge, the trustee under the Trust Agreement. There are no separate Contractual Obligations, side letters or other understandings (whether written or unwritten, express or implied): (i) between Parent and Continental that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to Parent’s Knowledge, that would entitle any Person (other than (a) in respect of deferred underwriting commissions or Taxes or (b) stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Charter Documents) to any portion of the proceeds in the Trust Fund, except as described in the Parent SEC Reports. Prior to the Closing, none of the funds held in the Trust Fund may be released except: (A) interest income earned on the Trust Fund to pay taxes; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Charter Documents. There are no Actions pending or, to Parent’s Knowledge, threatened in writing with respect to the Trust Fund.

Section 3.11    Real Property; Personal Property. Neither Parent nor Merger Sub owns or leases any real property or personal property.

Section 3.12    Intellectual Property. Neither Parent nor Merger Sub owns, licenses, or otherwise has any right, title or interest in any Intellectual Property Rights.

Section 3.13    Tax Matters.

(a)    Each of Parent and Merger Sub has timely filed or has caused to be timely filed on its behalf all income and other material Tax Returns in each jurisdiction in which Parent and/or Merger Sub is required to file Tax Returns. All such Tax Returns were true, correct and complete in all material respects. All material Taxes

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(including, for the avoidance of doubt, sales, use, value added and similar Taxes) owed by Parent and Merger Sub (whether or not shown on any Tax Return) have been timely paid. Neither Parent nor Merger Sub is currently the beneficiary of any extension of time within which to file any Tax Return (other than validly obtained automatic extensions). No written claim has ever been made by a Governmental Authority in a jurisdiction where Parent or Merger Sub does not file Tax Returns that Parent or Merger Sub is or may be subject to taxation by that jurisdiction.

(b)    There is no outstanding audit or examination concerning any Taxes or Tax Return of Parent or Merger Sub and no such audit or examination has been claimed, threatened, or raised in writing by a Governmental Authority.

(c)    There is no Tax deficiency outstanding, proposed in writing or assessed against Parent or Merger Sub, which deficiency has not been satisfied by payment, settled or withdrawn, nor has Parent or Merger Sub executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(d)    No adjustment relating to any Tax Returns filed by Parent or Merger Sub has been proposed in writing, by any Governmental Authority.

(e)    No power of attorney that has been granted by Parent or Merger Sub with respect to a Tax matter is currently in effect.

(f)    Neither Parent nor Merger Sub has ever been included in any “consolidated,” “unitary,” “combined,” or similar Tax Return provided for under any Legal Requirements as a member of an affiliated group within the meaning of Section 1504 of the Code or otherwise (other than a group including only Parent and Merger Sub), and has no liability for the Taxes of any other Person, under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law, or by reason of any agreements, contracts, or arrangements as a successor or transferee or otherwise, other than any Customary Agreement. Neither Parent nor Merger Sub is a party to or bound by any Tax sharing agreement providing for the allocation of Taxes among members of an affiliated, consolidated, combined or unitary group, or any Tax receivable, Tax allocation, Tax indemnity or similar agreements, other than any Customary Agreement. Parent and Merger Sub have timely paid all material amounts of Taxes required to be paid by or on behalf of them pursuant to any Customary Agreement. No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been requested, entered into or issued by any Governmental Authority with respect to Parent which agreement or ruling would have binding effect on Parent after the Closing.

(g)    Neither Parent nor Merger Sub is currently subject to any Liens, other than Liens described in clause (a) of the definition of Permitted Liens, imposed on any of its assets as a result of the failure or alleged failure of Parent or Merger Sub to pay Taxes.

(h)    Neither Parent nor Merger Sub has any liability for any unpaid Taxes which have not been accrued for or reserved on the balance sheets included in the Parent Financial Statements, whether asserted or unasserted, contingent or otherwise, and no material amount of unpaid Taxes of Parent or Merger Sub have been incurred since the date of the Parent Financial Statements, other than in the ordinary course of business of Parent and Merger Sub. Parent and Merger Sub have each used at all times during their existence the accrual method of accounting for income Tax purposes.

(i)    Neither Parent nor Merger Sub is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

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(j)    Neither Parent nor Merger Sub (or any predecessor thereof) has been a “distributing corporation” or a “controlled corporation” (as such terms are defined in Section 355 of the Code) in a transaction purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code (or any similar provision of state, local or non-U.S. Law).

(k)    Neither Parent nor Merger Sub will be required to include any material item of income, or exclude any material item of deduction, for any taxable period (or portion thereof) after the Closing Date as a result of: (i) an installment sale transaction occurring before the Closing governed by Section 453 of the Code (or any similar provision of state, local or non-U.S. Legal Requirements) or open transaction occurring before the Closing, in each case, entered into by Parent or Merger Sub; (ii) a disposition by Parent or Merger Sub occurring before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar provision of state, local, or non-U.S. Legal Requirements); (iii) any prepaid amounts received by Parent or Merger Sub prior to the Closing or deferred revenue realized, accrued or received prior to the Closing; (iv) a change in method of accounting under Section 481 of the Code or any similar provision of state, local or non-U.S. Law for any taxable period (or portion thereof) ending on or prior to the Closing Date (or as a result of an impermissible method used by Parent or Merger Sub prior to Closing); (v) an agreement entered into by or on behalf of Parent or Merger Sub with any Governmental Authority (including a “closing agreement” under Section 7121 of the Code) prior to the Closing; (vi) intercompany transactions entered into by Parent or Merger Sub or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Legal Requirements); (vii) any “Subpart F income” under Section 951 of the Code as a result of any investment made or transaction closed on or prior to the Closing Date; (viii) “global intangible low-taxed income” within the meaning of Section 951A of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) of Parent or Merger Sub attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date; (ix) any COVID-19 Response Law; (x) any investment in “United States property” (as defined in Code Section 956(c)) made prior to the Closing Date by a Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code; or (xi) any gain recognition agreement under Section 367 of the Code. Parent has not made any election under Section 965(h) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law).

(l)    Neither Parent nor Merger Sub has taken, intends to take, or has agreed to take any action or is aware of any fact or circumstance that would prevent or impede, or would reasonably be expected to prevent or impede, the Transactions from qualifying for the Intended Tax Treatment.

(m)    No Subsidiary of Parent that is incorporated in a jurisdiction outside of the United States (i) is a “controlled foreign corporation” as defined in Section 957 of the Code, (ii) is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or (iii) has received written notice from the IRS claiming that it may be subject to U.S. federal income Tax as a result of being engaged in a trade or business within the United States within the meaning of Section 864(b) of the Code or having a permanent establishment in the United States, which notice or claim has not since been withdrawn.

(n)    Neither Parent nor Merger Sub has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

Section 3.14    Employees; Employee Benefit Plans.

(a)    Other than any officers or as described in Schedule 3.14(a), Parent and Merger Sub do not have and have never had any employees. Other than reimbursement of any out-of-pocket expenses incurred by Parent’s officers and directors in connection with activities on Parent’s behalf in an aggregate amount not in excess of the amount of cash held by Parent outside of the Trust Fund, neither Parent nor Merger Sub has any unsatisfied material liability with respect to any employee.

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(b)    Other than as contemplated by this Agreement, Parent and Merger Sub do not currently, and do not plan or have any commitment to, maintain, sponsor, contribute to or have any liability with respect to any Employee Plans.

(c)    The representations and warranties contained in this Section 3.14 are the only representations and warranties being made by Parent with respect to employee benefits.

Section 3.15    Contracts. Schedule 3.15 sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K of the SEC) to which Parent or Merger Sub is a party, other than any such material contract previously filed with the SEC.

Section 3.16    Affiliate Transactions. Except as described in Schedule 3.16 or as contemplated by this Agreement, no Contractual Obligation between Parent, on the one hand, and any of the present or former directors, officers, employees, stockholders or warrant holders or Affiliates of Parent (or an immediate family member of any of the foregoing), on the other hand, will continue in effect following the Closing.

Section 3.17    Litigation. There is no Action pending, or, to Parent’s Knowledge, threatened in writing, to which Parent or Merger Sub is a party (either as plaintiff or defendant) or to which its assets are subject. To Parent’s Knowledge, no allegations of sexual harassment, discrimination, retaliation, bullying or other misconduct have been made against any officer or director of Parent or Merger Sub.

Section 3.18    Parent Listing. The issued and outstanding shares of Parent Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE under the symbol “TLGA.” The issued and outstanding Parent Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE under the symbol “TLGA WS.” The issued and outstanding Parent Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE under the symbol “TLGA WS.” There is no Action pending or, to Parent’s Knowledge, threatened in writing against Parent by NYSE or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock, Parent Warrants or Parent Units or terminate the listing of Parent on NYSE. None of Parent or any of its Affiliates has taken any action in an attempt to terminate the registration of the Parent Class A Common Stock, Parent Warrants or Parent Units under the Exchange Act.

Section 3.19    Brokers. Except as set forth in Schedule 3.19, no investment banker, financial advisor, broker, or finder has acted for or on behalf of Parent, Merger Sub or any Affiliate thereof in connection with this Agreement, any Ancillary Agreement or the Transactions, and Parent and Merger Sub (and, to the Parent’s Knowledge, the Sponsor) have not entered into any agreement with any Person which will result in the obligation of Parent to pay any finder’s fee, brokerage fees, commission, or similar compensation in connection with the Transactions.

Section 3.20    Business Activities; Undisclosed Liabilities. Since its respective incorporation, neither Parent nor Merger Sub has conducted any business activities other than activities in connection with its incorporation, in connection with Parent’s initial public offering, or directed toward the accomplishment of one or more business combinations. None of Parent or Merger Sub have any Liabilities required by U.S. GAAP to be reflected in a balance sheet or disclosed in notes thereto, other than any such Liabilities: (a) reflected or reserved for on Parent’s balance sheet for the fiscal quarter ended June 30, 2022, as reported on Form 10-Q or disclosed in the notes thereto, (b) that have arisen since June 30, 2022, in the ordinary course of the operation of business of Parent consistent with past practice, (c) incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Agreement, the performance of its covenants and agreements in this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby or (d) as expressly permitted by Section 4.1(c).

Section 3.21    Board Approval. The board of directors of each of Parent and Merger Sub (including any required committee or subgroup thereof) has (a) unanimously determined that this Agreement, the Ancillary

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Agreements and the transactions contemplated hereby and thereby, including the Merger and the Financings, are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders, (b) authorized and approved this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger and the Financings, and resolved to recommend the approval and adoption of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, by the Parent Stockholders (the “Parent Board Recommendation”) and (c) directed that this Agreement be submitted to the Parent Stockholders for their approval and adoption. Other than the approval of the Parent Stockholder Matters, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve the consummation of the Transactions.

Section 3.22    Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference prior to the Closing in the Proxy Statement/Prospectus will, when the Proxy Statement/Prospectus is declared effective or when the Proxy Statement/Prospectus is mailed to the Parent Stockholders or at the time of the Special Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 3.23    Exclusivity of Representations. Except as provided in this Article 3 and the certificates and Ancillary Agreements delivered in connection herewith or pursuant hereto, in each case as modified by the Parent Schedule, neither Parent, Merger Sub, any of its or their Affiliates, nor any of its or their respective directors, officers, employees, shareholders or representatives has made, or are making, any representation or warranty of any kind or nature expressed or implied, at law or in equity whatsoever to the Company or its Affiliates. Each of Parent and Merger Sub acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its Representatives) that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company; (b) it has been afforded satisfactory access to the books and records, facilities and personnel of the Company for purposes of conducting such investigation; and (c) except for the representations and warranties with respect to the Company set forth in Article 2 and the certificates and Ancillary Agreements delivered in connection herewith or pursuant hereto, in each case as modified by the Company Schedule, it is not relying on any representations and warranties or any other materials from any Person in connection with the transactions contemplated hereby.

ARTICLE 4

COVENANTS OF THE PARTIES

Section 4.1    Operation of Business by the Company, Parent and Merger Sub.

(a)    Conduct of Business Generally. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”), each of the Company, Parent and Merger Sub shall, except for those actions or omissions (i) set forth in Schedule 4.1(a), (ii) expressly required or permitted by the terms of this Agreement or any Ancillary Agreement, (iii) required by applicable Law, including any Public Health Measures (provided that any action taken (or omitted to be taken) by the Company shall be reasonable) or (iv) consented to in writing by the other Party (which consent shall not be unreasonably withheld, conditioned or delated), (A) carry on its business in the ordinary course and (B) with respect to the Company, use commercially reasonable efforts to (1) maintain and preserve substantially intact its present business organization, (2) keep available the services of its present officers and key employees and (3) maintain and preserve the material assets, properties, goodwill and relationships with Customers, suppliers, partners, distributors, licensors, licensees, and others with which it has material business dealings; provided, however, that no action or failure to take action by the Company of the type specifically addressed by any of the subsections of Section 4.1(b) shall constitute a breach under this Section 4.1(a) by the Company unless such action would constitute a breach of such subsection of Section 4.1(b)

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applicable to the Company, which shall be the operative provision of Section 4.1 with respect to such specifically addressed actions, and no action or failure to take action by Parent or Merger Sub of the type specifically addressed by any of the subsections of Section 4.1(c) shall constitute a breach under this Section 4.1(a) by Parent or Merger Sub unless such action would constitute a breach of such subsection of Section 4.1(c) applicable to Parent or Merger Sub, which shall be the operative provision of Section 4.1 with respect to such specifically addressed actions.

(b)    Conduct of Business of the Company. Except for those actions or omissions set forth in Schedule 4.1(b), expressly required or permitted by the terms of this Agreement, required by applicable Legal Requirements, or taken or omitted to be taken as a result of Public Health Measures or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company shall not do, and shall cause its Subsidiaries not to do, any of the following:

(i)    Abandon, dispose of, allow to lapse, transfer, sell, assign, or license to any Person or otherwise extend, amend or modify any existing or future Intellectual Property Rights, other than non-exclusive licenses granted in connection with the Company Services in the ordinary course of business;

(ii)    Transfer or provide a copy of any Company Source Code to any Person, other than to current employees, contractors, and consultants of the Company or any Subsidiary under current and enforceable confidentiality agreements;

(iii)    Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or other equity interest, or split, combine or reclassify any equity interest of the Company or its Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or other equity interest of the Company or its Subsidiaries, except transactions in the ordinary course of business consistent with past practice between the Company and any wholly owned Subsidiary of the Company or between wholly owned Subsidiaries of the Company;

(iv)    Purchase, redeem or otherwise acquire, directly or indirectly, any capital stock or other equity interest of the Company or its Subsidiaries, other than the exercise of any Company Stock Options or Company Warrants pursuant to Contractual Obligations in effect as of the date hereof;

(v)    Other than pursuant to Contractual Obligations in effect as of the date hereof and made available to Parent, issue, deliver, sell, authorize, pledge or otherwise encumber, or subject to a Lien (other than a Permitted Lien), or agree to any of the foregoing with respect to, any capital stock of the Company or its Subsidiaries or any securities convertible into or exchangeable for capital stock of the Company or its Subsidiaries, or subscriptions, rights, warrants or options to acquire any capital stock of the Company or its Subsidiaries or any securities convertible into or exchangeable for capital stock of the Company or its Subsidiaries, or enter into other agreements or commitments of any character obligating it to issue, deliver or sell any such capital stock of the Company or its Subsidiaries or convertible or exchangeable securities (in each case, other than the grant of any Company Stock Option to a current employee of the Company or to a new hire, on terms substantially equivalent to then outstanding Company Stock Options); provided that the Company may issue capital stock in connection with the Private Capital Raise or the Committed Capital Raise; and provided, further, that neither the exercise nor settlement of any Company Convertible Security, in each case in accordance with its terms, shall require the consent of the Parent;

(vi)    Amend, supplement, restate, modify or otherwise terminate any of the Company or its Subsidiaries’ Charter Documents;

(vii)    (A) merge, consolidate, combine or amalgamate the Company or its Subsidiaries with any Person or (B) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, except for acquisitions made or entered into that do not exceed $500,000 individually or $1,000,000 in the aggregate; provided that (1) financial statements of the

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acquired, merged or consolidated entity shall not be required to be included in the Proxy Statement/Prospectus and (2) the Company survives any such acquisition, merger or consolidation;

(viii)    Enter into any joint ventures, strategic partnerships or alliances, or other arrangements or Contracts that provide for exclusivity of territory or otherwise restrict the Company’s or any Subsidiary’s ability to compete or to offer or sell any products or services to other Persons, in each case, other than such arrangements made in the ordinary course of business consistent with past practice;

(ix)    Sell, lease, license, encumber or otherwise dispose of any properties or assets, except the sale, lease or disposition of property or assets that are not material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole;

(x)    Except for incurrences of indebtedness by the Company or its Subsidiaries (A) under existing credit facilities as set forth in Schedule 2.8(g) or (B) in connection with any acquisition not prohibited pursuant to Section 4.1(b)(vii), incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing; provided that, notwithstanding the foregoing, the Company may incur Indebtedness in connection with the Private Capital Raise and the Committed Capital Raise;

(xi)    Except as required pursuant to the terms of any Employee Plan or other Contractual Obligation in effect as of the date hereof, (A) materially increase any payments or benefits under any Employee Plan other than in connection with a renewal or replacement of any existing Employee Plan, (B) grant any severance or termination pay, other than in the ordinary course of business consistent with past practices, (C) except as set forth on Schedule 4.1(b)(xi), pay any special bonus or special remuneration, or increase the compensation payable or paid, whether conditionally or otherwise, to any Person whose annual compensation exceeds $275,000 in the aggregate, (D) enter into or adopt any new Employee Plan, or amend, modify or alter in any material respect any Employee Plan, other than in the ordinary course of business consistent with past practices, (E) take any action to accelerate any payment, right to payment, or benefit, or the funding of any payment, right to payment or benefit, payable or to become payable to any current or former director, manager, officer, employee, individual independent contractor or other service provider, (F) terminate (other than for cause) any officer or employee of the Company and its Subsidiaries whose total annual compensation exceeds or would exceed $275,000, other than in the ordinary course of business consistent with past practices, (G) engage in or announce any employee layoffs, furloughs, reductions in force, or similar actions that could implicate WARN or (H) waive or release any noncompetition, nonsolicitation, no-hire, non-disclosure or other restrictive covenant obligation of any current or former director, officer or employee of the Company and its Subsidiaries;

(xii)    Enter into, amend, modify or alter in any material respect any collective bargaining agreement;

(xiii)    Release, assign, compromise, pay, discharge, settle or satisfy any material Actions (whether or not commenced prior to the date of this Agreement) other than the release, assignment, compromise, payment, discharge, settlement or satisfaction of any such Actions (A) in the ordinary course of business or (B) that are solely monetary in nature and do not individually exceed $250,000;

(xiv)    Waive the benefits of, agree to modify in any material manner, terminate, release any Person from or knowingly fail to enforce any confidentiality or similar covenant or agreement to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary, in each case, other than (A) with Customers and other counterparties in the ordinary course of business consistent with past practice or (B) such waivers, modifications, or releases that would not be material to the Company and its Subsidiaries, taken as a whole;

(xv)    Amend, modify or terminate any Disclosed Contract in a manner that is materially adverse to the Company and its Subsidiaries, taken as a whole (excluding, for the avoidance of doubt, any expiration of any Disclosed Contract pursuant to its terms), other than in the ordinary course of business;

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(xvi)    Except as required by Legal Requirements or U.S. GAAP, revalue any of its assets in any manner or make any change in accounting methods, principles or practices;

(xvii)    Make, revoke, amend, or rescind any material Tax elections, execute any waiver of restrictions on assessment or collection of any material amount of Tax, commence, settle, or compromise any claim or assessment in respect of a material amount of Taxes, or change any method of accounting with respect to a material item of income or loss, or annual accounting period, for Tax purposes, prepare or file any material Tax Return in a manner inconsistent with past practice (except to the extent required by Law), fail to pay any material amount of Tax when due (including any material estimated Tax payments), claim any material Tax credits or defer any material Tax payments under any COVID-19 Response Law, enter into any material Tax sharing, Tax allocation, Tax receivable or Tax indemnity agreement (other than any Customary Agreement), grant any power of attorney with respect to Taxes, or surrender any right to claim a material Tax refund;

(xviii)    Discontinue any material line of business or any material business operations of the Company and its Subsidiaries;

(xix)    Enter into, amend, waive or terminate (other than terminations in accordance with their terms or as contemplated by Section 5.13) any Affiliate Agreements;

(xx)    Authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any of the Company or its Subsidiaries;

(xxi)    Make any material change to any of the cash management practices of the Company or any of its Subsidiaries, including materially deviating from or altering any of its practices, policies or procedures in paying accounts payable or collecting accounts receivable;

(xxii)    Take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent or impede the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment; or

(xxiii)    Agree in writing or otherwise agree or commit to take any of the actions described in Section 4.1(b)(i) through Section 4.1(b)(xxii) above.

(c)    Conduct of Business of Parent and Merger Sub. Except for those actions or omissions set forth in Schedule 4.1, expressly required or permitted by the terms of this Agreement, required by applicable Law, or taken or omitted to be taken or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), during the Interim Period, Parent and Merger Sub shall not do any of the following:

(i)    Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or other equity interest, or split, combine or reclassify any equity interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or other equity interest;

(ii)    Purchase, redeem or otherwise acquire, directly or indirectly, any capital stock or other equity interest of Parent or Merger Sub, other than pursuant to Contractual Obligations in effect as of the date hereof;

(iii)    Other than pursuant to Contractual Obligations in effect as of the date hereof and made available to the Company, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any capital stock or any securities convertible into or exchangeable for capital stock, or subscriptions, rights, warrants or options to acquire any capital stock or any securities convertible into or exchangeable for capital stock, or enter into other agreements or commitments of any character obligating it to issue any such capital stock or convertible or exchangeable securities; provided that Parent may issue capital stock or convertible or exchangeable securities pursuant to the Financing Agreements or in connection with the allocation of Incentive Shares;

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(iv)    Amend, supplement, restate or modify or otherwise terminate its Charter Documents;

(v)    Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or enter into any joint ventures, strategic partnerships or alliances, or other arrangements;

(vi)    Except for Parent Borrowings and the costs and expenses necessary for an Extension including any additional Trust Fund contributions (such expenses, “Extension Expenses”), incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing;

(vii)    Except as required by Legal Requirements or U.S. GAAP, revalue any of its assets in any manner or make any change in accounting methods, principles or practices;

(viii)    Other than as required by Law or as consistent with ordinary course practices, increase any benefits under any Employee Plan, grant any severance or termination pay, pay any special bonus or special remuneration, or increase the compensation payable or paid, whether conditionally or otherwise, to any employee, director or officer of Parent or Merger Sub, or enter into or adopt any new severance plan, or amend, modify or alter in any material respect any Employee Plan;

(ix)    Release, assign, compromise, pay, discharge, settle or satisfy any material claims, liabilities, obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) or Actions (whether or not commenced prior to the date of this Agreement), other than the release, assignment, compromise, payment, discharge, settlement or satisfaction of any claims, liabilities or obligations that are solely monetary in nature and do not individually exceed $200,000, and provided payments related to such settlements are made prior to the Closing;

(x)    Make, revoke, amend, or rescind any material Tax elections, execute any waiver of restrictions on assessment or collection of any material amount of Tax, commence, settle, or compromise any claim or assessment in respect of a material amount of Taxes, change any method of accounting with respect to a material item of income or loss, or annual accounting period, for Tax purposes, prepare or file any material Tax Return in a manner inconsistent with past practice (except to the extent required by Law), fail to pay any material amount of Tax when due (including any material estimated Tax payments), claim any material Tax credits or defer any material Tax payments under any COVID-19 Response Law, enter into any material Tax sharing, Tax allocation, Tax receivable or Tax indemnity agreement (other than any Customary Agreement), grant any power of attorney with respect to Taxes, or surrender any right to claim a material Tax refund;

(xi)    Form or establish any Subsidiary;

(xii)    Enter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates, other than the (A) payment of salary and benefits, (B) payment of bonuses and (C) advancement of expenses, in each case as made in the ordinary course of business consistent with prior practice;

(xiii)    Amend the Trust Agreement or any other agreement related to the Trust Fund;

(xiv)    Amend, modify or terminate any Contractual Obligations disclosed in the Parent Schedule in a manner that is adverse to Parent (excluding, for avoidance of doubt, any expiration of any such Contractual Obligations pursuant to its terms);

(xv)    Liquidate, dissolve, reorganize or otherwise wind up the business or operations of Parent or Merger Sub;

(xvi)    Take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent or impede the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment; or

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(xvii)    Agree in writing or otherwise agree or commit to take any of the actions described in Section 4.1(c)(i) through Section 4.1(c)(xvi) above.

Notwithstanding anything to the contrary in this Section 4.1, nothing in this Agreement shall prohibit or restrict Parent from extending, in accordance with Parent’s Charter Documents and the IPO Prospectus, the deadline by which it must complete its Business Combination (an “Extension”), and no consent of any other Party shall be required in connection therewith.

(d)    No Control of the Other Party’s Business. The Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give the Company, on the one hand, or Parent or Merger Sub, on the other hand, directly or indirectly, the right to control or direct the business or operations of the other at any time prior to the Effective Time. Prior to the Effective Time, the Company, on the one hand, and Parent and Merger Sub, on the other hand, will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete control and supervision over their own business and operations.

Section 4.2     Confidentiality; Access to Premises and Information.

(a)    Confidentiality. The Parties agree that they shall be bound by the certain Confidentiality Agreement, dated May 27, 2022 (the “Confidentiality Agreement”), by and between the Company and Parent. The terms of the Confidentiality Agreement are incorporated herein by reference and shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall terminate (except for Section 8 thereof, which shall remain in full force and effect after the Closing). If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect, subject to Section 7.2.

(b)    Access to Information. Subject to the Confidentiality Agreement, during the Interim Period, the Company will permit Parent, during normal business hours and upon reasonable notice, to have reasonable access to Representatives of the Company and to the premises, properties, books, records (including Tax records of the Company) and contracts of the Company and its Subsidiaries, except, in each case, for privileged attorney-client communications or attorney work product, and information or materials required to be kept confidential by applicable Legal Requirements or existing Contractual Obligations (provided that, in each such case, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a manner without violating such privilege or Legal Requirement); provided, however, that in exercising access rights under this Section 4.2(b), Parent and Parent’s Representatives will not be permitted to interfere unreasonably with the conduct of the business of the Company or any of its Subsidiaries. The Company will instruct the PCAOB Auditor to provide Parent and its Representatives reasonable access to all of the financial information used in the preparation of the Financial Statements and PCAOB Audited Financial Statements and reasonably cooperate with the preparation of financial statements or financial information for inclusion in the Form S-4; provided that Parent and its Representatives execute any customary non-reliance or similar agreement reasonably requested by the PCAOB Auditor; provided, further, that the Company shall be entitled to attend any meeting and be copied on any correspondence between Parent or any of its Representatives and the PCAOB Auditor. Parent will permit the Company and its Representatives, during normal business hours and upon reasonable notice, to have reasonable access to Representatives of Parent and Merger Sub and to the books, records (including Tax records of Parent) and contracts of Parent and Merger Sub, except, in each case, for privileged attorney-client communications or attorney work product, and information or materials required to be kept confidential by applicable Legal Requirements (subject to the above-referenced reasonable best efforts to provide appropriate access); provided, however, that in exercising access rights under this Section 4.2(b), the Company and the Company’s Representatives will not be permitted to interfere unreasonably with the conduct of business of Parent or Merger Sub. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 4.2 will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 6.2(a) or Section 6.3(a), as applicable.

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Section 4.3    Exclusivity.

(a)    During the Interim Period, the Company will not (and will not cause or permit any Subsidiary or its or their Affiliates or Representatives to) solicit, initiate, knowingly facilitate, participate in, enter into, or continue discussions, negotiations, or transactions with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to or that could reasonably be expect to lead to or enter into or consummate any transaction relating to, (i) any merger, sale of the Company’s or its Subsidiaries’ equity interests or a material portion of the Company’s or its Subsidiaries’ assets, or a similar change in control transaction with respect to the Company or any Subsidiary or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s ability to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively, “Competing Company Transactions”); provided, however, in the event of a transaction of the type described in clause (ii) above, the Company shall be permitted to take such actions as necessary for the Private Capital Raise and Committed Capital Raise. In addition, the Company will, and will cause each of its Subsidiaries and its and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Competing Company Transaction and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company will promptly (and in no event later than twenty-four (24) hours after becoming aware of such inquiry, proposal, offer or submission) (A) notify Parent if the Company or, to the Company’s Knowledge, any of its Subsidiaries, Affiliates, or Representatives receives any inquiry, proposal, offer or submission with respect to a Competing Company Transaction after the execution and delivery of this Agreement, (B) notify Parent of the identity of the Person making such inquiry or submitting such proposal, offer or submission and (C) provide Parent with a description of the material terms and conditions of any such Competing Company Transaction or a copy of such inquiry, proposal, offer or submission (in the case of subsections (B) and (C) only, to the extent not prohibited by any applicable non-disclosure agreement entered into prior to July 15, 2022, to which the Company is a party, as determined in good faith by the Company, in which case the Company shall provide such notice to the maximum extent not prohibited). In the event the Company receives an inquiry, proposal, offer or submission with respect to a Competing Company Transaction, the Company shall not, and shall cause its Subsidiaries and Representatives not to, conduct any further discussions with, provide any information to, or enter into negotiations with any Person proposing such Competing Company Transaction. The Company agrees that the rights and remedies for noncompliance with this Section 4.3(a) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to Parent and that money damages would not provide an adequate remedy for such injury.

(b)    During the Interim Period, Parent and Merger Sub will not (and, subject to the last sentence of this Section 4.3(b), will not cause or permit their respective Affiliates or Representatives to) solicit, initiate, knowingly facilitate, participate in, enter into, or continue discussions, negotiations, or transactions with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to or that could reasonably be expect to lead to or enter into or consummate any transaction relating to, (i) any merger, sale of the equity interests of Parent or Merger Sub or a material portion of Parent’s assets, or a similar change in control transaction with respect to Parent or Merger Sub or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit Parent’s ability to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively, “Competing Parent Transactions”). In addition, Parent will, and will cause Merger Sub and each of its and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Competing Parent Transaction and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. Parent will promptly (and in no event later than twenty-four (24) hours after becoming aware of such inquiry, proposal, offer or submission) notify the Company if Parent, Merger Sub or, to Parent’s Knowledge, any of its or their Representatives receives any inquiry, proposal, offer or submission with respect to a Competing Parent Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a

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description of the material terms and conditions of or a copy of such inquiry, proposal, offer or submission to the extent not prohibited by any applicable non-disclosure agreement entered into prior to July 15, 2022, to which Parent is a party, as determined in good faith by Parent, in which case Parent shall provide such notice to the maximum extent not prohibited. Parent agrees that the rights and remedies for noncompliance with this Section 4.3(b) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the Company and that money damages would not provide an adequate remedy for such injury. Notwithstanding anything to the contrary in this Section 4.3(b), the foregoing shall not restrict Parent’s Affiliates (including Affiliates of Sponsor) in any way with respect to the pursuit of any transaction by such Affiliates not related to Parent.

Section 4.4    Certain Financial Information. Within thirty (30) days after the end of each fiscal month between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated, the Company shall deliver to Parent unaudited consolidated financial statements for such month.

Section 4.5    Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to accomplish the following: (a) the taking of all acts necessary to cause the conditions precedent set forth in Article 6 to be satisfied, (b) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any) and the taking of all steps as may be necessary to avoid any Action, (c) the obtaining of all consents, approvals or waivers from third parties (it being understood that nothing herein shall require the Parties or any of their respective Affiliates to incur any liability or material expense in connection with obtaining any consent, approval or waiver), (d) the defending of any Action challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (e) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock or the incurrence of any liability or expense.

Section 4.6    HSR Act. If required pursuant to the HSR Act, as promptly as practicable, and in any event within twenty (20) Business Days from the date of this Agreement, Parent and the Company shall each: (a) prepare and file the notification required of it thereunder in connection with the Merger and (b) promptly and in good faith respond to all information requested of it by the Federal Trade Commission and Department of Justice in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Authorities. Parent and the Company shall (i) promptly inform the other of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding the transactions contemplated by this Agreement and permit counsel to the other Party an opportunity to review in advance (subject to appropriate redactions for confidentiality and attorney-client privilege concerns), and each Party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such Party to any Governmental Authority concerning the transactions contemplated by this Agreement, (ii) give the other prompt notice of the commencement of any Action by or before any Governmental Authority with respect to such transactions and (iii) keep the other reasonably informed as to the status of any such Action. Each Party agrees to provide, to the extent permitted by the applicable Governmental Authority, the other Party and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such Party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection

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with the transactions contemplated hereby; provided that no Party shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority without the written consent of the other Parties. Filing fees with respect to the notifications required under the HSR Act shall be borne equally by Parent and the Company. Nothing in this Section 4.6 shall obligate any Affiliate of Parent or the Company to agree to (A) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of such Affiliate, (B) terminate, amend or assign existing relationships and contractual rights or obligations, (C) amend, assign or terminate existing licenses or other agreements or (D) enter into new licenses or other agreements.

Section 4.7    Financings.

(a)    Parent will use reasonable best efforts to enter into subscription agreements, non-redemption agreements, backstop agreements, debt facilities or similar financing agreements (the “Financing Agreements”) with one or more Persons (the “Financing Persons”) which shall raise and/or backstop an amount no less than (i) $150,000,000 gross minus (ii) the proceeds received in the Private Capital Raise and Committed Capital Raise (such transactions, the “Financings”), in each case on the terms and subject to the conditions set forth therein. The Financing Agreements will be on terms reasonably acceptable to the Company (such consent not to be unreasonably withheld, condition or delayed) solely if such terms include the issuance of additional equity interests of Parent (for avoidance of doubt, excluding (x) transfers of equity interests from Sponsor to the Financing Persons and (y) forfeiture of equity interests by Sponsor and Parent re-issuing similar equity interests to the Financing Persons) or additional Parent Indebtedness.

(b)    In the event that all conditions in the Financing Agreements have been satisfied, Parent shall use its reasonable best efforts to take, or to cause to be taken, all actions required, or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Financing Agreements on the terms described therein, including using reasonable best efforts to (i) comply with its obligations under the Financing Agreements, (ii) maintain in effect the Financing Agreements in accordance with the terms and conditions thereof, (iii) satisfy on a timely basis all conditions and covenants applicable to Parent set forth in the applicable Financing Agreements within its control and (iv) consummate the Financings when required pursuant to this Agreement. For the avoidance of doubt, if all or any portion of the Financings becomes unavailable, Parent may utilize deposits, proceeds or any other amounts from the Trust Fund and, to the extent acceptable to the Company, any additional third-party financing to satisfy its financing obligations hereunder (including to satisfy the Minimum Cash Closing Condition).

(c)    Parent shall use its reasonable best efforts to obtain non-redemption agreements from the Persons set forth on Schedule 4.7(c).

(d)    The Company shall, and shall cause its Representatives to, use reasonable best efforts to cooperate in a timely manner in connection with the Financing, including (i) furnishing or causing to be furnished any such information regarding the Company and its Subsidiaries as may be reasonably requested, (ii) granting such access to the prospective Financing sources and their representatives as may be reasonably necessary for their due diligence, (iii) causing the Company’s management team, with appropriate seniority and expertise, to participate in meetings, presentations, due diligence sessions, drafting sessions, road shows and meetings with prospective Financing Persons and (iv) prepare offering documents and other marketing materials of a type customarily used for the type of financing proposed and cooperate with marketing efforts for the Financings as reasonably requested by Parent.

(e)    Parent will create a reserve of 7,000,000 shares of Parent Class A Common Stock (“Share Reserve”) and deposit such Share Reserve with an escrow agent in accordance with the Escrow Agreement. The Share Reserve may be increased or decreased as provided in the Escrow Agreement. The Share Reserve will be funded by Parent issuing 5,000,000 newly issued shares of Parent Class A Common Stock and the transfer of the Escrow Consideration. The Share Reserve will be issuable to the Financing Persons upon the terms and

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conditions set forth in the Financing Agreements. If any shares remain in the Share Reserve after issuances to the Financing Persons, then such shares shall be distributed as set forth in the Escrow Agreement and (i) first, to the applicable Pre-Closing Holders pro rata up to the full amount of the Escrow Consideration and (ii) second (and only after the issuance of the shares set forth in clause (i)), (x) 50% to the Sponsor and (y) 50% to the applicable Pre-Closing Holders pro rata (the applicable portion of the Share Reserve set forth in clauses (i) and (ii)(y), the “Reserve Consideration”).

Section 4.8    Parent Governing Documents. Immediately prior to the Effective Time, subject to obtaining the approval of the Necessary Stockholder Matters, Parent shall (a) adopt the amended and restated bylaws of Parent, the form of which is attached hereto as Exhibit E (“Parent A&R Bylaws”) and (b) adopt and cause to be filed the Parent A&R Charter with the Delaware Secretary of State, which shall, among other things, change the name of Parent to “Electriq Power Holdings, Inc.” or such other name substantially similar thereto as agreed to by the Parties.

Section 4.9    Litigation. Prior to the Effective Time and after obtaining actual knowledge thereof, each Party shall provide the other Parties with prompt written notice of all Actions commenced or threatened in writing (including by providing copies of all pleadings with respect thereto) against such Party in connection with this Agreement and the Transactions and keep such other Parties reasonably informed with respect to the status thereof. Parent shall control the defense or prosecution of any such Action commenced or threatened against Parent, Merger Sub or any of their Affiliates (“Parent Litigation”), and Parent shall (a) in good faith consult with counsel to the Company with respect to the defense and prosecution of any Parent Litigation, (b) consider in good faith the Company’s advice with respect to the Parent Litigation and (c) provide the Company the opportunity to participate in (subject to a customary joint defense agreement), but not control the defense of such Parent Litigation. For the avoidance of doubt, the release, assignment, compromise, payment, discharge, settlement or satisfaction of any Parent Litigation shall be subject to Section 4.1(c)(ix). The Company shall control the defense or prosecution of any such Action commenced or threatened against the Company or any of its Affiliates (“Company Litigation”), and the Company shall (a) in good faith consult with counsel to Parent with respect to the defense and prosecution of any Company Litigation, (b) consider in good faith Parent’s advice with respect to the Parent Litigation and (c) provide Parent the opportunity to participate in (subject to a customary joint defense agreement), but not control the defense of such Company Litigation. For the avoidance of doubt, the release, assignment, compromise, payment, discharge, settlement or satisfaction of any Parent Litigation shall be subject to Section 4.1(b)(xiii).

ARTICLE 5

ADDITIONAL COVENANTS

Section 5.1    Form S-4; Special Meeting.

(a)    As soon as reasonably practicable following the execution and delivery of this Agreement, Parent and the Company shall jointly prepare, and Parent shall file with the SEC and with all other applicable regulatory bodies, a Form S-4 with respect to the shares of Parent Class A Common Stock issuable hereunder, which Form S-4 will contain the proxy statement/prospectus (“Proxy Statement/Prospectus”) to be used for the purpose of soliciting proxies from the Parent Stockholders to vote in favor of (i) the adoption of this Agreement and the approval of the Merger and transactions contemplated hereby (the “Business Combination Proposal”), (ii) the issuance of the Closing Merger Consideration, Reserve Consideration and the shares of Parent Class A Common Stock issuable pursuant to the Financings and Lawrie Convertible Note pursuant to applicable NYSE listing rules (the “NYSE Proposal”), (iii) the election to the board of directors of Parent of the individuals, and for the class of director, each as designated in accordance with Section 5.2, (iv) the adoption of the amended and restated certificate of incorporation of Parent, to be filed immediately after the Effective Time, the form of which is attached hereto as Exhibit D (the “Parent A&R Charter,” and all such proposals necessary to adopt the Parent A&R Charter, the “Charter Proposals”), (v) the adoption of an incentive equity plan of Parent (“Parent Plan”),

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the form and substance of which shall be agreed to by the Parties and approved by the board of directors of Parent prior to filing the Proxy Statement/Prospectus (the “Parent Plan Proposal”), (vi) to adjourn the stockholder meeting to a later date or dates if it is determined by Parent and the Company that additional time is necessary to consummate the Transactions for any reason and (vii) the approval of any other proposals reasonably agreed among Parent and the Company (collectively, the “Parent Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special Meeting”). The Business Combination Proposal, NYSE Proposal, the Parent Plan Proposal and Charter Proposals are referred to herein as the “Necessary Stockholder Matters.” Filing fees with respect to the Form S-4 shall be borne equally by Parent and the Company.

(b)    Each Party shall promptly provide to the others all financial and other information as the Company or Parent may reasonably request for the preparation of the Proxy Statement/Prospectus. In consultation with the Company, Parent shall promptly respond to any SEC comments on the Proxy Statement/Prospectus and shall otherwise use reasonable best efforts to cause the Proxy Statement/Prospectus to be approved by the SEC as promptly as practicable. Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Parent will notify the Company promptly after it receives notice: (i) of the time when the preliminary Proxy Statement/Prospectus has been filed; (ii) if applicable, that the preliminary Proxy Statement/Prospectus is not being reviewed by the SEC; (iii) in the event the preliminary Proxy Statement/Prospectus is reviewed by the SEC, of receipt of oral or written notification of the completion of the review by the SEC; (iv) of the filing of any supplement or amendment to the Proxy Statement/Prospectus; (v) of any request by the SEC for amendment of the Proxy Statement/Prospectus; (vi) of any comments from the SEC relating to the Proxy Statement/Prospectus and responses thereto; and (vii) of requests by the SEC for additional information, and in each case Parent shall provide the Company with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed.

(c)    As soon as practicable following the SEC declaring the Form S-4 effective (the “SEC Approval Date”), Parent shall (i) distribute the Proxy Statement/Prospectus to the Parent Stockholders, (ii) having, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL and subject to the other provisions of this Agreement and (iii) hold the Special Meeting on a day not more than thirty (30) Business Days after the date on which Parent mails the Proxy Statement/Prospectus to its stockholders. Notwithstanding the foregoing provisions of this Section 5.1(c), Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting (A) if, as of the time for which the Special Meeting is originally scheduled, there are insufficient shares of Parent Class A Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting, (B) in order to solicit additional proxies from Parent Stockholders for purposes of obtaining approval of the Necessary Stockholder Matters or (C) with the consent of the Company, which shall not be unreasonably withheld, conditioned, or delayed, provided that, in the event of a postponement or adjournment, the Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved. Notwithstanding anything to the contrary in this Agreement, Parent will not be required to convene and hold the Special Meeting at any time prior to the 20th Business Day following the mailing of the Proxy Statement/Prospectus to Parent Stockholders.

(d)    Parent and the Company shall each comply with all applicable provisions of and rules under the Securities Act and Exchange Act, and all applicable provisions of the DGCL, as applicable, in the preparation, filing and distribution of the Form S-4 and the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Parent and the Company shall each ensure that the Proxy Statement/Prospectus does not, as of the date on which it is first distributed to Parent Stockholders and as of the

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date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that no Party shall be responsible for the accuracy or completeness of any information relating to another Party or any other information furnished by another Party for inclusion in the Proxy Statement/Prospectus). If at any time prior to the Effective Time any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to any of the Form S-4 and the Proxy Statement/Prospectus, so that any of such documents would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required under applicable Law, disseminated to stockholders of Parent; provided that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any Party hereunder or otherwise affect the remedies available hereunder to any Party.

(e)    Parent shall include the Parent Board Recommendation in the Proxy Statement/Prospectus and shall use its reasonable best efforts to obtain the approval of the Parent Stockholder Matters at the Special Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Law for the purpose of seeking the approval of the Parent Stockholder Matters. The Parent’s board of directors shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation.

(f)    Notwithstanding anything to the contrary herein, all filings and communications contemplated by this Section 5.1 shall be subject to the procedural protections and other provisions contemplated by Section 5.4 in all respects.

Section 5.2    Directors and Officers of Parent After the Transactions.

(a)    Parent and the Company shall take all necessary action such that (i) the board of directors of Parent at the Effective Time shall comprise seven (7) directors, at least a majority of whom shall meet the NYSE director independence requirements and (ii) the Persons as designated in accordance with this Section 5.2(a) are nominated and included for election as members of the board of directors of Parent in the Proxy Statement/Prospectus filed and mailed in accordance with Section 5.1. The director nominees to be presented to Parent Stockholders at the Special Meeting shall be as follows:

(i)    Parent shall designate one (1) director, who shall be appointed as Chairperson;

(ii)    Greensoil shall designate one (1) director; and

(iii)    The Company shall designate five (5) directors, at least four (4) of whom shall meet NYSE director independence requirements and one (1) shall be the Company’s Chief Executive Officer as of immediately prior to the Closing.

(b)    Within thirty (30) days after the date hereof, each of the Company and Parent shall provide to the other Party a list of such Party’s director designees pursuant to Section 5.2(a).

(c)    If any Person so designated by the Company or Greensoil pursuant to Section 5.2(a) is unable to serve or is not duly elected by the Parent Stockholders at the Special Meeting, the Company or Greensoil, respectively, shall designate a successor.

(d)    Parent and the Company shall take all necessary action such that the Persons set forth on Schedule 5.2(d) are appointed as the initial officers of Parent immediately following the Effective Time.

(e)    Except as otherwise agreed in writing by the Company and Parent prior to the Closing, Parent shall take all necessary action so that all of the members of the board of directors of and all officers of Parent and

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Merger Sub resign effective as of the Closing, unless such director is nominated pursuant to Section 5.2(a) and duly elected at the Special Meeting or such officer is included on Schedule 5.2(e) (collectively, the “D&O Resignation Letters”).

(f)    At or prior to the Closing, Parent shall enter into customary indemnification agreements in substantially the form previously filed with the SEC as a “material contract” (as such term is defined in Regulation S-K of the SEC) with each individual to be appointed to, or serving on, the board of directors of Parent upon the Closing, which indemnification agreements shall continue to be effective following the Closing.

Section 5.3    Public Announcements.

(a)    As promptly as practicable after execution of this Agreement, Parent and the Company will prepare, and Parent will file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (“Signing Form 8-K”).

(b)    Promptly after the execution of this Agreement, Parent and the Company will issue a mutually agreed joint press release announcing the execution of this Agreement (“Signing Press Release”).

(c)    Prior to Closing, Parent and the Company shall prepare a Current Report on Form 8-K to be filed by Parent announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed with respect to the Transactions in any report or form to be filed with the SEC (“Closing Form 8-K”). Prior to Closing, Parent and the Company shall prepare a mutually agreed joint press release announcing the consummation of the Transactions (“Closing Press Release”). Following the Closing, Parent shall issue the Closing Press Release. As soon as practicable following the Closing (but in any event within four (4) Business Days), Parent shall file the Closing Form 8-K with the SEC.

(d)    Parent and the Company shall reasonably cooperate to create and implement a communications plan regarding the Transactions (the “Communications Plan”) promptly following the date hereof. Notwithstanding the foregoing, none of the Parties will make any public announcement or issue any public communication regarding this Agreement, the other Ancillary Agreements or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or Parent, in the case of a public announcement by the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company, Parent and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment-related activities (including the Financings) and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) to the extent expressly provided for in the Communications Plan, internal announcements to employees of the Company and its Subsidiaries; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 5.3; and (v) announcements and communications to Governmental Authorities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; provided that nothing in this Section 5.3(c) shall prohibit either party from engaging in ordinary course activities or communications with their respective securityholders, employees, directors, or officers.

Section 5.4    Required Information.

(a)    In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and the Closing Press Release, or any other statement, filing notice,

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or application (other than pursuant to the HSR Act, for which Section 4.6 applies) made by or on behalf of Parent and/or the Company to any Governmental Authority in connection with the Transactions or otherwise, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company (other than regularly released factual business information of the Company) (each, a “Reviewable Document”), and for such other reasonable purposes, each of Parent and the Company shall, upon request by the other, promptly furnish the other with all information concerning themselves, their respective directors or managers, as applicable, officers, stockholders and members (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 5.2) and such other matters as may be reasonably necessary or advisable in connection with the Transactions.

(b)    At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by Parent, on the one hand, or the Company, on the other hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof.

(c)    Any express language included in a Reviewable Document, following its filing, issuance or submission, may be used by the other Party in other Reviewable Documents and in other documents distributed by the other Party in connection with the Transactions without further review or consent of the reviewing Party.

(d)    Prior to the Closing Date (i) Parent and the Company shall notify each other as promptly and as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. Parent and the Company shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.

Section 5.5    Standstill. The Company acknowledges and agrees that it is aware, and that the Company’s Representatives are aware or, upon receipt of any material nonpublic information will be advised of the restrictions imposed by Securities Laws on a Person possessing material nonpublic information about a publicly traded company. Neither the Company nor its directors and officers, directly or indirectly, shall engage in any transactions involving the securities of Parent prior to the Effective Time without the written consent of Parent, communicate such information to any third party, take any other action with respect to Parent in violation of such securities Laws, or cause or encourage any third party to do any of the foregoing.

Section 5.6    No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that (a) it has read Parent’s Final Prospectus and understands that Parent has established the Trust Fund for the benefit of Parent and its public stockholders and that Parent may disburse monies from the Trust Fund only in certain limited situations described in the Final Prospectus and (b) if a Business Combination is not consummated by the time period set forth in Parent’s Charter Documents, Parent will be obligated to return to the holders of Parent Class A Common Stock the amounts being held in the Trust Fund. Accordingly, the Company, for itself and the Company Stockholders, directors, officers, employees, Representatives, Subsidiaries, Affiliates and Associated Persons, hereby waives all right, title, interest or claim of any kind against Parent to collect from the Trust Fund (including any distributions therefrom) any monies that may be owed to them by Parent for any reason whatsoever, including a breach of this Agreement by Parent or any negotiations, agreements or

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understandings with Parent (whether in the past, present or future), and will not seek recourse or claim against the Trust Fund (including any distributions therefrom) at any time for any reason whatsoever regardless of whether such claim arises based on contract, tort, equity or other theory of legal Liability; provided that (i) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Parent pursuant to this Agreement for legal relief against monies or other assets held outside the Trust Fund or for specific performance or other equitable relief in connection with the Transactions and (ii) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against Parent’s assets or funds that are not held in the Trust Fund. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Parent.

Section 5.7    Disclosure of Certain Matters. Each of Parent and the Company will provide the other with prompt written notice of any event, development or condition of which it obtains actual knowledge that (a) gives such Party any reasonable basis to believe that any of the conditions to the obligations of the other Party set forth in Article 6, as applicable, will not be satisfied or (b) would require any amendment or supplement to the Form S-4 or Proxy Statement/Prospectus; provided that the delivery of any notice pursuant to this Section 5.7 shall not affect or be deemed to modify any representation, warranty, covenant, right, remedy or condition to any obligation of any Party or update the Disclosure Schedules.

Section 5.8    Securities Listing. Parent shall use its reasonable best efforts to cause the shares of Parent Class A Common Stock (including those shares of Parent Class A Common Stock issued or issuable upon exercise in connection with any Financing and Lawrie Convertible Note) to be issued under this Agreement to be approved for listing on NYSE as of the Closing Date, subject only to official notice of issuance. Parent and the Company will use reasonable best efforts to ensure that there will be a sufficient number of round lot holders of Parent Class A Common Stock and publicly traded Parent Warrants following the Closing in satisfaction of applicable NYSE listing rules.

Section 5.9    Charter Protections; Directors’ and Officers’ Liability Insurance.

(a)    All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors, managers, officers, employees, fiduciaries, and agents of the Company and Parent (each, a “D&O Indemnified Person”) under applicable Legal Requirement or as provided in the respective Charter Documents of the Company and Parent, or in any indemnification agreements in force as of the date of this Agreement with respect to matters occurring prior to or at the Closing, shall survive and shall continue in full force and effect in accordance with their terms for a period of six (6) years or until the settlement or final adjudication of any Action commenced during such period. The Parent A&R Charter and Parent A&R Bylaws shall contain provisions with respect to indemnification, exculpation and advancement of the D&O Indemnified Persons no less favorable to the D&O Indemnified Persons than set forth in Parent’s Charter Documents as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights of any D&O Indemnified Person thereunder, except as is required under Legal Requirements.

(b)    For a period of six (6) years after the Closing Date, each of Parent and the Surviving Corporation shall indemnify each present (as of immediately prior to the Closing Date) D&O Indemnified Person pursuant to the Parent A&R Charter and Parent A&R Bylaws and applicable Law.

(c)    For a period of six (6) years after the Closing Date, Parent shall not and shall not permit the Surviving Corporation to amend, repeal or otherwise modify any provision in its respective Charter Documents relating to the exculpation or indemnification (including fee advancement) of any officers or directors in a manner that would adversely affect the rights of any D&O Indemnified Person (unless required by any Legal Requirement), it being the intent of the parties that the D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full extent of the law. Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification obligations owed to any of the D&O Indemnified Persons.

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(d)    Upon the Closing, Parent shall purchase a prepaid insurance policy (i.e., “tail coverage”), which policy provides liability insurance coverage for the D&O Indemnified Persons of Parent on no less favorable terms (including in amount and scope) as the policy or policies maintained by Parent immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the Transactions (the “Parent D&O Tail”). The cost of the Parent D&O Tail shall be borne by the Surviving Corporation. The Parent D&O Tail shall be from an insurance carrier with the same or better credit rating as the current insurance carrier(s) of Parent with respect to directors’ and officers’ liability insurance.

(e)    Upon the Closing, the Company shall purchase a prepaid insurance policy (i.e., “tail coverage”), which policy provides liability insurance coverage for the D&O Indemnified Persons of the Company on no less favorable terms (including in amount and scope) as the policy or policies maintained by the Company immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the Transactions (the “Company D&O Tail”). The cost of the Company D&O Tail shall be borne by the Surviving Corporation. The Company D&O Tail shall be from an insurance carrier with the same or better credit rating as the current insurance carrier(s) of the Company with respect to directors’ and officers’ liability insurance.

(f)    If Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision will be made so that the successors and assigns of Parent assume the obligations set forth in this Section 5.9, unless assumed by operation of law.

(g)    The provisions of this Section 5.9 are intended to be for the benefit of, and will be enforceable by, each of the D&O Indemnified Persons and may not be changed after Closing without the consent of each of the D&O Indemnified Persons.

Section 5.10    Trust Fund Disbursement. Upon satisfaction or waiver of the conditions set forth in Article 6 and provision of notice to Continental in accordance with and pursuant to the Trust Agreement, at the Closing, Parent shall cause the documents, opinions, and notices required to be delivered to Continental pursuant to the Trust Agreement to be so delivered, including providing Continental with a trust termination and instruction letter substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). The Trust Termination Letter shall instruct Continental to distribute the Trust Fund as follows: (a) to stockholders who elect to have their shares of Parent Class A Common Stock redeemed for cash in accordance with the provisions of Parent’s Charter Documents (the “Parent Share Redemption Amount”), (b) to the payment of Taxes due and payable prior to Closing, (c) to the payment of the unpaid Company Transaction Expenses as of the Closing Date, (d) to the payment of the unpaid Parent Transaction Expenses as of the Closing Date and (e) to all other payments as mutually agreed upon by Parent and the Company (including to satisfy any Cash Election), with all funds remaining after the foregoing payments to be distributed to Parent. Thereafter, the Trust Fund shall terminate in accordance with its terms.

Section 5.11    Expenses. Except as otherwise expressly provided herein, each Party will pay its own respective financial advisory, legal, accounting and other expenses incurred by it or for its benefit in connection with the preparation and execution of this Agreement and the Ancillary Agreements, the compliance herewith and therewith and the Transactions; provided that, for the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, the Company shall pay, or cause to be paid, all Company Transaction Expenses and Parent shall pay, or cause to be paid, all Parent Transaction Expenses, and (b) if the Closing shall occur, then Parent shall make, or cause to be made, the payments contemplated by Section 5.10 from the Trust Fund; provided that any unpaid Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director.

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Section 5.12    Certain Parent Borrowings. Until the Closing, Parent shall be allowed to borrow funds from the Sponsor up to an aggregate amount of $12,000,000 to meet its reasonable capital requirements necessary for the consummation of the Transactions (“Parent Borrowings”), with any such Parent Borrowings to be made only as reasonably required by the operation of Parent in due course on a non-interest bearing basis and otherwise on arm’s-length terms and conditions and repayable at Closing solely in cash; provided that under that certain Promissory Note, dated May 25, 2021, entered into by and between Parent and Sponsor, the Parent Borrowings may, subject to the terms of the Sponsor Agreement, be repayable in warrants of Parent.

Section 5.13    Affiliate Agreements. Prior to Closing, the Company shall terminate (in form and substance reasonably satisfactory to Parent) each Affiliate Agreement set forth on Schedule 5.13.

Section 5.14    Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the Company shall deliver the Form S-4 to the Company Stockholders and solicit from the Company Stockholders the Company Stockholder Approval by way of a consent solicitation. The Company shall, through its board of directors, recommend to the Company Stockholders that they provide the Company Stockholder Approval and execute a written consent to vote all of the shares of Company Capital Stock beneficially owned by such Company Stockholder in favor of the adoption of this Agreement and the approval of the Merger and transactions contemplated hereby. The Company shall promptly deliver to Parent a copy of each executed written consent upon receipt thereof from any Company Stockholder pursuant to such solicitation. Promptly following the receipt of the written consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCL.

Section 5.15    Registration Rights Agreement. At or prior to the Closing, Parent shall amend and restate that certain Registration Rights Agreement, dated as of January 27, 2021, by and among Parent, the Sponsor and the other parties thereto (as amended and restated, the “A&R Registration Rights Agreement”), the form of which is set forth as Exhibit F hereto, pursuant to which, among other things, Parent will agree to register for resale under the Securities Act, after the lapse or expiration of any transfer restrictions, or lock-up provisions which may apply, the shares of Parent Class A Common Stock held by those Persons set forth on Schedule 5.15 (including shares of Parent Class A Common Stock issuable upon exercise of Parent Warrants or other convertible securities of Parent).

Section 5.16    Incentive Equity Plan. Prior to the Closing Date, Parent shall cause to be adopted the Parent Plan; provided that Parent and the Company agree and acknowledge that the Parent Plan is expected to reserve a number of shares of Parent Class A Common Stock equal to approximately 10% of the number of outstanding shares of Parent Class A Common Stock on a fully diluted basis as of immediately following the Closing (which such number of shares of Parent Class A Common Stock shall, for the avoidance of doubt, be in addition to, and shall not include, the total number of shares of Parent Class A Common Stock issuable upon exercise and settlement of the Substitute Options). As soon as practicable following the date that is sixty (60) days after the Closing, Parent shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to Parent Class A Common Stock issuable pursuant to the Parent Plan and the Company Equity Plan, which shall include a number of shares of Parent Class A Common Stock at least equal to the number of shares of Parent Class A Common Stock that will be subject to Substitute Options as a result of the actions contemplated by Section 1.3(d) of this Agreement. Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as any awards issued under the Parent Plan and the Company Equity Plan remain outstanding.

Section 5.17    Section 16 of the Exchange Act. Prior to the Effective Time, Parent’s board of directors or an appropriate committee thereof shall take all such steps as may be required to adopt a resolution consistent with the interpretive guidance of the SEC so that the acquisition of Parent Class A Common Stock pursuant to this Agreement by any officer or director of Parent or the Company who is expected to become a director or officer (as defined under Rule 16a-1(f) of the Exchange Act) of Parent for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder will be an exempt transaction under such rules and regulations.

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Section 5.18    Closing Financing Certificates.

(a)    Not more than two (2) Business Days prior to the Closing (if practicable), Parent shall deliver to the Company a certificate signed by a duly authorized officer, solely in such capacity and not in its personal capacity (the “Parent Financing Certificate”) setting forth the (i) Parent Share Amount, (ii) Parent Share Redemption Amount, (iii) unpaid Parent Transaction Expenses as of the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing, (iv) expected aggregate gross purchase price to be received by Parent upon the closing of the Financings and (v) amount of cash available in the Trust Fund at the Closing prior to giving effect to the disbursements contemplated in Section 5.10.

(b)    Not more than three (3) Business Days prior to the Closing, the Company shall deliver to Parent a certificate signed by a duly authorized officer, solely in such capacity and not in its personal capacity (the “Company Financing Certificate,” and, together with the Parent Financing Certificate, the “Financing Certificates”) setting forth the (i) unpaid Company Transaction Expenses as of the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and (ii) aggregate gross purchase price to be received by the Company upon the closing of the Private Capital Raise and Committed Capital Raise.

(c)    Each of the Financing Certificates delivered pursuant to this Section 5.18 will confirm in writing that it has been prepared in good faith using the latest available financial information and will include materials showing in reasonable detail the support and computations for the amounts included therein. Each of Parent and the Company shall be entitled to review and make reasonable comments on the matters and amounts set forth in the other’s Financing Certificates so delivered. Each of Parent and the Company will cooperate in the other’s review of the delivered Financing Certificates, including providing the other and its Representatives with reasonable access to the relevant books, records and finance employees. Each of Parent and the Company will cooperate reasonably to revise the Financing Certificates to reflect the other’s reasonable comments; provided that the Company shall make the final determination of the amounts included in the Company Financing Certificate and Parent shall make the final determination of the amounts included in the Parent Financing Certificate.

Section 5.19    Tax Matters.

(a)    Certificate. The Company shall deliver to Parent at the Closing a properly executed and completed certification, in a form reasonably satisfactory to Parent, that meets the requirements of Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), dated not more than thirty (30) days prior to the Closing Date and signed by an executive officer of the Company, certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” (as defined in Section 897(c)(1) of the Code), and a copy of the properly executed notification for Parent to provide to the Internal Revenue Service regarding such certification, prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

(b)    Tax Matters Cooperation. Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns and the Proxy Statement/Prospectus, and any Tax proceeding, including, for the avoidance of doubt, such information and assistance as is reasonably necessary for preparation of any Tax Return, claim for refund or audit, and the prosecution or defense of any claim, suit or proceeding relating to any Tax liability of the Company or any of its Subsidiaries. Such cooperation shall include the retention and (upon the other Party’s request) the provision (with the right to make copies) of records and information reasonably relevant to any Tax Return, claim for refund or audit, and the prosecution or defense of any claim, including making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties shall retain copies of all Tax Returns, schedules, workpapers, records and other

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documents in their possession relating to Tax matters with respect to the Company and its Subsidiaries for periods or portions thereof before the Closing Date until sixty (60) days after the expiration of the applicable statute of limitations with respect to such Tax matters and shall not dispose of such items until it offers the items to the other Party.

(c)    Transfer Taxes. All transfer, sales, use, value-added, real property transfer, stamp, documentary, filing, registration, recordation and other similar Taxes incurred in connection with this Agreement and the transactions contemplated hereby (“Transfer Taxes”) shall be borne by the Party responsible therefor under applicable Law. For the avoidance of doubt, Transfer Taxes shall not include any federal, state, local or non-U.S. Taxes measured by or based upon income or gains. The Party responsible for filing Tax Returns and other documentation with respect to Transfer Taxes shall, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. The Parties shall cooperate in good faith to minimize the amount of any Transfer Taxes payable in connection with the Merger.

Section 5.20    PCAOB Audit of the Company’s Financial Statements. To the extent not already provided to Parent, the Company shall deliver to Parent as promptly as reasonably practicable after the date hereof the consolidated audited financial statements of the Company as of and for the years ended December 31, 2021, and December 31, 2020, and all notes thereto, accompanied by an unqualified report of the PCAOB Auditor (the “PCAOB Audited Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. The PCAOB Audited Financial Statements shall comply as to form in all material respects, and shall be prepared in accordance with U.S. GAAP (as modified by the rules and regulations of the SEC) applied on a consistent basis throughout the periods involved, shall fairly present in all material respects the consolidated financial position of the Company at the date thereof and the results of its operations and cash flows for the period therein indicated. When delivered by the Company to Parent after the date hereof, the PCAOB Audited Financial Statements shall not be inconsistent in any material respect with the Financial Statements for the periods shown. All costs incurred in connection with preparing and obtaining the PCAOB Audited Financial Statements shall be borne by the Company.

Section 5.21    Employment Agreements; Retention Pool

(a)    Employment Agreements. The Company shall use commercially reasonable efforts to cause certain executives of the Company as set forth on Schedule 5.21 to enter into new employment agreements with the Company or Parent, to be effective as of the Closing Date, with such employment agreements to be in form and substance reasonably satisfactory to the Company and Parent.

(b)    Retention Pool. On or within thirty (30) days following the Closing Date, the Company shall establish a cash retention plan on such terms and eligibility requirements as may be approved by the board of directors of Parent and its compensation committee, with such cash awards to be allocated by the Company, in consultation with Parent, as set forth on Schedule 5.21 and to certain additional executives and management of the Company.

(c)    Management Grants. As promptly as practicable after the date hereof (but in any event prior to the Closing Date), the Company shall, in consultation with Parent, determine the members of management of the Company who will receive grants under the Parent Plan as soon as reasonably practicable following the Closing and the allocation thereof among such management members, including the stock option grants set forth on Schedule 5.21.

Section 5.22    Capital Raise. Prior to the Closing, the Company shall be permitted to engage with and seek equity, debt or similar investments in connection with a private capital raise by the Company (the “Private Capital Raise”) in an amount not to exceed $30,000,000 less $8,500,000 committed under the Committed Capital Raise (provided that (i) if the Private Capital Raise is a debt facility, then for purposes of the amount of

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the Private Capital Raise for this Section 5.22, Section 4.7, Section 5.18(b) and the Minimum Cash Closing Condition the amount of the facility shall be considered in such calculation, not the amount funded or available for funding thereunder and (ii) for purposes of the amount of this Section 5.22, Section 4.7, Section 5.18(b) and the Minimum Cash Closing Condition the amount of the Committed Capital Raise shall be $8,500,000). The securities sold in connection with the Private Capital Raise will be offered, sold and issued in compliance in all material respects with applicable Legal Requirements, including federal and state securities laws, all requirements set forth in the Company’s Charter Documents and in accordance in all material respects with any other applicable Contractual Obligation governing the issuance of such securities.

ARTICLE 6

CONDITIONS

Section 6.1    Conditions to the Obligations of Each Party. The respective obligations of each Party to effect the Transactions are subject to the satisfaction as of the Closing Date of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all Parties:

(a)    No Order. No Order shall be in effect by any Governmental Authority which prohibits consummation of any of the Transactions.

(b)    Form S-4. The Form S-4, including the Proxy Statement/Prospectus, shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Form S-4, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending.

(c)    Necessary Stockholder Matters. At the Special Meeting (including any adjournments thereof), the Necessary Stockholder Matters shall have been duly approved and adopted by the Parent Stockholders by the requisite vote under the DGCL, the Parent Charter Documents and NYSE rules and regulations.

(d)    Company Stockholder Approval. The Company Stockholder Approval shall have been obtained.

(e)    Parent Net Tangible Assets. Parent shall have at least $5,000,001 of net tangible assets either immediately prior to or upon the Closing Date, as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act.

(f)    HSR Act. All specified waiting periods under the HSR Act shall have expired or been terminated.

(g)    NYSE Listing. The Parent Class A Common Stock shall have been approved for listing on NYSE as of the Closing Date, subject only to official notice of issuance and the requirement to have a sufficient number of round lot holders pursuant to the NYSE listing rules.

Section 6.2    Additional Conditions to Parent’s Obligations. The obligations of Parent to consummate and effect the Transactions shall be subject to the satisfaction as of the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

(a)    Representations and Warranties. The representations and warranties of the Company (i) set forth in Section 2.1(a) (Organization and Qualification), Section 2.2(a) (Subsidiaries), Section 2.3 (Power and Authorization), Section 2.7 (Capitalization) and Section 2.24 (Brokers) (the representations and warranties set forth in clause (i), the “Fundamental Company Representations”) shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be true and correct in all material respects on the date so specified) and (ii) that are not Fundamental Company Representations, shall have been true and correct as of the date hereof and shall be true

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and correct as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be true and correct on the date so specified), excluding in each case any qualification as to materiality or Company Material Adverse Effect therein, except in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct have not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Parent shall have received a certificate with respect to the foregoing signed on behalf of the Company by an authorized officer that, to the Company’s Knowledge, the conditions set forth in this Section 6.2(a) have been fulfilled as of the Closing Date (“Company Closing Certificate”).

(b)    Performance. The Company shall in all material respects have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company Closing Certificate shall include a provision to such effect.

(c)    Good Standing Certificate. Parent shall have received a certificate of good standing of the Company from its jurisdiction of incorporation or formation.

(d)    No Material Adverse Effect. No Company Material Adverse Effect shall have occurred since the date of this Agreement, and the Company Closing Certificate shall include a provision to such effect.

Section 6.3    Additional Conditions to the Company’s Obligations. The obligations of the Company to consummate and effect the Transactions shall be subject to the satisfaction as of the Closing Date of each of the following conditions, any of which may be waived, in writing, by the Company:

(a)    Representations and Warranties. The representations and warranties of the Parent and Merger Sub (i) set forth in Section 3.1(a) (Organization and Qualification), Section 3.2 (Subsidiaries), Section 3.3 (Power and Authorization), Section 3.7 (Capitalization) and Section 3.19 (Brokers) (the representations and warranties set forth in clause (i), the “Fundamental Parent Representations”) shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be true and correct in all material respects on the date so specified) and (ii) that are not Fundamental Parent Representations shall have been true and correct as of the date hereof and shall be true and correct as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be true and correct on the date so specified), excluding in each case any qualification as to materiality or Parent Material Adverse Effect therein, except in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct have not had and would not be reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Company shall have received a certificate with respect to the foregoing signed on behalf of each of Parent and Merger Sub by an authorized officer of Parent that, to Parent’s Knowledge, the conditions set forth in this Section 6.3(a) have been fulfilled as of the Closing Date (“Parent Closing Certificate”).

(b)    Performance. Each of Parent and Merger Sub shall in all material respects have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Parent Closing Certificate shall include a provision to such effect.

(c)    Good Standing Certificate. The Company shall have received certificates of good standing of Parent and Merger Sub from its jurisdiction of incorporation or formation.

(d)    Available Funds. The funds contained in the Trust Fund, after paying any cash consideration to be paid as a result of a Cash Election and after making the disbursement described in Section 5.10(a) through Section 5.10(d), together with the proceeds received (i) by Parent at the closing of the Financings and (ii) by the Company in the Private Capital Raise and Committed Capital Raise, shall equal or exceed $125,000,000 (the “Minimum Cash Closing Condition”).

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ARTICLE 7

TERMINATION

Section 7.1    Termination of Agreement. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:

(a)    by mutual written consent of Parent and the Company;

(b)    by either Parent or the Company, if the Closing has not occurred on or before 5:00 p.m. New York City time on February 1, 2023 (as may be extended, the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to (i) Parent if Parent is then in breach in any material respect of its obligations hereunder such that the closing conditions set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied or (ii) the Company if the Company is then in breach in any material respect of its obligations hereunder such that the closing conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied; provided that that Parent shall use commercial reasonable efforts to obtain an Extension as necessary and, if such Extension is consummated, the Termination Date shall be automatically extended to the shortest of (I) the period ending on June 1, 2023, and (II) the period ending on the last date for Parent to consummate its Business Combination pursuant to such Extension;

(c)    by either Parent or the Company, if a Governmental Authority having competent jurisdiction has issued an order or taken any other action having the effect of permanently restraining, enjoining, or otherwise prohibiting the Merger, which order or other action will have become final and nonappealable; provided that neither Parent nor the Company shall have the right to terminate this Agreement pursuant to this Section 7.1(c) if any action of such party or its Subsidiaries or failure of such party or its Subsidiaries to perform or comply with its obligations under this Agreement shall have caused such Legal Requirement or injunction and such action or failure to perform constitutes a breach of this Agreement;

(d)    by either Parent or the Company, if the Special Meeting has been held (including following any adjournment or postponement thereof) and has concluded, the Parent Stockholders have duly voted and any of the Necessary Stockholder Matters are not approved or adopted by the Parent Stockholders by the requisite vote under the DGCL and the Parent Charter Documents;

(e)    by Parent, if the Company has not received the Company Stockholder Approval by the requisite vote under the DGCL and the Company’s Charter Documents within fifteen (15) days following the SEC Approval Date;

(f)    by the Company, if (i) any of the representations and warranties of Parent or Merger Sub contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.3(a) would not be satisfied or (ii) Parent or Merger Sub will have breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in Section 6.3(b) would not be satisfied; provided that, if such breach is curable by Parent or Merger Sub prior to the Closing Date, then the Company may not terminate this Agreement for a period of thirty (30) days after delivery of written notice from the Company to Parent of such breach, provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(f) will not be available if the Company is in breach in any material respect of its obligations hereunder;

(g)    by Parent, if (i) any of the representations and warranties of the Company contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.2(a) would not be satisfied or (ii) the Company will have breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in Section 6.2(b) would not be satisfied; provided that, if such breach is curable by the Company prior to the Closing Date, then Parent may not terminate this Agreement for a period of thirty (30) days after delivery of written notice from Parent to the Company of such breach, provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(g) will not be available if Parent is in breach in any material respect of its obligations hereunder; or

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(h)    by the Company, if, prior to Parent obtaining approval of the Necessary Stockholder Matters by the Parent Stockholders, Parent’s board of directors shall have failed to include the Parent Board Recommendation in the Proxy Statement/Prospectus distributed to the Parent Stockholders; provided that in the case of this Section 7.1(h), the Company exercises its termination right within ten (10) Business Days after such failure to include the Parent Board Recommendation in the Proxy Statement/Prospectus, provided that any Party desiring to terminate this Agreement will give written notice of such termination to the other Parties.

Section 7.2    Notice of Termination; Effect of Termination.

(a)    Any termination of this Agreement under Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating Party to the other Parties.

(b)    In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 4.2(a) (Confidentiality), Section 5.6 (No Claim Against Trust Fund), Section 5.11 (Expenses), this Section 7.2 and Article 8 (Miscellaneous), which sections shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from liability for (i) any willful and material breach of any covenant or agreement set forth in this Agreement by such Party occurring prior to such termination or (ii) such Party’s Actual Fraud.

ARTICLE 8

MISCELLANEOUS

Section 8.1    Notices. Any notice, request, demand, claim or other communication required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered personally, delivered by nationally recognized overnight courier service, sent by certified or registered mail, postage prepaid, or delivered by e-mail. Any such notice, request, demand, claim or other communication will be deemed to have been delivered and given (a) when delivered, if delivered personally, (b) the Business Day after it is deposited with such nationally recognized overnight courier service, if sent for overnight delivery by a nationally recognized overnight courier service, (c) upon electronic delivery confirmation thereof, if delivered by e-mail, or (d) five (5) Business Days after the date of mailing, if mailed by certified or registered mail, postage prepaid, in each case, to the following address or to such other address or addresses as such Party may subsequently designate to the other Parties by notice given hereunder:

If to the Company (prior to the Closing), to:

Electriq Power, Inc.

625 N. Flagler Drive

West Palm Beach, Florida 33401

Attention: Legal Department

Email: Jim.vanhoof@electriqpower.com

Phone Number: 860-996-2411

with a copy (which will not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attention:	David Landau
	Anthony Ain
Email:	dlandau@egsllp.com
	aain@egsllp.com

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If to Parent and Merger Sub (or to the Company after the Closing), to:

TLG Acquisition One Corp.

515 Flagler Drive, Suite 520

West Palm Beach, FL 33401

Attention: Michael Lawrie

Email: Mikelawrie@tlgholding.com

with a copy (which will not constitute notice) to:

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, TX 77002-6117

Attention:	Gerald M. Spedale
	Chris Trester
Email:	gspedale@gibsondunn.com
	ctrester@gibsondunn.com

Each of the Parties to this Agreement may specify a different address or email address by giving notice in accordance with this Section 8.1 to each of the other Parties hereto.

Section 8.2    Succession and Assignment; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a Party hereto for all purposes hereof. No Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties hereto, and any attempt to do so will be null and void ab initio. Except as expressly provided herein (including Section 5.9 and Section 8.14), this Agreement is for the sole benefit of the Parties hereto and their successors and permitted assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the Parties hereto and such successors and permitted assignees, any other right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, each of the D&O Indemnified Persons shall be a third-party beneficiary of the provisions set forth in Section 5.9.

Section 8.3    Amendments and Waivers. No amendment or waiver of any provision of this Agreement will be valid and binding unless it is in writing and signed, in the case of an amendment, by Parent and the Company, or in the case of a waiver, by the Party against whom the waiver is to be effective. No waiver by any Party of any breach or violation of, default under or inaccuracy in any representation, warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent breach or violation of, default under or inaccuracy in any such representation, warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any Party in exercising any right, power or remedy under this Agreement will operate as a waiver thereof.

Section 8.4    Entire Agreement. This Agreement, together with the Ancillary Agreements, the Confidentiality Agreement and any other documents, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect thereto. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly provided for herein and therein.

Section 8.5    Counterparts; Electronic Delivery. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Agreement will become effective when duly executed and delivered by each Party hereto. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page or by DocuSign or similar electronic means) and each such counterpart signature page will constitute an original for all purposes.

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Section 8.6    Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable Legal Requirements, be invalid or unenforceable in any respect, each Party hereto intends that such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Legal Requirements.

Section 8.7    Governing Law. This Agreement, the rights of the Parties hereunder and all Actions arising in whole or in part under or in connection herewith will be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

Section 8.8    Jurisdiction; Venue; Service of Process; JURY WAIVER.

(a)    Jurisdiction. Each of the Parties to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware (the “Delaware Courts”), for the purpose of any Action relating to or arising in whole or in part under or in connection with this Agreement, any Ancillary Agreement or the Transactions (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), (ii) hereby waives, to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim or objection that it is not subject personally to the jurisdiction of the Delaware Courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the Delaware Courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the Delaware Courts or should be stayed by reason of the pendency of some other Action in any other court other than one of the Delaware Courts or that this Agreement, any Ancillary Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the Delaware Courts. Notwithstanding the previous sentence, a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts.

(b)    Venue. Each of the Parties to this Agreement agrees that for any Action among any of the Parties relating to or arising in whole or in part under or in connection with this Agreement, any Ancillary Agreement or the Transactions (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), such Party will bring such Action only in the Delaware Courts. Notwithstanding the previous sentence, a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts. Each Party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.

(c)    Service of Process. Each of the Parties to this Agreement hereby (i) consents to service of process in any Action among any of the Parties hereto relating to or arising in whole or in part under or in connection with this Agreement, any Ancillary Agreement or the Transactions (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise) in any manner permitted by applicable law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8.1, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

(d)    WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND

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COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OF THE TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OF THE TRANSACTIONS AND THAT SUCH ACTIONS, CLAIMS, DEMAND OR CAUSES OF ACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 8.9    Specific Enforcement. Each of the Parties hereto agrees that irreparable harm for which monetary damages, even if available, would not be an adequate remedy would occur in the event that it does not fully and timely perform its obligations under or in connection with this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement and the Closing) in accordance with its terms or otherwise breach such provisions. Each of the Parties hereto acknowledges and agrees that (a) the other Parties will be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages and without posting a bond or undertaking and without proof of damages, this being in addition to any other remedy to which such other Parties are entitled under the Law or in equity and (b) the right to obtain an injunction, specific performance or other equitable relief is an integral part of the Transactions, and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 8.9 shall not be required to provide any bond or other security or undertaking and without proof of damages in connection with any such injunction.

Section 8.10    Interpretation. The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall require, any pronoun shall include the corresponding masculine, feminine and neuter forms. When a reference is made in this Agreement to an Exhibit or Schedule, such reference shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of this Agreement. Unless otherwise indicated, (a) the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation,” (b) the words “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Disclosure Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement, (c) words importing the singular shall also include the plural and vice versa, (d) the word “or” is disjunctive, but not necessarily exclusive, (e) the words “writing” and “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, (f) the word “day” means calendar day, unless Business Day is expressly specified, and (g) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Reference to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a document or item of information having been “made available” will be deemed to include the posting of such document or item of information in an electronic data room accessible by Parent or any of its representatives.

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Section 8.11    Currency. Unless otherwise specified, all references to currency amounts in this Agreement shall mean United States dollars.

Section 8.12    Non-Survival of Representations, Warranties and Covenants. Except (a) as otherwise contemplated by Section 7.2(b) or (b) in the case of claims against a Person in respect of such Person’s Actual Fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and each of the foregoing shall terminate and expire upon the occurrence of the Effective Time, except for (i) those covenants and agreements contained herein that, by their terms, expressly apply in whole or in part after the Closing, and then only with respect to any breaches occurring after the Closing and (ii) this Article 8.

Section 8.13    Non-Recourse. Except in the case of claims against a Person in respect of such Person’s Actual Fraud:

(a)    solely with respect to the Company, Parent and Merger Sub, this Agreement may only be enforced against, and any claim or cause of action (whether in contract or in tort, in law or in equity or granted by statute) based upon, in respect of, arising out of or related to this Agreement or the transactions contemplated hereby may only be brought against, the Company, Parent and Merger Sub as named parties hereto; and

(b)    no Person (other than the Company, Parent or Merger Sub, and then only to the extent of the specific obligations undertaken by such Party) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent or Merger Sub under this Agreement for any claim based on, arising out of or related to this Agreement or the transactions contemplated hereby.

Section 8.14    Legal Representation.

(a)    Parent and the Company, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (i) the Sponsor, the stockholders or holders of other equity interests of Parent or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than Parent) (collectively, the “Parent Group”), on the one hand, and (ii) Parent and/or any member of the Company Group (as defined below), on the other hand, any legal counsel, including Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), that represented Parent or a member of the Parent Group prior to the Closing may represent any member of the Parent Group in such dispute even though the interests of such Persons may be directly adverse to Parent, and even though such counsel may have represented Parent in a matter substantially related to such dispute, or may be handling ongoing matters for Parent and/or a member of the Parent Group. Neither Parent nor the Company shall seek to or have Gibson Dunn disqualified from any such representation with respect to this Agreement or the Transactions based upon the prior representation of the Parent Group by Gibson Dunn. The Parties hereby waive any potential conflict of interest arising from such prior representation, and each Party shall cause its respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each Party acknowledges that such consent and waiver is voluntary, that it has been carefully considered and that such Party has consulted with counsel in connection therewith. Parent and the Company, on behalf of their respective successors and assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among Parent, the Sponsor and/or any other member of the Parent Group, on the one hand, and Gibson Dunn, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Parent Group after the Closing, and shall not pass to or be claimed or controlled by Parent.

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(b)    Parent and the Company, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (i) the stockholders or holders of other equity interests of the Company and any of their respective directors, members, partners, officers, employees or Affiliates (other than Parent) (collectively, the “Company Group”), on the one hand, and (ii) Parent and/or any member of the Parent Group, on the other hand, any legal counsel, including Ellenoff Grossman & Schole LLP (“EGS”), that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to Parent, and even though such counsel may have represented Parent and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Parent. Neither Parent nor the Company shall seek to or have EGS disqualified from any such representation with respect to this Agreement or the Transactions based upon the prior representation of the Company Group by EGS. The Parties hereby waive any potential conflict of interest arising from such prior representation, and each Party shall cause its respective Affiliates to consent to waive any potential conflict of interest arising from such representation. Each Party acknowledges that such consent and waiver is voluntary, that it has been carefully considered and that such Party has consulted with counsel in connection therewith. Parent and the Company, on behalf of their respective successors and assigns, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Company Group, on the one hand, and EGS, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by Parent.

(c)    The covenants, consents and waivers contained in this Section 8.14 shall not be deemed exclusive of any other rights to which Gibson Dunn or EGS are entitled, whether pursuant to law, contract or otherwise.

(d)    This Section 8.14 is intended for the benefit of, and shall be enforceable by, the Parent Group and the Company Group. This Section 8.14 shall be irrevocable, and no term of this Section 8.14 may be amended, waived or modified without the prior written consent of Gibson Dunn or EGS, as applicable.

Section 8.15    Disclosure Schedules and Exhibits. The Company Schedules, Parent Schedules and other Schedules contemplated by this Agreement (collectively, the “Disclosure Schedules”) shall be arranged in separate parts corresponding to the numbered and lettered sections and subsections contained in this Agreement, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify the corresponding section of the Agreement and any other sections of the Agreement to the extent that it is reasonably foreseeable on the face of the disclosure (without reference to any document referred to therein or any independent knowledge on the part of the reader regarding the matter disclosed) that such disclosure is also applicable to such other sections of the Agreement (notwithstanding the absence of a specific cross-reference). The inclusion of any matter, fact, information or circumstance in the Disclosure Schedules shall not be deemed to be an admission or acknowledgment or otherwise imply that such matter, fact, information or circumstance is required to be listed in the Disclosure Schedules in order for any representation or warranty or covenant in the Agreement to be true and correct, or that any such matter, fact, information or circumstance is material (or not material) to or outside (or in) the ordinary course of business of the disclosing party or any of its or Subsidiaries or that any such matter, fact, information or circumstance is above or below any specified threshold, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between the Parties.

[Remainder of Page Left Intentionally Blank; Signature Page Follows]

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.

PARENT:
TLG ACQUISITION ONE CORP.
By:	/s/ John Michael Lawrie
Name:	John Michael Lawrie
Title:	Chief Executive Officer

MERGER SUB:
EAGLE MERGER CORP.
By:	/s/ John Michael Lawrie
Name:	John Michael Lawrie
Title:	President

[Signature Page to Merger Agreement]

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.

COMPANY:
ELECTRIQ POWER, INC.
By:	/s/ Frank Magnotti
Name:	Frank Magnotti
Title:	Chief Executive Officer

[Signature Page to Merger Agreement]

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Appendix A

Certain Definitions

“Action” means any judicial or administrative action, suit, litigation, arbitration or proceeding, or any inquiry, audit, demand, examination, hearing, claim, charge, complaint or investigation (in each case, whether civil, criminal or administrative and whether public or private), at law or in equity, pending or brought by or before any Governmental Authority or arbitrator.

“Actual Fraud” means common law fraud that involves a knowing and intentional misrepresentation in the representations and warranties set forth in Article 2 (with respect to the Company) or Article 3 (with respect to Parent and Merger Sub), as applicable, with the intent that the other Party rely thereon, and, for the avoidance of doubt, does not include constructive or equitable fraud or other claims based on constructive knowledge, negligent misrepresentation or similar theories that do not constitute common law fraud under Delaware law.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. The term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise, and the terms “controlled” and “control” have meanings correlative thereto.

“Ancillary Agreements” means the Certificate of Merger, Sponsor Agreement, Support Agreements, Lock-Up Agreements, A&R Registration Rights Agreement, Parent Plan, the Parent Financing Certificate, the Company Financing Certificate, the D&O Resignation Letters, the Lawrie Convertible Note and the Financing Agreements.

“Anti-Corruption Laws” means the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UN Convention against Corruption, the United States Foreign Corrupt Practices Act of 1977, the United States Currency and Foreign Transactions Reporting Act of 1970, as amended, the UK Bribery Act of 2010 and any other Legal Requirement in any jurisdiction in which the Company or its Subsidiaries conducts business or provides or offers goods or services which (a) prohibits the conferring of any gift, payment or other benefit on any Person or any officer, employee, agent or advisor of such Person and/or (b) is broadly equivalent to any of the foregoing or was intended to enact the provisions of any of the foregoing, or which has as its objective the prevention of corruption.

“Associated Person” means, in relation to the Company or its Subsidiaries, a Person (including any director, contractor, employee, agent or Subsidiary) who performs or has performed services for or on behalf of the Company or its Subsidiaries.

“Assumed Percentage” means a fraction, (a) the numerator of which is 47,500,000 and (b) the denominator of which is 52,000,000.

“Business Combination” has the meaning ascribed to such term in Parent’s Charter Documents.

“Business Day” means any day other than a Saturday or a Sunday or a weekday on which banks in New York, New York are authorized or required to be closed.

“Business Systems” means all Software (including Company Services and Company Source Code), computer hardware (whether general or special purpose), electronic data processing information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals and computer systems, including any outsourced systems and processes that are owned or controlled by the Company or any Subsidiary in the conduct of its business.

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“CARES Act” means the Coronavirus Aid, Relief and Economic Security Act, as amended.

“Cash” means, as at a specified date, the aggregate amount of all cash and cash equivalents held by a Person required to be reflected as cash and cash equivalents on a consolidated balance sheet of the of such Person as of such date prepared in accordance with GAAP.

“Cash Percentage” means a fraction, (a) the numerator of which is $25,000,000 and (b) the denominator of which is $475,000,000.

“Closing Merger Consideration” means 47,500,000 shares of Parent Class A Common Stock.

“Company Convertible Instruments” means that certain Simple Agreement for Future Equity, dated as of June 2, 2021, by and between Greensoil Building Innovation Fund Co-Investment I, L.P. and the Company; Simple Agreement for Future Equity, dated as of June 15, 2021, by and between Greensoil Building Innovation Fund Co-Investment I, L.P. and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between KT4 Partners, LLC and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between 10X Tech Ventures, LLC and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between David T. Bell, Allison J. Bell and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between Wendy Findlay and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between Joe Freedman and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between JEL Partnership and the Company; Simple Agreement for Future Equity, dated as of May 13, 2021, by and between Keith T. White and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between James Lovewell and the Company; Simple Agreement for Future Equity, dated as of May 17, 2021, by and between Chadwick Manning Corporation and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between O’Shanter Development Company Ltd. and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between Brandon Sanchez and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between Jason Shinder and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between Venturon Ltd. and the Company; Simple Agreement for Future Equity, dated as of May 7, 2021, by and between Westhaver Partners Inc. and the Company; Simple Agreement for Future Equity, dated as of May 10, 2021, by and between Jeff Wright and the Company; Simple Agreement for Future Equity, dated as of May 11, 2021, by and between Geoffrey and Barbara Younghusband and the Company; Simple Agreement for Future Equity, dated as of June 15, 2021, by and between GSF Fin 2, LLC and the Company; Simple Agreement for Future Equity, dated as of July 1, 2021, by and between Greensoil Building Innovation Fund Co-Investment I, L.P. and the Company; Simple Agreement for Future Equity, dated as of July 9, 2021, by and between Frank Napolitano and the Company; Simple Agreement for Future Equity, dated as of October 4, 2021, by and between Jim Van Hoof and the Company; Simple Agreement for Future Equity, dated as of October 7, 2021, by and between James Lovewell and the Company; Simple Agreement for Future Equity, dated as of October 8, 2021, by and between Maria Huusom and the Company; Simple Agreement for Future Equity, dated as of October 14, 2021, by and between Agastheeswaran Somasundaram and the Company; Simple Agreement for Future Equity, dated as of October 15, 2021, by and between Kawaljeet Singh and the Company; Simple Agreement for Future Equity, dated as of October 15, 2021, by and between Mukul Vaingankar and the Company; Simple Agreement for Future Equity, dated as of October 15, 2021, by and between Jeffrey Besen and the Company; Simple Agreement for Future Equity, dated as of November 1, 2021, by and between JEL Partnership and the Company; Simple Agreement for Future Equity, dated as of November 2, 2021, by and between Avraham Holdings, Inc. and the Company; Simple Agreement for Future Equity, dated as of November 4, 2021, by and between O’Shanter Development Company and the Company; Simple Agreement for Future Equity, dated as of November 15, 2021, by and between SSD Famcorp Limited and the Company; Simple Agreement for Future Equity, dated as of November 15, 2021, by and between Leo DelZotto and the Company; Simple Agreement for Future Equity, dated as of November 15, 2021, by and between Sandra DelZotto and the Company; Simple Agreement for Future Equity, dated as of November 15, 2021, by and between Astonbury Developments Limited and the Company.

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“Company Convertible Securities” means, collectively, the Company Stock Options, the Company Convertible Instruments, the Company Warrants, the Lawrie Convertible Note and any other options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

“Closing Date” means the date on which the Closing actually occurs.

“Committed Capital Raise” means the sale by the Company to John Michael Lawrie of the Lawrie Convertible Note.

“Company Capital Stock” means the Company Common Stock and Company Preferred Stock.

“Company Common Stock” means the Common Stock of the Company, $0.0001 par value per share.

“Company Equity Plan” means the Company 2015 Equity Incentive Plan.

“Company Intellectual Property Rights” means the Intellectual Property Rights owned or purported to be owned by the Company and/or its Subsidiaries.

“Company Material Adverse Effect” means any change, event, occurrence or effect, individually or when aggregated with other changes, events, occurrences or effects, that has had or would reasonably be expected to have a material adverse effect on (a) the condition (financial or otherwise), assets, liabilities, business or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company and its Subsidiaries to timely perform any of its or their respective covenants or obligations under this Agreement or any Ancillary Agreement or to consummate the Transactions; provided that, in the case of clause (a) only, no change, event, occurrence or effect to the extent resulting from or arising out of any of the following shall be deemed to constitute a Company Material Adverse Effect or be taken into account in determining whether there has been a Company Material Adverse Effect: (i) changes in general U.S. or global economic or political conditions, including changes in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, or changes that generally affect the industries in which the Company or any of its Subsidiaries principally operate, (ii) changes in applicable Legal Requirements, U.S. GAAP, or authoritative interpretations of any of the foregoing, (iii) acts of war, sabotage, terrorism, natural or man-made disasters, epidemics, pandemics (including COVID-19) or acts of God, (iv) changes attributable to the public announcement of the Transactions, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees (provided that the exception in this clause (iv) shall not apply to the representations and warranties set forth in Section 2.5 to the extent that its purpose is to address the consequences resulting from the public announcement of the Transactions or the condition set forth in Section 6.2(a) to the extent it relates to such representations and warranties), (v) Public Health Measures, (vi) any failure, in and of itself, to meet any projections after the date hereof (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition) or (vii) any action expressly required to be taken or expressly required to be omitted to be taken pursuant to this Agreement (except for Section 4.1); provided, however, in the case of clauses (i) through (iii) and (v), such change, event, occurrence or effect may be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, to the extent such change, event, occurrence or effect has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the business and industries in which they operate.

“Company Preferred Stock” means the Company Seed Preferred Stock, Company Seed-1 Preferred Stock and Company Seed-2 Preferred Stock.

“Company Seed Preferred Stock” means the Seed Preferred of the Company, par value $0.0001 per share.

“Company Seed-1 Preferred Stock” means the Seed-1 Preferred of the Company, par value $0.0001 per share.

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“Company Seed-2 Preferred Stock” means the Seed-2 Preferred of the Company, par value $0.0001 per share.

“Company Services” means the technology, platform, products or services that as of the date of this Agreement are marketed, licensed, sold, under development, supported or distributed by the Company or any of its Subsidiaries.

“Company Source Code” means the source code or algorithms for any Software owned or purposed to be owned by the Company or any Subsidiary.

“Company Stockholders” means the holders of Company Common Stock and Company Preferred Stock.

“Company Transaction Expenses” means, without duplication, all out-of-pocket fees and expenses of the Company and its Subsidiaries paid or payable (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including: (a) fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (b) 50% of the filing fees payable to Governmental Authorities in connection with the HSR Act, (c) 50% of the filing fees payable to Governmental Authorities in connection with the Form S-4, (d) change-in-control payments, transaction bonuses, retention payments, severance or similar compensatory payments payable by the Company or any of its Subsidiaries to any current or former employee (including any amounts due under any consulting agreement with any such former employee), independent contractor, officer or director of the Company or any of its Subsidiaries solely as a result of the transactions contemplated hereby, including the employer portion of payroll Taxes arising therefrom, (e) all payments by the Company or any of its Subsidiaries to obtain any third-party consent required under any Contract in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreements and (f) any other fees, expenses, commissions or other amounts that are expressly allocated to the Company or any of its Subsidiaries pursuant to this Agreement or any Ancillary Agreement.

“Company’s Knowledge” and similar formulations mean that one or more of the individuals set forth on Schedule A-1 has actual knowledge of the fact or other matter at issue, assuming reasonable due inquiry and investigation consistent with their respective job duties and functions.

“Consents” means any notice, authorization, qualification, registration, filing, notification, waiver, order, consent or approval to be obtained from, filed with or delivered to a Governmental Authority or other Person.

“Contractual Obligation” or “Contracts” means, with respect to any Person, any legally binding contract, agreement, lease, sublease, license, sublicense or other commitment, understanding or arrangement, whether written or oral.

“COVID-19” means SARS-CoV-2, coronavirus or COVID-19 and mutations, variations or evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Response Law” means the 2021 Consolidated Appropriations Act, the CARES Act, the FFCRA, the presidential Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, as issued on August 8, 2020, and any other similar U.S. federal, state, local or non-U.S. law, or administrative guidance that addresses the COVID-19 pandemic and associated economic downturn.

“Customers” means all Persons to which the Company or any Subsidiary provides the Company Services.

“Economic Sanctions Laws” means any economic or financial sanctions administered by OFAC, the United States State Department, the United States Department of the Treasury, the United Nations or any other national, international or multinational economic sanctions authority of the jurisdictions where the Company or any of its Subsidiaries conducts business or provides or offers goods or services.

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“Election Deadline” means 5:00 p.m. local time in New York, New York on the date that is five (5) Business Days prior to Company’s good faith estimate of the Closing Date, or such other date as may be mutually agreed upon by the Parties.

“Employee Plan” means any plan, program, policy, or arrangement that (a) is an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (whether or not subject to ERISA), (b) provides equity or equity-based compensation, including any options to acquire units, profits interest, restricted units, equity appreciation rights and phantom stock or (c) any other material deferred-compensation, employment, pension, retirement, severance, change in control, retention, stock purchase, welfare-benefit, death, disability, medical, bonus, incentive or fringe-benefit plan or arrangement (in each case, other than any plan, program or arrangement mandated by applicable Legal Requirements).

“Environmental Laws” means any Legal Requirement relating to (a) releases of Hazardous Substances, (b) pollution, protection or restoration of the environment or natural resources, (c) the handling, transport, use, treatment, storage or disposal of Hazardous Substances or (d) human exposure to Hazardous Substances, and includes, but is not limited to, United States federal statutes known as the Clean Air Act, Clean Water Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right-to-Know Act, Endangered Species Act, Hazardous Materials Transportation Act, Migratory Bird Treaty Act, National Environmental Policy Act, Occupational Safety and Health Act (as it relates to human exposure to Hazardous Substances), Oil Pollution Act of 1990, Resource Conservation and Recovery Act, Safe Drinking Water Act, Toxic Substances Control Act or any similar law in any jurisdiction in which the Company conducts business or provides or offers goods or services.

“ERISA Affiliate” means any entity that could be treated as a single employer with the Company or any of its Subsidiaries under Section 414(b) or (c) of the Code or, to the extent relevant under and for purposes of applicable Code provisions, Section 414(m) or (o) of the Code.

“Escrow Agreement” means an escrow or similar agreement with terms and conditions to be mutually agreed upon by the Company and Parent.

“Escrow Consideration” means 2,000,000 shares of Parent Class A Common Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means a fraction, (a) the numerator of which is 52,000,000 and (b) the denominator of which is the Total Company Shares Outstanding.

“Export Control Laws” means all U.S. import and export laws (including those laws under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120-130; and Treasury (Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599), United States Executive Order 13224, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act and all comparable applicable laws outside the United States.

“Federal Securities Laws” means U.S. federal securities laws and the rules and regulations of the SEC and NYSE promulgated thereunder.

“FFCRA” means the Families First Coronavirus Response Act, Pub L. No. 116-127 (116th Cong.) (Mar. 18, 2020), as amended.

“Final Prospectus” means Parent’s Final Prospectus dated February 4, 2021.

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“Form S-4” means the registration statement on Form S-4 of Parent with respect to the registration of the shares of Parent Class A Common Stock to be issued in the Merger and Financings.

“Governmental Authority” means any (i) government of any nation, state, city, locality, municipality or other political subdivision thereof, (ii) governmental or quasi-governmental entity of any nature (including any governmental agency or entity and any court or other tribunal) or (iii) any entity exercising or entitled to exercise any executive, legislative, judicial, police, taxing, regulatory or administrative functions of or pertaining to government, including any arbitral tribunal (public or private) or commission.

“Greensoil” means GBIF Management Ltd.

“Hazardous Substance” means (a) those substances defined in or regulated as hazardous or toxic substances, materials or wastes under any Environmental Law, (b) petroleum and petroleum products or by-products, including crude oil and any fractions thereof, (c) natural gas, synthetic gas and any mixtures thereof, (d) friable asbestos-containing material, polychlorinated biphenyls, radioactive materials and radon, (e) any other substance regulated as a pollutant or contaminant under Environmental Law or (f) any biological or chemical substance, material or waste regulated or classified as toxic, hazardous or radioactive by any Governmental Authority in any jurisdiction in which the Company conducts business or provides or offers goods or services.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness” means, as of any time, without duplication, with respect to any Person, all amounts arising under any obligations of such Person and its Subsidiaries (on a consolidated basis) for, or in respect to, (a) indebtedness for borrowed money or indebtedness issues or incurred in substitution or exchange for borrowed money, (b) other obligations evidenced by any note, bond, debenture or other debt security, (c) reimbursement and other obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or other similar instruments, in each case, solely to the extent drawn, (d) derivative, hedging, swap, foreign exchange or similar arrangements, including swaps, caps, collars, hedges or similar arrangements, (e) with respect to the Company and its Subsidiaries, any and all liabilities for amounts that the Company and its Subsidiaries has deferred pursuant to Section 2302 of the CARES Act and all Taxes (including withholding Taxes) deferred pursuant to Internal Revenue Service Notice 2020-65 or any related or similar order or declaration from any Governmental Authority (including without limitation the Presidential Memorandum, dated August 8, 2020, issued by the President of the United States) and (f) any of the obligations of any other Person of the type referred to in clauses (a) through (e) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such Indebtedness has been assumed by such Person, and with respect to clauses (a) through (f), including all accrued and unpaid interest, fees, expenses and other payment obligations (including any prepayment penalties, premiums, costs, breakage or other amounts payable upon the discharge thereof) arising under or in respect of such Indebtedness.

“Information Privacy and Security Laws” means all applicable Legal Requirements and guidelines from Governmental Authorities relating to the Company or any of its Subsidiaries’ Processing of Personal Confidential Information, including the privacy, data protection and data security of Personal Confidential Information, sending solicited or unsolicited electronic mail and text messages, cookies and the transfer of Personal Confidential Information, as applicable in all relevant jurisdictions where the Company and its Subsidiaries conduct business, including, to the extent applicable, (i) the European General Data Protection Regulation of April 27, 2016 (Regulation (EU) 2016/679) (GDPR), and/or any implementing or equivalent national Laws, (ii) the UK General Data Protection Regulation (UK GDPR), (iii) the Swiss Federal Act on Data Protection and (iv) U.S. federal and state Legal Requirements, in particular, the California Consumer Privacy Act of 2018 and its regulations, the New York SHIELD Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Children’s Online Privacy Protection Act, the Payment Card Industry Data Security Standards, binding guidance of each Governmental Authority having the effect of law as pertains to such Legal

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Requirements and other local, state, federal and foreign data security laws, data breach notification laws and consumer protection laws.

“Intellectual Property Rights” means any and all statutory and/or common law rights throughout the world in, arising out of, or associated with any of the following: (a) all United States and foreign patents and utility models and applications therefor (including provisional applications) and all reissues, divisions, renewals, reexaminations, extensions, provisionals, substitutions, continuations, continuations in part and equivalents thereof; (b) all trade secrets, know-how, technologies, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs, specifications and confidential information; (c) copyrights and all other rights corresponding thereto in any works of authorship (including copyrights in Software), whether published or unpublished; (d) all trademark rights and similar rights in trade names, trade dress, logos, trademarks and service marks and other indicia of origin together with the goodwill associated with any of the foregoing; (e) all rights in databases and data collections (including knowledge databases, customer lists and customer databases); (f) all rights to uniform resource locators, web site addresses and domain names; (g) any similar, corresponding or equivalent rights to any of the foregoing; (h) any registrations of or applications to register any of the foregoing; and (i) any and all rights created or arising under the laws of any jurisdiction anywhere in the world, whether statutory, common law or otherwise related to clauses (a)–(h) above, including the right to bring suit, pursue past, current and future violations, infringements, or misappropriations, and collections.

“IPO Prospectus” means the final prospectus of Parent, dated February 1, 2021, and filed with the SEC on January 29, 2021 (File No. 333-252032).

“Lawrie Convertible Note” means that certain secured convertible note issued by the Company in favor of John Michael Lawrie as contemplated by that certain Securities Purchase Agreement, dated on or around the date hereof, between the Company and John Michael Lawrie.

“Legal Requirement” or “Law” means any federal, state or local, foreign, national or supranational or other law, act, statute, treaty, constitution, principle of common law, resolution, standard, ordinance, decree, permit, authorization, code, rule or regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Authority having jurisdiction over a given matter, as well as any Order.

“Liability” or “liability” means any liability, debt, obligation, deficiency, interest, Tax, penalty, fine, demand, judgment, claim, cause of action or other loss, cost or expense of any kind or nature whatsoever, whether asserted or unasserted, whether or not contingent, known or unknown, accrued or unaccrued, liquidated or unliquidated, and whether due or become due and regardless of when asserted.

“Licensed Intellectual Property Rights” means the Intellectual Property Rights owned by third parties that are licensed to the Company or its Subsidiaries pursuant to a Contract to which Company or its Subsidiary is a party.

“Lien” means any mortgage, pledge, lien, security interest, encumbrance, financing statement, license or sub-license, attachment, charge, trust, option, warrant, purchase right, preemptive right, right of first offer or refusal, easement, servitude, restriction (whether voting, transfer or otherwise), encroachment or other similar Lien (other than, in the case of a security, any restriction on the transfer of such security arising solely under Legal Requirements).

“Net Debt” means an amount (which may be positive or negative), in each case, determined as of the applicable date and without giving effect to the transactions contemplated hereby, equal to (i) the Cash of the Company and its Subsidiaries, less (ii) the Indebtedness of the Company and its Subsidiaries.

“NYSE” means the New York Stock Exchange.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

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“Open Source Materials” means Software or other material that is distributed under a license identified as an open source license by the Open Source Initiative (www.opensource.org) or Software distributed as “free software,” or under similar licensing or distribution terms (including the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL) and the Apache License).

“Order” means any outstanding writ, order, judgment, injunction, settlement, decision, determination, award, ruling, subpoena, verdict or decree entered, issued, made or rendered by any Governmental Authority.

“Ordinary course of business,” “ordinary course,” “ordinary course of business consistent with past practice” and similar phrases, when referring to the Company or its Subsidiaries, means actions taken by the Company or a Subsidiary that are consistent with the past usual day-to-day customs and practices of such entity in the ordinary course of operations of the business.

“Parent Class A Common Stock” means the Class A Common Stock of Parent, par value $0.0001 per share.

“Parent Class F Common Stock” means the Class F Common Stock of Parent, par value $0.0001 per share.

“Parent Material Adverse Effect” means any change, event, occurrence or effect, individually or when aggregated with other changes, events, occurrences or effects, that has had or would reasonably be expected to have a material adverse effect on (a) the condition (financial or otherwise), assets, liabilities, business or results of operations of Parent and Merger Sub, taken as a whole, or (b) the ability of Parent or Merger Sub to timely perform any of its or their respective covenants or obligations under this Agreement or any Ancillary Agreement or to consummate the Transactions; provided that, with respect to this clause (b), no change, event, occurrence or effect to the extent resulting from or arising out of any of the changes, events, occurrences or effects described in clauses (i) through (vii) of the definition of Company Material Adverse Effect (which shall apply as to Parent, mutatis mutandis) shall be deemed to constitute a Parent Material Adverse Effect or be taken into account in determining whether there has been a Parent Material Adverse Effect. Notwithstanding the foregoing, the consummation and effects of any redemption (or any redemption in connection with the Extension, if any) or the failure to obtain approval of the Necessary Stockholder Matters by the Parent Stockholders shall not be deemed to be a Parent Material Adverse Effect.

“Parent Preferred Stock” means the preferred stock of Parent.

“Parent Securities” means the Parent Class A Common Stock, Parent Class F Common Stock, Parent Preferred Stock, Parent Units and Parent Warrants.

“Parent Share Amount” means the number of shares of Parent Class A Common Stock outstanding at the Closing, after giving effect to the number of shares of Parent Class A Common Stock redeemed in connection with the Closing pursuant to Parent’s Charter Documents, but before the issuance of the Closing Merger Consideration and Reserve Consideration.

“Parent Stockholders” means the holders of Parent Class A Common Stock and Parent Class F Common Stock.

“Parent Transaction Expenses” means, without duplication, all out-of-pocket fees and expenses paid or payable by (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby or investigating, pursuing or contemplating any other change of control or consideration of any strategic alternative to the transactions contemplated hereby, including: (a) fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants, investor relations and public relations consultants, and other advisors and service

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providers (including any deferred underwriting commissions due to the underwriters of Parent’s initial public offering pursuant to the Underwriting Agreement dated as of January 27, 2021), (b) the fees incurred in connection with the Financings and/or any other third-party financing pursuant to Section 4.7 (including any backstop commitment or debt financing), including all commitment fees, commissions, original issue discounts or other fees, costs and expenses, (c) amounts owing or that may become owed, payable or otherwise due (whether or not accrued), directly or indirectly, by or in connection with the consummation of the Transactions, including Parent Borrowings, (d) 50% of the filing fees payable to Governmental Authorities in connection with the HSR Act, (e) 50% of the filing fees payable to Governmental Authorities in connection with the Form S-4, (f) Transfer Taxes for which Parent is liable pursuant to Section 5.19(c), (g) any Extension Expenses and (h) any other fees, expenses, commissions or other amounts that are expressly allocated to Parent pursuant to this Agreement or any Ancillary Agreement. For the avoidance of doubt, Parent Transaction Expenses shall exclude indebtedness for borrowed money other than Parent Borrowings.

“Parent Units” means the units of Parent, each unit consisting of one share of Parent Class A Common Stock and one-third of one Parent Warrant.

“Parent Warrants” means the warrants of Parent, each whole warrant exercisable for one share of Parent Class A Common Stock at a price of $11.50, beginning on the later of (i) the 30th day after Closing Date and (ii) February 1, 2022, and expiring on the fifth anniversary of the Closing Date, upon the terms and conditions set forth in the Warrant Agreement.

“Parent’s Knowledge” and similar formulations mean that one or more of John Lawrie, David Johnson and Jonathan Morris has actual knowledge of the fact or other matter at issue, assuming reasonable due inquiry and investigation.

“PCAOB Auditor” means an independent public accounting firm qualified to practice before the Public Company Accounting Oversight Board.

“Permits” means, with respect to any Person, any approval, waiver, consent, clearance, registration, certificate, license, permit or other similar authorization issued by, or otherwise granted by, any Governmental Authority to which or by which such Person is subject or bound.

“Permitted Lien” means (a) statutory liens for current Taxes, special assessments or other governmental or quasi-governmental charges not yet due and payable or the amount or validity of which is being contested in good faith in appropriate proceedings for which sufficient reserves have been established in accordance with U.S. GAAP, (b) mechanics’, materialmen’s, carriers’, workers’, warehousemens’, repairers’ and similar statutory liens arising or incurred in the ordinary course of business that are not yet due and payable or are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with GAAP, (c) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities, none of which, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected land or building by the Company, (d) liens incurred or deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension programs mandated under applicable Legal Requirements or other social security regulations, (e) purchase money security interests and other vendor security for the unpaid purchase of goods and Liens securing rental payments under capital lease arrangements that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (f) non-exclusive licenses in Intellectual Property Rights granted in the ordinary course of business in connection with the Company Services and (g) Liens on tangible assets that do not, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course of business of the Company and its Subsidiaries, taken as a whole.

“Person” means any individual or any corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind.

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“Per Share Cash/Stock Consideration” means (i) an amount of shares (or fractions thereof) of Parent Class A Common Stock equal to (a) the Per Share Stock Consideration multiplied by (b) the Stock Percentage and (ii) an amount of cash equal to (a) the Per Share Stock Consideration, multiplied by (b) the Cash Percentage, multiplied by (c) $10.00.

“Per Share Reserve Consideration” means an amount of shares (or fractions thereof) of Parent Class A Common Stock equal to the quotient obtained by dividing (a) the Reserve Consideration by (b) the Total Company Shares Outstanding.

“Per Share Stock Consideration” means an amount of shares (or fractions thereof) of Parent Class A Common Stock equal to the quotient obtained by dividing (a) the Closing Merger Consideration by (b) the Total Company Shares Outstanding.

“Personal Confidential Information” means any data or information, in any form, relating to an identified or identifiable natural person or that could reasonably be used to identify, contact or locate a natural person, device or household, and shall also mean “personal information,” “personal identifiable information,” “personal data,” “personal health information” and “personal financial information,” or any functional equivalent of these terms as defined under any Information Privacy and Security Laws.

“Pre-Closing Holders” means all Persons who hold one or more shares of Company Common Stock (giving effect to the Company Preferred Stock Conversion) or Company Convertible Securities immediately prior to the Effective Time.

“Process” or “Processing” means, with respect to Personal Confidential Information, the use, collection, processing, storage or disclosure of such Personal Confidential Information.

“Public Health Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, decree, judgment, injunction or other Legal Requirement, directive, guideline or recommendation by any Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group in connection with or in response to COVID-19 or any other epidemic, pandemic or outbreak of disease or in connection therewith or in response to any other public health conditions.

“Representative” means, with respect to any Person, such Person’s Affiliates and its and such Affiliates’ respective directors, officers, employees, members, owners, agents, managers, consultants, accountants, advisors and other representative of such Person, including legal counsel, accountants and financial advisors.

“Reserve Percentage” means a fraction equal to (a) 1 minus (b) the Assumed Percentage.

“SEC” means the U.S. Securities Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Software” means all computer software (in object code or source code format), data and databases, and related documentation and materials.

“Sponsor” means TLG Acquisition Founder LLC, a Delaware limited liability company.

“Stock Percentage” means a fraction equal to (a) 1 minus (b) the Cash Percentage.

“Subsidiary” means, with respect to any specified Person, any other Person of which such specified Person, directly or indirectly through one or more Subsidiaries, (a) owns at least 50% of the outstanding equity interests

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entitled to vote generally in the election of the board of directors or similar governing body of such other Person or (b) has the power to generally direct the business and policies of that other Person, whether by contract or as a general partner, managing member, manager, joint venturer, agent or otherwise.

“Tax” or “Taxes” means (i) any and all federal, provincial, state, local or foreign income, gross receipts, payroll, employment, tariffs, customs duty, excise, severance, stamp, occupation, premium, windfall profits, capital stock, franchise, profits, withholding, deduction at source, social security (or similar, including FICA), unemployment, employment insurance, disability, real property, personal property, sales, use, transfer, registration, goods and services, value added, capital, alternative or add-on minimum, estimated, amounts due under any escheat or unclaimed property Law or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether or not disputed, and including any amounts resulting from the failure to file any Tax Return; (ii) any liability for payment of amounts described in clause (i), whether as a result of transferee or successor liability, of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of Law; and (iii) any liability for the payment of amounts described in clauses (i) or (ii) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied Contract.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, filed or required to be filed with any Governmental Authority (or required to be provided to a payee), including any schedule or attachment thereto, and including any amendment thereof.

“Total Company Shares Outstanding” means, without duplication, as of immediately before the Effective Time, the sum of (a) the number of issued and outstanding shares of Company Common Stock (after giving effect to the Company Preferred Stock Conversion and Company Convertible Instrument Conversion and any Company Stock Options and Company Warrants that are converted to Company Common Stock prior to the Closing), (b) treating all outstanding Company Convertible Securities as fully vested (as applicable) and as if the Company Convertible Securities (other than the Lawrie Convertible Note) had been converted, exchanged or exercised in full as of the Effective Time (calculated using the treasury stock method of accounting).

“Transactions” means the transactions contemplated by this Agreement, including the Merger, the Financings, the Private Capital Raise, the Committed Capital Raise, the execution, delivery and performance of the Ancillary Agreements and the payment of fees and expenses relating to such transactions.

“Treasury Regulations” means the United States Treasury Regulations promulgated under the Code.

“U.S. GAAP” means generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time.

“Warrant Agreement” means the warrant agreement entered into between Parent and Continental on January 27, 2021.

“WARN” means the Worker Adjustment Retraining and Notification Act of 1988 as amended, as well as analogous applicable foreign, state or local Laws.

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DEFINED TERMS INDEX

A&R Registration Rights Agreement	5.15
Affiliate Agreement	2.21
Agreement	Party, Preamble
Approvals	2.1(c)
Assumed Convertible Security	1.3(l)
Assumed Warrant	1.3(e)(i)
Business Combination Proposal	5.1(a)
Cash Election	1.3(c)
Certificate of Merger	1.1
Certifications	3.8(a)
Charter Documents	2.1(c)
Charter Proposals	5.1(a)
Closing	1.5
Closing Form 8-K	5.3(c)
Closing Press Release	5.3(c)
Code	Recitals
Communications Plan	5.3(d)
Company	Preamble
Company Allocation Schedule	1.3(j)(ii)
Company Closing Certificate	6.2(a)
Company Convertible Instrument Conversion	1.3(a)
Company D&O Tail	5.9(e)
Company Financing Certificate	5.18(b)
Company Group	8.14(b)
Company IP Registrations	2.12(b)
Company Litigation	4.9
Company Preferred Stock Conversion	1.3(a)
Company Schedule	Article 2
Company Stock Option	1.3(d)(ii)
Company Stockholder Approval	2.27
Company Warrants	1.3(e)(i)
Competing Company Transactions	4.3(a)
Competing Parent Transactions	4.3(b)
Confidentiality Agreement	4.2(a)
Continental	1.4(a)
Conversion Stockholder Approval	2.27
Customary Agreement	2.15(f)
D&O Indemnified Person	5.9(a)
D&O Resignation Letters	5.2(e)
Delaware Courts	8.8(a)
DGCL	Preamble
Disclosed Contract	2.19(a)
Disclosure Schedules	8.15
Dissenting Shares	1.14
Effective Time	1.1
EGS	8.14(b)

Electing Stockholder	1.3(c)
Election	1.3(c)
Election Period	1.3(c)(iv)
Exchange Agent	1.4(a)
Excluded Shares	1.3(f)
Extension	4.1
Financial Statements	2.8(a)
Financing Agreements	4.7(a)
Financing Certificates	5.18(b)
Financing Persons	4.7(a)
Financings	4.7(a)
Form of Election	1.3(c)(iii)
Fundamental Company Representations	6.2(a)
Fundamental Parent Representations	6.3(a)
Gibson Dunn	8.14(a)
ICOFR	3.8(b)
Incentive Shares	1.7
Intended Tax Treatment	Recitals
Interim Period	4.1
Leased Real Property	2.11(b)
Letter of Transmittal	1.4(c)
Lock-Up Agreements	1.9
Malicious Code	2.12(g)
Material Customers	2.20(a)
Material Suppliers	2.20(b)
Merger	Recitals
Merger Stockholder Approval	2.27
Merger Sub	Preamble
Minimum Cash Closing Condition	6.3(d)
Most Recent Balance Sheet	2.8(a)
Most Recent Balance Sheet Date	2.8(a)
Necessary Stockholder Matters	5.1(a)
NYSE Proposal	5.1(a)
Parent	Preamble
Parent A&R Bylaws	4.8
Parent A&R Charter	5.1(a)
Parent Audited Financial Statements	3.8(a)
Parent Board Recommendation	3.21
Parent Borrowings	5.12
Parent Closing Certificate	6.3(a)
Parent D&O Tail	5.9(d)
Parent Financial Statements	3.8(a)
Parent Financing Certificate	5.18(a)
Parent Group	8.14(a)
Parent Litigation	4.9
Parent Plan	5.1(a)
Parent Plan Proposal	5.1(a)
Parent Schedule	Article 3
Parent SEC Reports	3.8(a)
Parent Share Redemption Amount	5.10

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Parent Stockholder Matters	5.1(a)
Parent Unaudited Financial Statements	3.8(a)
Parties	Preamble
PCAOB Audited Financial Statements	5.20
Proxy Statement/Prospectus	5.1(a)
Real Property Leases	2.11(b)
Reserve Consideration	4.7(e)
Reserve Consideration Option	1.3(d)(ii)
Reserve Consideration Warrant	1.3(e)(ii)
Reviewable Document	5.4(a)
SEC Approval Date	5.1(c)
Share Reserve	4.7(e)
Signing Form 8-K	5.3(a)
Signing Press Release	5.3(b)
Special Meeting	5.1(a)

Sponsor Agreement	1.7
Stock Election	1.3(c)
Stockholders’ Agreement	1.10
Substitute Options	1.3(d)(ii)
Support Agreements	1.8
Supporting Stockholders	1.8
Surviving Corporation	Recitals
Technical Deficiencies	2.12(f)
Termination Date	7.1(b)
Transfer Taxes	5.19(c)
Trust Agreement	3.10(a)
Trust Fund	3.10(a)
Trust Termination Letter	5.10
Withholding Agent	1.13

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SCHEDULE 1.3(j)(ii)

Company Allocation Schedule

[Intentionally Omitted]

78

SCHEDULE 1.8

Company Stockholders Entering into Support Agreements

[Intentionally Omitted]

79

SCHEDULE 1.9

Company Stockholders Entering into Lock-up Agreement

[Intentionally Omitted]

80

SCHEDULE 1.10

Company Stockholders Entering into Stockholders Agreement

[Intentionally Omitted]

81

EXHIBIT A

Form of Sponsor Agreement

[Intentionally Omitted]

82

EXHIBIT B

Form of Support Agreement

[Intentionally Omitted]

83

EXHIBIT C

Form of Lock-Up Agreement

[Intentionally Omitted]

84

EXHIBIT D

Parent A&R Charter

[Intentionally Omitted]

85

EXHIBIT E

Parent A&R Bylaws

[Intentionally Omitted]

86

EXHIBIT F

Form of A&R Registration Rights Agreement

[Intentionally Omitted]

87

EXHIBIT G

Form of Stockholders’ Agreement

[Intentionally Omitted]

88

EX-10.1

Exhibit 10.1

Execution Version

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2022 by and among (i) TLG Acquisition One Corp., a Delaware corporation (together with its successors, “Parent”), (ii) Electriq Power, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned Persons (each, a “Holder”).

WHEREAS, Parent, Eagle Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Company contemporaneously entered into that certain Merger Agreement, as of the date first set forth above (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which, among other matters, upon the consummation of the transactions contemplated thereby (the “Closing”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), and as a result of which all of the issued and outstanding capital stock of the Company immediately prior to the Closing shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right to receive newly issued Parent Class A Common Stock, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL;

WHEREAS, as of the date hereof, each Holder is a holder of equity securities of the Company in such amounts and classes or series as set forth underneath Holder’s name on the signature page hereto; and

WHEREAS, pursuant to the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties desire to enter into this Agreement, pursuant to which any shares of Parent Class A Common Stock to be received by a Holder in connection with the Merger or the transactions contemplated thereby (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:

1.    Definitions.

(a)    Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

(b)    “Permitted Transfer” means a Transfer made: (i) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family or an Affiliate of such individual, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) if the Holder is not a natural person, by pro rata distribution by the Holder to its members, current and former general and limited partners, or stockholders pursuant to the Holder’s organizational documents or related agreements as in effect from time to time, provided that a transfer pursuant to this subsection (v) shall be permitted only if, as a precondition to such transfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement; (vi) by virtue of applicable law or the Holder’s organizational documents upon liquidation or dissolution of Holder; or (vii) in the event of Parent’s liquidation, merger, capital stock

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exchange or other similar transaction which results in all of Parent’s stockholders having the right to exchange their shares of Parent Class A Common Stock for cash, securities or other property subsequent to the Closing Date.

(c)    “Liquidity Event” means a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Parent’s stockholders having the right to exchange their shares of Parent Common Stock for cash, securities or other property.

(d)    “Trading Day” means a day on which the New York Stock Exchange is open for trading.

(e)    “Transfer” means (i) the sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, hedge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to, any security, (ii) the entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction, including the filing of a registration statement, specified in clause (i) or (ii).

(f)    “VWAP” means, as of any Trading Day, the volume weighted average price per share of Parent Class A Common Stock, or any successor security thereto on the New York Stock Exchange (as reported by Bloomberg L.P. (or its successor) or if not available, by Dow Jones & Company Inc.).

2.    Lock-up Provisions. Each Holder hereby agrees not to Transfer any of the Restricted Securities from and after the Closing and until the earlier of (i) the six (6) month anniversary of the Closing Date and (ii) the date following the Closing Date on which Parent completes a Liquidity Event (such earlier date, the “Lock-Up Period”. Notwithstanding the Lock-Up Period, if, after the Closing Date, the VWAP of Parent Class A Common Stock equals or exceeds (a) $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period, 10% of the Restricted Securities of such Holder shall be released from the lock-up transfer restrictions contemplated by this Agreement or (b) $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period, an additional 10% of the Restricted Securities of such Holder shall be released from the lock-up transfer restrictions contemplated by this Agreement.

3.    Transfer Restrictions.

(a)    The restrictions set forth in Section 2 shall not apply to the Transfer of any or all of the Restricted Securities owned by a Holder made in respect of a Permitted Transfer; provided, that in case of a Permitted Transfer during the Lock-Up Period, it shall be a condition to such Transfer that the transferee executes and delivers to Parent an agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to such Holder, and there shall be no further Transfer of such Restricted Securities except in accordance with this Agreement.

(b)    If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and Parent shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose.

(c)    During the Lock-up Period, stop transfer orders shall be placed against the Restricted Securities and each certificate or book entry position statement evidencing any Restricted Securities shall be stamped or

2

otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF NOVEMBER 13, 2022, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(d)    For the avoidance of any doubt, (i) each Holder shall retain all of its rights as a stockholder of Parent during the Lock-up Period, including the right to vote, and to receive any dividends and distributions in respect of, any Restricted Securities, and (ii) the restrictions contained in Section 2 shall not apply to any Parent Class A Common Stock or other securities of Parent acquired by each Holder in open market transactions or to any Parent Class A Common Stock (or other securities of Parent) other than the Restricted Securities.

4.    Miscellaneous.

(a)    Termination of Merger Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

(b)    Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of each Holder are personal to such Holder and may not be transferred or delegated by such Holder at any time without the prior written consent of Parent, the Company and Sponsor. Each of Parent and the Company may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of any Holder. Any purported assignment in violation of this Section 4(b) shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

(c)    Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party; provided, that TLG Acquisition Founder LLC, a Delaware limited liability company (“Sponsor”), shall be an express third party beneficiary of this Agreement and shall have the right to enforce the terms of this Agreement directly against Holder as if Sponsor were an original party hereto.

(d)    Governing Law; Jurisdiction; Waiver of Jury Trial; Remedies. This Agreement and all related Actions shall be governed by and construed in accordance with the internal Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware. THE PARTIES HERETO EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL

3

WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. The parties hereto expressly incorporate by reference Section 8.8 (Jurisdiction; Venue; Service of Process; Jury Waiver) of the Merger Agreement and, subject to Section 4(j) hereof, Section 8.9 (Specific Enforcement) of the Merger Agreement to apply to this Agreement mutatis mutandis, with references to the Merger Agreement therein deemed to reference this Agreement and references to the “Parties” thereunder deemed to reference the parties hereto.

(e)    Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(f)    Construction; Interpretation. The headings set forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any such party. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vi) the word “or” is disjunctive but not necessarily exclusive; (vii) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (viii) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (ix) all references to Articles or Sections are to Articles or Sections of this Agreement; and (x) all references to any Law will be to such Law as amended, supplemented or otherwise modified from time to time. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(g)    Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) when delivered in person, when delivered by e-mail (having obtained electronic delivery confirmation thereof), or when sent by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other parties hereto as follows:

If to Parent prior to the Closing, to:	With a copy (which will not constitute notice) to:
TLG Acquisition One Corp. 515 Flagler Drive, Suite 520 West Palm Beach, FL 33401	Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000 Houston, TX 77002-6117
Attention: Michael Lawrie	Attn:	Gerald M. Spedale
Email: Mikelawrie@tlgholding.com		Chris Trester
	Email:	gspedale@gibsondunn.com
		ctrester@gibsondunn.com

4

If to the Company prior to the Closing or to Parent or the Company after the Closing, to:	With a copy (which shall not constitute notice) to:
Electriq Power, Inc.	Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor
625 N. Flagler Drive	New York, New York 10105
West Palm Beach, FL 33401	Attention:	David Landau
Attention: Legal Department		Anthony Ain
Email: Jim.vanhoof@electriqpower.com	Email:	dlandau@egsllp.com
Phone Number: 860-996-2411		aain@egsllp.com
If to a Holder, to: the address set forth below such Holder’s name on the signature page to this Agreement.

(h)    Amendments and Waivers. This Agreement may be amended or modified only with the written consent of Parent, the Company, Sponsor and the Holders representing a majority of the Restricted Securities then outstanding. The observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the party against whom enforcement of such waiver is sought. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(i)    Authorization on Behalf of Parent. In the event that a Holder or a Holder’s Affiliate serves as a director, officer, employee or other authorized agent of Parent or any of its current or future Affiliates, such Holder and/or such Holder’s Affiliate shall have no authority, express or implied, to act or make any determination on behalf of Parent or any of its current or future Affiliates in connection with this Agreement or any dispute or Action with respect hereto.

(j)    Specific Performance. Each Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by such Holder, money damages will be inadequate and Parent and the Company will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by such Holder in accordance with their specific terms or were otherwise breached. Accordingly, each of Parent and the Company (or Sponsor on their behalf) shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by a Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

(k)    Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Agreements. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Parent and the Company or any of the obligations of a Holder under any other agreement between such Holder and Parent or the Company or any certificate or instrument executed by such Holder in favor of Parent or the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of Parent or the Company or any of the obligations of such Holder under this Agreement.

(l)    Further Assurances. From time to time, at another party’s written request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

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(m)    Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, “pdf”, “tif” or “jpg”) and other electronic signatures (including, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act and any other applicable law. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature.

*    *    *    *    *

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IN WITNESS WHEREOF, each of the parties has caused this Lock-up Agreement to be duly executed on its behalf as of the day and year first above written.

TLG ACQUISITION ONE CORP.
By:	/s/ John Michael Lawrie
Name: John Michael Lawrie
Title: Chief Executive Officer

[Signature Page to Lock-up Agreement]

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IN WITNESS WHEREOF, each of the parties has caused this Lock-up Agreement to be duly executed on its behalf as of the day and year first above written.

ELECTRIQ POWER, INC.
By:	/s/ Frank Magnotti
Name: Frank Magnotti
Title: Chief Executive Officer

[Signature Page to Lock-up Agreement]

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IN WITNESS WHEREOF, each of the parties has caused this Lock-up Agreement to be duly executed on its behalf as of the day and year first above written.

HOLDERS
GBIF MANAGEMENT LTD. on behalf of Greensoil Building Innovation Fund (Canadian), LP and Greensoil Building Innovation Fund (International), LP
By:	/s/ Gideon Soesman
Name: Gideon Soesman
Title:   Managing Partner
GREENSOIL BUILDING INNOVATION FUND CO-INVESTMENT I, L.P.
By: GBIF MANAGEMENT LTD., its general partner
By:	/s/ Gideon Soesman
Name: Gideon Soesman
Title:   Managing Partner
Frank Magnotti
By:	/s/ Frank Magnotti
James Van Hoof
By:	/s/ James Van Hoof
Petrina Thomson
By:	/s/ Petrina Thomson
Jan Klube
By:	/s/ Jan Klube
Francis Evans
By:	/s/ Francis Evans
Pravin Bhagat
By:	/s/ Pravin Bhagat
Troy Anatra
By:	/s/ Troy Anatra
Ozlem Fonda
By:	/s/ Ozlem Fonda

[Signature Page to Lock-up Agreement]

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EX-10.2

Exhibit 10.2

Execution Version

SPONSOR AGREEMENT

This SPONSOR AGREEMENT (the “Sponsor Agreement”), dated as of November 13, 2022, is entered into by and among TLG Acquisition Founder LLC, a Delaware limited liability company (“Sponsor”), TLG Acquisition One Corp., a Delaware corporation (“Parent”), each of the undersigned Persons, each of whom is a member of Parent’s board of directors and/or management team or an Affiliate of Sponsor (each, a “Holder”), and Electriq Power, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Sponsor Agreement, Parent, the Company, and Eagle Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), are entering into that certain Merger Agreement, dated as of the date hereof (the “Merger Agreement”);

WHEREAS, each of Sponsor and the Holders has agreed to waive certain of its anti-dilution and conversion rights under the Parent Charter Documents;

WHEREAS, each of Sponsor and the Holders has agreed to support the Merger and vote in favor of the Necessary Stockholder Matters at any meeting held for voting on such proposals;

WHEREAS, each of Sponsor and the Holders has agreed to certain transfer restrictions with respect to the SPAC Founder Shares, including an amendment to the transfer restrictions set forth in the Inside Letter Agreement, subject to the terms and conditions specified herein;

WHEREAS, Sponsor has agreed to certain forfeiture obligations with respect to the SPAC Founder Shares, subject to the terms and conditions specified herein;

WHEREAS, each of Sponsor and the Holders has agreed to certain restrictions on the repayment of certain Parent Borrowings, subject to the terms and conditions specified herein; and

WHEREAS, as an inducement to Parent and the Company to enter into the Merger Agreement and to consummate the transactions contemplated herein, the parties hereto desire to agree to certain matters as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Certain Definitions.

(a) “Insider Letter Agreement” means that certain Letter Agreement, dated January 27, 2021, between Sponsor, certain of the Holders and Parent.

(b) “Permitted Transfer” means any Transfer (i) to any officers or directors of Parent, any Affiliates or family members of any of Parent’s officers or directors, any members of Sponsor, or any Affiliates of Sponsor; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family or an Affiliate of such individual, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of

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descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of the laws of the State of Delaware or Sponsor’s limited liability company agreement upon dissolution of Sponsor; or (vi) in the event of Parent’s liquidation, merger, capital stock exchange or other similar transaction which results in all of Parent’s stockholders having the right to exchange their shares of Parent Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i) through (iv), these permitted transferees must, as a condition precedent to such Transfer, execute a joinder to this Sponsor Agreement (in a form reasonably acceptable to Parent and, if prior to the Effective Time, the Company) agreeing to be bound by the Transfer restrictions herein, by the other provisions of Section 4 hereof by which the transferor had been bound, and by the other applicable provisions of this Sponsor Agreement, whether by the terms of this Sponsor Agreement or by such a joinder. In addition, “Permitted Transfer” shall include any Transfer of Parent Warrants to a service provider of Parent pursuant to a letter agreement entered into prior to the date hereof in accordance with clause (e) of Section 7(b) of the Insider Letter Agreement.

(c) “SPAC Founder Shares” means the 9,976,812 shares of Parent Class F Common Stock owned beneficially and of record by Sponsor and the Holders as of the date hereof (and includes any shares of Parent Class A Common Stock issuable upon conversion of such shares).

(d) “Sponsor Fund” means TLG Fund I, LP, a Delaware limited partnership and any Affiliate of Sponsor.

(e) “Trading Day” means a day on which the New York Stock Exchange is open for trading.

(f) “Transfer” means the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

(g) “VWAP” means, as of any Trading Day, the volume weighted average price per share of Parent Class A Common Stock, or any successor security thereto on the New York Stock Exchange (as reported by Bloomberg L.P. (or its successor) or if not available, by Dow Jones & Company Inc.).

(h) Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

2. Sponsor Support. At the Special Meeting or any other duly called meeting of the stockholders of Parent, however called, or at any postponement or adjournment thereof, and in any action by written consent of the stockholders of Parent requested by Parent’s board of directors or undertaken as contemplated by the Merger Agreement, Sponsor and each Holder shall (a) if a meeting is held, appear at each such meeting in person or by proxy or otherwise cause all of its Parent Common Stock to be counted as present thereat for purposes of calculating a quorum and (b) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Parent Common Stock:

(a) in favor of each Parent Stockholder Matter;

(b) against any business combination, merger agreement or merger (other than the Merger Agreement, the Merger and proposed Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent, including any proposal for any of the foregoing (other than the Parent Stockholder Matters);

(c) against any proposal that would result in a change in the business, management or Board of Directors of Parent (other than in connection with any Parent Stockholder Matter as contemplated by the Merger Agreement); and

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(d) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Sponsor Agreement, the Merger Agreement or Merger, (ii) result in a material breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or the Merger Sub under the Merger Agreement, (iii) result in any of the conditions set forth in Article VI of the Merger Agreement not being fulfilled or (iv) change in any manner the dividend policy or capitalization of, including the voting or other rights of any class of capital stock, Parent (other than in connection with any Parent Stockholder Matters).

None of Sponsor or any Holder shall enter into any commitment, agreement, understanding, or similar arrangement to vote or give voting instructions or express consent or dissent in writing in any manner inconsistent with the terms of this Section 2.

3. Waiver. Immediately prior to, and conditioned upon, the Effective Time, Sponsor and each Holder shall, automatically and without any further action by Sponsor, any Holder or Parent (for each of themselves and respective successors, heirs and assigns), irrevocably and unconditionally waive its respective rights under the anti-dilution and conversion provisions of Section 4.3(b)(ii) of the Amended and Restated Certificate of Incorporation of Parent, dated January 27, 2021, as amended (the “Parent Charter”), with respect to each share of Parent Class F Common Stock held by Sponsor or such Holder as of the date hereof, and such shall, automatically and without any further action by Sponsor or any Holder, be converted to and exchanged for Parent Class A Common Stock on a one-for-one basis as provided in Section 4.3(b)(i) of the Parent Charter at the Effective Time.

4. Lock-Up; Notice of Certain Transfers.

(a) Sponsor hereby agrees that, notwithstanding anything to the contrary in the Insider Letter Agreement or otherwise, and except in each case for Permitted Transfers (which shall not be prohibited or otherwise restricted by this Section 4), following the Effective Time:

(i) with respect to 500,000 SPAC Founder Shares in the aggregate, it shall not Transfer such SPAC Founder Shares until the earliest to occur of (x) the date that is 5 years after the Closing Date, (y) such time as the VWAP of the Parent Class A Common Stock equals or exceeds $12.50 per share (adjusted for any stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing after the Closing Date, and (z) the date on which Parent (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Parent’s (or its successor’s) stockholders having the right to exchange their Parent Class A Common Stock for cash, securities or other property;

(ii) with respect to 500,000 SPAC Founder Shares in the aggregate, it shall not Transfer such SPAC Founder Shares until the earliest to occur of (x) the date that is 5 years after the Closing Date, (y) such time as the VWAP of the Parent Class A Common Stock equals or exceeds $15.00 per share (adjusted for any stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing after the Closing Date, and (z) the date on which Parent (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Parent’s (or its successor’s) stockholders having the right to exchange their Parent Class A Common Stock for cash, securities or other property and

(iii) with respect to all the SPAC Founder Shares, including those described in clauses (i) and (ii) above, beneficially owned by the Sponsor immediately following the Closing (including the SPAC Founder Shares in clauses (i) and (ii) above, it shall not Transfer such SPAC Founder Shares until the date that is 6 months after the Closing Date; provided that (x) 10% of such SPAC Founder Shares shall be released from such restriction at such time as the VWAP of the Parent Class A Common Stock equals or exceeds $12.50 per share (adjusted for any stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any

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30-Trading Day period commencing after the Closing Date, (y) an additional 10% of such SPAC Founder Shares shall be released from such restriction at such time as the VWAP of the Parent Class A Common Stock equals or exceeds $15.00 per share (adjusted for any stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing after the Closing Date, and (z) all of such SPAC Founder Shares shall be released from such restriction on the date on which Parent (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Parent’s (or its successor’s) stockholders having the right to exchange their Parent Class A Common Stock for cash, securities or other property.

(b) Holders hereby agrees that, notwithstanding anything to the contrary in the Insider Letter Agreement or otherwise, and except in each case for Permitted Transfers (which shall not be prohibited or otherwise restricted by this Section 4), following the Effective Time with respect to all remaining SPAC Founder Shares beneficially owned by the Holders immediately following the Closing, Holders shall not Transfer such SPAC Founder Shares until the date that is 6 months after the Closing Date; provided that (i) 10% of such SPAC Founder Shares shall be released from such restriction at such time as the VWAP of the Parent Class A Common Stock equals or exceeds $12.50 per share (adjusted for any stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing after the Closing Date, (ii) an additional 10% of such SPAC Founder Shares shall be released from such restriction at such time as the VWAP of the Parent Class A Common Stock equals or exceeds $15.00 per share (adjusted for any stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing after the Closing Date, and (iii) all of such SPAC Founder Shares shall be released from such restriction on the date on which Parent (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Parent’s (or its successor’s) stockholders having the right to exchange their Parent Class A Common Stock for cash, securities or other property.

(c) Notwithstanding anything to the contrary herein and for the avoidance of doubt, each of the aggregate shares of Parent Class A Common Stock subject to the restrictions set forth in each of Sections 4(a)(i) and (ii) shall be separate and distinct from one another, such that an aggregate of 1,000,000 shares of Parent Class A Common Stock are subject to the restrictions set forth in such Sections.

(d) Section 7 of the Insider Letter Agreement shall be deemed amended as of the Effective Time as applicable to reflect the provisions of the foregoing Section 4(a) and (b) as to the SPAC Founder Shares.

(e) Stop transfer orders shall be placed against the SPAC Founder Shares, and each certificate or book entry position statement evidencing any SPAC Founder Shares shall be stamped or otherwise imprinted with a legend, in each case appropriately reflecting the terms of this Section 4.

(f) For the avoidance of doubt, as to all SPAC Founder Shares that remain subject to lock-up under Section 4, Sponsor and each Holder shall retain all of their respective other rights as a stockholder of Parent, including the right to vote and to participate in any dividend or distribution on shares of Parent Class A Common Stock. The restrictions set forth in Section 4 shall not apply to any shares of Parent Common Stock or other securities of Parent acquired by Sponsor or any Holder in open market transactions or in any public or private capital raising transactions of Parent or otherwise to any Parent Common Stock (or other securities of Parent) other than the SPAC Founder Shares.

(g) Notwithstanding anything to the contrary in this Sponsor Agreement, if Parent waives, releases, terminates, shortens, or otherwise amends or modifies any lock-up restrictions contained in an agreement between Parent and/or the Company and a holder of Parent Class A Common Stock (an “Other Lock-Up Holder” and any such action, except in respect to a number of shares of Parent Class A Common Stock that is not more than 0.1% of the total outstanding shares of Parent Common Stock at such time held by persons that, individually, hold less than one percent of the outstanding

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shares of Parent Common Stock, a “Release”), then the Release shall apply pro rata and on the same terms to the lock-up of SPAC Founder Shares pursuant to Sections 4(a)(iii) and (b) hereunder and the provisions of Sections 4(a)(iii) and (b) shall be deemed immediately and automatically waived, released, terminated, shortened, amended or modified, as the case may be, without further action of the parties. Notwithstanding the foregoing, the provisions of Sections 4(a)(iii) and (b) shall not be deemed waived, released, terminated, shortened, amended or modified if any such waiver, release, termination, shortening, amendment or modification also includes terms that would further obligate or are otherwise adverse to an Other Lock-Up Holder; provided, however, that in any such circumstances Sponsor and Sponsor Fund and the Holders shall be granted equal opportunity to participate in such Release on equal terms to the parties thereto prior to the effectiveness thereof. Prior to any Release, Parent will provide reasonable advance written notice (in no case less than five (5) Business Days) to Sponsor indicating that Parent plans to take a specified action with respect to the Release and setting forth the terms of any such Release.

5. Sponsor Promote Adjustment. In connection with the extension of the deadline for Parent to complete its business combination, the Sponsor agrees that it shall forfeit and cancel, without any further action by Sponsor or any other Person or any further consideration therefor, 5,000,000 SPAC Founder Shares.

6. Working Capital Loan. Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Sponsor hereby agrees that it shall convert $1,500,000 of the Parent Borrowings under that certain Promissory Note, dated May 25, 2021, entered into by and between Parent and Sponsor (the “Working Capital Loan”), into warrants of Parent. Sponsor hereby agrees that any additional outstanding Parent Borrowings under the Working Capital Loan shall be repaid in cash by Parent.

7. Sponsor Representations and Warranties. Sponsor hereby represents and warrants to Parent, Holders and the Company that, as of the date hereof as follows

(a) Ownership. Sponsor is the record and “beneficial owner” (within the meaning of Rule 13d under the Exchange Act) of, and has good title to, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of, the SPAC Founder Shares set forth opposite its name on Exhibit A hereto, other than transfer restrictions under the Securities Act, Liens or any other limitation or restriction pursuant to (i) this Sponsor Agreement, (ii) the Parent Charter, (iii) the Merger Agreement, (iv) the Insider Letter, and (E) applicable securities laws;

(b) Organization. Sponsor is duly organized, validly existing and in good standing under the laws of Delaware; and

(c) Due Authorization. (i) Sponsor has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder, (ii) the execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor, and (iii) this Sponsor Agreement has been duly and validly executed and delivered by Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes a legal, valid and binding obligation of Sponsor enforceable against it in accordance with its terms.

(d) No Conflicts. The execution and delivery of this Sponsor Agreement by Sponsor does not, and the performance by Sponsor of his, her or its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract binding upon Sponsor or Sponsor’s SPAC Founder Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Sponsor Agreement.

(e) Litigation. There are no Actions pending against Sponsor, or to the knowledge of Sponsor threatened against Sponsor, before (or, in the case of threatened Action, that would be before) any arbitrator or

5

any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Sponsor Agreement.

(f) Brokerage Fees. Except as described on Schedule 3.19 of the Parent Schedule, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by Sponsor, for which Parent or any of its Affiliates may become liable.

(g) Affiliate Arrangements. Except as set forth on Schedule 3.16 of the Parent Schedule or otherwise disclosed in Parent SEC Reports, neither Sponsor nor any of the present or former directors, officers, employees, stockholders or Affiliates of Sponsor (or an immediate family member of any of the foregoing) is party to, or has any material rights with respect to or arising from, any material Contract with Parent that will continue in effect following the Closing.

(h) Acknowledgment. Sponsor understands and acknowledges that each of Parent and the Company is entering into the Merger Agreement in reliance upon Sponsor’s execution, delivery, and performance of this Sponsor Agreement

8. Holder Representations and Warranties. Each Holder, severally and not jointly, hereby represents and warrants as of the date hereof that (a) such Holder is the beneficial and record owner of the SPAC Founder Shares set forth opposite such Holder’s name on Exhibit A hereto, (b) has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of such Holder’s obligations hereunder, (c) this Sponsor Agreement has been duly and validly executed and delivered by such Holder and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes a legal, valid and binding obligation of Such Holder enforceable against it in accordance with its terms and (d) such Holder understands and acknowledges that each of Parent and the Company is entering into the Merger Agreement in reliance upon such Holder’s execution, delivery, and performance of this Sponsor Agreement.

9. Entire Agreement. This Sponsor Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 Sponsor Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto (including, as to any change, amendment or waiver sought prior to the Effective Time, the Company).

10. Successors and Assigns. No party hereto may assign either this Sponsor Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties (including, with respect to any assignment prior to the Effective Time, the Company). 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 Sponsor Agreement shall be binding on Sponsor and each Holder and their respective successors, heirs and assigns and permitted transferees; provided, that any such permitted transferees execute a joinder to this Sponsor Agreement in the form reasonably acceptable to Parent.

11. Third Party Beneficiaries. Nothing in this Sponsor Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Sponsor Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Sponsor Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.

12. Counterparts. This Sponsor Agreement may be executed in any number of original or electronically delivered counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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13. Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Sponsor Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or e-mail. Such communications, to be valid, must be addressed as follows:

If to Parent (prior to the Closing), Sponsor or any Holder:

c/o TLG Acquisition Founder LLC

515 North Flagler Drive, Suite 520

West Palm Beach, FL 33401

Attention: John Michael Lawrie, Chief Executive Officer

E-mail: mikelawrie@tlgholding.com

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000
Houston, TX 77002-6117
Attention:	Gerald M. Spedale
	Chris Trester
Email:	gspedale@gibsondunn.com
	ctrester@gibsondunn.com

If to Company or, after the Closing, Parent:

625 N. Flagler Drive

West Palm Beach, Florida 33401

Attention: Legal Department

Email: Jim.vanhoof@electriqpower.com

Phone Number: 860-996-2411

with a copy (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attention:	David Landau
	Anthony Ain
Email:	dlandau@egsllp.com
	aain@egsllp.com

14. Termination. This Sponsor Agreement shall automatically terminate, and have no further force and effect upon the termination of the Merger Agreement in accordance with its terms prior to the Effective Time.

15. Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Sponsor Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Sponsor Agreement and to enforce specifically the terms and provisions of this Sponsor Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity.

16. Amendment. This Sponsor Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by each of the parties hereto (including, as to any amendment, change, supplement, waiver, modification or termination sought to be effected prior to the Effective Time, the Company).

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17. Severability. This Sponsor Agreement shall be deemed severable, and the invalidity or unenforceability by any court of competent jurisdiction, of any term or provision hereof shall not affect the validity or enforceability of this Sponsor Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Sponsor Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

18. Governing Law. This Sponsor Agreement, the rights of the parties hereunder, and all Actions arising in whole or in part under or in connection herewith, shall be governed by and construed in accordance with the internal Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware. The parties hereto expressly incorporate by reference Section 8.8 (Jurisdiction; Venue; Service of Process; Waiver of Jury Trial) of the Merger Agreement to apply to this Agreement mutatis mutandis, with references to the Merger Agreement therein deemed to reference this Agreement and references to the “Parties” thereunder deemed to reference the parties hereto.

19. Further Assurances. Each of the parties hereto shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Law), in each case as reasonably requested by Parent, the Holders or the Company, to effect the transactions contemplated by this Sponsor Agreement on the terms and subject to the conditions set forth herein.

Signature pages follow.

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IN WITNESS WHEREOF, the parties hereto have executed this Sponsor Agreement as of the date first written above.

TLG ACQUISITION ONE CORP.
By:	/s/ John Michael Lawrie
Name:	John Michael Lawrie
Title:	Chief Executive Officer

[Signature Page to Sponsor Agreement]

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ELECTRIQ POWER, INC.
By:	/s/ Frank Magnotti
Name:	Frank Magnotti
Title:	Chief Executive Officer

[Signature Page to Sponsor Agreement]

10

TLG ACQUISITION FOUNDER LLC
By:	/s/ John Michael Lawrie
Name:	John Michael Lawrie
Title:	Manager

TLG FUND I, LP
By:	TLG Fund I GP, LLC, its General Partner

By:	/s/ John Michael Lawrie
Name:	John Michael Lawrie
Title:	Chief Executive Officer

[Signature Page to Sponsor Agreement]

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/s/ John Michael Lawrie

John Michael Lawrie

/s/ David Johnson

David Johnson

/s/ Kristin Muhlner

Kristin Muhlner

/s/ Edward Ho

Edward Ho

/s/ Zainabu Oke

Zainabu Oke

/s/ Jonathan Morris

Jonathan Morris

[Signature Page to Sponsor Agreement]

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Exhibit A

Stockholder	Shares of Parent Class F Common Stock (i.e., SPAC Founder Shares)
TLG Acquisition Founder LLC		9,360,869
TLG Fund I, LP		500,000
John Michael Lawrie1		—
David Johnson		—
Jonathan Morris		—
Kristin Muhlner		46,377
Hilliard C. Terry III		46,377
Edward Ho		23,189
Total		9,976,812

¹  John Michael Lawrie does not own of record any SPAC Founder Shares but may be deemed to beneficially own all SPAC Founder Shares owned of record by Sponsor and Sponsor Fund.

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EX-10.3

Exhibit 10.3

FORM OF SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 13, 2022, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Electriq Power, Inc., a Delaware corporation (the “Company”) and the undersigned stockholder of the Company (the “Stockholder”). Each of Parent, the Company and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, Parent, Eagle Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Company, propose to enter into, simultaneously herewith, a Merger Agreement (the “Merger Agreement”), a copy of which has been made available to the Stockholder, which provides, among other things, that, upon the terms and subject to the conditions thereof, (a) Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent and (b) each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time (including the Subject Shares (as defined below)) will be converted into the right to receive a portion of the Cash Consideration and Stock Consideration, in each case, on the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date hereof, the Stockholder is the sole record owner and sole beneficial (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) owner, and has full voting power over (a) the number of shares of Common Stock of the Company, par value $0.0001 per share (“Company Common Stock”), set forth on Schedule A next to the heading “Company Common Stock,” (b) the number of shares of Seed Preferred of the Company, par value $0.001 per share (“Company Seed Preferred Stock”), set forth on Schedule A next to the heading “Company Seed Preferred Stock”, (c) the number of shares of Seed-1 Preferred of the Company, par value $0.0001 per share (“Company Seed-1 Preferred Stock”), set forth on Schedule A next to the heading “Company Seed-1 Preferred Stock”, and (d) the number of shares of Seed-2 Preferred of the Company, par value $0.0001 per share (“Company Seed-2 Preferred Stock”, and with the Company Seed Preferred Stock and Company Seed-1 Preferred Stock, the “Company Preferred Stock”, and collectively the Company Common Stock and Company Preferred Stock, the “Company Capital Stock”), set forth on Schedule A next to the column heading “Company Seed-2 Preferred Stock” (all such shares of Company Common Stock specified on Schedule A next to the heading “Company Common Stock” shall be referred to herein as the Stockholder’s “Subject Common Shares”, all such shares of Company Preferred Stock specified on Schedule A next to the headings “Company Seed Preferred Stock,” “Company Seed-1 Preferred Stock” and “Company Seed-2 Preferred Stock” shall be referred to herein as the Stockholder’s “Subject Preferred Shares,” and the Stockholder’s Subject Common Shares and Subject Preferred Shares and any other shares of Company Common Stock or Company Preferred Stock the Stockholder may hereafter acquire prior to the termination of this Agreement pursuant to Section 5(b) shall be referred to herein collectively as the Stockholder’s “Subject Shares”); and

WHEREAS, as a condition to Parent’s willingness to enter into the Merger Agreement, and as an inducement and in consideration for Parent to enter into the Merger Agreement, the Stockholder has agreed to enter into this Agreement.

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NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

AGREEMENT

1.    Agreement to Vote Subject Shares.

(a)    The Stockholder hereby irrevocably and unconditionally agrees that, as promptly as practicable and in any event not later than two (2) Business Days after the Form S-4 is declared effective by the SEC, that the Stockholder shall validly execute and deliver (or cause to be validly executed and delivered) to Parent and the Company in accordance with all applicable procedures a written consent in the form attached hereto as Exhibit A (the “Written Consent”) voting all of the Subject Shares in favor of the adoption of the Merger Agreement and the approval of all related documentation and other action in support of the transactions contemplated by the Merger Agreement, including the Company Preferred Stock Conversion.

(b)    The Stockholder covenants and agrees that, until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, the Stockholder will at any meeting of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and in any written actions by consent of the stockholders of the Company (whenever presented), cause the Subject Shares to be voted (including via proxy) (i) in favor of the Merger and the transactions contemplated by the Merger Agreement, including the Company Preferred Stock Conversion, (ii) in favor of any proposal to adjourn a meeting of the stockholders at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt the proposals described in clause (i) above or if there are not sufficient shares of Company Common Stock and Company Preferred Stock present in person or represented by proxy to constitute a quorum, (iii) against any Competing Company Transactions or the adoption of any agreement to enter into a Competing Company Transaction, (iv) except with respect to any Adverse Amendment (as defined herein), in any other circumstances upon which a consent or other approval is required under the Company’s Restated Certificate of Incorporation (the “Company Charter”) or otherwise sought with respect to the Merger Agreement, to vote, consent or approve (or cause to be voted, consented or approved) all of the Stockholder’s Subject Shares held at such time in favor thereof, (v) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger), (vi) against any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, except if approved by Parent or the Company Preferred Stock Conversion, and (vii) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Merger or the Company Preferred Stock Conversion or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company or any of its Subsidiaries under the Merger Agreement.

(c)    The Stockholder shall not enter into any commitment, agreement, understanding, or similar arrangement to vote or give voting instructions or express consent or dissent in writing in any manner inconsistent with the terms of this Section 1. Any attempt by the Stockholder to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), its Subject Shares in contravention of this Section 1 shall be null and void ab initio.

2.    Representations and Warranties of the Stockholder. The Stockholder represents and warrants to Parent that:

(a)    The Stockholder, if not a natural person, is duly organized, validly existing and in good standing (where such concept is recognized) under the Laws of the jurisdiction in which it is incorporated or constituted. The Stockholder has full legal capacity and power, right and authority to execute and deliver this Agreement and

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to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally and (ii) is subject to general principles of equity (the “Enforceability Limitations”). If the Stockholder is married, and any of the Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by the Stockholder’s spouse and, assuming the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the Enforceability Limitations.

(b)    Neither the execution and delivery of this Agreement by the Stockholder nor performance by the Stockholder of the obligations herein nor the compliance by the Stockholder with any provisions herein will (i) if not a natural person, violate the certificate or articles of incorporation, bylaws or other governing documents of the Stockholder, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person on the part of the Stockholder, except as provided in the (A) Company Charter, or (B) the Bylaws of the Company (collectively (A) and (B), the “Company Governing Documents”), (iii) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Encumbrance (as defined below) on the Subject Shares, other than any Permitted Encumbrance (as defined below), or (iv) violate any Law applicable to the Stockholder or by which any of the Stockholder’s Subject Shares are bound, except, in the case of each of clauses (iii) and (iv), as would not reasonably be expected to materially impair the Stockholder’s ability to perform its obligations hereunder.

(c)    As of the date hereof, the Stockholder is the record and beneficial owner of all of the Subject Shares set forth on Schedule A and has good and marketable title to all of such Subject Shares, free and clear of any encumbrances, security interests, claims, pledges, proxies, options, right of first refusals, voting restrictions, limitations on dispositions, voting trusts or agreements, options or any other liens or restrictions on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any Lock-Up Agreement entered into by and between the Stockholder, Parent and the Company, (iii) any applicable restrictions on transfer under applicable securities Laws, and (iv) the Company Governing Documents (collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A constitute all of the Company Common Stock and Company Preferred Stock owned by the Stockholder as of the date hereof and, other than such Subject Shares, as of the date of this Agreement, there are no (A) other shares of Company Common Stock or Company Preferred Stock, (B) securities of the Company convertible into or exchangeable for shares of Company Capital Stock or voting securities of the Company or (C) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for Company Capital Stock or voting securities of the Company, in each case, held of record or beneficially owned by the Stockholder or in respect of which the Stockholder has full voting power.

(d)    The Stockholder has, as of the date hereof and, except pursuant to a permitted transfer pursuant to Section 4(b) hereof, will have until the termination of this Agreement, sole and full voting power and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all the Stockholder’s Subject Shares currently owned or hereinafter acquired. None of the Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement, arrangement or restriction of any kind or nature with respect to the voting of such Subject Shares, except pursuant to the Company Governing Documents.

(e)    There is no Action pending against the Stockholder or, to the knowledge of the Stockholder, any other Person or, to the knowledge of the Stockholder, threatened against the Stockholder or any other Person, if successful, would reasonably be expected to materially impair the Stockholder’s ability to perform its obligations hereunder.

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(f)    The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery, and performance of this Agreement.

(g)    Other than as expressly contemplated by the Merger Agreement or the disclosure schedules thereto, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder.

(h)    The Stockholder acknowledges that the Stockholder has adequate information concerning the business and financial condition of the Company and Parent to make an informed decision regarding the transactions contemplated by this Agreement and has, independently and without reliance upon Parent, the Company or any affiliate thereof, and based on such information as the Stockholder has deemed appropriate, made the Stockholder’s own analysis and decision to enter into this Agreement. The Stockholder acknowledges that the Stockholder has received and reviewed this Agreement and the Merger Agreement and has had the opportunity to seek independent legal advice prior to executing this Agreement.

3.    Representations and Warranties of Parent. Parent represents and warrants to the Stockholder that:

(a)    Parent is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated or constituted.

(b)    Parent has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to comply with any provisions herein. The execution and delivery of this Agreement by Parent has been duly and validly authorized by all necessary entity action on the part of Parent, and no other entity proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Subs, enforceable against Parent and Merger Subs in accordance with its terms, subject to the Enforceability Limitations.

4.    Additional Covenants of the Stockholder.

(a)    Subject to Section 4(b), until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, the Stockholder agrees that it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of law), gift, pledge dispose of or otherwise encumber any of the Subject Shares or otherwise agree to do any of the foregoing, (ii) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of Law) or other disposition of any Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initio.

(b)    Section 4 shall not prohibit a transfer of Subject Shares by the Stockholder made: (i) in the case that the Stockholder is an individual, by gift to a member of one of the Stockholder’s immediate family, an estate planning vehicle or to a trust, the beneficiary of which is a member of the Stockholder’s immediate family, an affiliate of such person or to a charitable organization; (ii) in the case that the Stockholder is an individual, by virtue of laws of descent and distribution upon death of the Stockholder; (iii) in the case that the Stockholder is an individual, pursuant to a qualified domestic relations order; (iv) in the case that the Stockholder is not a natural person, by pro rata distributions from the Stockholder to its members, current and former general and limited partners, or stockholders pursuant to the Stockholder’s organizational documents or related agreements as in effect from time to time; (v) by virtue of applicable law or the Stockholder’s organizational documents upon liquidation or dissolution of the Stockholder; (vi) in the case that the Stockholder is not a natural person, to any employees, officers, directors, equityholders or members of the Stockholder, or to any affiliates of the

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Stockholder; provided that a transfer referred to in Section 4(b)(i), (iv), or (vi) shall be permitted only if, (A) as a precondition to such transfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement and (B) such transfer is effected no later than three (3) Business Days prior to the date on which the Form S-4 is declared effective.

(c)    From the date of this Agreement until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, the Stockholder shall not engage in any transactions involving the securities of Parent without Parent’s prior written consent; provided that this Section 4(c) shall not apply to transactions involving any securities of Parent held by the Stockholder as of or prior to the date of this Agreement.

(d)    The Stockholder shall not, and shall cause its Affiliates not to and shall direct its Representatives not to, bring, commence, institute, maintain, voluntarily aid or prosecute any claim, appeal or proceeding which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement, or (ii) alleges that the execution and delivery of this Agreement by the Stockholder breaches any duty that the Stockholder has (or may be alleged to have) to the Company or to the other holders of Subject Shares; provided that the foregoing shall not limit or restrict in any manner the rights of the Stockholder to enforce the terms of this Agreement or its rights under the Merger Agreement.

(e)    The Stockholder shall permit and hereby consents to and authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC and, to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any press release or other disclosure document that Parent and/or the Company reasonably determines to be necessary in connection with the Merger and any of the transactions contemplated by the Merger Agreement, a copy of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement. The Stockholder will notify Parent and the Company of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such announcement or disclosure, if and to the extent that any such information contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The parties hereto agree that the Stockholder’s identity and ownership of the Subject Shares will not be included in a press release or other public disclosure (other than a filing with the SEC) without the Stockholder’s prior consent.

(f)    In the event of any stock split, stock dividend or distribution, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company affecting the Stockholder’s Subject Shares, the terms of this Agreement shall apply to the resulting securities. In the event that the Stockholder acquires beneficial ownership of any additional Company Common Stock, Company Preferred Stock or any other shares of capital stock of the Company (collectively, “New Securities”), or the right to vote or share in the voting of any such New Securities, then without any further action by any Party such New Securities acquired by the Stockholder shall be subject to the terms of this Agreement to the same extent as if they were owned or controlled by the Stockholder as of the date hereof and shall be deemed Subject Shares.

(g)    The Stockholder, by this Agreement, and with respect to the Stockholder’s Subject Shares, severally and not jointly, hereby agrees to terminate, subject to the occurrence of, and effective immediately prior to, the Effective Time and provided that all Terminating Rights (as defined below) between the Company or any of its subsidiaries and any other holder of Company capital stock shall also terminate at such time, and any rights under any letter agreement providing for redemption rights, put rights, purchase rights, information rights, rights to consult with and advise management, inspection rights, preemptive rights, board of directors observer rights or rights to receive information delivered to the board of directors or other similar rights not generally available to stockholders of the Company (the “Terminating Rights”) between the Stockholder and the Company, but excluding, for the avoidance of doubt, any rights the Stockholder may have that relate to any indemnification,

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commercial, development or employment agreements or arrangements between such Stockholder and the Company or any subsidiary of the Company, which shall survive in accordance with their terms.

(h)    The Stockholder will not make any public announcement or issue any public communication regarding the Merger Agreement, the transactions contemplated thereby or any matter related to the foregoing, without the prior written consent of the Parent and the Company, except: (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the Stockholder shall, to the extent permitted by applicable Law, first allow the Parent and the Company to review such announcement or communication and have the opportunity to comment thereon and the Stockholder shall consider such comments in good faith; (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 4(h); and (iii) announcements and communications to Governmental Authorities in connection with registrations, declarations and filings required to be made as a result of the Merger Agreement.

(i)    The Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that the Stockholder may have by virtue of, or with respect to, any shares of Company Capital Stock owned by the Stockholder (including all rights under Section 262 of the General Corporation Law of the State of Delaware).

(j)    The Stockholder hereby terminates and waives all rights of first refusal, redemption rights and rights of notice of the Merger and the other transactions contemplated by the Merger Agreement, effective as of immediately prior to, and contingent upon, the Effective Time.

(k)    Until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, the Stockholder shall not, and shall not authorize or permit any of its Subsidiaries or Representatives, directly or indirectly, to: (i) solicit, initiate, endorse, encourage or facilitate the making by any Person (other than the other parties to the Merger Agreement) of any Competing Company Transaction; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any way with, any Competing Company Transaction; (iii) execute or enter into any Contract constituting or relating to any Competing Company Transaction, or approve or recommend or propose to approve or recommend any Competing Company Transaction or any Contract constituting or relating to any Competing Company Transaction (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the shares of Company Capital Stock intending to facilitate any Competing Company Transaction or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. The Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any of the matters described in this Section 4(k).

(l)    Notwithstanding anything to the contrary in this Agreement, if Parent waives, releases, terminates, shortens, or otherwise amends or modifies any lock-up restrictions contained in an agreement between Parent and/or the Company and a holder of Parent Class A Common Stock (an “Other Lock-Up Holder”), including but not limited to the lock-up restrictions set forth in that certain Sponsor Agreement and any such action, except in respect to (x) the amendment of the Insider Letter Agreement (as defined in the Sponsor Agreement) set forth in Section 4(d) of the Sponsor Agreement and (y) a number of shares of Parent Class A Common Stock that is not more than 0.1% of the total outstanding shares of Parent Common Stock at such time held by persons that, individually, hold less than one percent of the outstanding shares of Parent Common Stock (a “Release”), then the Release shall apply pro rata and on the same terms to the lock-up of the Subject Shares pursuant to Section 4(b) hereunder and the provisions of Section 4(b) shall be deemed immediately and automatically

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waived, released, terminated, shortened, amended or modified, as the case may be, without further action of the parties. Notwithstanding the foregoing, the provisions of Section 4(b) shall not be deemed waived, released, terminated, shortened, amended or modified if any such waiver, release, termination, shortening, amendment or modification also includes terms that would further obligate or are otherwise adverse to an Other Lock-Up Holder; provided, however, that in any such circumstances Stockholder shall be granted equal opportunity to participate in such Release on equal terms to the parties thereto prior to the effectiveness thereof. Prior to any Release, Parent will provide reasonable advance written notice (in no case less than five (5) Business Days) to Stockholder indicating that Parent plans to take a specified action with respect to the Release and setting forth the terms of any such Release.

5.    Miscellaneous.

(a)    All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given and received if delivered personally (notice deemed given upon receipt), by electronic mail (notice deemed given upon confirmation of receipt) or sent by a nationally recognized overnight courier service, such as Federal Express (notice deemed given upon receipt of proof of delivery); provided that the notice or other communication is sent to the address or email address set forth (i) if to Parent, to the address or email address set forth in Section 8.1 of the Merger Agreement and (ii) if to the Stockholder, to the Stockholder’s address or email address set forth on a signature page hereto, or to such other address or email address as such party may hereafter specify for the purpose by notice to each other party hereto.

(b)    This Agreement, the covenants and agreements contained herein shall terminate automatically with respect to the Stockholder, without any notice or other action by any person, upon the first to occur of (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms and (iii) the mutual written agreement of Parent and the Stockholder; provided that the Stockholder in its sole discretion may terminate this Agreement, following any material modification or amendment to, or the waiver of any provision of, the Merger Agreement, as in effect on the date hereof, (A) that reduces the aggregate amount or form of consideration payable to the Stockholder in respect of the Stockholder’s shares of capital stock of the Company in a manner that is materially adverse to the Stockholder, or (B) modifies the conditions of the obligations of the parties to the Merger Agreement to consummate the Transactions in a manner that adversely affects in any material respect the Stockholder (any such amendment, an “Adverse Amendment”). Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided that the provisions of this Section 5 shall survive any termination of this Agreement; provided further, that nothing herein shall relieve any Party from liability for (i) any willful and intentional breach of any covenant or agreement set forth in this Agreement by such Party occurring prior to such termination or (ii) such Party’s Actual Fraud.

(c)    Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective. The waiver by any party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(d)    The Company hereby agrees that the Company shall not, without the prior written consent of a majority of the Company Capital Stock held by the stockholders who have executed and delivered to the Company and Parent this Agreement (or agreements in substantially similar form), amend or modify, or cause to be amended or modified, the Merger Agreement in any manner that would materially and adversely affect the stockholders in their capacity as a stockholder of the Company.

(e)    All fees and expenses incurred in connection herewith shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated, except as expressly provided otherwise herein or in the Merger Agreement.

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(f)    This Agreement, together with the Merger Agreement, Schedule A, and the other documents and certificates delivered pursuant hereto, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement shall not be assigned by any party (including by operation of law, by merger or otherwise) without the prior written consent of (i) Parent, in the case of an assignment by the Stockholder (other than in the case of permitted transfer under Section 4(b)) and (ii) the Stockholder, in the case of an assignment by Parent. Any assignment in violation of this Section 5(e) shall be null and void ab initio.

(g)    The parties agree that irreparable damage may occur in the event that the Stockholder did not perform any of the provisions of this Agreement in accordance with their specific terms or otherwise breached any such provisions, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that Parent may be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they are entitled at law or in equity without the requirement to post any bond or other security. Any and all remedies herein expressly conferred upon Parent will be deemed cumulative with and not exclusive of any other remedy conferred hereby or by Law or equity upon Parent, and the exercise by Parent of any one remedy will not preclude the exercise of any other remedy.

(h)    This Agreement and all related Actions shall be governed by and construed in accordance with the internal Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware. THE PARTIES HERETO EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. The parties hereto expressly incorporate by reference Section 8.8 (Jurisdiction) of the Merger Agreement to apply to this Agreement mutatis mutandis, with references to the Merger Agreement therein deemed to reference this Agreement and references to the “Parties” thereunder deemed to reference the parties hereto.

(i)    The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(j)    This Agreement shall be binding upon and inure to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer any rights or remedies of any nature whatsoever under or by reason of this Agreement upon any person other than each party hereto.

(k)    Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

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(l)    This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the other Ancillary Agreements shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, “pdf”, “tif” or “jpg”) and other electronic signatures (including, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act and any other applicable law. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature.

(m)    The words “hereof,” “herein,” “hereby,” “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph and schedule references are to the articles, sections, paragraphs and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words describing the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words denoting natural persons shall include all persons and vice versa. The word “extent” and the phrase “to the extent” when used in this Agreement shall mean the degree to which a subject or other things extends, and such word or phrase shall not merely mean “if.” The term “or” is not exclusive. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York, New York, unless otherwise specified. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any person by virtue of the authorship of any provision of this Agreement.

(n)    The Stockholder agrees that if any further agreements, deeds, assignments, assurances or other instruments are reasonably necessary to effectuate the covenants in this Agreement, the Stockholder will, upon reasonable written request of the Stockholder by Parent and at Parent’s cost and expense, execute and deliver all such proper agreements, deeds, assignments, assurances and other instruments and take other reasonable action as permissible to do all other things reasonably necessary to effectuate the covenants in this Agreement and otherwise to carry out the purposes of this Agreement.

(o)    Except for claims pursuant to the Merger Agreement or any other Ancillary Document by any party thereto against any other party thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against the Company or Parent, and (b) none of the Company or Parent shall have any liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

(p)    Notwithstanding anything in this Agreement to the contrary, (i) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and

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beneficial owner of the Subject Shares, and not in the Stockholder’s capacity as a director, officer or employee of the Company or any of the Company’s Subsidiaries or in the Stockholder’s capacity as a trustee or fiduciary of any Employee Plan of the Company, and (ii) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any representative of the Stockholder serving as a member of the board of directors of the Company or as an officer, employee or fiduciary of the Company, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of the Company.

[Remainder of Page Left Intentionally Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed and delivered this Support Agreement as of the date first above written.

TLG ACQUISITION ONE CORP.

By:

Name:

Title:

[Signature Page to Support Agreement]

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IN WITNESS WHEREOF, the Parties have executed and delivered this Support Agreement as of the date first above written.

ELECTRIQ POWER, INC.

By:

Name:

Title:

[Signature Page to Support Agreement]

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IN WITNESS WHEREOF, the Parties have executed and delivered this Support Agreement as of the date first above written.

      By:

      Name:

      Title:

Address:

Attn:

E-mail:

with a copy (which shall not constitute notice) to:

Attn:

E-mail:

[Signature Page to Support Agreement]

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SCHEDULE A

Class/Series Securities	Number of Shares
Company Common Stock		[	●]
Company Seed Preferred Stock		[	●]
Company Seed-1 Preferred Stock		[	●]
Company Seed-2 Preferred Stock		[	●]

[Schedule A to Support Agreement]

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EXHIBIT A

WRITTEN CONSENT

Intentionally Omitted

15

EX-10.4

Exhibit 10.4

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 company (“Sponsor”), (iii) GBIF Management Ltd. and Greensoil Building Innovation Fund Co-Investment I, L.P. (together, “Greensoil”), and (iv) the stockholders of Parent signatory hereto (collectively, the “Stockholders”). Parent, Sponsor, Greensoil and the Stockholders may be referred to herein each as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Parent, Eagle Merger Corp. and Electriq Power, Inc., a Delaware corporation (“Company”), have entered into that certain Merger Agreement, dated as of November 13, 2022 (the “Merger Agreement”), pursuant to which, among other things, Company became a wholly owned Subsidiary of Parent; and

WHEREAS, pursuant to Section 1.10 of the Merger Agreement, each of the Parties is required to execute and deliver this Agreement at the Closing.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Action” means any judicial or administrative action, suit, litigation, arbitration, or proceeding, or any inquiry, audit, demand, examination, hearing, claim, charge, complaint or investigation (in each case, whether civil, criminal or administrative and whether public or private), at law or in equity, pending or brought by or before any Governmental Authority or arbitrator.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly, controlling, controlled by, or under direct or indirect common control with such specified Person. The term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise, and the terms “controlled” and “control” have meanings correlative thereto.

“Agreement” has the meaning set forth in the preamble.

“beneficial ownership,” including the correlative term “beneficially own,” has the meaning ascribed to such term in Section 13(d) of the Exchange Act.

“Board” means the board of directors of Parent.

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“Charter Documents” means the certificate of incorporation and bylaws (or other comparable governing instruments with different names) of an entity, as in effect from time to time.

“Closing” means the closing of the transactions contemplated by the Merger Agreement.

“Company” has the meaning set forth in the Recitals.

“Delaware Courts” has the meaning set forth in Section 4.11.

“Designated Directors” (each, a “Designated Director”) means the Greensoil Director and Sponsor Director.

“Designated Observers” (each, a “Designated Observer”) means the Greensoil Observer and Sponsor Observer.

“Exchange Act” means the Securities Exchange Act of 1934, and any rules and regulations promulgated thereunder.

“Governmental Authority” means any (i) government of any nation, state, city, locality, municipality or other political subdivision thereof, (ii) governmental or quasi-governmental entity of any nature (including any governmental agency or entity and any court or other tribunal) or (iii) any entity exercising or entitled to exercise any executive, legislative, judicial, police, taxing, regulatory or administrative functions of or pertaining to government, including any arbitral tribunal (public or private) or commission.

“Greensoil” has the meaning set forth in the Preamble.

“Greensoil Director” means the individual designated by Greensoil subject to and in accordance with the terms of Section 3.1(b).

“Greensoil Initial Ownership” means the number of shares of issued and outstanding Parent Common Stock (as adjusted for any stock split, stock dividend, recapitalization, reorganization or the like and, for the avoidance of doubt) beneficially owned by Greensoil and its Affiliates as of immediately following the Closing.

“Greensoil Observer” has the meaning set forth in Section 3.4(b).

“Greensoil Observer Termination Event” has the meaning set forth in Section 3.4(b).

“Legal Requirement” or “Law” means any federal, state or local, foreign, national or supranational or other law, act, statute, treaty, constitution, principle of common law, resolution, standard, ordinance, decree, permit, authorization, code, rule or regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Authority having jurisdiction over a given matter, as well as any Order.

“Merger Agreement” has the meaning set forth in the Recitals.

“Necessary Action” means, with respect to any Party and a specified result, all actions (to the extent such actions are permitted by Law and within such Party’s control) necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to all shares of Parent Common Stock beneficially owned by such Party (including any such shares acquired after the execution of this Agreement), (ii) causing the adoption of stockholders’ resolutions and amendments to the Charter Documents of Parent, (iii) executing agreements and instruments, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

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“NYSE” means the New York Stock Exchange or any stock exchange on which the Parent Common Stock is traded following the date of this Agreement.

“NYSE Rules” means the rules and regulations of the NYSE.

“Order” means any outstanding writ, order, judgment, injunction, settlement, decision, determination, award, ruling, subpoena, verdict or decree entered, issued, made, or rendered by any Governmental Authority.

“Parent” has the meaning set forth in the Preamble.

“Parent Common Stock” means the Class A Common Stock of Parent, par value $0.0001 per share.

“Party” and “Parties” has the meaning set forth in the preamble.

“Person” means any individual or any corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind.

“SEC” means the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“Securities Act” means the Securities Act of 1933, and any rules and regulations promulgated thereunder.

“Sponsor” has the meaning set forth in the Preamble.

“Sponsor Director” means the individual designated by the Sponsor subject to and in accordance with the terms of Section 3.1(a).

“Sponsor Initial Ownership” means the number of shares of issued and outstanding Parent Common Stock (as adjusted for any stock split, stock dividend, recapitalization, reorganization or the like and, for the avoidance of doubt) beneficially owned by Sponsor and its Affiliates as of immediately following the Closing.

“Sponsor Observer” has the meaning set forth in Section 3.4(a).

“Sponsor Observer Termination Event” has the meaning set forth in Section 3.4(a).

“Stockholders” has the meaning set forth in the Preamble.

“Subsidiary” means, with respect to any specified Person, any other Person of which such specified Person, directly or indirectly through one or more Subsidiaries, (i) owns at least 50% of the outstanding equity interests entitled to vote generally in the election of the board of directors or similar governing body of such other Person, or (ii) has the power to generally direct the business and policies of that other Person, whether by contract or as a general partner, managing member, manager, joint venturer, agent or otherwise.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Each of the Parties hereby represents and warrants to each other Party to this Agreement that as of the date such Party executes this Agreement:

Section 2.1 Existence; Authority; Enforceability. Such Party has the power and authority to enter into this Agreement and to carry out such Party’s obligations hereunder. If an entity, such Party is duly organized and

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validly existing under the Laws of its respective jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

Section 2.2 Absence of Conflicts. The execution and delivery by such Party of this Agreement and the performance of such Party’s obligations hereunder does not and will not (a) conflict with, or result in the breach of any provision of the Charter Documents of such Party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or (c) violate any Law applicable to such Party.

Section 2.3 Consents. Other than any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (a) the execution, delivery or performance of this Agreement or (b) the consummation of any of the transactions contemplated herein.

ARTICLE III

BOARD OF DIRECTORS MATTERS

Section 3.1 Director Representation.

(a) Sponsor Director Nominee. For the period of time commencing at the Closing and terminating on the date upon which Sponsor and its Affiliates beneficially own one-half (1/2) or less of the Sponsor Initial Ownership, Parent (subject to the exercise of fiduciary duties by the members of the Board) and Stockholder shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected one individual designated by Sponsor. A Sponsor Director may be, but shall not be required to be, an “independent director” under NYSE Rules.

(b) Greensoil Director Nominee. For the period of time commencing at the Closing and terminating on the date upon which Greensoil and its Affiliates beneficially own one-half (1/2) or less of the Greensoil Initial Ownership, Parent (subject to the exercise of fiduciary duties by the members of the Board) and Stockholder shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected one individual designated by Greensoil. A Greensoil Director may be, but shall not be required to be, an “independent director” under NYSE Rules.

(c) Decrease in Designated Directors. Upon any decrease in the number of directors that Greensoil or Sponsor is entitled to designate for nomination to the Board pursuant to Sections 3.1(a) or (b), Greensoil or Sponsor, as applicable, shall take all Necessary Action to cause its Designated Director to offer to tender their resignation, effective as of the Parent’s next annual meeting. For avoidance of doubt, any Designated Director resigning pursuant to this Section 3.1(c) shall be permitted to continue serving as a Designated Director until Parent’s next annual meeting.

(d) Removal; Vacancies. Except as provided in this Section 3.1(c), and subject to the Charter Documents of Parent, (i) each of Greensoil and Sponsor shall have the exclusive right to remove its Designated Director designee from the Board (including any committees thereof), and Parent and the Stockholders shall take

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all Necessary Action to cause the removal of any such designee at the request of Sponsor, and (ii) each of Greensoil and Sponsor shall have the exclusive right to designate a director for nomination to the Board to fill vacancies created by reason of the death, removal or resignation of its Designated Director designee to the Board (including any committees thereof upon which such Designated Director was serving at the time of his or her death, removal or resignation), and Parent and Stockholder shall take all Necessary Action to cause any such vacancies to be filled by a replacement director designated by Greensoil or Sponsor as promptly as reasonably practicable, provided that such replacement director is reasonably acceptable to the Board in the good faith exercise of its fiduciary duties. Each of Greensoil and Sponsor shall take all Necessary Action to cause its Designated Director to resign promptly from the Board if such Designated Director, as determined by the Board in good faith after consultation with outside legal counsel, (A) is prohibited or disqualified from serving as a director of Parent under any rule or regulation of the SEC, the NYSE, or by applicable Law, (B) has engaged in acts or omissions constituting a breach of such Designated Director’s fiduciary duties to Parent and its stockholders, (C) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law or that, in the good faith judgment of the majority of the disinterested independent directors on the Board, would cause a significant adverse effect on the reputation of Parent, or (D) has engaged in any transaction involving Parent from which such Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction; provided, however, that, subject to Sections 3.1(a) and 3.1(b) and the immediately preceding clauses (A)-(D) of this Section 3.1(d), Greensoil or Sponsor, as applicable, shall have the right to replace such resigning Designated Director with a new Designated Director reasonably acceptable to the Board in the exercise of its fiduciary duties, such newly named Designated Director to be appointed promptly to the Board in place of the resigning Designated Director in the manner set forth in the Charter Documents of Parent for filling vacancies on the Board. Greensoil and Sponsor shall provide Parent with such information as is reasonably requested by Parent regarding any person proposed to be nominated as a Designated Director pursuant to this Section 3.1(d).

(e) Confidentiality. Notwithstanding anything to the contrary in the Charter Documents of Parent, any confidentiality policy adopted by the Board or otherwise, a Designated Director and/or a Designated Observer shall be permitted to share with Greensoil or Sponsor, as applicable, any non-public information learned by such Designated Director in his or her capacity as a director or Designated Observer in his or her capacity as a non-voting observer, including communications among Board members in their capacities as directors, for the purpose of Greensoil and Parent monitoring its investment in Parent.

Section 3.2 Agreement to Vote. From the date hereof until the date on which Greensoil and Sponsor no longer have the right to designate a Designated Director under this Agreement (for avoidance of doubt, if only one Person loses the right to designate a Designated Director under this Agreement, this Section 3.2 shall remain in effect until both Greensoil and Sponsor no longer have such right), each Stockholder shall cause all shares of Parent Common Stock that such Stockholder has the right to vote as of the applicable record date to be present in person or by proxy for quorum purposes and to be voted at any meeting of stockholders or at any adjournments or postponements thereof, and to consent in connection with any action by written consent in lieu of a meeting, in favor of each director nominated in accordance with Section 3.1 for election at any such meeting or through any such written consent. Each Stockholder further agrees not to take, directly or indirectly, any action to remove any Designated Director from office unless such removal is for cause as described in Section 3.1(d) or if Greensoil or Sponsor, as applicable, is no longer entitled to nominate such director pursuant to Section 3.1(a) or (b), respectively. Each of Parent and each Stockholder agrees not to take any actions (including granting any proxy, consent, power of attorney or other authorization with respect to any of the shares of Parent Common Stock beneficially owned by such Party, or depositing any such shares or any interest therein in a voting trust or subjecting any such shares or any interest therein to a voting agreement or similar agreement) that would conflict or interfere with or otherwise adversely affect the implementation of this Agreement or the intention of the Parties with respect to the composition of the Board as herein stated.

Section 3.3 Indemnification and Insurance; Compensation and Reimbursement.

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(a) Parent shall enter into customary indemnification agreements with each Designated Director at the Closing and from time to time thereafter.

(b) Parent shall (i) purchase and maintain in effect at all times directors’ and officers’ liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary, (ii) for so long as any Sponsor Director serves as a director on the Board, maintain such coverage with respect to such Sponsor Director, and (iii) cause the Charter Documents of Parent (each as may be further amended, modified and/or supplemented from time to time) to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of Parent to the fullest extent permitted under applicable Law; provided, that upon removal or resignation of any Designated Director for any reason, Parent shall take actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of at least six years from any such event in respect of any act or omission occurring at or prior to such event.

(c) Each Designated Director shall be entitled to receive the same standard director compensation as is paid to any other non-employee director on the Board. Parent shall reimburse each Designated Director for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board and any committees thereof, including travel, lodging and meal expenses on the same basis as it reimburses each other non-employee director on the Board.

Section 3.4 Observers.

(a) Sponsor Observer. Parent agrees that until such time as Sponsor and its Affiliates no longer beneficially own at least 1% of the outstanding shares of Parent Common Stock (“Sponsor Observer Termination Event”), Sponsor shall have the right, but not the obligation, to designate an individual (any such individual, the “Sponsor Observer”) to attend all meetings of the Board in a non-voting, observer capacity.

(b) Greensoil Director Nominee. Parent agrees that until such time as Greensoil and its Affiliates no longer beneficially own at least 1% of the outstanding shares of Parent Common Stock (“Greensoil Observer Termination Event”), Greensoil shall have the right, but not the obligation, to designate an individual (any such individual, the “Greensoil Observer”) to attend all meetings of the Board in a non-voting, observer capacity.

(c) Process. Parent shall provide to each Designated Observer notice of any meetings of the Board, a copy of the meeting materials at the same time as provided to the members of the Board in their capacity as such, and shall provide each Designated Observer with the same rights to expense reimbursement that it provides to the Designated Directors. Notwithstanding the above, each Designated Observer shall not be entitled to attend and otherwise participate in, and shall, to the extent applicable, waive notice of and recuse themselves from, such meetings or portions thereof and shall not be entitled to receive any information, in each case (i) if Parent believes based on the good faith written advice of outside counsel that providing such information would violate applicable Law (in which case Parent shall notify Greensoil and/or Sponsor of such belief and Parent, Greensoil and/or Sponsor shall consult and cooperate in good faith in determining whether Parent is legally prohibited from providing such information to such Designated Observer), or (ii) where Parent determines based upon good faith written advice from outside counsel that providing such information (A) would reasonably be expected to jeopardize an attorney-client privilege or cause a loss of attorney work product protection or (B) would violate a contractual confidentiality obligation to any third party; provided, that, Parent uses reasonable best efforts and cooperates in good faith with each Designated Observer to develop and implement reasonable alternative arrangements to provide each Designated Observer with the intended benefits of this Section 3.4.

(d) No Fidiciary Duties. Parent acknowledges and agrees that each Designated Observer will not owe any fiduciary duties or any other similar obligations or duties, including in law or equity, to Parent, its subsidiaries, or its stockholders and may act at all times in the best interests of Greensoil or Sponsor, respectively.

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(e) Termination of Desiganted Observer. Promptly upon the occurrence of (i) a Sponsor Observer Termination Event or (ii) a Greensoil Observer Termination Event, all obligations of Parent with respect to, and all rights of, Sponsor and the Sponsor Observer or Greensoil and the Greensoil Observer, respectively pursuant to this Section 3.4 shall terminate and, unless otherwise consented to by a majority of the members of the Board, such Designated Observer shall cease attending meetings of the Board.

ARTICLE IV

GENERAL PROVISIONS

Section 4.1 Successors and Assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Parties. 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 Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 4.2 Third Party Beneficiaries. Nothing in this Agreement shall be construed to confer upon, or give to, any Person other than the Parties hereto any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and permitted assigns. Notwithstanding the foregoing, each Designated Director shall be a third party beneficiary of the provisions of Section 3.3.

Section 4.3 Freedom to Pursue Opportunities. Subject to any other agreement with Parent or any of its Subsidiaries to which Greensoil, Sponsor, any Designated Director or any Designated Observer may be bound, the Parties expressly acknowledge and agree that: (a) Greensoil, Sponsor, each Designated Director and each Designated Observer (and each Affiliate thereof) has the right to, and shall have no duty (contractual or otherwise) not to, (i) directly or indirectly engage in the same or similar business activities or lines of business as Parent or any of its Subsidiaries, including those deemed to be competing with Parent or any of their Subsidiaries, or (ii) directly or indirectly do business with any client or customer of Parent or any of its Subsidiaries; and (b) in the event that Greensoil, Sponsor, a Designated Director or a Designated Observer (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for Parent or any of its Subsidiaries, none of Greensoil, Sponsor, any Designated Director or any Designated Observer (or any such Affiliate) shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to Parent or any of its Subsidiaries, as the case may be, and shall not be liable to Parent, its Subsidiaries or their respective Affiliates or stockholders for breach of any duty (contractual or otherwise) by reason of the fact that Greensoil, Sponsor, such Designated Director or such Designated Observer (or such Affiliate thereof), directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to Parent or any of its Subsidiaries.

Section 4.4 No Agreement as Director or Officer. Each Stockholder is signing this Agreement solely in his, her or its capacity as a stockholder of Parent. Nothing in this Agreement will be construed to prohibit, limit or restrict any Stockholder from exercising his fiduciary duties as an officer or director (if he or she holds such office) to Parent or its stockholders.

Section 4.5 Termination. This Agreement shall terminate automatically (without any action by any Party) on the first date on which a Person no longer has the right to designate an individual for nomination to the Board under this Agreement or a Designated Observer; provided, that the provisions in Section 3.3 and this Article IV shall survive such termination.

Section 4.6 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall

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nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 4.7 Entire Agreement; Amendment; Waiver.

(a) This Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all Parties.

(b) No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the Party against whom such waiver is claimed. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Section 4.8 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or other electronic transmission shall be deemed an original signature hereto. No Party shall be bound until such time as all of the Parties have executed counterparts of this Agreement.

Section 4.9 Notices. All notices and communications required or permitted to be given hereunder shall be in writing and shall be delivered personally, or sent by overnight courier or mailed by certified or registered United States Mail with all postage fully prepaid, or sent by electronic mail transmission (provided that a receipt of such email is requested by the notifying Party and affirmatively acknowledged by the receiving Party), addressed to the appropriate Party at the address for such Party shown below or at such other address as such Party shall have theretofore designated by written notice delivered to the Party giving such notice:

if to Sponsor, to:

TLG Acquisition Founder LLC

TLG Acquisition One Corp.

515 Flagler Drive, Suite 520

West Palm Beach, FL 33401

Attention: Michael Lawrie

Email: Mikelawrie@tlgholding.com

with a copy (which will not constitute notice) to:

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, TX 77002-6117

Attention:        Gerald M. Spedale

                         Chris Trester

Email:            gspedale@gibsondunn.com

                         ctrester@gibsondunn.com

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if to Parent, to:

625 N. Flagler Drive

West Palm Beach, Florida 33401

Attention: Legal Department

Email: Jim.vanhoof@electriqpower.com

Phone Number: 860-996-2411

with a copy (which will not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attention:        David Landau

                         Anthony Ain

Email: dlandau@egsllp.com

            aain@egsllp.com

if to Greensoil, to:

GBIF Management Ltd.

804-2345 Yonge Street

Toronto, ON M4P 2E5

Attention:        Gideon Soesman

Email: gideon@greensoil-investments.com

if to a Stockholder, to the address for such Stockholder set forth on Annex A.

Section 4.10 Governing Law. This Agreement, the rights of the Parties hereunder and all Actions arising in whole or in part under or in connection herewith, will be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

Section 4.11 Jurisdiction; Venue; Service of Process.

(a) Each of the Parties to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware (the “Delaware Courts”), for the purpose of any Action relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), (ii) hereby waives to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim or objection that it is not subject personally to the jurisdiction of the Delaware Courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the Delaware Courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the Delaware Courts, or should be stayed by reason of the pendency of some other Action in any other court other than one of the Delaware Courts or that this Agreement or the subject matter hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the Delaware Courts. Notwithstanding the previous sentence a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts.

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(b) Each of the Parties to this Agreement agrees that for any Action among any of the Parties relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), such Party will bring such Action only in the Delaware Courts. Notwithstanding the previous sentence a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts. Each Party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.

(c) Each of the Parties to this Agreement hereby (i) consents to service of process in any Action among any of the Parties hereto relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise) in any manner permitted by applicable Law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.8, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Section 4.12 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT AND THAT SUCH ACTIONS, CLAIMS, DEMAND OR CAUSES OF ACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 4.13 Specific Performance. Each of the Parties hereto agrees that irreparable harm for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that it does not fully and timely perform its obligations under or in connection with this Agreement in accordance with its terms or otherwise breach such provisions. Each of the Parties hereto acknowledges and agrees that (a) the other Parties will be entitled to an injunction, specific performance or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages and without posting a bond or undertaking and without proof of damages, this being in addition to any other remedy to which such other Parties are entitled under the Law or in equity and (b) the right to obtain an injunction, specific performance, or other equitable relief is an integral part of this Agreement and, without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 4.13 shall not be required to provide any bond or other security or undertaking and without proof of damages in connection with any such injunction.

Signature pages follow.

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

PARENT:
TLG ACQUISITION ONE CORP.
By:	/s/ John Michael Lawrie
Name:		John Michael Lawrie
Title:		Chief Executive Officer

[Signature Page to Stockholders’ Agreement]

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

SPONSOR:
TLG ACQUISITION FOUNDER LLC
By:	/s/ John Michael Lawrie
Name:		John Michael Lawrie
Title:		Manager

[Signature Page to Stockholders’ Agreement]

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

GREENSOIL:
GBIF MANAGEMENT LTD. on behalf of Greensoil Building Innovation Fund (Canadian), LP and Greensoil Building Innovation Fund (International), LP
By:	/s/ Gideon Soesman
Name:		Gideon Soesman
Title:		Managing Partner

GREENSOIL BUILDING INNOVATION FUND CO-INVESTMENT I, L.P.
By: GBIF MANAGEMENT LTD., its general partner
By:	/s/ Gideon Soesman
Name:		Gideon Soesman
Title:		Managing Partner

[Signature Page to Stockholders’ Agreement]

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

STOCKHOLDERS
Frank Magnotti
By:	/s/ Frank Magnotti
Frances Turbiak-Magnotti
By:	/s/ Frances Turbiak-Magnotti
James Van Hoof
By:	/s/ James Van Hoof
Petrina Thomson
By:	/s/ Petrina Thomson
Jan Klube
By:	/s/ Jan Klube
Francis Evans
By:	/s/ Francis Evans
Pravin Bhagat
By:	/s/ Pravin Bhagat
Troy Anatra
By:	/s/ Troy Anatra
Ozlem Fonda
By:	/s/ Ozlem Fonda

[Signature Page to Stockholders’ Agreement]

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EX-10.5

Exhibit 10.5

FORM OF 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 [●], 2022 (the “Effective Date”) by and among (i) TLG Acquisition One Corp., a Delaware corporation (the “Company”), (ii) the stockholders of the Company listed on the signature page hereto (the “Stockholders”) and (iii) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement (together with the Stockholders and RBC, the “Holders” and each individually a “Holder”).

RECITALS

WHEREAS, the Company, Electriq Power, Inc., a Delaware corporation (“Eagle”), and Eagle Merger Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) are parties to that certain Merger Agreement, dated as of November 13, 2022 (the “Merger Agreement”), pursuant to which, Merger Sub merged with and into Eagle (the “Merger”), with Eagle surviving the Merger as a wholly owned subsidiary of the Company;

WHEREAS, the Company, the Sponsor, RBC and certain of the Holders, are parties to that certain Registration Rights Agreement, dated as of January 27, 2021 (the “Original Registration Rights Agreement”), which shall be amended and restated by this Agreement; and

WHEREAS, in connection with the consummation of the Merger, the holders of a majority in interest of the Registrable Securities under the Original Registration Rights Agreement desire to amend and restate the Original Registration Rights Agreement in its entirety as set forth herein, and the parties hereto desire to enter into this Agreement pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

ARTICLE I

DEFINITIONS

The following capitalized terms used herein have the following meanings:

“Adverse Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer of the Company or principal financial officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (c) the Company has a bona fide business purpose for not making such information public.

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“Agreement” is defined in the preamble to this Agreement.

“Blackout Period” is defined in Section 3.4(b).

“Block Trade” means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” means the board of directors of the Company.

“Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

“Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.

“Common Stock” means the Class A common stock, par value $0.0001 per share, of the Company.

“Common Stock Equivalents” means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), shares of Common Stock (including any note or debt security convertible into or exchangeable for shares of Common Stock).

“Company” is defined in the preamble to this Agreement.

“Demanding Holder” is defined in Section 2.1(e).

“Eagle” is defined in the recitals to this Agreement.

“Effective Date” is defined in the preamble to this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“FINRA” means the Financial Industry Regulatory Authority Inc.

“Form S-1  Shelf” is defined in Section 2.1(b).

“Form S-3 Shelf” is defined in Section 2.1(b).

“Founder Shares” means shares of Class F Common Stock originally purchased by Sponsor pursuant to that certain Securities Subscription Agreement, dated as of October 13, 2020, by and between the Company and Sponsor.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Greensoil” means GBIF Management Ltd.

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“Holder” is defined in the preamble to this Agreement.

“Holder Indemnified Party” is defined in Section 4.1.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Letter Agreement” means that certain Letter Agreement, by and between the Company, the Sponsor, and each director and officer of the Company, dated January 27, 2021.

“Long-Form Registration” has the meaning set forth in Section 2.1(a).

“Maximum Number of Securities” is defined in Section 2.1(f).

“Merger” is defined in the recitals to this Agreement.

“Merger Agreement” is defined in the recitals to this Agreement.

“Merger Sub” is defined in the recitals to this Agreement.

“Minimum Takedown Threshold” is defined in Section 2.1(e).

“Misstatement” means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“New Registration Statement” is defined in Section 2.1(h).

“Notices” is defined in Section 5.4.

“Opt-Out Request” is defined in Section 5.10.

“Original Registration Rights Agreement” is defined in the recitals to this Agreement.

“Other Coordinated Offering” is defined in Section 2.4(a).

“Permitted Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Private Placement Lock-up Period under the RBC Side Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Piggyback Registration” is defined in Section 2.2(a).

“Private Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the shares

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of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

“Private Placement Warrants” means 6,666,667 private placement warrants that were issued and sold simultaneously with the initial public offer of the Company at a price of $1.50 per warrant.

“Prospectus” means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“RBC” means RBC Capital Markets, LLC, a Minnesota limited liability company.

“RBC Side Letter” shall mean that certain letter agreement, dated as of January 27, 2021, by and between the Company and RBC.

“Register,” “Registered” and “Registration” mean a registration, including any related Shelf Takedown but excluding a registration on Form S-4 or Form S-8, or their successors, or any registration covering only securities proposed to be issued in exchange for securities or assets of another entity, effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any equity securities (including the shares of the Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans made to the Company by a Holder, (d) any shares of Common Stock held by the Holders at any time (including those held as a result of, or issuable upon, the conversion or exercise of Common Stock Equivalents), whether now owned or acquired by the Holders at a later time, (e) any shares of Common Stock of the Company otherwise acquired or owned by a Holder following the date hereof to the extent such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (f) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities upon the earliest to occur of: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates or book entry positions for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations as to manner or timing of sale); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration Expenses” shall mean the expenses of a Registration, including, without limitation, the following:

(a)    all registration and filing fees (including fees with respect to filings required to be made with FINRA) and any national securities exchange on which the Common Stock is then listed;

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(b)    fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters, placement agent or sales agent in connection with blue sky qualifications of Registrable Securities);

(c)    printing, messenger, telephone and delivery expenses;

(d)    reasonable fees and disbursements of counsel for the Company;

(e)    reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;

(f)    reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering or Other Coordinated Offering; provided that expenses payable by the Company pursuant to this clause (f) shall not exceed (1) $100,000 for the first registration pursuant to this Agreement and (2) $50,000 for each subsequent registration;

(g)    all expenses of the Company related to any “road show” including the reasonable out of pocket expenses of the selling stockholders; and

(h)    the expense of any Securities Act liability insurance or similar insurance that may be obtained by the Company (it being understood that the Company shall have no obligation hereunder to obtain any such insurance).

“Registration Statement” means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” is defined in Section 2.1(f).

“SEC Guidance” is defined in Section 2.1(h).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Shelf” means the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration” means a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown” means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Sponsor” means TLG Acquisition Founder LLC, a Delaware limited liability company.

“Subscription Agreements” means those certain subscription agreements the Company entered into with certain investors pursuant to which such investors purchased shares of Common Stock in connection with the consummation of the transactions contemplated in the Merger Agreement.

“Subsequent Shelf Registration” is defined in Section 2.1(c).

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“Suspension Period” is defined in Section 3.4(a).

“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clauses (a) or (b).

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

“Underwritten Offering” means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” is defined in Section 2.1(e).

“Withdrawal Notice” is defined in Section 2.1(g).

ARTICLE II

REGISTRATION RIGHTS.

Section 2.1.    Shelf Registration.

(a)    Long Form Registration. If a Registration Statement filed pursuant to Section 2.1(b) is required hereunder to be, but is not, available to effect the proposed transaction, (x) RBC, (y) Sponsor or (z) the Holders of a majority in interest of the then-outstanding number of Registrable Securities (excluding Registrable Securities held by RBC, Sponsor and their Permitted Transferees) may request that the Company register under the Securities Act all or any portion of its Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto with respect to an underwritten public offering of Registrable Securities (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the number of Registrable Securities requested to be included in the Long-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Long-Form Registration within sixty (60) days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be obligated to (i) effect a Long-Form Registration pursuant within ninety (90) days after the closing of a previous Long-Form Registration in which holders of Registrable Securities were permitted to register the offer and sale under the Securities Act, and actually sold, all of the shares of Registrable Securities requested to be included therein, and (ii) effect more than an aggregate of three (3) Long-Form Registration pursuant to this Section 2.1(a) in any twelve (12) month period; provided, however, that the limitation in clause (ii) shall not apply to any Long-Form Registration by RBC which shall be governed by Section 2.5.

(b)    Filing. Subject to Section 3.3, the Company shall file as soon as practicable, but not more than forty five (45) days after the date of this Agreement, and use commercially reasonable efforts to cause to be

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declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Subject to Section 3.4(b), the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of the Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 (the “Form S-3 Shelf”) as soon as practicable after the Company is eligible to use Form S-3.

(c)    Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.

(d)    Additional Registrable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of the Sponsor, RBC or any other Holder that holds at least five percent (5.0%) of the Registrable Securities, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof.

(e)    Requests for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, the Sponsor or any Holder or group of Holders (any of the Sponsor, Holder or group of Holders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Shelf Takedown if (i) such offering shall include Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, thirty million dollars ($30,000,000) (the “Minimum Takedown Threshold”) or (ii) the Registrable Securities to be offered constitute all the Registrable Securities held by such Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. As promptly as is reasonably

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practicable, but in any event within five (5) days after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. Subject to Section 2.4(d), the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding Holder or participating Holder with the greatest number of Registrable Securities in such Underwritten Shelf Takedown’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Company shall not be obligated to effect more than an aggregate of four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1(e) in any twelve (12) month period and shall not be obligated to effect an Underwritten Shelf Takedown pursuant within ninety (90) days after the closing of an Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Shelf Takedown to any then effective Registration Statement, including the Form S-3 Shelf, that is then available for such offering.

(f)    Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown advises the Company, the Demanding Holders and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Shelf Takedown pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Shelf Takedown without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Shelf Takedown, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities of the Company that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other proportion as shall mutually be agreed to by all such Demanding Holders and Requesting Holders) that can be sold without exceeding the Maximum Number of Securities; provided, however, that the number of Registrable Securities held by the Holders to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are first entirely excluded from the Underwritten Shelf Takedown. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. The inclusion of any Holder’s Registrable Securities in an Underwritten Shelf Takedown shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

(g)    Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, RBC (in the case of a Underwritten Shelf Takedown initiated by RBC) or a majority-in-interest of the Demanding Holders (excluding RBC and the RBC Permitted Transferees) initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that the Sponsor or a Demanding Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by such Holder. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf

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Takedown for purposes of Section 2.1(e), unless either (i) the Demanding Holder has not previously withdrawn any Underwritten Offering or (ii) the Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if the Sponsor or a Demanding Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor or such Demanding Holder, as applicable, for purposes of Section 2.1(e). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1(g), other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1(g).

(h)    New Registration Statement. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a new registration statement (a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to the Company for such registration statement, on such other form available to register for resale of the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.

(i)    Effective Registration. Notwithstanding the provisions of Section 2.1(d) or Section 2.1(e) above or any other part of this Agreement, a Registration shall not count as a Registration unless and until (i) the Registration Statement has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to an Underwritten Shelf Takedown becomes effective or is subsequently terminated.

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Section 2.2.    Piggyback Registration.

(a)    Piggyback Rights. Subject to Section 2.4(c), if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2.2(b), the Company shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2(a) to be included therein on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

(b)    Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(i)    If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering: (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2(a), pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of

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Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(ii)    If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering: (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2(a), pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and

(iii)    If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1(f).

(c)    Piggyback Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1(g)) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1(g)), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2(c).

(d)    Unlimited Piggyback Registration Rights. For purposes of clarity, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1(e) hereof.

Section 2.3.    Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), each Holder given an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90) day period beginning on the date of pricing of such offering or such shorter period during which the

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Company agrees not to conduct an underwritten primary offering of Common Stock, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that each such Holder shall only be subject to the restriction set forth in this Section 2.3 if the directors and officers of the Company are subject to a lock-up obligation to the Underwriters managing the offering and the length of such lock-up for such Holder shall be no longer than the shortest lock-up of any such directors and officers; provided, further, that if the Company or the underwriters of such Underwritten Offering waive or shorten the lock-up period for any of the Company’s officers, directors or Holders, then (i) all Holders subject to such lock-up shall receive notice of such waiver or modification no later than two (2) business days following such waiver or modification, and (ii) such lock-up will be similarly waived pro rata or shortened for each such Holder. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Section 2.4.    Block Trades; Other Coordinated Offerings.

(a)    Notwithstanding the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding Holder wishes to engage in (i) a Block Trade or (ii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either (A) twenty million dollars ($20,000,000) or (B) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1(e), such Demanding Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence, and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

(b)    Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4(b).

(c)    Notwithstanding anything to the contrary in this Agreement, (i) any caps on Underwritten Shelf Takedowns under Section 2.1(e) hereof and (ii) the provisions of Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

(d)    The Demanding Holder in a Block Trade shall have the right to select the Underwriters and any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

(e)    Each Holder may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12) month period.

Section 2.5.    Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (a) RBC may not exercise its rights under Section 2.1 and Section 2.2 hereunder after five (5) and seven (7) years, respectively, from the effective date of the Company’s registration statements on Form S-1, File No. 333-252032 and 333-252494, and (ii) RBC may not exercise its rights under Section 2.1 more than one time (for avoidance of

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doubt, if RBC does not reimburse the Company for all Registration Expenses after exercising its rights to withdraw pursuant to Section 2.1(g), then such withdrawal will count against the limitation set forth in this Section 2.5(ii).

ARTICLE III

REGISTRATION PROCEDURES

Section 3.1.    Filings; Information. In connection with any Long-Form Registration, Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection therewith:

(a)    Filing Registration Statement. The Company shall prepare and file with the Commission as soon as practicable a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and use its commercially reasonable efforts to keep it effective for the period required by Section 3.1(c).

(b)    Copies. The Company shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Holders of Registrable Securities included in such Registration or legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders.

(c)    Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn.

(d)    Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the Holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such Holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such Prospectus will not contain a Misstatement, and promptly make available to the Holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or Prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of

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filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall consider such comments in good faith before filing any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated by reference.

(e)    State Securities Laws Compliance. The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or taxation in any such jurisdiction.

(f)    Agreements for Disposition. In the event of an Underwritten Offering, Block Trade or Other Coordinated Offering, the Company shall enter into customary agreements (including, if applicable, an underwriting agreement or other sales or distribution agreement in customary form). The representations, warranties and covenants of the Company in any such agreement which are made to or for the benefit of any Underwriters or other placement agent or sales agent, to the extent applicable, shall also be made to and for the benefit of the Holders of Registrable Securities included in such registration statement. No Holder included in a Registration Statement to which such underwriting agreement relates shall be required to make any representations or warranties in the underwriting agreement except for representations and warranties that are customary in such offerings, including but not limited to (if applicable), with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement.

(g)    Cooperation. The Company shall use reasonable efforts to cause the principal executive officer, principal financial officer and principal accounting officer of the Company and all other officers and members of the management of the Company to reasonably cooperate in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

(h)    Records. The Company shall make available for inspection by the Holders of Registrable Securities included in such Registration Statement, any Underwriter or placement agent or sales agent participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any Holder of Registrable Securities included in such Registration Statement or any Underwriter or placement agent or sales agent, all financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and use reasonable efforts to cause the Company’s officers, directors and employees to supply and be reasonably available, during regular business hours, to discuss any information reasonably requested by any of them in connection with such Registration Statement; provided, however, that such Underwriter, placement agent, sales agent or other representatives enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information.

(i)    Opinions and Comfort Letters. In the event of an Underwritten Offering, Block Trade or Other Coordinated Offering, the Company shall use commercially reasonable efforts to obtain (i) a “comfort” letter

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(including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter or placement agent or sales agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders, and (ii) an opinion and negative assurance letter, to be delivered on the date the Registrable Securities are delivered for sale pursuant to such Registration Statement, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sale agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders; provided, however, that counsel for the Company shall not be required to provide any opinions with respect to any Holder.

(j)    Earning Statement. The Company shall comply in all material respects with all applicable rules and regulations of the Commission and the Securities Act and make available to its shareholders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering a period of twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect).

(k)    Listing. The Company shall use its commercially reasonable efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.

(l)    Road Show. If the Registration involves an Underwritten Offering of Registrable Securities for gross proceeds in excess of the Minimum Takedown Threshold, the Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary online, telephonic or video “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering.

(m)    Transfer Agent. The Company shall provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement.

(n)    Misstatement. The Company shall notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof.

Section 3.2.    Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.

Section 3.3.    Information. The Holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Article II and in connection with the Company’s obligation to comply with federal and applicable state securities laws. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide

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such information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the Registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

Section 3.4.    Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

(a)    Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”).

(b)    If the filing, effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (i) require the Company to make an Adverse Disclosure, (ii) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (iii) in the good faith judgment of the majority of the Board, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, effectiveness or continued use at such time, then notwithstanding anything to the contrary herein, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than sixty (60) consecutive days, determined in good faith by the Company necessary for such purpose after the request of the Holders is given (any such period, a “Blackout Period”). In the event the Company exercises its rights under this Section 3.4(b), the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. Notwithstanding anything to the contrary in this Section 3.4, in no event shall any Suspension Period or any Blackout Period continue for more than one hundred twenty (120) days in the aggregate during any three hundred and sixty-five (365) day period.

(c)    (i) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf, or (ii) if, pursuant to Section 2.1(e), Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1(e) or Section 2.4. In such event, the Company shall have the right to defer such filing for a period of not more than sixty (60) days.

(d)    The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement and in the event of any conflict between the terms of any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

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Section 3.5.    Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION.

Section 4.1.    Indemnification by the Company. To the extent permitted by law and subject to the limitations set forth in Section 4.4(c) hereof, the Company agrees to indemnify and hold harmless each Holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls a Holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), from and against all losses, judgments, claims, damages, liabilities and out-of-pocket expenses (including reasonable outside attorneys’ fees), whether joint or several, arising out of or based upon any Misstatement or alleged Misstatement contained in any Registration Statement or Prospectus; provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, and the Company will not be liable in any such case to the extent that any such losses, judgments, claims, damages, liabilities or out-of-pocket expenses arises out of or is based upon any Misstatement or alleged Misstatement made in such Registration Statement or Prospectus in reliance upon and in conformity with information furnished to the Company, in writing, by a Holder Indemnified Party expressly for use therein.

Section 4.2.    Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which the Holder of Registrable Securities is participating, to the extent permitted by law and subject to the limitations set forth in Section 4.4(c) hereof, each selling Holder of Registrable Securities will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its directors and officers, legal counsel and accountants for the Company and each Underwriter or placement agent or sales agent (if any), and each other selling Holder and each other person, if any, who controls the Company, another selling Holder or such Underwriter or placement agent or sales agent within the meaning of the Securities Act, against any losses, claims, judgments, damages, liabilities and out-of-pocket expenses (including reasonable outside attorneys’ fees), whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Misstatement or alleged Misstatement contained in any Registration Statement, if the Misstatement or alleged Misstatement was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling Holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending; provided, however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed. Each selling Holder’s indemnification obligations hereunder shall be several and

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not joint and several and shall be limited to the amount of any net proceeds actually received by such selling Holder, except in the case of fraud or willful misconduct by such Holder. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holder, the only information furnished or to be furnished by a Holder to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such Holder and its affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Registrable Securities by such Holder and its affiliates, (c) the name and address of such Holder and (d) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Section 4.3.    Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or Section 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written advice of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding (i) which cannot be settled in all respects by the payment of money or (ii) in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding and does not include a statement as to or an admission of fault or culpability, by or on behalf of any Indemnified Party.

Section 4.4.    Contribution.

(a)    If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the Misstatement or alleged Misstatement relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Misstatement or alleged Misstatement.

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(b)    The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4(a).

(c)    The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) with respect to any action shall be entitled to contribution in such action from any person who was not guilty of such fraudulent misrepresentation.

(d)    No Indemnifying Party shall be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there be a final judgment for the plaintiff, such Indemnifying Party agrees to indemnify each Indemnified Party from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment.

ARTICLE V

MISCELLANEOUS.

Section 5.1.    Other Registration Rights. Except as provided in the Subscription Agreements, the Company represents and warrants that no person, other than the Holders, has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

Section 5.2.    Acknowledgment. The Holders hereby agree and acknowledge that their respective Registrable Securities (other than their respective Registrable Securities acquired in the public market or pursuant to a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to a subscription agreement where the issuance of Registrable Securities occurs on or after the closing of the Merger) are subject to the lock-up provisions, as applicable, set forth in Section 4 of the RBC Side Letter, Section 2 of the Lock-Up Agreements, dated as of November 13, 2022, by and among the certain stockholders of Eagle and the Company, or Section 4 of that certain Sponsor Agreement, dated as of November 13, 2022, by and among the Sponsor and the other parties thereto.

Section 5.3.    Assignment; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of any Holder hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties or of any assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article IV and this Section 5.3.

Section 5.4.    Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this

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Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, electronic transmission with receipt verified by electronic confirmation, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by electronic transmission; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

If to the Company, to:

TLG Acquisition One Corp.

515 N. Flagler Drive, Suite 520

West Palm Beach, FL 33401

Attention: Michael Lawrie

Email: Mikelawrie@tlgholding.com

with a copy (which will not constitute notice) to:

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, TX 77002-6117

Attention:	Gerald M. Spedale
	Chris Trester
Email:	gspedale@gibsondunn.com
	ctrester@gibsondunn.com

If to a Holder, to the address or contact information set forth in the Company’s books and records.

Section 5.5.    Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

Section 5.6.    Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof. No party shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of a contract and each party forever waives any such defense.

Section 5.7.    Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

Section 5.8.    Modifications, Amendments and Waivers. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the written

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consent of such Holder will also be required; provided, further, that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided, further, that notwithstanding the foregoing, any amendment or modification hereto or waiver hereof shall also require the written consent of (i) the Sponsor, so long as the Sponsor and its affiliates hold, in the aggregate, at least 5% of the outstanding shares of Common Stock of the Company, and (ii) Greensoil, so long as Greensoil and its affiliates hold, in the aggregate, at least 5% of the outstanding shares of Common Stock of the Company. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

Section 5.9.    Termination of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders with respect to any shares or securities of the Company or Eagle granted under any other agreement, including, but not limited to, the Original Registration Rights Agreement, any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force and effect.

Section 5.10.    Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement, the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Section 5.11.    Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Article IV shall survive any termination.

Section 5.12.    Interpretative Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires:

(a)    the meanings of defined terms are applicable to the singular as well as the plural forms of such terms;

(b)    the words “hereof” and “herein” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c)    references in this Agreement to any law shall be deemed also to refer to such law, and all rules and regulations promulgated thereunder;

(d)    pronouns of any gender or neuter or, as appropriate, the other pronoun forms;

(e)    whenever the words “include,” “includes” or “including” are used in this Agreement, they shall mean “without limitation”; and

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(f)    titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

Section 5.13.    Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holder may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

Section 5.14.    Governing Law. THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.

Section 5.15.    Jurisdiction; Waiver of Trial by Jury.

(a)    Any action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the action shall be heard and determined only in any such court, and agrees not to bring any action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 5.15(a).

(b)    EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Section 5.16.    Distributions and Transfers. In the event that, pursuant to (i) a dissolution of the Sponsor or (ii) transfer (or series of transfers) permitted by the terms of the Letter Agreement, the Sponsor distributes or transfers all of its Registrable Securities, the Persons holding such Registrable Securities shall collectively be treated as the Sponsor hereunder in addition to each being treated individually as a Holder hereunder; provided, that such Persons shall not be entitled to rights in excess of those conferred on the Sponsor, as if the Sponsor remained a single entity party to this Agreement; provided, further, that only the Person (or such Person’s designee) holding a majority-in-interest of such Registrable Securities is entitled to take any action hereunder that the Sponsor is entitled to take.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

COMPANY:

TLG ACQUISITION ONE CORP.

By:

Name:

Title:

[Signature Page to Amended and Restated Registration Rights Agreement]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

STOCKHOLDER:

By:

Name:

Title:

[Signature Page to Amended and Restated Registration Rights Agreement]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

STOCKHOLDER:

RBC CAPITAL MARKETS, LLC

By:

Name:

Title:

[Signature Page to Amended and Restated Registration Rights Agreement]

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EX-10.6

Exhibit 10.6

Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2022, between Electriq Power, Inc., a Delaware corporation (the “Company”), and John Michael Lawrie, including his successors and assigns (the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1    Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

“Action” means any judicial or administrative action, suit, litigation, arbitration, or proceeding, or any inquiry, audit, demand, examination, hearing, claim, charge, complaint or investigation (in each case, whether civil, criminal or administrative and whether public or private), at law or in equity, pending or brought by or before any Governmental Authority or arbitrator.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. The term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise, and the terms “controlled” and “control” have meanings correlative thereto.

“Anti-Corruption Laws” means the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UN Convention against Corruption, the United States Foreign Corrupt Practices Act of 1977, the United States Currency and Foreign Transactions Reporting Act of 1970, as amended, the UK Bribery Act of 2010, and any other Legal Requirement in any jurisdiction in which the Company or its Subsidiaries conducts business or provides or offers goods or services which (a) prohibits the conferring of any gift, payment or other benefit on any Person or any officer, employee, agent, or advisor of such Person and/or (b) is broadly equivalent to any of the foregoing or was intended to enact the provisions of any of the foregoing, or which has as its objective the prevention of corruption.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

“Business Systems” means all Software (including Company Services and Company Source Code), computer hardware (whether general or special purpose), electronic data processing information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes that are owned or controlled by the Company or any Subsidiary in the conduct of its business.

“CARES Act” means the Coronavirus Aid, Relief and Economic Security Act, as amended.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1. In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified. The “Initial Closing” shall be the first closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing Date” means the Business Day on which all of the Transaction Documents required to be delivered at such Closing have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the applicable Subscription Amount and (ii) the Company’s obligations to deliver the applicable Securities, in each case, have been satisfied or waived. For avoidance of doubt, there may be more than one Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Capital Stock” means the Company Common Stock and Company Preferred Stock.

“Company Common Stock” means the Common Stock of the Company, $0.0001 par value per share.

“Company Equity Plan” means the Company 2015 Equity Incentive Plan.

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“Company Intellectual Property Rights” means the Intellectual Property Rights owned or purported to be owned by the Company and/or its Subsidiaries.

“Company Material Adverse Effect” means any change, event, occurrence or effect, individually or when aggregated with other changes, events, occurrences or effects, that has had or would reasonably be expected to have a material adverse effect on (a) the condition (financial or otherwise), assets, liabilities, business, or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company and its Subsidiaries to timely perform any of its or their respective covenants or obligations under this Agreement or any other Transaction Documents or to consummate the Transactions; provided that, in the case of clause (a) only, no change, event, occurrence or effect to the extent resulting from or arising out of any of the following shall be deemed to constitute a Company Material Adverse Effect or be taken into account in determining whether there has been a Company Material Adverse Effect: (i) changes in general U.S. or global economic or political conditions, including changes in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, or changes that generally affect the industries in which the Company or any of its Subsidiaries principally operate, (ii) changes in applicable Legal Requirements, U.S. GAAP, or authoritative interpretations of any of the foregoing, (iii) acts of war, sabotage, terrorism, natural or man-made disasters, epidemics, pandemics (including COVID-19), or acts of God, (iv) changes attributable to the public announcement of the Transactions, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees (provided that the exception in this clause (iv) shall not apply to the representations and warranties set forth in Section 3.5 to the extent that its purpose is to address the consequences resulting from the public announcement of the Transactions), (v) Public Health Measures, (vi) any failure, in and of itself, to meet any projections after the date hereof (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition) or (vii) any action expressly required to be taken or expressly required to be omitted to be taken pursuant to this Agreement; provided, however, in the case of clauses (i) through (iii) and (v), such change, event, occurrence or effect may be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, to the extent such change, event, occurrence or effect has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the business and industries in which they operate.

“Company Preferred Stock” means the Company Seed Preferred Stock, Company Seed-1 Preferred Stock and Company Seed-2 Preferred Stock.

“Company Seed Preferred Stock” means the Seed Preferred of the Company, par value $0.0001 per share.

“Company Seed-1 Preferred Stock” means the Seed-1 Preferred of the Company, par value $0.0001 per share.

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“Company Seed-2 Preferred Stock” means the Seed-2 Preferred of the Company, par value $0.0001 per share.

“Company Services” means the technology, platform, products or services that as of the date of this Agreement are marketed, licensed, sold, under development, supported or distributed by the Company or any of its Subsidiaries.

“Company Source Code” means the source code or algorithms for any Software owned or purposed to be owned by the Company or any Subsidiary.

“Company Stock Option” means an option exercisable for shares of Company Common Stock then outstanding under the Company Equity Plan.

“Conversion Shares” shall have the meaning ascribed to such term in a Note.

“Company’s Knowledge” and similar formulations mean that one or more of Frank Magnotti, Jim Van Hoof, Petrina Thomson, Jan Klube, Jeff Besen, Francis Evans, Pravin Bhagat, Troy Anatra and Ozlem Fonda has actual knowledge of the fact or other matter at issue, assuming reasonable due inquiry and investigation consistent with their respective job duties and functions.

“Consents” means any notice, authorization, qualification, registration, filing, notification, waiver, order, consent or approval to be obtained from, filed with or delivered to a Governmental Authority or other Person.

“Contractual Obligation” or “Contracts” means, with respect to any Person, any legally binding contract, agreement, lease, sublease, license, sublicense or other commitment, understanding or arrangement, whether written or oral.

“COVID-19” means SARS-CoV-2, coronavirus or COVID-19, and mutations, variations or evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Response Law” means the 2021 Consolidated Appropriations Act, the CARES Act, the FFCRA, the presidential Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, as issued on August 8, 2020, and any other similar U.S. federal, state, local, or non-U.S. law, or administrative guidance that addresses the COVID-19 pandemic and associated economic downturn.

“Customers” means all Persons to which the Company or any Subsidiary provides the Company Services.

“Economic Sanctions Laws” means any economic or financial sanctions administered by OFAC, the United States State Department, the United States Department of the Treasury, the United Nations, or any other national, international or multinational economic sanctions authority of the jurisdictions where the Company or any of its Subsidiaries conducts business or provides or offers goods or services.

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“Employee Plan” means any plan, program, policy, or arrangement that (a) is an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (whether or not subject to ERISA), (b) provides equity or equity-based compensation, including any options to acquire units, profits interest, restricted units, equity appreciation rights and phantom stock or (c) any other material deferred-compensation, employment, pension, retirement, severance, change in control, retention, stock purchase, welfare-benefit, death, disability, medical, bonus, incentive or fringe-benefit plan or arrangement (in each case, other than any plan, program or arrangement mandated by applicable Legal Requirements).

“Environmental Laws” means any Legal Requirement relating to (a) releases of Hazardous Substances, (b) pollution, protection, or restoration of the environment or natural resources, (c) the handling, transport, use, treatment, storage or disposal of Hazardous Substances, or (d) human exposure to Hazardous Substances, and includes, but is not limited to, United States federal statutes known as the Clean Air Act, Clean Water Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right-to-Know Act, Endangered Species Act, Hazardous Materials Transportation Act, Migratory Bird Treaty Act, National Environmental Policy Act, Occupational Safety and Health Act (as it relates to human exposure to Hazardous Substances), Oil Pollution Act of 1990, Resource Conservation and Recovery Act, Safe Drinking Water Act, Toxic Substances Control Act, or any similar law in any jurisdiction in which the Company conducts business or provides or offers goods or services.

“ERISA Affiliate” means any entity that could be treated as a single employer with the Company or any of its Subsidiaries under Section 414(b) or (c) of the Code or, to the extent relevant under and for purposes of applicable Code provisions, Section 414(m) or (o) of the Code.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Export Control Laws” means all U.S. import and export laws (including those laws under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120-130; and Treasury (Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599), United States Executive Order 13224, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, and all comparable applicable laws outside the United States.

“FFCRA” means the Families First Coronavirus Response Act, Pub L. No. 116-127 (116^th Cong.) (Mar. 18, 2020), as amended.

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“Governmental Authority” means any (i) government of any nation, state, city, locality, municipality or other political subdivision thereof, (ii) governmental or quasi-governmental entity of any nature (including any governmental agency or entity and any court or other tribunal) or (iii) any entity exercising or entitled to exercise any executive, legislative, judicial, police, taxing, regulatory or administrative functions of or pertaining to government, including any arbitral tribunal (public or private) or commission.

“Hazardous Substance” means (a) those substances defined in or regulated as hazardous or toxic substances, materials, or wastes under any Environmental Law, (b) petroleum and petroleum products or by-products, including crude oil and any fractions thereof, (c) natural gas, synthetic gas, and any mixtures thereof, (d) friable asbestos-containing material, polychlorinated biphenyls, radioactive materials, radon, (e) any other substance regulated as a pollutant or contaminant under Environmental Law, or (f) any biological or chemical substance, material or waste regulated or classified as toxic, hazardous, or radioactive by any Governmental Authority in any jurisdiction in which the Company conducts business or provides or offers goods or services.

“Information Privacy and Security Laws” means all applicable Legal Requirements and guidelines from Governmental Authorities relating to the Company or any of its Subsidiaries’ Processing of Personal Confidential Information, including the privacy, data protection and data security of Personal Confidential Information, sending solicited or unsolicited electronic mail and text messages, cookies, and the transfer of Personal Confidential Information, as applicable in all relevant jurisdictions where the Company and its Subsidiaries conduct business, including, to the extent applicable, (i) the European General Data Protection Regulation of April 27, 2016 (Regulation (EU) 2016/679) (GDPR) and/or any implementing or equivalent national Laws, (ii) the UK General Data Protection Regulation (UK GDPR), (iii) the Swiss Federal Act on Data Protection, and (iv) U.S. federal and state Legal Requirements, in particular, the California Consumer Privacy Act of 2018 and its regulations, the New York SHIELD Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Children’s Online Privacy Protection Act, the Payment Card Industry Data Security Standards, binding guidance of each Governmental Authority having the effect of law as pertains to such Legal Requirements, and other local, state, federal, and foreign data security laws, data breach notification laws, and consumer protection laws.

“Initial Subscription Amount” means an amount equal to the lesser of (i) $8,500,000 and (ii) the amount funded under the White Oak Working Capital Facility as of the Initial Closing; provided that if the amount funded under the White Oak Working Facility is $8,500,000, then it shall be $8,500,000.

“Intellectual Property Rights” means any and all statutory and/or common law rights throughout the world in, arising out of, or associated with any of the following: (a) all United States and foreign patents and utility models and applications therefor (including provisional applications) and all reissues, divisions, renewals, reexaminations, extensions, provisionals, substitutions, continuations, continuations in part and equivalents thereof; (b)

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all trade secrets, know-how, technologies, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs, specifications and confidential information; (c) copyrights and all other rights corresponding thereto in any works of authorship (including copyrights in Software), whether published or unpublished; (d) all trademark rights and similar rights in trade names, trade dress, logos, trademarks and service marks and other indicia of origin together with the goodwill associated with any of the foregoing; (e) all rights in databases and data collections (including knowledge databases, customer lists and customer databases); (f) all rights to uniform resource locators, web site addresses and domain names; (g) any similar, corresponding or equivalent rights to any of the foregoing; (h) any registrations of or applications to register any of the foregoing; and (i) any and all rights created or arising under the laws of any jurisdiction anywhere in the world, whether statutory, common law, or otherwise related to the (a) – (h) above, including the right to bring suit, pursue past, current and future violations, infringements, or misappropriations, and collections.

“Indebtedness” means (a) any liabilities for borrowed money or amounts owed in excess of $250,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (c) the Shareholder Notes and (d) the present value of any lease payments in excess of $250,000 due under leases required to be capitalized in accordance with GAAP.

“Intercreditor Agreement” means the Intercreditor Agreement substantially in the form attached hereto as Exhibit B.

“Legal Requirement” or “Law” means any federal, state or local, foreign, national or supranational or other law, act, statute, treaty, constitution, principle of common law, resolution, standard, ordinance, decree, permit, authorization, code, rule or regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Authority having jurisdiction over a given matter, as well as any Order.

“Liability” or “liability” means any liability, debt, obligation, deficiency, interest, Tax, penalty, fine, demand, judgment, claim, cause of action or other loss, cost or expense of any kind or nature whatsoever, whether asserted or unasserted, whether or not contingent, known or unknown, accrued or unaccrued, liquidated or unliquidated, and whether due or become due and regardless of when asserted.

“Licensed Intellectual Property Rights” means the Intellectual Property Rights owned by third parties that are licensed to the Company or its Subsidiaries pursuant to a Contract to which Company or its Subsidiary is a party.

“Lien” means any mortgage, pledge, lien, security interest, encumbrance, financing statement, license or sub-license, attachment, charge, trust, option, warrant, purchase right,

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preemptive right, right of first offer or refusal, easement, servitude, restriction (whether voting, transfer or otherwise), encroachment or other similar lien (other than, in the case of a security, any restriction on the transfer of such security arising solely under Legal Requirements).

“Notes” means one or more Secured Convertible Notes due, subject to the terms therein, issued by the Company to the Purchaser hereunder, in the form of Exhibit A annexed hereto.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Open Source Materials” means Software or other material that is distributed under a license identified as an open source license by the Open Source Initiative (www.opensource.org) or Software distributed as “free software,” or under similar licensing or distribution terms (including the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL) the Sun Industry Standards License (SISL) and the Apache License).

“Order” means any outstanding writ, order, judgment, injunction, settlement, decision, determination, award, ruling, subpoena, verdict or decree entered, issued, made, or rendered by any Governmental Authority.

“Ordinary course of business,” “ordinary course,” “ordinary course of business consistent with past practice,” and similar phrases, when referring to the Company or its Subsidiaries, means actions taken by the Company or a Subsidiary that are consistent with the past usual day-to-day customs and practices of such entity in the ordinary course of operations of the business.

“PCAOB Auditor” means an independent public accounting firm qualified to practice before the Public Company Accounting Oversight Board.

“Permits” means, with respect to any Person, any approval, waiver, consent, clearance, registration, certificate, license, permit or other similar authorization issued by, or otherwise granted by, any Governmental Authority to which or by which such Person is subject or bound.

“Permitted Lien” means (a) statutory liens for current Taxes, special assessments or other governmental or quasi-governmental charges not yet due and payable or the amount or validity of which is being contested in good faith in appropriate proceedings for which sufficient reserves have been established in accordance with U.S. GAAP, (b) mechanics’, materialmen’s, carriers’, workers’, warehousemens’, repairers’ and similar statutory liens arising or incurred in the ordinary course of business that are not yet due and payable or are being contested in good faith by appropriate proceedings and for which

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sufficient reserves have been established in accordance with GAAP, (c) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities, none of which, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected land or building by the Company, (d) liens incurred or deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension programs mandated under applicable Legal Requirements or other social security regulations, (e) purchase money security interests and other vendor security for the unpaid purchase of goods and Liens securing rental payments under capital lease arrangements that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (f) non-exclusive licenses in Intellectual Property Rights granted in the ordinary course of business in connection with the Company Services, and (g) Liens on tangible assets that do not, individually or in the aggregate, materially and adversely affect, or materially disrupt the ordinary course of business of the Company and its Subsidiaries, taken as a whole.

“Person” means any individual or any corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind.

“Personal Confidential Information” means any data or information, in any form, relating to an identified or identifiable natural person or that could reasonably be used to identify, contact, or locate a natural person, device, or household, and shall also mean “personal information,” “personal identifiable information,” “personal data,” “personal health information,” and “personal financial information,” or any functional equivalent of these terms as defined under any Information Privacy and Security Laws.

“Process” or “Processing” means, with respect to Personal Confidential Information, the use, collection, processing, storage, or disclosure of such Personal Confidential Information.

“Public Health Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, decree, judgment, injunction or other Legal Requirement, directive, guideline or recommendation by any Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group in connection with or in response to COVID-19 or any other epidemic, pandemic or outbreak of disease or in connection therewith or in response to any other public health conditions.

“Reasonably Acceptable” means (a) in respect of the White Oak Working Capital Facility Documents, that the White Oak Working Capital Facility Documents shall be in customary form and substance for facilities of the same type as the White Oak Working Capital Facility (including, without limitation, in respect of financial covenants and levels thereof, events of default, negative and affirmative covenants and determinations of availability thereunder); the White Oak Working Capital Facility Documents will be deemed to not be Reasonably Acceptable if: (i) any financial terms (including interest rate, fees, make-whole provisions, expense reimbursement, or other pricing terms) are modified

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in an adverse manner to the Company (other than de minimus increases thereto) from the corresponding term in the letter agreement dated September 13, 2022 from White Oak to the Company (the “White Oak Term Sheet”), unless otherwise consented to by the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); (ii) the tenor is extended beyond 24 months from the date of initial funding of the loans thereunder; or (iii) such White Oak Working Capital Facility Documents do not permit the Notes to be secured by the same collateral and guaranteed by the same guarantors as the collateral and guarantees in respect of the White Oak Working Capital Facility, subject to the Intercreditor Agreement and (b) in respect of the Revised Debt Instrument to be issued to O’Shanter Development Company Ltd., that the Revised Debt Instrument shall be in customary form and substance for facilities of the same type as an unsecured convertible promissory note in a private company (including, without limitation, in respect of financial covenants and levels thereof, events of default, negative and affirmative covenants and determinations of availability thereunder); the Revised Debt Instrument will be deemed to not be Reasonably Acceptable if: (i) it is secured by any collateral or guaranteed in any way; (ii) has a term shorter than 24 months, (iii) bears interest at a rate of greater than 6%, (iv) converts at a discount greater than 20% upon a conversion event, or (iv) has any rights or obligations that are different from the Notes other than such rights or obligations that (I) are immaterial individually and in the aggregate, (II) relate to the amount of the conversion discount, or (iii) are not adverse to the Company.

“Representative” means, with respect to any Person, such Person’s Affiliates and its and such Affiliates’ respective directors, officers, employees, members, owners, agents, managers, consultants, accountants, advisors and other representative of such Person, including legal counsel, accountants and financial advisors.

“Revised Debt Instrument” will have the meaning ascribed to it in that certain letter agreement by and between the Company and O’Shanter Development Company Ltd.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“SEC” means the U.S. Securities Exchange Commission.

“Securities” means the Notes and the Conversion Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Agreement” means the Security Agreement to be delivered at the Initial Closing and dated as of the date of the Initial Closing, among the Company, the Subsidiaries, and the Purchaser, as may be amended and/or supplemented, from time to time, together with all exhibits, schedules and annexes to such Security Agreement, pursuant to which the Obligations (as defined in the Security Agreement) of the Company and the Subsidiaries to the Purchaser under the Transaction Documents are secured by

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substantially all assets of the Company and Subsidiaries (including, without limitation, the collateral and intellectual property), which security interests in the collateral shall be perfected by UCC-1 Financing Statements (the “UCC-1 Financing Statements”), filed with the Secretary of State of the State of Delaware, and the Secretary of State of any other applicable jurisdiction, to the extent perfectible by the filing of a UCC-1 Financing Statements, which Security Agreement shall be in the same form as the security agreement or other similar agreement under the White Oak Working Capital Facility Documents; provided, however, that the security interest granted by the Company to the Purchaser shall (a) be in the same assets of the Company as provided as collateral by the Company to secure the White Oak Working Capital Facility and (b) be subordinated to the security interest granted by the Company to White Oak, in connection with the White Oak Working Capital Facility pursuant to the Intercreditor Agreement.

“Shareholder Notes” means the promissory notes issued to certain shareholders of the Company, which are set forth on Schedule 3.31.

“Software” means all computer software (in object code or source code format), data and databases, and related documentation and materials.

“Subordination Agreement” means the Subordination Agreement substantially in the form attached hereto as Exhibit C, subject to such changes as may be reasonably requested by White Oak so long as any such change does not result in (i) terms that are less favorable to Purchaser than to White Oak or (ii) White Oak having more favorable terms, without Purchaser also receiving such more favorable terms.

“Subscription Amount” means, as applicable, the Initial Subscription Amount or a Subsequent Subscription Amount.

“Subsequent Subscription Amount” if applicable, means one or more subscription amounts equal to any funding under the White Oak Working Capital Facility after the Initial Closing; provided that (i) the aggregate amount of all Subsequent Subscription Amounts plus the Initial Subscription Amount shall not exceed $8,500,000 in any event and (ii) a Subsequent Subscription Amount shall not be less than $1,000,000 without the written consent of the Company and the Purchaser, unless, at the time of the payment of an Subsequent Subscription Amount there is less than $1,000,000 remaining to reach an aggregate Subscription Amount of $8,500,000, in which case the payment of such Subsequent Subscription Amount equal to such remainder shall not require the written consent of the Company and the Purchaser.

“Subsidiary” means, with respect to any specified Person, any other Person of which such specified Person, directly or indirectly through one or more Subsidiaries, (a) owns at least 50% of the outstanding equity interests entitled to vote generally in the election of the board of directors or similar governing body of such other Person or (b) has the power to generally direct the business and policies of that other Person, whether by contract or as a general partner, managing member, manager, joint venturer, agent or otherwise.

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“Tax” or “Taxes” means (i) any and all federal, provincial, state, local or foreign income, gross receipts, payroll, employment, tariffs, customs duty, excise, severance, stamp, occupation, premium, windfall profits, capital stock, franchise, profits, withholding, deduction at source, social security (or similar, including FICA), unemployment, employment insurance, disability, real property, personal property, sales, use, transfer, registration, goods and services, value added, capital, alternative or add-on minimum, estimated, amounts due under any escheat or unclaimed property Law, or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether or not disputed, and including any amounts resulting from the failure to file any Tax Return; (ii) any liability for payment of amounts described in clause (i), whether as a result of transferee or successor liability, of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of Law; and (iii) any liability for the payment of amounts described in clauses (i) or (ii) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied Contract.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, filed or required to be filed with any Governmental Authority (or required to be provided to a payee), including any schedule or attachment thereto, and including any amendment thereof.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Company Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“Transaction Documents” means this Agreement, the Notes, the Security Agreement, the Intercreditor Agreement, the Subordination Agreement, all collateral and guarantee documents required under the Intercreditor Agreement to be delivered in favor of the Purchaser, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transactions” means the transactions contemplated by the Transaction Documents.

“Treasury Regulations” means the United States Treasury Regulations promulgated under the Code.

“U.S. GAAP” means generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time.

“White Oak” means White Oak Global Advisors, LLC.

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“White Oak Working Capital Facility” means a working capital facility in an amount no less than $21,500,000 entered into by the Company with White Oak and, to the extent applicable, any refinancing of such working capital facility.

“White Oak Working Capital Facility Documents” means the documents entered into between White Oak and the Company and/or any Subsidiaries of the Company pursuant to which White Oak provides the White Oak Working Capital Facility, and includes all guarantees, security documents, promissory notes and other documents in connection with the same.

ARTICLE II.

PURCHASE AND SALE

2.1    Closing. At the Initial Closing, upon the terms and subject to the conditions set forth herein, which is expected to be on or around December 30, 2022, the Company agrees to sell, and the Purchaser agrees to purchase a Note in the principal amount of the Initial Subscription Amount. If the Initial Subscription Amount is less than $8,500,000, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase upon 5 Business Days’ advance written notice a Note in the principal amount of a Subsequent Subscription Amount. On the Closing Date, the Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the Subscription Amount, the Company shall deliver to the Purchaser a Note and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place by facsimile (or other electronic transmission) with exchange of original signatures to follow by mail if requested on such other date or at such other time as the parties may agree. Notwithstanding anything else herein, the Initial Closing shall not occur prior to December 30, 2022 without the express written consent of both the Company and the Purchaser.

2.2    Deliveries.

(a)    On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i)     this Agreement duly executed by the Company;

(ii)    a Note with a principal amount equal to the Subscription Amount, registered in the name of the Purchaser;

(iii)    the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(iv)    a certificate, in the form acceptable to the Purchaser and its counsel, executed by the secretary of the Company dated as of the Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors relating to the transactions contemplated by this Agreement in a form acceptable to the Purchaser,

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(ii) the resolutions as adopted by the Company’s stockholders relating to the transactions contemplated by this Agreement in a form acceptable to the Purchaser, (iii) Certificate of Incorporation or other similar organizational document of the Company, and (iv) the Bylaws or other similar organizational document of the Company, each as in effect at the Closing;

(v)    a certificate, in the form acceptable to the Purchaser and its counsel, executed by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date, certifying (I) the amount of funding the Company has received under the White Oak Working Capital Facility and (II) that the White Oak Working Capital Facility is in effect at the Closing;

(vi)    the Security Agreement, duly executed by the Company and its Subsidiaries;

(vii)    the Intercreditor Agreement, duly executed by White Oak and the Company;

(viii)    the Subordination Agreement, duly executed by the Company, the holders of the Shareholder Notes (to the extent any such Shareholder Notes will remain outstanding at Closing) and White Oak;

(ix)    the UCC-1 Financing Statements with proof of filing thereof with the Secretary of State of the State of Delaware, Secretary of State of the State of California and the Secretary of State of any other applicable jurisdiction and an appropriate UCC-1 for any guarantor or collateral grantor required under the Intercreditor Agreement; and

(x)     the White Oak Working Capital Facility Documents, which shall be in form and substance Reasonably Acceptable to the Purchaser, executed by White Oak and the Company and any other Person required to sign the same.

(b)    On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, the following:

(i)     this Agreement duly executed by the Purchaser;

(ii)     the Intercreditor Agreement duly executed by the Purchaser;

(iii)     the Subordination Agreement duly executed by the Purchaser;

(iv)     the Security Agreement duly executed by the Purchaser; and

(v)    the Subscription Amount by wire transfer to the account specified in writing by the Company.

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2.3    Closing Conditions.

(a)    The obligations of the Company hereunder in connection with the Closing are subject to (i) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement and (ii) the Subscription Amount shall be no less than $1,000,000, unless, at the time of the delivery of such Subscription Amount, there is less than $1,000,000 in aggregate Subscription Amounts remaining to reach $8,500,000 in aggregate Subscription Amount.

(b)     The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i)    the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement

(ii)    the delivery of the financial statements described in Section 3.8(a) of this Agreement;

(iii)    there shall have been no Event of Default under any of the Transaction Documents since the date hereof;

(iv)    the Subscription Amount shall be no less than $1,000,000, unless, at the time of the delivery of such Subscription Amount, there is less than $1,000,000 in aggregate Subscription Amounts remaining to reach $8,500,000 in aggregate Subscription Amount;

(v)    the Shareholder Note issued to O’Shanter Development Company Ltd. shall have been converted into the Revised Debt Instrument, which shall be in form and substance Reasonably Acceptable to the Purchaser; and

(vi)    the Company shall have entered into and received funding under the White Oak Working Capital Facility.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to the exceptions set forth in Schedule 3 attached hereto (the “Company Schedule”), but subject to Section 6.20, the Company hereby represents and warrants to the Purchaser as follows:

3.1    Organization and Qualification.

(a)    The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority necessary to own, lease, and operate the properties it purports to own, operate, or lease and to carry on its business as it is now being conducted.

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(b)    The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure thereof would not have or be reasonably expected to have a Company Material Adverse Effect. Each jurisdiction in which the Company is so qualified or licensed is listed in Schedule 3.1.

(c)    The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders of or from any Governmental Authority (“Approvals”) necessary to own, lease, and operate the properties it purports to own, operate, or lease and to carry on its business as it is now being conducted, except where the failure to possess any such Approval (or the equivalent thereof) would not have or be reasonably expected to have a Company Material Adverse Effect. Complete and correct copies of the certificate of incorporation and bylaws (or other comparable governing instruments with different names) (collectively referred to herein as “Charter Documents”) of the Company, as amended and currently in effect, are in full force and effect and have been made available to the Purchaser or the Purchaser’s counsel and the Company is not in breach or violation of any provision set forth in the Charter Documents.

3.2    Subsidiaries.

(a)    The Company has no direct or indirect Subsidiaries other than those listed in Schedule 3.2(a). Except as set forth in Schedule 3.2(a), the Company owns all of the outstanding equity securities of the Subsidiaries, free and clear of all Liens other than Permitted Liens, either directly or indirectly through one or more other Subsidiaries and as set forth in Schedule 3.2(a) opposite the name of each Subsidiary of the Company. Except with respect to the Subsidiaries, the Company does not own, directly or indirectly, any equity or voting interest in any Person and does not have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written or oral agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect, under which it may become obligated to make any future investment in or capital contribution to any other entity.

(b)    Each Subsidiary is duly incorporated, organized or formed, as applicable, validly existing and in good standing under the laws of its jurisdiction of organization or formation (as listed in Schedule 3.2(b)). Each Subsidiary is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be duly qualified or licensed (or the equivalent thereof) would not have, or be reasonably expected to have, a Company Material Adverse Effect. Each jurisdiction in which a Subsidiary is so qualified or licensed is listed in Schedule 3.2(b). Each Subsidiary is in possession of all Approvals necessary to own, lease, and operate the properties it purports to own, lease, or operate and to carry on its business as it is now being conducted, except where the failure to possess any such Approval (or the equivalent thereof) would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Complete and correct copies of the Charter Documents of each Subsidiary, as amended and currently in effect, have been made available to the Purchaser or the Purchaser’s counsel.

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3.3    Power and Authorization. The Company has all requisite power and authority and has taken all action necessary in order to enter into and deliver and perform its obligations under this Agreement and each Transaction Document to which the Company is (or with respect to Transaction Document to be entered into after the date of this Agreement, will be) a party and to consummate the Transactions. The execution and delivery of this Agreement and each Transaction Document by the Company has been (or with respect to Transaction Documents to be entered into after the date of this Agreement, will be) duly authorized by all necessary corporate and shareholder (or other similar) action on the part of the Company. This Agreement and each Transaction Document to which the Company is (or with respect to Transaction Documents to be entered into after the date of this Agreement, will be) a party (a) has been (or, in the case of Transaction Documents to be entered into after the date of this Agreement, will be when executed and delivered) duly and validly executed and delivered by the Company and (b) is (or, in the case of Transaction Documents to be entered into after the date of this Agreement, will be when executed and delivered) enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

3.4    Authorization of Governmental Authorities. Except for those Consents (if any) as will have been obtained or made at or prior to Closing that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, in each case which are set forth in Schedule 3.4, no action by (including any authorization, Consent or approval of), or in respect of, or filing, report, notice, registration, Permit, clearance, expiration or termination of waiting periods with, any Governmental Authority is required by or on behalf of the Company for, or in connection with, (i) the valid and lawful authorization, execution, delivery and performance by the Company of this Agreement or any Transaction Documents to which it is (or with respect to Transaction Documents to be entered into after the date of this Agreement, will be) a party, or (ii) the consummation of the Transactions by the Company.

3.5    Non-contravention. Neither the authorization, execution, delivery, or performance by the Company of this Agreement or any Transaction Documents to which the Company is (or with respect to Transaction Documents to be entered into after the date of this Agreement, will be) a party, nor the consummation of the Transactions, will, directly or indirectly (with or without due notice or lapse of time or both):

(a)    subject to compliance with the requirements specified in Section 3.4, result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Order or Legal Requirement that would be, or reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole;

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(b)    except as set forth in Schedule 3.5(b), result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of or loss of benefits or give rise to any right of termination, cancellation, amendment, modification, suspension or revocation, or accelerate the performance required by, or require any action by (including any authorization, consent or approval) or notice to, or increase any payment to, any Person under, any of the terms, conditions or provisions of (i) any Disclosed Contract, or any Permits of the Company or its Subsidiaries, in each case that is material to the Company and its Subsidiaries, taken as a whole or (ii) the Charter Documents of the Company and its Subsidiaries; or

(c)    result in the creation or imposition of any material Lien on any material asset of the Company other than Permitted Liens, Liens under applicable securities laws, or Liens created by the Purchaser.

3.6    Compliance. Except as set forth in Schedule 3.6, since January 1, 2020, the Company and each of its Subsidiaries has complied, in all material respects, with all, and is in compliance in all material respects with all, and is not in material violation of any, Legal Requirements with respect to the conduct of its business, assets, properties or the ownership or operation of its business. Except as set forth in Schedule 3.6, since January 1, 2020, no written notice or communication of material actual, potential or alleged non-compliance with any Legal Requirement has been received by the Company or any Subsidiary, and, to the Company’s Knowledge, as of the date hereof no such notice or communication has been delivered to any other Person.

3.7    Capitalization.

(a)    Schedule 3.7(a) sets forth, as of the date of this Agreement, (i) the authorized capital stock of the Company, (ii) each holder of capital stock of the Company and the number and class or series (as applicable) of shares of capital stock beneficially held by each such Person, (iii) each Company Stock Option, including (1) the date of grant, (2) the exercise price (where applicable), (3) any applicable vesting schedule and expiration date, and (4) whether each Company Stock Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code, and (iv) each other purchase right, conversion right, exchange right, or other Contractual Obligation exercisable for, exchangeable for, or convertible into capital stock of the Company and the holders thereof (including the date of grant, the exercise price and the eligibility to convert or early exercise (where applicable) and any applicable vesting schedule and expiration date). All of the foregoing issued and outstanding equity interests of the Company (A) have been duly authorized and are validly issued, fully paid and non-assessable, (B) have been offered, sold and issued in compliance in all material respects with applicable Legal Requirements, including federal and state securities laws, all requirements set forth in the Company’s Charter Documents and in accordance in all material respects with any other applicable Contractual Obligation governing the issuance of such securities, and (C) are not subject to any purchase option, call option, right of first refusal or first offer, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Company’s Charter Documents or any Contractual Obligation to which the Company or any of its Subsidiaries are a party or otherwise bound or, to the Company’s Knowledge, any other

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Contract and (D) to the Company’s Knowledge, are free and clear of all Liens (other than transfer restrictions under applicable securities Laws). The Company has no issued or outstanding equity interests other than the equity interests that are set forth on Schedule 3.7(a), and the Company does not hold any equity interests in its treasury.

(b)    Except as set forth on Schedule 3.7(b) (or, with respect to the Company Stock Options, as set forth on Schedule 3.7(a)), as of the date of this Agreement, neither the Company nor its Subsidiaries have granted any preemptive rights or other similar rights in respect of any capital stock, or any options, restricted stock, warrants, conversion rights, equity appreciation rights, redemption rights, repurchase rights, subscription rights, phantom units, profit participation rights, call rights, put rights, or other securities or Contractual Obligations that could require the Company or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any securities convertible into or exercisable or exchangeable for capital stock of the Company or any of its Subsidiaries, or any board nomination or observer rights. Except for the Transactions and as set forth on Schedule 3.7(b) (or, with respect to the Company Stock Options, as set forth on Schedule 3.7(a)), as of the date of this Agreement, there is no Contractual Obligation to which the Company or any of its Subsidiaries are party, or provision in the Charter Documents of the Company or any of its Subsidiaries, which obligates the Company or any of its Subsidiaries to acquire, repurchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, or issue or sell any other equity interest in respect of, any outstanding equity interest in the Company or any of its Subsidiaries. Except as otherwise expressly contemplated in any Transaction Document, there is no voting trust, proxy, rights plan, anti-takeover plan, or other Contractual Obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to any equity interests of the Company or any of its Subsidiaries.

(c)    Except as set forth on Schedule 3.7(c), as of the date of this Agreement, neither the Company nor its Subsidiaries have any outstanding bonds, debentures, notes, or other obligations in which the holders have the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the holders of shares of Company Capital Stock on any matter.

(d)    Other than any restricted shares of Company Common Stock and unvested Company Stock Options as set forth in Schedule 3.7(a), no outstanding equity interests of the Company are unvested or subjected to a repurchase option, risk of forfeiture, or other similar Contractual Obligation to which the Company is a party or is bound.

(e)    Except as set forth on Schedule 3.7(e), (i) each outstanding Company Stock Option has an exercise price that has been determined by the Company’s Board of Directors in good faith, based on an independent valuation, to be at least equal to the fair market value of a share of Company Common Stock as of the date of the corporate action authorizing the grant, and (ii) all Company Stock Options have been issued in compliance, in all material respects, with the applicable equity plan of the Company and all applicable Laws and properly accounted for in all material respects in accordance with the U.S. GAAP.

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3.8    Financial Matters.

(a)    Financial Statements. The Purchaser has been furnished with (or prior to the Closing Date will be furnished with) the Company’s consolidated financial statements as set forth in Schedule 3.8(a) hereto (the “Financial Statements”), which (i) comprise (A) the audited consolidated balance sheets as of December 31, 2020 and December 31, 2021, the audited consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2020 and December 31, 2021 and the condensed notes thereto and accompanied by an unqualified report of the PCAOB Auditor, and (B) the unaudited consolidated balance sheets as of June 30, 2022 (the “Most Recent Balance Sheet” and the date thereof, the “Most Recent Balance Sheet Date”), and the unaudited consolidated statements of operations, stockholders’ equity and cash flows for the three-month period ended June 30, 2022, and (ii) comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act, and the Securities Act applicable to a registrant.

(b)    Compliance with U.S. GAAP. The Financial Statements (including any notes thereto) (i) have been prepared from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries, (ii) have been prepared, in all material respects, in accordance with U.S. GAAP consistently applied throughout the periods covered thereby and (iii) fairly present, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries on the dates and for the periods specified therein, all in accordance with U.S. GAAP (subject, in the case of unaudited Financial Statements, to normal audit adjustments that are not expected, individually or in the aggregate, to be material and the absence of notes or inclusion of limited footnotes). Neither the Company nor any of its Subsidiaries is or has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

(c)    Absence of Undisclosed Liabilities. The Company does not have any Liabilities required by U.S. GAAP to be reflected in a balance sheet or disclosed in notes thereto, other than any such Liabilities (i) included in the Most Recent Balance Sheet, (ii) incurred in the ordinary course of business subsequent to the Most Recent Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, misappropriation or violation of Law), (iii) incurred with respect to this Transaction, (iv) listed on Schedule 3.8(c), or (v) incurred outside of the ordinary course of business which would not be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor its Subsidiaries is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(d)    Controls. The Company and its Subsidiaries have established and maintain a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, and (ii) transactions are recorded as necessary to permit preparation of the Financial Statements in conformity with GAAP and to maintain asset accountability. Except as set forth in Schedule 3.8(d), since January 1, 2020, (a) as applicable to the Company, neither the PCAOB Auditor, nor any other independent public accounting firm engaged by the Company, has reported to the Company any “material weaknesses” or “significant deficiencies” in the system of internal

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accounting controls utilized by the Company and its Subsidiaries and (b) the Company and its Subsidiaries have not received any written complaint, allegation, assertion or claim of fraud, whether or not material, that involves management or other employees of the Company and its Subsidiaries who have a significant role in the internal controls over financial reporting of the Company and its Subsidiaries.

(e)    Loans. As of the date of this Agreement, there are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer or director of the Company or any of its Subsidiaries.

3.9    [Reserved].

3.10    Condition and Sufficiency of Assets. The Company or one of its Subsidiaries has good and valid title to, or a valid leasehold interest in, or adequate rights to use, all material tangible assets held for use in the business as currently conducted as of the date hereof (the “Assets”). As of the date hereof, the Assets are free and clear of all Liens, except for Permitted Liens and those Liens listed in Schedule 3.10, and the Assets, taken as a whole, are in good operating condition, subject to normal wear and tear, and are suitable for the purposes for which they are currently used, except where such Lien or condition of an Asset would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. For the avoidance of doubt, the representations in this paragraph do not relate to Intellectual Property Rights, which are covered solely in Section 3.12 below.

3.11    Real Property.

(a)    Neither the Company nor its Subsidiaries owns any real property.

(b)    Schedule 3.11(b) sets forth a complete list of the addresses of all properties leased, subleased or licensed by the Company or any Subsidiary (“Leased Real Property”). Schedule 3.11(b) also identifies, with respect to each parcel of Leased Real Property, each lease, sublease, or other Contractual Obligation under which such Leased Real Property is occupied or used (“Real Property Leases”). There are no options or other contracts under which the Company or any Subsidiary has a right or obligation to acquire or lease any interest in any material Leased Real Property. The Company has made available to the Purchaser accurate and complete copies of the Real Property Leases, in each case as amended or otherwise modified and in effect.

3.12    Intellectual Property.

(a)    Non-Infringement. Except as set forth in Schedule 3.12(a), neither the Company nor any Subsidiary has received any written charge, complaint, claim, demand or notice alleging any infringement, misappropriation, or violation of the Intellectual Property Rights of any third party. To the Company’s Knowledge, neither the operation of the Company’s or any Subsidiary’s business as is currently conducted, nor any of the Company Services offered, marketed, licensed, provided, sold, developed, distributed or otherwise

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exploited by the Company or any Subsidiary, infringes, conflicts with, dilutes, misappropriates, or otherwise violates any Intellectual Property Rights of any other Person. The Company IP Registrations that have been issued or are registered are not the subject of any challenge relating to the validity or enforceability of such Company IP Registrations. Except as set forth on Schedule 3.12(a), to the Company’s Knowledge, no Person is infringing, misappropriating, or otherwise violating any Company Intellectual Property Rights.

(b)    Scheduled Intellectual Property Rights. Schedule 3.12(b) identifies a true and complete list of all issued patents, registered trademarks, registered copyrights and domain name registrations, and all pending applications for any of the foregoing, that are owned by the Company or any Subsidiary (collectively, the “Company IP Registrations”). Schedule 3.12(b) lists for each Company IP Registration (i) the record owner of such item, (ii) the jurisdictions in which such item has been issued or registered or filed, (iii) the issuance, registration or application date, as applicable, for such item, and (iv) the issuance, registration or application number, as applicable, for such item. Each of the Company IP Registrations that is registered or issued is subsisting and, to the Company’s Knowledge, is valid and enforceable and has not been held invalid or unenforceable by any applicable Governmental Authority. As of the date of this Agreement, no issuance or registration obtained has been canceled, abandoned, allowed to lapse or not renewed, except where such Company or Subsidiary has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application.

(c)    Ownership; Sufficiency. The Company or its Subsidiaries own all right, title and interest in and to the Company Intellectual Property Rights, free and clear of all Liens, other than Permitted Liens. The Company Intellectual Property Rights and Licensed Intellectual Property Rights include all Intellectual Property Rights owned by or licensed to the Company and its Subsidiaries and such Company Intellectual Property Rights are sufficient for the operation and conduct of the businesses of the Company and its Subsidiaries as currently being conducted and the exploitation of Company Services. Except as set forth on Schedule 3.12(c), no Company Intellectual Property Rights are subject to any Action, Contractual Obligation, or order of a Governmental Authority (other than contracts entered into in the ordinary course of business granting Intellectual Property Rights to or by the Company or any Subsidiary, or office actions connected with the prosecution of Intellectual Property Rights) that restricts the use, transfer or licensing thereof by the Company or its Subsidiaries in the ordinary course of business consistent with past practices. No royalties, license or other fees are payable by the Company or its Subsidiaries to any Person by reason of the ownership or use of any of the Company Intellectual Property Rights, other than fees payable under standard, non-negotiated end user licenses entered into in the ordinary course for commercially available Software.

(d)    Trade Secrets. The Company and/or one or more of its Subsidiaries, as appropriate, have exercised reasonable discretion consistent with industry norms to protect the secrecy and confidentiality of all material trade secrets used in the businesses of the Company and its Subsidiaries. Neither the Company nor any Subsidiary has disclosed to any Person (including any employees, contractors, and consultants) any such trade secret, except under a confidentiality agreement or other legally binding confidentiality obligation, and, to the Company’s Knowledge, there has not been any material breach by any counterparty to any such

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confidentiality agreement. All Persons who contributed to the conception, creation or development of any Company Intellectual Property Rights have irrevocably assigned to the Company or its Subsidiaries all of their rights and interests therein that do not vest with the Company or its Subsidiaries initially by operation of law, except with respect to Intellectual Property Rights that are not used in (i) the operation or conduct of the businesses of the Company and its Subsidiaries or (ii) any Company Services. No Company Intellectual Property Rights were developed with the use of funds provided by a governmental or educational institution where such governmental or educational institution acquired any rights to such Company Intellectual Property Rights.

(e)    Company Source Code. Neither the Company nor any Subsidiary has disclosed, delivered or licensed to any Person, agreed or obligated itself to disclose, deliver or license to any Person, or authorized the disclosure or delivery to any escrow agent or other Person of, any Company Source Code, other than employees and contractors in their course of performing services for Company and its Subsidiaries and excluding Company Source Code disclosed in connection with any open source code detection scan, quality, security and penetration testing or other diligence conducted in connection with the transaction contemplated by this Agreement. No proprietary, confidential Company Source Code with respect to Company Services is subject to an Open Source Materials license that requires, as a condition of use, modification and/or distribution of such Open Source Materials that any such Company Source Code be (i) disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works or (iii) be redistributable at no charge. Except as set forth on Schedule 3.12(e), the Company and its Subsidiaries are not in material breach or default under any agreement pursuant to which the Company or a Subsidiary has obtained Licensed Intellectual Property Rights, including Open Source Materials, and the Company and its Subsidiaries have purchased a sufficient number of seat licenses for the Business Systems.

(f)    Technical Deficiencies. To the Company’s Knowledge, there are, and since January 1, 2020, there have been, no bugs, errors or defects (collectively, “Technical Deficiencies”) in any of the commercially available Company Services that would prevent or have prevented the same from performing substantially in accordance with their published specifications or user documentation other than Technical Deficiencies that have been fully resolved in the ordinary course.

(g)    Malicious Code. The Company and each Subsidiary has taken reasonable actions consistent with industry norms to protect the security and integrity of its Business Systems, including by implementing industry-standard procedures applicable to similarly situated entities and designed to prevent unauthorized access and the introduction of any virus, worm, Trojan horse or similar disabling code or program (“Malicious Code”). To the Company’s Knowledge, there is no Malicious Code in the Company Source Code or Business Systems, and neither the Company nor any Subsidiary has received any written complaints from customers or other third parties about any Malicious Code within the Company Services or Technical Deficiencies beyond Technical Deficiencies that have not been fully resolved in the ordinary course.

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3.13    Data Privacy.

(a)    To the Company’s Knowledge, since January 1, 2020, there has not been an actual or alleged data security breach or any unauthorized access, use, loss, disclosure, or publication of any Personal Confidential Information owned, used, maintained, received, or controlled by or on behalf of the Company or any Subsidiary, including any unauthorized access, use, disclosure, or publication of Personal Confidential Information that would constitute a breach for which notification to individuals and/or Governmental Authorities is required under any applicable Information Privacy and Security Laws to which the Company or such Subsidiary is subject, and the Company or any of its Subsidiaries is not aware of any facts suggesting a material risk of the foregoing. The consummation of the contemplated transaction shall not result in any material liabilities in connection with such applicable Information Privacy and Security Laws.

(b)    The collection, maintenance, transmission, transfer, use, disclosure, storage, disposal, and security of Personal Confidential Information by the Company and each Subsidiary since January 1, 2020, has complied in all material respects with (i) applicable Information Privacy and Security Laws, (ii) Disclosed Contracts that govern Personal Confidential Information, (iii) Payment Card Industry Data Standards, and (iv) applicable privacy policies of the Company and each Subsidiary.

(c)    The Company and each Subsidiary has established and maintains technical, physical, and organizational measures that are reasonably designed to protect the data collected or stored in connection with the marketing, delivery, or use of any Company Service, including Personal Confidential Information processed in connection with use of any Company Service, in material compliance with all Information Privacy and Security Laws. The Company and its Subsidiaries own, lease, license or otherwise have the legal right to use the Business Systems, and, to the Company’s Knowledge, such Business Systems are sufficient for the immediate and the presently anticipated future needs of the Company and its Subsidiaries. The Company and each of its Subsidiaries have implemented industry standard disaster recovery and business continuity plans and procedures. Since January 1, 2020, there has not been a material failure with respect to the Business Systems that has not been remedied or replaced in all material respects.

(d)    The Company and each of its Subsidiaries have in place reasonable policies and procedures for the proper collection, processing, transfer, disclosure, sharing, storing, security and use of Personal Confidential Information that comply with Information Privacy and Security Laws in all material respects.

(e)    The Company and each of its Subsidiaries have not been and are not currently: (a) under audit or investigation by any Governmental Authority, or (b) subject to any written complaint or notice of any proceeding, investigation, demand, audit, action or claim regarding Personal Confidential Information or any alleged violation of any Information Privacy and Security Laws by the Company and each of its Subsidiaries.

(f)    The performance of this Agreement will not violate (a) any Information Privacy and Security Laws, or (b) any other privacy or data security requirements or obligations imposed under any contracts on the Company and each of its Subsidiaries. Upon execution of

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this Agreement, the Company and each of its Subsidiaries shall continue to have the right to use and process any Personal Confidential Information collected, processed or used by them before the signature date of this Agreement in order to be able to conduct the ordinary course of their business.

3.14    Permits. The Company and each Subsidiary, as applicable, has been duly granted all Permits reasonably necessary for the conduct of the business presently conducted by it and the ownership use and operation of its material assets other than any such Permits which if not held by the Company or any of its Subsidiaries would not have a Company Material Adverse Effect. All such Permits are in full force and effect, and no suspension or cancellation of any of the Permits is pending or to the Company’s Knowledge threatened in writing, except where such suspension or cancellation would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Purchaser true, correct and complete copies of all material Permits, all of which material Permits are listed on Schedule 3.14. Since January 1, 2020, neither the Company nor any Subsidiary is in violation of the terms of any Permit, except where such violation would not reasonably be expected to have a Company Material Adverse Effect.

3.15    Tax Matters.

(a)    The Company and each of its Subsidiaries has timely filed, or has caused to be timely filed on its behalf, all income and other material Tax Returns in each jurisdiction in which the Company or any of its Subsidiaries is required to file Tax Returns (taking into account all available extensions). All such Tax Returns were true, correct and complete in all material respects. All material Taxes (including, for the avoidance of doubt, sales, use, value added, and similar Taxes) owed by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid. Neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return (other than validly obtained automatic extensions). No written claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns or pay Taxes of a certain type that it is or may be subject to tax of such type by that jurisdiction.

(b)    There is no outstanding audit or examination concerning any Taxes or Tax Return of the Company or any of its Subsidiaries and the Company has not been notified that any such audit or examination has been claimed, threatened, or raised (in each case in writing) by a Governmental Authority.

(c)    There is no Tax deficiency outstanding, proposed in writing or assessed against the Company or any of its Subsidiaries, which deficiency has not been satisfied by payment, settled or withdrawn, nor has the Company or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(d)    No adjustment relating to any Tax Returns filed by the Company or any of its Subsidiaries has been proposed in writing by any Governmental Authority.

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(e)    No power of attorney that has been granted by the Company with respect to a Tax matter is currently in effect.

(f)    Neither the Company nor any of its Subsidiaries has ever been included in any “consolidated,” “unitary,” “combined,” or similar Tax Return provided for under any Legal Requirements as a member of an affiliated group within the meaning of Section 1504 of the Code or otherwise (other than a group including only the Company and its Subsidiaries), and has no liability for the Taxes of any other Person, under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law, or by reason of any agreements, contracts, or arrangements as a successor or transferee or otherwise, in each case, other than a Contractual Obligation entered into in the ordinary course of business and not primarily related to Taxes (a “Customary Agreement”). Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing agreement providing for the allocation of Taxes among members of an affiliated, consolidated, combined or unitary group, or any Tax receivable, Tax allocation, Tax indemnity or similar agreements, other than any such agreement (i) as to which only the Company and/or its Subsidiaries is a party or (ii) a Customary Agreement. The Company and its Subsidiaries have timely paid all material amounts of Taxes required to be paid by or on behalf of them pursuant to any Customary Agreement. No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been requested, entered into or issued by any Governmental Authority with respect to the Company or any of its Subsidiaries which agreement or ruling would have binding effect on the Purchaser or the Company or any of its Subsidiaries after the Closing.

(g)    Neither the Company nor any of its Subsidiaries is currently subject to any Liens, other than Liens described in clause (a) of the definition of Permitted Liens, imposed on any of its assets as a result of the failure or alleged failure of the Company or any such Subsidiary to pay Taxes.

(h)    Neither the Company nor any of its Subsidiaries has any liability for any unpaid Taxes which have not been accrued for or reserved on the Most Recent Balance Sheet, whether asserted or unasserted, contingent or otherwise, and no material amount of unpaid Taxes of the Company or any of its Subsidiaries has been incurred since the Most Recent Balance Sheet Date, other than in the ordinary course of business of the Company and its Subsidiaries. The Company and its Subsidiaries have each used at all times during their existence the accrual method of accounting for income Tax purposes.

(i)    Neither Company nor any of its Subsidiaries is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(j)    Neither Company nor any of its Subsidiaries (or any predecessor thereof) has been a “distributing corporation” or a “controlled corporation” (as such terms are defined in Section 355 of the Code) in a transaction purported or intended to be governed by Section 355 or Section 361 of the Code (or any similar provision of state, local or non-U.S. Law).

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(k)    Except as set forth in Schedule 3.15(k), neither Company nor any of its Subsidiaries will be required to include any material item of income, or exclude any material item of deduction, for any taxable period (or portion thereof) after the Closing Date as a result of: (i) an installment sale transaction occurring before the Closing governed by Section 453 of the Code (or any similar provision of state, local or non-U.S. Legal Requirements) or open transaction occurring before the Closing; (ii) a disposition occurring before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar provision of state, local, or non-U.S. Legal Requirements); (iii) any prepaid amounts received prior to the Closing or deferred revenue realized, accrued or received prior to the Closing; (iv) a change in method of accounting under Section 481 of the Code or any similar provision of state, local or non-U.S. Law for any taxable period (or portion thereof) ending on or prior to the Closing Date (or as a result of an impermissible method used prior to Closing); (v) an agreement entered into with any Governmental Authority (including a “closing agreement” under Section 7121 of the Code) prior to the Closing; (vi) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Legal Requirements); (vii) any “Subpart F income” under Section 951 of the Code as a result of any investment made or transaction closed on or prior to the Closing Date; (viii) any “global intangible low-taxed income” within the meaning of Section 951A of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) of Company or any of its Subsidiaries attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date; (ix) any COVID-19 Response Law; (x) any investment in “United States property” (as defined in Code Section 956(c)) made prior to the Closing Date by any of the Company’s Subsidiaries that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code; or (xi) any gain recognition agreement under Section 367 of the Code. The Company has not made any election under Section 965(h) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law).

(l)    [Reserved]

(m)    Except as set forth in Schedule 3.15(m), no Subsidiary of the Company that is incorporated in a jurisdiction outside of the United States (i) is a “controlled foreign corporation” as defined in Section 957 of the Code, (ii) is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code, or (iii) has received written notice from the IRS claiming that it may be subject to U.S. federal income Tax as a result of being engaged in a trade or business within the United States within the meaning of Section 864(b) of the Code or having a permanent establishment in the United States, which notice or claim has not since been withdrawn.

(n)    Neither the Company nor any of its Subsidiaries organized in the United States has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(o)    Schedule 3.15(o) lists the U.S. federal and state income tax classification of the Company and each of its Subsidiaries and, except as set forth in Schedule 3.15(o), such classification has not changed since the formation of each such entity.

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3.16    Employee Benefit Plans.

(a)    Schedule 3.16(a) lists all Employee Plans that the Company or a Subsidiary sponsors or maintains, or to which the Company or a Subsidiary contributes or is obligated to contribute, in each case, for the benefit of current or former employees, directors, or consultants, or with respect to which the Company or any Subsidiary has any direct or contingent liability. With respect to each Employee Plan, the Company has made available to the Purchaser accurate and complete copies of each of the following, to the extent applicable: (i) the plan document (including written summaries of any Employee Plan that is not in writing), together with all amendments thereto, and any trust agreements, (ii) the most recent IRS determination letter, (iii) any summary plan descriptions or employee handbooks, (iv) any non-routine correspondence with any Governmental Authority since January 1, 2020, and (v) the most recent Form 5500.

(b)    Each Employee Plan, including any associated trust or fund, has been administered in all material respects in accordance with its terms and applicable Legal Requirements. All contributions, reserves, or premium payments required to be made or accrued as of the date hereof to the Employee Plans have been timely made or accrued in all material respects. There is no pending or, to the Company’s Knowledge, threatened Action relating to an Employee Plan, other than routine claims in the ordinary course of business for benefits provided for by the Employee Plans. To the Company’s Knowledge, there are no audits, inquiries, or Actions pending or threatened by any Governmental Authority with respect to any Employee Plan.

(c)    The Company and its Subsidiaries have no and have never incurred any direct or contingent obligation (including as an ERISA Affiliate) with respect to any plan subject to Title IV of ERISA or any plan that provides or promises post-employment welfare benefits (other than as required by Section 4980B of the Code or similar state or local law).

(d)    There are no commitments to establish any new Employee Plan, or to modify any Employee Plan, except as set forth in this Agreement or the Transaction Documents.

(e)    Except as set forth in Schedule 3.16(e), each Employee Plan subject to ERISA can be amended, terminated, or otherwise discontinued after the Closing in accordance with its terms without material liability to the Purchaser or the Company, other than ordinary administration expenses and amounts payable for benefits accrued but not yet paid.

(f)    Except as set forth in Schedule 3.16(f), neither the execution and delivery of this Agreement nor the consummation of the Transactions could, alone or in combination with any other event, (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any employee, manager, officer, member of the board of directors, or consultant of the Company under any Employee Plan or otherwise, (ii) increase any benefits otherwise payable under any Employee Plan, (iii) result in the acceleration of the time of payment or vesting of any such benefits, (iv) result in the acceleration of vesting of any Company Stock Options, or (v) result in any payment that would be reasonably expected to be nondeductible pursuant to Section 280G of the Code. Neither the Company nor

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any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, manager, officer, director, consultant or other service provider for any Tax incurred by such individual, including under Section 409A or 4999 of the Code.

3.17    Labor Matters.

(a)    Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, and, to the Company’s Knowledge, there are no activities or proceedings, or threats thereof, of any labor union to organize any such employees. There have been no strikes, work slowdowns, work stoppages, lockouts or other similar organized labor activity between any employees of the Company or any Subsidiary, on the one hand, and the Company or any Subsidiary, on the other hand, and no such activities are presently underway or, to the Company’s Knowledge, threatened.

(b)    True and complete information as to the name and current job title, date of hire, base salary or wage rate, target bonus, and any severance entitlements for all current employees of the Company has been made available to the Purchaser. Other than as set forth in Schedule 3.17(b), each employee of the Company and its Subsidiaries is terminable “at will” subject to applicable severance entitlements or notice periods as set forth by Legal Requirements, or in any applicable employment agreement, other than employment which may be terminated with 10 days’ notice or less.

(c)    To the Company’s Knowledge, as of the date hereof, none of the officers of the Company or its Subsidiaries presently intends to terminate his or her employment with the Company (whether as a result of the Transactions or otherwise). The Company and each Subsidiary is in compliance in all material respects and, to the Company’s Knowledge, each of its or the Subsidiaries’ employees and consultants is in compliance in all material respects with the terms of the respective employment and consulting agreements between the Company or one of its Subsidiaries and such individuals.

(d)    The Company and each Subsidiary have complied in all material respects with all Legal Requirements respecting hiring, employment, termination of employment, employment practices, terms and conditions of employment, employment discrimination, harassment, retaliation, reasonable accommodation, wages and hours, classification of individuals as employees or independent contractors and employee health and safety, and neither the Company nor any Subsidiary is liable for any arrears of wages or penalties with respect thereto. All amounts that the Company and each Subsidiary is legally required to withhold from its employees’ wages and to pay to any Governmental Authority as required by Legal Requirements have been withheld and paid or accrued as a liability in the financial statements. Except as set forth in Schedule 3.17(d), there are no pending, or, to the Company’s Knowledge, threatened in writing, material Actions against the Company or any Subsidiary by any employee in connection with such employee’s employment or termination of employment by the Company or such Subsidiary.

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(e)    Except as set forth in Schedule 3.17(e), no employee or former employee of the Company or any of its Subsidiaries is owed any earned wages, benefits or other compensation for past services that has not yet been paid or reimbursed (other than wages, benefits, and compensation accrued in the ordinary course of business during the current pay period and any accrued benefits for services, which, by their terms or under applicable Legal Requirements, are payable in the future, such as accrued vacation, recreation leave, accrued bonuses for 2021, and severance pay).

3.18    Environmental Matters. Except as set forth in Schedule 3.18 or as would not have a Company Material Adverse Effect, (a) since January 1, 2020, the Company and each Subsidiary has been in material compliance with all applicable Environmental Laws, (b) to the Company’s Knowledge, there has been no release of any Hazardous Substance by the Company or any Subsidiary on or upon the environment of any site (including soils, groundwater, surface water, and air) currently owned or leased by the Company or any Subsidiary or owned or leased by the Company or any Subsidiary in the last three (3) years, (c) except as set forth in Schedule 3.18, neither the Company nor any Subsidiary has received any written notice, demand, report, Order, directive, letter, claim or request for information alleging that the Company or any Subsidiary may be in violation of or liable under any Environmental Law and (d) to the Company’s Knowledge, there are no underground storage tanks located on, no PCBs (polychlorinated biphenyls) or PCB-containing equipment used or stored on, and no Hazardous Substance stored on, any site owned or operated by the Company or any Subsidiary, except in compliance with Environmental Laws.

3.19    Contracts.

(a)    Schedule 3.19 lists, as of the date of this Agreement, each of the following Contractual Obligations (other than Employee Plans of the Company) to which the Company or any Subsidiary is bound (such Contracts as are required to be set forth on the corresponding subsection of Schedule 3.19, each, a “Disclosed Contract”):

(i)    any Contractual Obligation with annual consideration in excess of $200,000 with respect to a dealer, distributor, referral, or similar agreement, or any Contractual Obligation providing for the grant by the Company of rights to market or sell Company Services on behalf of the Company to any other Person;

(ii)    any Contractual Obligation pursuant to which a partnership, joint venture, collaboration or other similar Contractual Obligation was established;

(iii)    any Contractual Obligation made (A) providing for the grant of any preferential rights of first offer or first refusal to purchase or lease any material asset, (B) providing for any exclusive right to sell or distribute, or otherwise relating to the exclusive sale or distribution of, any Company Service, or (C) pursuant to which any other Person is granted “most favored nation” pricing or customer status or similar restriction with respect to any Company Services;

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(iv)    any Contractual Obligation (other than (a) “shrink wrap” and similar generally available commercial end-user licenses to software procured for license fees not in excess of $200,000 in the aggregate and (b) non-disclosure and confidentiality agreements entered in the ordinary course of business) to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary licenses from any Person any Intellectual Property Rights used in the development, licensing or provision of the Company Services;

(v)    any Contractual Obligation, outside the ordinary course of business, containing any indemnification, warranty, support, maintenance, or service that represents a material obligation of the Company or any Subsidiary to pay an amount in excess of $200,000;

(vi)    any Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other basis or otherwise providing base compensation to any officer, director, employee or consultant in excess of $200,000 per year, in each case which is not terminable on advance notice without penalty or severance payment;

(vii)    any Contractual Obligation that (A) purports to materially limit either the type or line of business in which the Company or any Subsidiary may engage, the geographic area or any period of time in which any of them may engage in any business, the solicitation by any of them of the employment of any Person or the ability of any of them to sell or purchase from any Person, or (B) would require the disposition of any material assets or line of business of the Company or any Subsidiary;

(viii)    any Contractual Obligation relating to (A) the disposition of any portion of the material assets or business of the Company or any Subsidiary outside the ordinary course of business or (B) the acquisition by merger, consolidation, equity or asset purchase, or any other manner, of any Person or a line of business of any Person outside the ordinary course of business, in each case, pursuant to which the Company has any continuing payment obligations, including with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation, or material continuing indemnification obligations;

(ix)    any Contractual Obligation under which the Company or any Subsidiary has advanced or loaned an amount to, or received a loan, note, or other instrument, agreement, or arrangement for or relating to the borrowing of money from, any of its shareholders, employees, managers, officers or members of the board of directors with obligations outstanding as of the date of this Agreement;

(x)    any Contractual Obligation (or group of related Contractual Obligations) the outstanding performance of which mandates future payment of consideration in excess of $400,000 per annum;

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(xi)    any guaranty (or similar obligations, such as “makewell agreements”) by the Company, Subsidiary, or any Affiliate of any obligation of another in excess of $200,000;

(xii)    any Contractual Obligation requiring the Company to register any equity interests under the applicable United States securities Laws;

(xiii)    any settlement, conciliation or similar Contractual Obligation relating to an Action of the Company or its Subsidiaries that has been entered into on or after December 31, 2020 and (A) contemplates payment by the Company or its Subsidiaries of any amount in excess of $200,000 or (B) was brought by an equity holder or Affiliate of the Company or its Subsidiaries;

(xiv)    any Contractual Obligation to which the Company or any Subsidiary is a party and pursuant to which it is a licensor or otherwise grants to a third party any Company Intellectual Property Rights or the right to have Company Source Code deposited into a source code escrow account, other than (a) non-exclusive licenses granted in the ordinary course in connection with the Company Services and (b) non-disclosure and confidentiality agreements entered into by the Company or any Subsidiary in the ordinary course of business, that do not materially deviate from the Company’s standard form(s) of non-exclusive, outbound license agreements;

(xv)    any Contractual Obligation for the development of Intellectual Property Rights by or for the benefit of the Company or any Subsidiary, other than employee invention assignment agreements and agreements with contractors for the development of Intellectual Property Rights entered into in the ordinary course of business;

(xvi)    any Contractual Obligation providing for payment or acceleration of benefits in connection with the transactions contemplated by this Agreement, including any Contract that provides change in control, transaction, retention or similar bonuses; and

(xvii)    any Real Property Lease.

(b)    The Company has made available to the Purchaser true, accurate and complete copies of each Disclosed Contract, in each case, as amended or otherwise modified and currently in effect. Each Disclosed Contract is in full force and effect and is a valid, legal, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party to such Contractual Obligation. Neither the Company, any Subsidiary, nor, to the Company’s Knowledge, any other party to any Disclosed Contract is in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would become a breach of or default or would permit termination of, or a modification or acceleration thereof by any party to under any Disclosed Contract. Since January 1, 2020 through the date hereof, neither the Company nor its Subsidiaries has received

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written notice of (i) any material breach or default under any Disclosed Contract or (ii) the intention of any third party under any Disclosed Contract (including any Governmental Authority) to cancel, terminate or modify in any material respect the terms of any such Disclosed Contract, or accelerate the obligations of the Company or its Subsidiaries thereunder.

(c)    Except as set forth in Schedule 3.19(c), all Disclosed Contracts are being performed without any party thereto relying on or claiming any force majeure provisions to excuse non-performance or performance delays arising out of the COVID-19 pandemic or Public Health Measures or for any other reason.

3.20    Customers and Suppliers.

(a)    Schedule 3.20(a) sets forth the top ten Customers of the Company and its Subsidiaries for the years ended December 31, 2020 and 2021 (collectively, the “Material Customers”). To the Company’s Knowledge as of the date hereof, no such Material Customer has expressed in writing to the Company or any Subsidiary (i) its intention to cancel or otherwise terminate, or materially reduce, its relationship with the Company or a Subsidiary, taken as a whole, or (ii) that the Company or such Subsidiary is in material breach of the terms of any Contractual Obligation with any such Material Customer. To the Company’s Knowledge as of the date hereof, no Material Customer has asserted or threatened in writing a force majeure event or provided written notice of an anticipated inability to perform, in whole or in part, arising out of the COVID-19 pandemic with respect to a material Contractual Obligation.

(b)    Schedule 3.20(b) sets forth the top ten vendors to and/or suppliers of the Company and its Subsidiaries for the years ended December 31, 2020 and 2021 (collectively, the “Material Suppliers”). To the Company’s Knowledge as of the date hereof, no such Material Supplier has expressed in writing to the Company or any Subsidiary (i) its intention to cancel or otherwise terminate, or materially reduce, its relationship with the Company or a Subsidiary, taken as a whole, or (ii) that the Company or such Subsidiary is in material breach of the terms of any Contractual Obligation with such Material Supplier. To the Company’s Knowledge as of the date hereof, no Material Supplier has asserted or threatened in writing a force majeure event or provided written notice of an anticipated inability to perform, in whole or in part, arising out of the COVID-19 pandemic with respect to a material Contractual Obligation.

3.21    Affiliate Transactions. Other than as set forth in Schedule 3.21 or pursuant to a Transaction Document, no officer or director or to the Company’s Knowledge, any equity holder or Affiliate of the Company or any Subsidiary, or any immediate family member of the foregoing Person: (a) has any material interest in any material asset owned or leased by the Company or used in connection with the business of the Company or any Subsidiary, (b) has received a loan from the Company or any Subsidiary in the last three (3) years or has received a loan from the Company or any Subsidiary that is outstanding as of the date of this Agreement, or (c) is engaged in any transaction, arrangement, or understanding with the Company or any Subsidiary and the amount involved with respect to such transaction, arrangement or understanding exceeds $120,000, other than through his or her employment with the Company or any Subsidiary, the ownership of equity interests, payments made to, and other compensation provided to, officers and directors (or equivalent) in the ordinary course of business.

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3.22    Litigation. Except as set forth in Schedule 3.22, there is no Action pending or, to the Company’s Knowledge, threatened in writing, against or involving (a) the Company or any Subsidiary (either as plaintiff or defendant), (b) any of their respective managers, officers, directors or management-level employees (in each case in their capacities as such) (in each case of clause (a) through (b), seeking material non-monetary relief or involving an amount in controversy in excess of $100,000 individually or in the aggregate) or (c) any of the foregoing in such capacity in a criminal Action. To the Company’s Knowledge, no allegations of sexual harassment, discrimination, retaliation, bullying or other misconduct have been made since January 1, 2020 against any management-level employee, manager, officer, or member of the board of directors of the Company or any Subsidiary.

3.23    Insurance. Schedule 3.23 sets forth a list of the material insurance policies that cover the Company and its Subsidiaries. The Company has made available to the Purchaser true and accurate copies of each such policy. Each such policy is legal, valid, binding, and enforceable in accordance with its terms, in full force and effect (or has been renewed), all premiums due and payable thereon have been paid in full, neither the Company nor any Subsidiary is in material breach or default with respect to its obligations under any of such policies (including any such breach or default with respect to the giving of notice of claims) and, to the Company’s Knowledge, no event has occurred which (with or without notice or the lapse of time or both) would constitute a material breach or default, and no written notice of pending material premium increase, cancellation, non-renewal, disallowance or reduction in coverage or claim or termination has been received by the Company or any Subsidiary, in each case, except where such failure, default, breach or termination was not or would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. No claim by the Company or its Subsidiaries is pending under any such policies as to which coverage has been denied or disputed, or rights reserved to do so, by the underwriters thereof. The coverages provided by such insurance policies are believed by the Company to be reasonably adequate in amount and scope for the Company’s and its Subsidiaries’ business and operations.

3.24    Brokers. Except as set forth in Schedule 3.24, no investment banker, financial advisor, broker, or finder has acted for or on behalf of the Company or any Affiliate in connection with this Agreement, any Transaction Document or the Transactions, and the Company has not entered into any agreement with any Person which will result in the obligation of the Company or its Subsidiaries or the Purchaser to pay any finder’s fee, brokerage fees, commission, or similar compensation in connection with the Transactions.

3.25    Anti-Corruption Matters.

(a)    Since January 1, 2020, neither the Company nor any Subsidiary, nor, to the Company’s Knowledge, any of its Representatives, or any other Person acting for or on behalf of them is or has been (i) a Person named on any Economic Sanctions Laws or Export Control Laws-related list of designated Persons maintained by a Governmental Authority; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Economic Sanctions Laws or Export Control Laws; (iii) an entity owned, directly or

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indirectly, individually or in the aggregate, fifty percent or more by one or more Persons described in clauses (i) and (ii); (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) through (iii) or any country or territory which is or has, since January 1, 2020, been the subject of or target of any Economic Sanctions Laws or Export Control Laws or (v) engaged in any activity or conduct that has resulted or will result in the violation of any applicable Anti-Corruption Laws, Economic Sanctions Laws, or Export Control Laws.

(b)    The Company and each Subsidiary has in place commercially reasonable procedures to prevent violation of any Anti-Corruption Laws, Economic Sanctions Laws or Export Control Laws by their Affiliates and Representatives.

(c)    Since January 1, 2020, (i) none of the Company, any Subsidiary, any director, officer or employee of the Company or any Subsidiaries or, to the Company’s Knowledge, any of its or their other Representatives or other Persons acting on its or their behalf is or has been the subject of any Action, filings, disclosures, Order, investigation, inquiry, litigation, or administrative or enforcement proceeding by any Governmental Authority regarding any offense or alleged offense under any Anti-Corruption Laws or Economic Sanctions Laws, (ii) to the Company’s Knowledge, no such Action, filings disclosures, Orders, investigation, inquiry, litigation, or proceedings have been threatened or are pending, and (iii) to the Company’s Knowledge, there are no circumstances likely to give rise to any such Action, filings, disclosures, Order, investigation, inquiry, litigation, or proceedings.

3.26    [Reserved]

3.27    [Reserved]

3.28    Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

3.29    Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Article IV, no registration under the Securities Act is required for the offer and sale of the Notes by the Company to the Purchaser as contemplated hereby.

3.30    Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of funding for the Notes, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

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3.31    Solvency. Based on the consolidated financial condition of the Company as of the date of this Agreement, after giving effect to the receipt by the Company of the proceeds from the sale of the Notes, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Original Issue Date. Schedule 3.31 sets forth as of the date hereof all outstanding Indebtedness of the Company or any Subsidiary including, without limitation Indebtedness of the Company to the shareholders set forth in Schedule 3.31, or for which the Company or any Subsidiary has commitments. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

3.32    Exclusivity of Representations. Except as provided in this Article III and the certificates and Transaction Documents delivered in connection herewith or pursuant hereto, in each case as modified by the Company Schedule, neither the Company, any Subsidiary, any of its or their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, or Representatives have made, or are making, any representation or warranty, expressed or implied, at law or in equity whatsoever to the Purchaser or its Affiliates. The Company acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its Representatives) that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Purchaser; (b) it has been afforded satisfactory access to the books and records, facilities and personnel of the Purchaser for purposes of conducting such investigation; and (c) except for the representations and warranties set forth in Article IV and the certificates and Transaction Documents delivered in connection herewith or pursuant hereto, it is not relying on any representations and warranties or any other materials from any Person in connection with the transactions contemplated hereby.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Company as follows:

4.1    Authority. The Purchaser is an individual with the power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents and otherwise to carry out his obligations hereunder and thereunder. This Agreement

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and each of the other Transaction Documents, as applicable, has been duly executed by the Purchaser, and when delivered by him in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against him in accordance with their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

4.2    Own Account. The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities for his own account and not with a view to or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Purchaser’s right to sell any of the Securities in compliance with applicable federal and state securities laws).

4.3    Accredited Investor Status. At the time the Purchaser was offered the Notes, he was, and as of the date hereof he is, and on each date on which he converts the Notes into Conversion Shares or is issued any Conversion Shares under the terms of the Notes, he will be an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

4.4    Experience of Such Purchaser. The Purchaser, either alone or together with his representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

4.5    General Solicitation. The Purchaser is not, to the Purchaser’s knowledge, purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of the Purchaser, any other general solicitation or general advertisement.

4.6    Disclosure. All of the disclosure furnished by or on behalf of the Purchaser to the Company regarding the Purchaser herein, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

4.7    Exclusivity of Representations. Except as provided in this Article IV and the certificates and Transaction Documents delivered in connection herewith or pursuant hereto,

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neither the Purchaser, any of its Affiliates, nor any of its Representatives have made, or are making, any representation or warranty, expressed or implied, at law or in equity whatsoever to the Company or its Affiliates. The Purchaser acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its Representatives) that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company; (b) it has been afforded satisfactory access to the books and records, facilities and personnel of the Company for purposes of conducting such investigation; and (c) except for the representations and warranties set forth in Article III and the certificates and Transaction Documents delivered in connection herewith or pursuant hereto, in each case as modified by the Company Schedule, it is not relying on any representations and warranties or any other materials from any Person in connection with the transactions contemplated hereby.

ARTICLE V.

OTHER AGREEMENTS OF THE PARTIES

5.1    Transfer Restrictions.

(a)    The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of such Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the other Transaction Documents, as applicable, and shall have the rights and obligations of a Purchaser under this Agreement and the other Transaction Documents, as applicable.

(b)    The Purchaser agrees to the imprinting, so long as is required by this Section 5.1, of a legend on any of the Securities in the following form:

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

(c)    Certificates evidencing the Conversion Shares shall not contain any legend (including the legend set forth in Section 5.1(b) hereof): (i) while a registration statement

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covering the resale of such Conversion Shares is effective under the Securities Act, (ii) following any sale of such Conversion Shares pursuant to Rule 144, (iii) if such Conversion Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Conversion Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion to the transfer agent for the Company’s shares of Company Common Stock (the “Transfer Agent”), if applicable, or the Purchaser promptly if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by the Purchaser (if any of the foregoing conditions are satisfied), respectively. If a Note is converted at a time when there is an effective registration statement to cover the resale of the Conversion Shares, or if such Conversion Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Conversion Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) then such Conversion Shares shall be issued free of all legends. The Company agrees that at such time as such legend is no longer required under this Section 4.1 it will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Conversion Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to the Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 5.1. Certificates for Conversion Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by the Purchaser, if applicable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Company Common Stock as in effect on the date of delivery of a certificate representing Conversion Shares, as applicable, issued with a restrictive legend.

(d)    The Purchaser agrees with the Company that he will sell any Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if the Conversion Shares are sold pursuant to a an effective registration statement under the Securities Act, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing securities as set forth in this Section 5.1 is predicated upon the Company’s reliance upon this understanding.

5.2    Use of Proceeds. The Company shall use the net proceeds from the sale of the Notes for (i) repaying of the Shareholder Notes on the dates set forth on Exhibit D and (ii) working

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capital purposes and shall not use such proceeds for the satisfaction of any other portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices and as otherwise provided herein). Notwithstanding anything to the contrary in the Transaction Documents or otherwise, neither the Company nor its Subsidiaries may use any portion of the principal or any other proceeds from the Purchaser or any of its Affiliates to pay any liquidated damages, penalties or fees due and payable to the Purchaser or its Affiliates under the Transaction Documents or otherwise without the express advance written consent of the Purchaser.

5.3    Reservation of Shares. At the time of conversion of the Notes into Conversion Shares, the Company will have a sufficient number of authorized shares of Company Common Stock for the issuance of the total number of Conversion Shares issuable pursuant to such conversion.

5.4    Conversion Procedures. The form of Notice of Conversion in a Note sets forth the totality of the procedures required of the Purchaser in order to convert a Note. No additional legal opinion, other information or instructions shall be required of the Purchaser to exercise its conversion rights under a Note. Without limiting the preceding sentences, no ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required in order to covert a Note. The Company shall honor conversions of a Note and shall deliver the Conversion Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

ARTICLE VI.

MISCELLANEOUS

6.1    Termination. This Agreement may be terminated by the Purchaser or by the Company, by written notice to the other, as between them, if all of the conditions for the Initial Closing have not been satisfied on or before January 6, 2023, provided, however, that no such termination will affect the right of any party to sue for any willful breach by any other party (or parties).

6.2    Fees and Expenses. The Company and the Purchaser will each bear its own legal and other expenses in connection with the preparation and negotiation of this Agreement and the other Transaction Documents, and the Closing. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by the Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.

6.3    Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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6.4    Notices. Any and all notices or other communications or deliveries to be provided by the Purchaser hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number, email address, or address as the Company may specify for such purposes by notice to the Purchaser delivered in accordance with this Section 6.4. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email attachment, or sent by a nationally recognized overnight courier service addressed to the Purchaser at the facsimile number, email address or address of the Purchaser appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

6.5    Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 6.5 shall be binding upon the Purchaser and the Company.

6.6    Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

6.7    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the Purchaser.

6.8    No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise specifically provided in this Agreement.

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6.9    Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Actions concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such Action. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, Action by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such Action shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such Action.

6.10    Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

6.11    Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

6.12    Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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6.13    Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

6.14    Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.

6.15    Payment Set Aside. To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document or the Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

6.16    Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any Action that may be brought by any Purchaser in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

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6.17    Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

6.18    Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Company Capital Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Company Capital Stock that occur after the date of this Agreement.

6.19    WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

6.20    Company Schedules and Exhibits. The Company Schedules and other Schedules contemplated by this Agreement (collectively, the “Disclosure Schedules”) shall be arranged in separate parts corresponding to the numbered and lettered sections and subsections contained in this Agreement, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify the corresponding section of the Agreement and any other sections of the Agreement to the extent that it is reasonably foreseeable on the face of the disclosure (without reference to any document referred to therein or any independent knowledge on the part of the reader regarding the matter disclosed) that such disclosure is also applicable to such other sections of the Agreement (notwithstanding the absence of a specific cross-reference). The inclusion of any matter, fact, information, or circumstance in the Disclosure Schedules shall not be deemed to be an admission or acknowledgment or otherwise imply that such matter, fact, information, or circumstance is required to be listed in the Disclosure Schedules in order for any representation or warranty or covenant in the Agreement to be true and correct, or that any such matter, fact, information or circumstance is material (or not material) to or outside (or in) the ordinary course of business of the disclosing party or any of its or Subsidiaries or that any such matter, fact, information, or circumstance is above or below any specified threshold, and no party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between the parties as to whether any obligation, item, or matter not described herein.

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(Signature Pages Follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

ELECTRIQ POWER, INC.	Address for Notice: 625 N. Flagler Drive West Palm Beach, Florida 33401 Attention: Legal Department
By: /s/ Frank Magnotti                                     Name: Frank Magnotti         Title: Chief Executive Officer	Email: Jim.vanhoof@electriqpower.com
	With a copy to (which shall not constitute notice):
	Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10105 Attn:     David Landau              Anthony Ain Email:  dlandau@egsllp.com               aain@egsllp.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

		Address for Notice: 515 N. Flagler Drive, Suite 520 West Palm Beach, FL 33401
By:	/s/ John Michael Lawrie
	Name: John Michael Lawrie	Email: mikelawrie@tlgholding.com With a copy to (which shall not constitute notice): Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000 Houston, TX 77002-6117 Attention:  Gerald M. Spedale                   Chris Trester Email:   gspedale@gibsondunn.com               ctrester@gibsondunn.com

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EXHIBIT A

Form of Note

A-1

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBJECT TO AN INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED, AMENDED AND RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE (“INTERCREDITOR AGREEMENT”) AMONG THE COMPANY (DEFINED BELOW), THE HOLDER OF THIS NOTE, WHITE OAK (DEFINED BELOW) AND THE OTHER PERSONS SET FORTH THEREIN. THIS INTERCREDITOR AGREEMENT WILL BE BINDING ON ALL FUTURE HOLDERS OF THIS NOTE AND ALL RENEWALS, REPLACEMENTS AND MODIFICATIONS WITH RESPECT TO THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY AND THEREBY.

Original Issue Date: [●], 2022

Principal Amount: [●]

SECURED CONVERTIBLE NOTE

DUE ON OR AFTER [●], 2024

THIS SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Secured Convertible Note of ELECTRIQ POWER, INC., a Delaware corporation (the “Company”), having its principal place of business at 32 Clematis Street, Suite 401, West Palm Beach, Florida 33407, designated as its Secured Convertible Note due on or after [●], 2024 (this “Note”).

FOR VALUE RECEIVED, the Company promises to pay to JOHN MICHAEL LAWRIE or his registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $[●] and any other sums due hereunder anytime on or after [●]¹, 2024 (the “Maturity Date”), subject to any limitations set forth in the Intercreditor Agreement, upon the written demand of the Holder, or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate

¹  Note to Draft: 2 year anniversary of the Initial Closing.

A-2

unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional provisions:

Section 1.    Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

“Affiliate” has the meaning ascribed to such term in the Purchase Agreement.

“Acquisition Transaction” means (a) Deemed Liquidation Event or (b) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (other than a SPAC Transaction). Notwithstanding the foregoing, any foreclosure or other exercise of remedies by White Oak or any other action by White Oak in respect of the collateral securing the White Oak Working Capital Facility shall not be deemed an Acquisition Transaction.

“Bankruptcy Event” means any of the following events: (a) the Company or any Significant Subsidiary thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that it is generally unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Business Day” shall have the meaning ascribed to such term in the Purchase Agreement.

“Capital Markets Transaction” means (a) an IPO, (b) a Direct Listing, or (c) a SPAC Transaction.

“Certificate of Incorporation” means the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended and/or restated from time to time.

“Commission” shall have the meaning ascribed to that term in the Purchase Agreement.

“Common Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

A-3

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.

“Conversion Shares” means, collectively, the shares of Common Stock (or in the case of a Next Equity Financing Conversion, the capital stock of the Company issued to investors in the Next Equity Financing) issuable upon conversion of this Note in accordance with the terms hereof.

“Deemed Liquidation Event” shall have the meaning set forth in the Certificate of Incorporation as of the Original Issue Date; provided, for the avoidance of doubt, that any election made under Section 2.4.1 of the Certificate of Incorporation shall have no effect for the purposes of this Note.

“Direct Listing” means the effective time of a registration statement under the Securities Act that registers shares of capital stock of the Company for sale and, in connection with such registration, the Company’s Common Stock is listed for trading on a Trading Market.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” shall have the meaning ascribed to such term in the Purchase Agreement.

“IPO” means the initial public offering of shares of the Company’s Common Stock in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act.

“Next Equity Financing” means the Company’s issuance of equity securities, including the issuance of preferred stock, in a single transaction, or series of related transactions, with the principal purpose of raising capital, and with aggregate gross proceeds to the Company of at least $20 million, excluding financing transactions involving the issuance of securities pursuant to the terms of a simple agreement for future equity (SAFE) or the issuance of convertible debt (including the this Note).

“Original Issue Date” means the date of the first issuance of this Note, regardless of any transfers of this Note and regardless of the number of instruments which may be issued to evidence this Note.

“Purchase Agreement” means the Securities Purchase Agreement, dated as of [●], 2022 between the Company and the Holder, as amended, modified or supplemented from time to time in accordance with its terms.

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“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Agreement” shall have the ascribed to such term in the Purchase Agreement.

“Significant Subsidiary” has the meaning given to it in Rule 1-02(w) of Regulation S-X.

“SPAC Transaction” means a merger, acquisition or other business combination involving the Company and/or any Affiliate of the Company, on one hand, and a publicly traded special purpose acquisition company (or a Subsidiary thereof) or other similar entity that is a “blank check” company (or a Subsidiary thereof) under applicable U.S. securities laws and formed for the purpose of effecting such a transaction (each, a “SPAC”), on the other hand, in which the capital stock of the Company, such Affiliate or the successor entity to the Company or such Affiliate is listed or converted into shares of capital stock that are listed on a Trading Market.

“Subsidiary” shall have the meaning ascribed to such term in the Purchase Agreement.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any nationally or globally recognized market or exchange on which the Common Stock is listed or quoted for trading on the date in question, including the NYSE American; the Nasdaq Capital Market, the Nasdaq Global Market; the Nasdaq Global Select Market; the New York Stock Exchange; OTCQB or OTCQX (or any successors to any of the foregoing).

“Transaction Documents” shall have the meaning ascribed to such term in the Purchase Agreement.

“Transfer Agent” shall have the meaning ascribed to such term in the Purchase Agreement.

“White Oak” shall have the meaning ascribed to such term in the Purchase Agreement.

“White Oak Working Capital Facility” shall have the meaning ascribed to such term in the Purchase Agreement.

Section 2.    Interest.

a)    Payment of Interest. Subject to the Intercreditor Agreement, the Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of fourteen percent (14%) per annum payable on the first (1^st) Business Day of January, April, July and October of each year during the term of this Note (each such date, an “Interest Payment Date”), with the first payment of interest being due and payable to the holder on the first Business Day of April 2023, with respect to

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interest accrued through that date. Interest shall be payable in cash. Payments will be credited first to accrued interest due and payable, with any remainder applied to principal (subject to Section 2(c) herein). All accrued and unpaid interest shall also be payable upon the final repayment of this Note.

b)    Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any principal amount converted, provided that, the Company actually delivers the Conversion Shares within the time period required by Section 4(c)(ii) herein. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”). The Company shall update the Note Register to reflect permitted transferees and assignees of the Note.

c)    Prepayment. Except as otherwise set forth in this Note, the Company may not prepay any portion of the principal amount of this Note or accrued interest hereunder, without the prior written consent of the Holder. Notwithstanding the foregoing and subject to any limitations provided in the Intercreditor Agreement, the Company will repay the outstanding principal amount of this Note and all accrued and unpaid interest on the Maturity Date, if this Note has not been converted on or prior to such date, as provided in Section 4 hereafter. In connection with a Capital Markets Transaction, Holder may, at its option by giving five days prior written notice, require that the Company prepay the principal amount of this Note and any accrued interest hereunder upon the consummation of the Capital Markets Transaction.

Section 3.    Security Interest; Registration of Transfers and Exchanges.

a)    Grant of Security Interest. Repayment of the principal amount of this Note and all accrued and unpaid interest and all Enforcement Costs is secured by the Company’s grant of a security interest, pursuant to the terms and conditions of the Security Agreement, in the same assets of the Company as provided as collateral by the Company to secure the White Oak Working Capital Facility. The security interest granted to the Holder shall be a first priority security interest, except that it shall be subordinated to the security interest granted to White Oak in connection with the White Oak Working Capital Facility pursuant to the Intercreditor Agreement.

b)    Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

c)    Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in Article IV of the Purchase Agreement and may be transferred or exchanged only in compliance with the terms of the Purchase Agreement, this Note and the other Transaction Documents, and applicable federal and state securities laws and regulations.

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d)    Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 4.    Conversion.

a)    Voluntary Conversion by Holder. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole and not in part, into Conversion Shares at the option of the Holder (a “Voluntary Conversion”), upon the occurrence of any of the following events (each a “Voluntary Conversion Event”): (i) a Next Equity Financing (a “Next Equity Financing Conversion”), (ii) an Acquisition Transaction (an “Acquisition Transaction Conversion”), (iii) a Capital Markets Transaction (a “Capital Markets Transaction Conversion”) or (iv) upon the Holder’s demand for conversion on the Maturity Date (a “Maturity Date Conversion”). The Holder shall effect Voluntary Conversions by delivering to the Company a Notice of Conversion in the form attached hereto as Annex A (each, a “Notice of Conversion”). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. Upon a Voluntary Conversion hereunder, the Holder shall surrender this Note as promptly as is reasonably practicable after such Voluntary Conversion Event without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of the Note upon which such objection is based. In the event of any dispute or discrepancy, the Company and Holder shall work to resolve such dispute or discrepancy to the mutual satisfaction of both parties. If the Company and Holder have not resolved such dispute or discrepancy within 10 days, either party may bring a Proceeding as set forth in Section 6.9 of the Purchase Agreement to resolve such objection.

The applicable date of conversion, with respect to any Voluntary Conversion (the “Conversion Date”) shall be (i) with respect to a Next Equity Financing Conversion, upon the initial closing of the Next Equity Financing, (ii) with respect to an Acquisition Transaction Conversion, immediately prior to the closing of the Acquisition Transaction, (iii) with respect to a Capital Markets Transaction Conversion, immediately prior to the closing of the Capital Markets Transaction, and (iv) with respect to a Maturity Date Conversion, on the Maturity Date, if the Holder has provided a Notice of Conversion to the Company at least five days prior to the Maturity Date. With regards to clauses (i), (ii) and (iii) immediately preceding, the Company shall deliver to the Holder written notice of the Voluntary Conversion Event, including the material terms thereof and a calculation of the Conversion Price with supporting detail, at least twenty (20) days prior to the proposed

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applicable Conversion Date and, in order to exercise such right of Voluntary Conversion, the Holder shall deliver a Notice of Conversion to the Company not later than five (5) days prior to the proposed applicable Conversion Date.

b)    Conversion Price. The conversion price applicable to a Voluntary Conversion shall be determined as follows (the “Conversion Price”).

i.    Conversion Price in the event of a Next Equity Financing Conversion. The applicable Conversion Price with respect to a Next Equity Financing Conversion shall be equal to 95% of the lowest price per share of the shares of Common Stock, Common Stock Equivalents or non-convertible preferred stock offered and sold in the applicable Next Equity Financing.

ii.    Conversion Price in the event of an Acquisition Transaction Conversion. The applicable Conversion Price with respect to an Acquisition Transaction Conversion shall be equal to 95% of the price per share of Common Stock payable to holders of the Company’s securities in the applicable Acquisition Transaction.

iii.    Conversion Price in the event of a Capital Markets Transaction Conversion. The applicable Conversion Price with respect to a Capital Markets Transaction Conversion shall be equal to: (x) with respect to an IPO, 95% of the initial public offering price of the Common Stock, (y) with respect to a Direct Listing, 95% of the fair market value per share of Common Stock provided to the market maker by the Company’s financial advisors immediately prior to the Direct Listing, or (z) with respect to a SPAC Transaction, 95% of the price per share of Common Stock payable to the holders of the Company’s Common Stock in connection with the SPAC Transaction.

iv.    Conversion Price in the Event of a Maturity Date Conversion. The applicable Conversion Price shall be the quotient obtained by dividing (x) $275 million by (y) the number of shares of Common Stock outstanding immediately prior to the Conversion Date relating to the Maturity Date Conversion (assuming the exercise and/or conversion of all Common Stock Equivalents into Common Stock and including all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, but excluding the shares of Common Stock issuable upon the conversion of this Note).

c)     Mechanics of Conversion.

i.    Conversion Shares Issuable upon Conversion of Principal Amount and Interest. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note and accrued and unpaid interest to be converted by (y) the Conversion Price.

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ii.    Delivery of Conversion Shares Upon Conversion. If the Conversion Shares are not traded on a Trading Market at the time of conversion, not later than two (2) Business Days after the applicable Conversion Date (the “Non-Trading Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder a notice of issuance for the number of Conversion Shares being acquired upon the conversion of this Note, which shall include the restrictive legends described below, unless it is otherwise determined in good faith that such restrictive legends are not required. If the shares of Common Stock are traded on a Trading Market at the time of conversion, not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Trading Share Delivery Date” and collectively with the Non-Trading Share Delivery Date, the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder the Conversion Shares on or after the earlier of (i) the six month anniversary of the Original Issue Date (provided that on the Share Delivery Date the Company has satisfied the current public information requirements under Rule 144 and the Conversion Shares may be resold without any volume or manner-of-sale restrictions under Rule 144) or (ii) the Conversion shares have been registered under an effective registration statement under the Securities Act, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions and such Conversion Shares shall be free of restrictive legends and trading restrictions (other than those which may then be required under the Transaction Documents). As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion.

iii.    Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such Conversion Shares, to rescind such Voluntary Conversion, ab initio, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

iv.    Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other

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Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert the outstanding principal amount hereof and any accrued and unpaid interest thereon, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares, upon a properly noticed conversion. If the shares of Common Stock are traded on a Trading Market on the applicable Conversion Date and the Company fails for any reason to deliver to the Holder such Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5^th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

v.    Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder, if the shares of Common Stock are traded on a Trading Market on the applicable Conversion Date and the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies

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available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares upon conversion of this Note as required pursuant to the terms hereof.

vi.    Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

vii.    Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

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viii.    Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

d) Holder’s Conversion Limitations. In the event that at the time of conversion, the Common Stock is registered pursuant to either Section 12(b) or Section 12(g) of the Exchange Act, the Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Conversion Shares issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of Conversion Shares which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the warrants) beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder

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together with any Affiliates or Attribution Parties) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Conversion Shares issuable upon conversion of this Note held by the Holder. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d). Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

Section 5.    Certain Adjustments.

a)    Stock Dividends and Stock Splits. If (i) the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on,

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the Notes), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, (D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, (ii) any other event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 5(a) are strictly applicable, but which would require an adjustment to the Conversion Price in order to avoid an adverse impact on the Holder’s conversion rights, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to such rights is necessary to avoid an adverse impact on the Holder’s conversion rights and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of this Note in a manner that is consistent with any adjustment recommended in such opinion. Any adjustment made pursuant to this Section shall become effective (x) immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, (y) immediately after the effective date in the case of a subdivision, combination or re-classification, or (z) as determined in the good faith reasonable judgment of the Board of Director in any other case taking into account any recommendation including in any opinion received in connection with an adjustment.

b)    [Reserved]

c)    Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Conversion Shares acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)    [Reserved]

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e)    SPAC Transaction. If, at any time while this Note is outstanding, the Company, directly or indirectly, in one or more related transactions effects any SPAC Transaction, then, if not converted in connection therewith and upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such SPAC Transaction (without regard to the Beneficial Ownership Limitation), the number of shares of common stock of the SPAC, and any additional consideration (the “Alternate Consideration”) receivable as a result of such SPAC Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such SPAC Transaction (without regard to the Beneficial Ownership Limitation). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such SPAC Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. The Company shall cause the SPAC in a SPAC Transaction to assume in writing all of the obligations of the Company under the Note and the other Transaction Documents in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such SPAC Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the SPAC evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such SPAC (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such SPAC Transaction, and with a conversion price which applies the applicable Conversion Price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such SPAC Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such SPAC Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such SPAC Transaction, the SPAC shall succeed to, and be substituted for (so that from and after the date of such SPAC Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the SPAC), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such SPAC had been named as the Company herein.

f)    Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

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g)    Notice to the Holder.

i.    Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall deliver to each Holder within two (2) Business Days a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii.    Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution or restricted payment in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, or the date on which the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company was authorized and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon any such reclassification, consolidation, merger, sale, transfer or share exchange, or voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall, if required, simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K or if it is not subject to the reporting requirements of the Commission, a press release. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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Section 6.    Acquisition Transaction Payment. In the event that, at any time prior to the repayment or conversion of this Note, the Company provides the Holder with written notice of a proposed Acquisition Transaction as provided in Section 4(a) hereof, and the Holder does not elect to consummate an Acquisition Transaction Conversion, then the Company shall pay to the Holder, in cash, upon the closing of the Acquisition Transaction, an amount equal to 200% of the outstanding principal amount of this Note.

Section 7. Events of Default.

a)    “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i.    any default in the payment of (A) the principal amount of this Note or (B) interest, liquidated damages and other amounts owing to the Holder on this Note, as and when the same shall become due and payable (whether on an Interest Payment Date, Conversion Date or the Maturity Date, upon demand for payment by the Holder or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within three (3) Business Days;

ii.    the Company shall fail to observe or perform any other covenant or agreement contained in this Note (other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (viii) below) or in any other Transaction Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Business Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) ten (10) Business Days after the Company has become or should have become aware of such failure;

iii.    a breach, default, event of default or the failure to observe or perform any covenant or agreement (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi) below);

iv.    any representation or warranty made in this Note or any other Transaction Document, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

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v.    the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;

vi.    the Company or any Subsidiary shall (A) default on any of its obligations under the White Oak Working Capital Facility, which default causes the Indebtedness thereunder to (x) become prematurely due and payable, (y) be placed on demand or (z) become capable of being declared by or on behalf of a creditor thereunder to be prematurely due and payable or being placed on demand, in each case, as a result of such default or any provision having a similar effect (howsoever prescribed) or (B) default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $250,000, whether such Indebtedness now exists or shall hereafter be created, and (b) results in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable or (C) fail to make any payment when due (after the expiry of any originally applicable grace period) in respect of (X) the White Oak Working Capital Facility or (Y) any other Indebtedness (other than under this Note) involving an obligation greater than $250,000;

vii.    after the date that the Common Stock is first listed for trading on a Trading Market, (A) the Common Stock shall not be eligible for listing or quotation for trading on the principal Trading Market and shall not be eligible to resume listing or quotation for trading thereon or any other Trading Market (other than the OTCQB or OTCQX) within five (5) Trading Days, or (B) the Company’s failure to comply with any rules or regulations of its principal Trading Market;

viii.    the Company shall fail for any reason to deliver Conversion Shares to a Holder prior to the applicable Share Delivery Date, pursuant to Section 4 or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of this Note in accordance with the terms hereof;

ix.    any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $250,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days;

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x.    the Company shall fail to maintain a sufficient number of shares of Common Stock reserved for issuance upon the conversion of this Note and such failure is not cured within thirty (30) days after written notice from the Holder;

xi.    at any time after the Common Stock is registered either pursuant to Section 12(b) or 12(g) of the Exchange Act, the Company shall fail to timely make any filings required under the Exchange Act;

xii.    at any time after the Common Stock is registered either pursuant to Section 12(b) or 12(g) of the Exchange Act, the Company fails to satisfy the current public information requirements under Rule 144; or

xiii.    the Security Agreement or any other document creating a lien to secure the obligations of the Company hereunder, the Subordination Agreement or the Intercreditor Agreement (collectively, the “Security Documents”) shall cease, for any reason, to be in full force and effect, or the Company or any Affiliate or Subsidiary of the Company or any other party thereto (other than the Holder) shall so assert or the lien created by any Security Document shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

xiv.    the Company experiences a Company Material Adverse Effect.

b)    Remedies Upon Event of Default. If any Event of Default occurs, in addition to any remedies under the Security Documents, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable, at the Holders election in cash (provided that if clause (v) of the definition of Event of Default occurs, Holder shall be deemed to have elected cash automatically). Upon the payment of this Note in full, including interest, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. The Company shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

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Section 8.     Negative Covenants. As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, the Company shall not, and shall not permit any of its subsidiaries (whether or not a Subsidiary on the Original Issue Date) to, directly or indirectly:

a)    except for the White Oak Working Capital Facility, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

b)    except for any Lien arising from the White Oak Working Capital Facility, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

c)    amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder; or

d)    pay cash dividends or distributions on any equity securities of the Company.

Section 9.     Miscellaneous.

a) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth on the signature page hereto, or such other email address, or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email attachment, or sent by a nationally recognized overnight courier service addressed to the Holder at the email address or address of the Holder appearing on the books of the Company, or if no such email address or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement, or such other electronic mail or address as the Holder may specify for such purposes by notice to the Company delivered in accordance with this Section 9(a). Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

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b) Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.

c) Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to

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enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e) Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or the Holder must be in writing.

f) Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

g) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly

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provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

h) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

i) Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

j) Secured Obligation. The obligations of the Company under this Note are secured by certain assets of the Company and each Subsidiary pursuant to the Security Agreement, dated as of the Original Issue Date among the Company, the Subsidiaries of the Company and the Holder.

k) Amendments. This Note may be amended, in writing, by the mutual agreement of the Company and the Holder.

l) Expenses. The Company and the Holder will each bear their own legal and other expenses in connection with the preparation and negotiation of this Note and the other Transaction Documents. The Company shall pay all out-of-pocket expenses incurred by the Holder, including the fees, charges and disbursements of counsel for the Holder, in connection with the enforcement or protection of its rights (i) in connection with this Note and the other Transaction Documents, including its rights under this Section and (ii) in connection with this Note, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of this Note and the other Transaction Documents (collectively, the “Enforcement Costs”).

Section 10.     Disclosure.    At any time after the Common Stock is registered pursuant to either Section 12(b) or Section 12(g) of the Exchange Act, upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within two (2) Business Days after such receipt or delivery publicly disclose such

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material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

*********************

(Signature Page Follows)

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

ELECTRIQ POWER, INC.
By:
	Name:
	Title:
Address for Notices:
Email for Notices:

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the Secured Convertible Note due on or after [●], 2024 of Electric Power, Inc., a Delaware corporation (the “Company”), into Conversion Shares, of the Company according to the conditions hereof, as of the date written below. If Conversion Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid Conversion Shares.

Conversion calculations:    

Date to Effect Conversion:
Principal Amount of Note to be Converted:
Payment of Interest in Conversion Shares      yes      no
If yes, $	of Interest Accrued on Account of
Conversion at Issue.
Number of Conversion Shares to be issued:
If Conversion Shares are not Common Stock, please list
what Conversion Shares are:
Signature:
Name:
Address for Delivery of Conversion Share Certificates:
Or
DWAC Instructions:
Broker No:
Account No:

EXHIBIT B

Form of Intercreditor Agreement

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SUBORDINATION AND INTERCREDITOR AGREEMENT

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of [            ], 2022 (as from time to time amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into by and among [WHITE OAK ENTITY], [in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Senior Agent”)]¹, for the Senior Creditors (as defined below), and JOHN MICHAEL LAWRIE, as Subordinated Creditor (as defined below).

RECITALS:

A.    The Senior Creditors have entered into that certain [Describe White Oak Credit Agreement] of even date herewith (as the same may be amended, supplemented, restated, replaced, refinanced or otherwise modified from time to time as permitted hereunder, the “Senior Credit Agreement”; capitalized terms not otherwise defined herein are being used herein as defined in the Senior Credit Agreement) among the Senior Creditors and Electriq Power, Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, and subject to the terms and conditions set forth in the Senior Credit Agreement, the Senior Creditors have agreed to make revolving loans to the Company from time to time in an aggregate principal amount not to exceed $[        ] (the “Senior Loans”).

B.    The Subordinated Creditor has entered into that certain Securities Purchase Agreement dated as of [            ], 2022 (as the same has been amended, supplemented, restated or otherwise modified prior to the date hereof, the (“SPA”) with the Company, pursuant to which, among other things, the Company has agreed to issue and sell to the Subordinated Creditor and, subject to the terms and conditions set forth in the SPA, the Subordinated Creditor has agreed to purchase from the Company, its Secured Convertible Notes due [            ], 2024 in the original principal amount of up to $8,500,000 (including any notes issued in substitution therefor or in replacement thereof), as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder, the “Subordinated Notes”).

C.    As an inducement to and as one of the conditions precedent to the agreement of the Senior Creditors to make the Senior Loans, the Senior Creditors have required the execution and delivery of this Agreement by the Subordinated Creditor, in order to set forth the relative rights and priorities of the Senior Agent, the Senior Creditors and Subordinated Creditor under the Senior Credit Documents (as hereinafter defined) and the Subordinated Debt Documents (as hereinafter defined), respectively.

¹  NTD: To be updated to reflect actual White Oak terminology and entities.

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NOW, THEREFORE, in order to induce the Senior Creditors to make the Senior Loans, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

1.    Definitions and Interpretation. The following terms shall have the following meanings in this Agreement:

“Affiliate” shall mean, with respect to any Person, another Person (a) that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the first specified Person, (b) that directly, or indirectly, owns or holds ten percent (10%) or more of Capital Stock of the first specified Person, or (c) ten percent (10%) or more of whose voting stock or other Capital Stock having ordinary voting power is directly or indirectly owned or held by such first specified Person. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For purposes of this Agreement, in no event shall the Subordinated Creditor a signatory hereto on the date hereof or any Affiliate thereof be deemed to be an “Affiliate” of the Company, any other Obligor or any Affiliate of any of the foregoing.

“Agreement” shall have the meaning given in the preamble hereto.

“Bankruptcy Code” shall mean the Federal Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. §§ 101 et seq. and the regulations issued thereunder.

“Capital Stock” shall mean any and all shares, interests, participations, units or other equivalents (however designated) of capital stock of a corporation, membership interests in a limited liability company, partnership interests of a limited partnership, any and all equivalent ownership interests in a Person and any and all warrants, rights or options to purchase any of the foregoing.

“Collateral” shall mean, collectively, all of the real, personal and mixed property (including Capital Stock) of any Obligor pledged to secure all or any portion of the Senior Debt or the Subordinated Debt.

“Company” shall have the meaning given in the Recitals.

“Distribution” shall mean, with respect to any indebtedness, Capital Stock or other obligations, (a) any payment or distribution by any Person of cash, securities or other property, by set-off or otherwise, on account of such indebtedness, Capital Stock or obligation or (b) any redemption, purchase or other acquisition of such indebtedness, Capital Stock or obligation by any Person (other than sales or other transfers of Subordinated Debt to third parties (other than the Obligors) pursuant to Section 2.6), provided, however, that in no event shall the term “Distribution” include the receipt of Reorganization Subordinated Securities.

“Enforcement Action” shall mean (a) to take from or for the account of any Obligor or any other obligor on the Subordinated Debt, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by any Obligor or any such other obligor with respect to the Subordinated Debt (other than the receipt of Permitted Subordinated Debt Payments allowed to be paid pursuant to this Agreement, Permitted Unblockable Payments and distributions of Reorganization Subordinated Securities), (b) to sue for payment of the Subordinated Debt, or to initiate or participate with others in any suit, action or proceeding (including any Insolvency Proceeding) against any Obligor or any such other obligor to (i) enforce payment of or to collect the whole or any part of the Subordinated Debt or

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(ii) commence judicial enforcement of any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect to the Subordinated Debt, (c) to accelerate the Subordinated Debt, (d) to exercise any put option or cause any Obligor or any such other obligor to honor any put option, redemption or mandatory prepayment obligation under any Subordinated Debt Document (except to the extent the same constitutes a Permitted Subordinated Debt Payment permitted to be paid pursuant to this Agreement or a Permitted Unblockable Payment), (e) to notify account debtors or directly collect accounts receivable or other payment rights of any Obligor or any such other obligor or (f) take any action under the provisions of any state or federal law, including, without limitation, the Uniform Commercial Code, or under any contract or agreement, to enforce against, foreclose upon, take possession of or sell any property or assets of any Obligor or any such other obligor, including without limitation the Collateral (other than judgment liens permitted hereunder).

“Guarantors” shall mean each subsidiary of the Company or any other Person that executes and delivers any guaranty or similar agreement pursuant to the Senior Credit Documents or the Subordinated Debt Documents and their respective successors and assigns.

“Indebtedness” shall mean, with respect to any Person at any time, without duplication,

(a)    its liabilities for borrowed money and its redemption obligations in respect of any mandatorily redeemable Capital Stock of such Person, valued, in the case of mandatorily redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus all accrued and unpaid dividends;

(b)    its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business that are not past due by more than 90 days, but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(c)    (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of capital leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of synthetic leases assuming such synthetic leases were accounted for as capital leases;

(d)    all liabilities secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(e)    all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f)    any other obligation for borrowed money or other financial accommodations that in accordance with GAAP would be shown as a liability on the balance sheet of such Person;

(g)    any liability under a sale and leaseback transaction that is not in respect of a capital lease;

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(h)    any obligation arising with respect to any other transaction that is the functional equivalent of borrowing but that does not constitute a liability on the balance sheet of such Person; and

(i)    any guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (h) hereof.

Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (i) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Insolvency Proceeding” shall have the meaning given in Section 2.1.

“Lien” means any mortgage, pledge, lien, security interest, encumbrance, financing statement, license or sub-license, attachment, charge, trust, option, warrant, purchase right, preemptive right, right of first offer or refusal, easement, servitude, restriction (whether voting, transfer or otherwise), encroachment or other similar lien (other than, in the case of a security, any restriction on the transfer of such security arising solely under applicable law).

“Obligors” shall mean, collectively, the Company and the Guarantors, and “Obligor” shall mean any of such Persons.

“Paid in Full” or “Payment in Full” when used in connection with (a) the Senior Debt, shall mean the occurrence of each of the following: (i) termination of all [Revolving Commitments]² and (ii) payment in full in cash (or cash equivalents acceptable to the Required Senior Creditors in their sole and absolute discretion) of all Senior Debt (other than contingent indemnification obligations as to which no claim has been asserted) and (b) the Subordinated Debt, shall mean payment in full in cash (or cash equivalents acceptable to the Subordinated Creditor in his sole and absolute discretion) or conversion into Capital Stock on the terms set forth in the Subordinated Notes of all of the Subordinated Debt (other than contingent indemnification obligations as to which no claim has been asserted).

“Payment Blocking Event” means that (a) the Senior Agent has sent written notice to the Subordinated Creditor of a Senior Payment Default or of an acceleration of all of the outstanding Senior Debt or (b) there exists any “Event of Default” under [Insert section reference to bankruptcy Events of Default] of the Senior Credit Agreement.

“Permitted Subordinated Debt Payments” shall mean any payment or Distribution in respect of the Subordinated Debt which consists solely of payments (a) of interest on the Subordinated Debt which are regularly scheduled payments of interest on the Subordinated Debt due and payable on a non-accelerated basis in accordance with the terms of the Subordinated Debt Documents, in each case, as such documents are in effect on the date hereof or as modified in accordance with the terms of this Agreement, (b) in Capital Stock in accordance with the terms of the Subordinated Debt Documents, in each case, as such documents are in effect on the date hereof or as modified in accordance with the terms of this Agreement, (c) provided no

²  NTD: To use term from actual White Oak documents.

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Payment Blocking Event then exists, payments of principal and accrued and outstanding interest thereon in respect of the Subordinated Debt upon the consummation of a Capital Markets Transaction or an Acquisition Transaction (each as defined in the Subordinated Notes), in accordance with the terms of the Subordinated Debt Documents, in each case, as such documents are in effect on the date hereof or as modified in accordance with the terms of this Agreement and (d) the payment of out of pocket costs and expenses of the Subordinated Creditors, including, legal fees and expenses.

“Permitted Unblockable Payments” shall mean (a) non-cash in-kind payments of interest on the Subordinated Debt (in each case, whether such payments are made by adding such amount to the principal amount of the Subordinated Notes or by issuing a new note in the same form as the Subordinated Notes), (b) the accrual (but not cash payment) of default interest of up to 3% per annum in excess of the otherwise applicable rate charged during the continuance of a Subordinated Debt Default on the Subordinated Debt, (c) the payment of reasonable out-of-pocket costs, expenses and indemnification payments, in each case as and when due and payable on a non-accelerated basis in accordance with the terms of the Subordinated Debt Documents as in effect on the date hereof or as modified in accordance with the terms of this Agreement in an amount not to exceed $150,000 in any calendar year, (d) any conversion of the Subordinated Notes in accordance with the terms of the Subordinated Debt Documents, as such documents are in effect on the date hereof or as modified in accordance with the terms of this Agreement and (e) the one-time payment on the date hereof of fees and expenses required to be paid pursuant to the terms of the SPA on the date hereof.

“Person” shall mean any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“Premium” shall mean any amount, howsoever denominated, payable to a lender or a holder of Indebtedness as consideration or compensation for the prepayment of Indebtedness (including, without limitation, any yield-maintenance amount, make-whole amount, prepayment premium or SOFR breakage fee).

“Refinancing Agreement” shall mean an agreement entered into by the Company pursuant to which the Company incurs Refinancing Debt.

“Refinancing Debt” shall mean any Indebtedness of the Company, the proceeds of which are applied, directly or indirectly, to refinance all or a portion of the Indebtedness under the Senior Credit Agreement (or any prior Refinancing Agreement); provided that no such refinancing shall be made on terms and conditions, and no Refinancing Agreement shall contain any terms or provisions, that would be prohibited by Section 3.1 of this Agreement if the Senior Credit Agreement (or any such prior Refinancing Agreement) or the Indebtedness thereunder being so refinanced was being amended to reflect such terms and conditions instead of being refinanced.

“Reorganization Subordinated Securities” shall mean (a) any common Capital Stock of the Company or any direct or indirect parent entity of the Obligors issued pursuant to a confirmed plan of reorganization in an Insolvency Proceeding (so long as such Capital Stock

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does not contain any mandatory put option or mandatory redemption obligations until the Senior Debt has been Paid in Full) or (b) any unsecured debt securities issued in substitution of all or any portion of the Subordinated Debt, in the case of this clause (b) that are subordinated in right of payment, performance and otherwise to the Senior Debt (or any debt issued in substitution of all or any portion of the Senior Debt) to at least the same extent that the Subordinated Debt is subordinated to the Senior Debt (and the liens securing the Senior Debt) pursuant to the terms of this Agreement.

“Required Senior Creditors” shall mean the [“Required Lenders(s)”] (as defined in the Senior Credit Agreement).

[“Revolving Loan Commitment” shall mean the Revolving Commitments (as defined in the Senior Credit Agreement) or the committed amount of any revolving credit facility under any Refinancing Agreement).]³

“Senior Agent” as defined in the preamble hereto, and any other Person appointed by the Senior Creditors as Collateral Agent for purposes of the Senior Credit Documents; provided that after the consummation of any Refinancing Agreement, the term “Senior Agent” shall refer to any Person appointed by the Senior Creditors at such time as agent for themselves for the purposes of this Agreement.

“Senior Credit Agreement” shall have the meaning given in the Recitals.

“Senior Credit Documents ” shall mean the Senior Credit Agreement and the [“Credit Documents”] (as defined therein) and, after the execution of a Refinancing Agreement, such Refinancing Agreements and any related transaction documents, in each case evidencing or pertaining to all or any portion of the Senior Debt.

“Senior Creditors” shall mean the holders of the Senior Debt.

“Senior Debt” shall mean and include all obligations, liabilities and indebtedness (whether now outstanding or hereafter incurred), for the payment of which any Obligor is responsible or liable as obligor, guarantor or otherwise in respect of all payment obligations under the Senior Credit Documents and any Refinancing Debt in respect of principal, interest, Premium, fees, charges and expenses (including fees and expenses of counsel to the Senior Agent and the Senior Creditors), whether now owing or hereafter incurred (including any interest accruing subsequent to the commencement of an Insolvency Proceeding whether or not the claims of holders of such payment obligations for such interest are allowed in any such proceeding); provided, that the aggregate principal amount of all Senior Debt shall not exceed an amount equal to $25,000,000 minus the amount of all permanent reductions of the Revolving Commitments, and Senior Debt shall not include any Indebtedness of the Company which, by the terms of the instrument evidencing such Indebtedness or under which it is outstanding, is expressly made junior and subordinate in right of payment to any other Indebtedness; provided, however, that Senior Debt shall not include any indebtedness, liability or other obligation of any Obligor owed to any other Obligor, or any subsidiary or Affiliate of any Obligor.

³  NTD: To be updated to reflect actual definition in White Oak loan agreement.

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“Senior Default Notice” shall mean written notice of a Senior Loans Default sent by the Senior Agent to the Subordinated Creditor.

“Senior Loans” shall have the meaning given in the Recitals.

“Senior Loans Default” shall mean any Senior Payment Default or Senior Non-Payment Default.

“Senior Non-Payment Default” shall mean any “Event of Default” under the Senior Credit Documents (other than a Senior Payment Default).

“Senior Payment Default” shall mean any “Event of Default” under the Senior Credit Documents resulting from the failure of the Obligors to pay, on a timely basis, any principal, interest or Premium on any Senior Debt or any fees or other amounts under the Senior Credit Documents including, without limitation, any default in payment of Senior Debt after acceleration thereof (but in the case of fees or other obligations, only so long as the aggregate unpaid amount thereof exceeds $100,000).

“SPA” shall have the meaning given in the Recitals.

“Subordinated Creditors” shall mean the holders of the Subordinated Debt.

“Subordinated Debt” shall mean all obligations, liabilities and indebtedness of the Obligors owing to the Subordinated Creditor under the Subordinated Debt Documents.

“Subordinated Debt Default” shall mean any “Event of Default” under the Subordinated Debt Documents.

“Subordinated Debt Default Notice” shall mean written notice of a Subordinated Debt Default sent by the Subordinated Creditor to the Senior Agent.

“Subordinated Debt Documents” shall mean the SPA, the Subordinated Notes, any guaranty with respect to the Subordinated Debt, any collateral or security documents securing the Subordinated Debt and all other documents, agreements and instruments now existing or hereinafter entered into evidencing or pertaining to all or any portion of the Subordinated Debt.

“Subordinated Notes” shall have the meaning given in the Recitals.

“Subordination Period” shall mean all times until Payment in Full of the Senior Debt during which there is actual borrowing availability (which borrowing availability shall be subject to no conditions precedent except for the accuracy of customary representations and warranties and the absence of any Default or Event of Default as defined under the Senior Credit Documents) under the Senior Credit Documents of at least $8,500,000.

2.    Subordination.

(a)    Payment Subordination. Each party hereto covenants and agrees, and the Subordinated Creditor by its acceptance of the Subordinated Debt Documents (whether

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upon original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that during the Subordination Period, the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment to the Senior Debt, to the extent and in the manner hereinafter set forth. Each Senior Creditor, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement. Nothing in the foregoing paragraph shall prohibit the Subordinated Creditor from converting all or any part of the Subordinated Debt into Capital Stock of the Company, provided that, if such securities have any call, put or other conversion features that would obligate the Company to declare or pay dividends, make distributions, or otherwise pay any money or deliver any other securities or consideration to the holder (other than common Capital Stock), the Subordinated Creditor hereby agrees that the Company may not declare, pay or make such dividends, distributions or other payments to the Subordinated Creditor, and the Subordinated Creditor shall not accept any such dividends, distributions or other payments except as may be permitted in all of the Senior Loan Documents.

(b)    Relative Lien Priorities. Notwithstanding the date, time, method, manner, or order of grant, attachment, or perfection of any Liens securing the Subordinated Debt granted with respect to the Collateral or of any Liens securing the Senior Debt granted with respect to the Collateral and notwithstanding any contrary provision of the UCC or any other applicable law or the Subordinated Debt Documents or any defect or deficiencies in, the Liens securing the Senior Debt, or any other circumstance whatsoever, the Senior Agent and the Subordinated Creditor hereby agree that:

(i)    any Lien with respect to the Collateral securing any Senior Debt now or hereafter held by or on behalf of, or created for the benefit of, the Senior Agent or any Senior Creditors or any agent or trustee therefor shall, during the Subordination Period, be senior in all respects and prior to any Lien with respect to the Collateral securing any Subordinated Debt held by or on behalf of, or created for the benefit of, the Subordinated Creditor or any agent or trustee therefor; and

(ii)    any Lien with respect to the Collateral securing any Subordinated Debt now or hereafter held by or on behalf of, or created for the benefit of, the Subordinated Creditor or any agent or trustee therefor shall, during the Subordination Period, be junior and subordinate in all respects to all Liens with respect to the Collateral securing any Senior Debt.

(c)    Prohibition on Contesting Liens or Claims. The Subordinated Creditor hereby agrees that it will not at any time object to or contest, or support any other person in objecting to or contesting, the validity, extent, perfection, priority or enforceability of the Senior Debt, the Senior Credit Documents, or the Liens of Senior Creditors in the Collateral securing the Senior Debt. Each Senior Creditor hereby agrees that it will not at any time object to or contest, or support any other person in objecting to or contesting, the validity, extent, perfection, priority or enforceability of the Subordinated Debt, the Subordinated Debt Documents, or the Liens of the

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Subordinated Creditor in the Collateral securing the Subordinated Debt. Notwithstanding the failure of Senior Creditors or the Subordinated Creditor to perfect their respective Liens on the Collateral or any avoidance, invalidation, or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to Senior Creditors and the Subordinated Creditor, the priority and rights as between Senior Creditors and the Subordinated Creditor shall be as set forth in this Agreement.

(d)    New Liens. So long as the Senior Debt has not been Paid in Full, and so long as no Insolvency Proceeding has been commenced by or against any Obligor, the parties hereto agree that no Obligor shall (i) grant or permit any additional Liens on any asset to secure any Subordinated Debt unless such Obligor gives Senior Agent at least 5 Business Days prior written notice thereof and unless such notice also offers to grant a Lien on such asset to secure the Senior Debt concurrently with the grant of a Lien thereon in favor of the Subordinated Creditor and such Lien is so granted to secure the Senior Debt or (ii) grant or permit any additional Liens on any asset to secure any Senior Debt unless such Obligor gives the Subordinated Creditor at least 5 Business Days prior written notice thereof and unless such notice also offers to grant a Lien on such asset to secure the Subordinated Debt concurrently with the grant of a Lien thereon in favor of Senior Agent and such Lien is so granted to secure the Subordinated Debt.

(e)    Similar Liens and Agreements. So long as the Senior Debt has not been Paid in Full, and so long as no Insolvency Proceeding has been commenced by or against any Obligor, the parties hereto agree that it is their intention that the Collateral securing the Senior Debt and the Subordinated Debt be identical. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement, (i) upon request by Senior Agent or the Subordinated Creditor, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Senior Credit Documents and the Subordinated Debt Documents and (ii) that the Senior Credit Documents and Subordinated Debt Documents and guarantees for the Senior Debt and the Subordinated Debt, shall be, in all material respects, the same forms of documents other than with respect to the senior lien and the junior lien nature thereof. The foregoing to the contrary notwithstanding, each of the parties agrees that to the extent that Senior Agent or the Subordinated Creditor obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or Lien separate from the Senior Credit Documents or Subordinated Debt Documents, as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain after receiving prior written notice thereof in accordance with the provisions of Section 2(d) above, the Collateral securing the Senior Debt and the Subordinated Debt will not be identical, and the provisions of the documents, agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference in the scope or extent of perfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement.

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2.1    Insolvency. In the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings, or any receivership proceedings in connection therewith, relative to any Obligor (an “Insolvency Proceeding”), and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of any Obligor, whether or not involving an Insolvency Proceeding, then:

(a)    All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to the Subordinated Creditor on account of any Subordinated Debt (other than the payment of Permitted Unblockable Payments and a distribution of Reorganization Subordinated Securities).

(b)    Any Distribution, whether in cash, property, Capital Stock or obligations, which may be payable or deliverable in respect of the Subordinated Debt (other than the payment of Permitted Unblockable Payments and a distribution of Reorganization Subordinated Securities) shall be paid or delivered directly to the Senior Agent (for the benefit of the Senior Creditors) until all Senior Debt shall have been Paid in Full. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior Agent (to be held and/or applied by the Senior Agent to the Senior Debt in accordance with the Senior Credit Documents until the Senior Debt is Paid in Full).

(c)    The Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests or guaranties securing the Senior Debt. The Senior Agent and Senior Creditors agree not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority (other than priority vis-a-vis the Senior Debt) of the Subordinated Debt or any liens and security interests or guaranties securing the Subordinated Debt (to the extent such liens, security interests and guaranties are permitted herein).

(d)    The Subordinated Creditor hereby irrevocably authorizes, empowers and appoints the Senior Agent as its agent and attorney-in-fact to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt in connection with an Insolvency Proceeding upon the failure of the Subordinated Creditor to do so prior to 10 days before the expiration of the time to file any such proof of claim; provided, that the Senior Agent shall have no obligation to execute, verify, deliver and/or file any such proof of claim; provided, further, that the Senior Agent shall provide to the Subordinated Creditor a copy of any such proof of claim filed by it promptly after making such filing. The Subordinated Creditor shall have the sole and exclusive right to vote its claims in any Insolvency Proceeding.

(e)    The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Creditors and the Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided,

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invalidated or disallowed in connection with any such Insolvency Proceeding or otherwise (except to the extent that a court of competent jurisdiction pursuant to a final, non-appealable order, equitably subordinates pursuant to §510(c) of the Bankruptcy Code, sets aside, avoids or disallows any part or all the Senior Debt or the security interests securing the Senior Debt based on the Senior Agent’s or any Senior Creditor’s conduct occurring on or after the date of this Agreement), and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any Senior Creditor or any representative of such Senior Creditor.

(f)    The Subordinated Creditor waives any marshalling rights with respect to the Senior Creditors in any Insolvency Proceeding or any other proceeding under the Bankruptcy Code.

(g)    Notwithstanding the foregoing provisions of this Section 2.1, any Obligor may pay and deliver to the Subordinated Creditors, and the Subordinated Creditor shall be entitled to receive and retain, any Reorganization Subordinated Securities.

The out-of-court readjustment, arrangement, composition or other workout of any Obligor shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 2.1.

2.2    Subordinated Debt Payment Restrictions.

(a)    Notwithstanding the terms of the Subordinated Debt Documents, each Obligor hereby agrees that it may not make, and the Subordinated Creditor hereby agrees that it will not accept, during the Subordination Period, any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full, other than (x) Permitted Subordinated Debt Payments, subject, in the case of any payment or other Distribution made while an Insolvency Proceeding is pending in respect of any Obligor, to the terms of Section 2.1 of this Agreement and (y) Permitted Unblockable Payments (which may be made and received at all times).

(b)    Notwithstanding any provision of this Section 2.2 to the contrary, the failure of any Obligor to make any Distribution with respect to the Subordinated Debt, or to comply with any term of the Subordinated Debt Documents by reason of the operation of this Agreement shall not be construed as preventing the occurrence of a Subordinated Debt Default under the applicable Subordinated Debt Documents; and

2.3    Standstill.

(a)    Until the Senior Debt is Paid in Full, the Subordinated Creditor shall not, without the prior written consent of the Senior Agent, take any Enforcement Action with respect to the Subordinated Debt, until the earliest to occur of the following:

(i)    acceleration of the Senior Debt;

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(ii)    the occurrence of an Insolvency Proceeding with respect to any Obligor;

(iii)    the passage of 150 days from the delivery of a Subordinated Debt Default Notice to the Senior Agent if any Subordinated Debt Default described therein shall not have been cured or waived within such period; or

(iv)    the date of the institution by the Senior Agent of any foreclosure proceedings against any Obligor or the commencement by the Senior Agent or the Senior Creditors of any judicial, arbitral or other proceeding or legal action of any kind to collect the Senior Debt.

(b)    Notwithstanding anything contained herein to the contrary, if following the acceleration of the Senior Debt by the Senior Creditors or the Senior Agent such acceleration is rescinded (whether or not any existing Senior Loans Default has been cured or waived), then all Enforcement Actions taken by the Subordinated Creditor shall likewise be rescinded if such Enforcement Action is based solely on Section 2.3(a)(i) and such rescission can be made without prejudice to the ability of the Subordinated Creditor to exercise such Enforcement Action at a later date if permitted by the terms of this Agreement.

(c)    Notwithstanding the foregoing or anything to the contrary contained in this Agreement or in any of the Subordinated Debt Documents, (i) subject to the provisions of Section 2.1, the Subordinated Creditor may file proofs of claim against the Obligors, vote such claims in any Insolvency Proceeding involving such Person, and take other actions not in contravention of this Agreement during any Insolvency Proceeding involving the Obligors, (ii) the Subordinated Creditor may seek specific performance or other injunctive relief to compel any Obligor to comply (or not violate or breach) with any non-payment obligations under the Subordinated Debt Documents or to prevent violations of negative covenants so long as any such exercise is not accompanied by a claim for monetary damages, remuneration, payment, or liens, security interests or any other encumbrance of any kind, (iii) the Subordinated Creditor may commence a legal action to the extent that the commencement of such legal action is required to toll the running of any applicable statute of limitation as to such legal action (provided that no monetary damages or other monetary relief are received or retained in connection therewith) or may assert any compulsory cross-claim or counterclaim in connection with any legal action, and (iv) the Subordinated Creditor may make a demand for payment of (A) a Permitted Subordinated Debt Payment from the Obligors if at the time of such demand the Subordinated Creditor would be permitted to accept such payments under Section 2.2 of this Agreement and such demand does not violate any terms of this Agreement other than the standstill period provided above in Section 2.3(a) or (B) Permitted Unblockable Payments; provided that the Subordinated Creditor shall provide the Senior Agent at least 5 days prior written notice before making such demand under this clause (iv). The Subordinated Creditor may obtain a lien on assets or property of the Obligors securing any judgment in favor of the Subordinated Creditor in connection with an Enforcement Action permitted pursuant to this Section 2.3; provided that the Subordinated Creditor will not take any Enforcement Action on such lien(s) unless and

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until the Senior Debt has been Paid in Full. Any Distributions or other proceeds of any Enforcement Action obtained by the Subordinated Creditor (other than Permitted Subordinated Debt Payments to the extent permitted under Section 2.2, Permitted Unblockable Payments and distributions of Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Senior Agent and promptly be paid or delivered to Senior Agent in the form received until all Senior Debt is Paid in Full.

2.4    Turnover. If any payment or Distribution of any character, whether in cash, securities or other property, shall be received by the Subordinated Creditor in contravention of any of the terms of this Agreement, such payment or distribution shall be received in trust for the benefit of the Senior Agent and the Senior Creditors and shall forthwith be paid over or delivered and transferred to the Senior Agent for application (in accordance with the Senior Credit Documents ) to the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is Paid in Full.

2.5    Rights of Senior Creditors. The provisions of this Agreement shall be deemed a continuing offer to all Senior Creditors and the Senior Agent to act in reliance on such provisions (but no such reliance shall be required to be proven to receive the benefits hereof) and may be enforced by the Senior Creditors and the Senior Agent, and no right of any present or future holder of any Senior Debt to enforce subordination as provided in this Agreement shall be prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or failure to act by any Senior Creditor or the Senior Agent (except to the extent that a court of competent jurisdiction pursuant to a final, non-appealable order, equitably subordinates, pursuant to §510(c) of the Bankruptcy Code, any part or all the Senior Debt or the security interests securing the Senior Debt based on the Senior Agent’s or a Senior Creditor’s conduct occurring on or after the date of this Agreement), or by any non-compliance by any Obligor with the terms, provisions and covenants of the Subordinated Debt Documents. Without in any way limiting the generality of the foregoing, the Senior Creditors and the Senior Agent may, subject to Section 3.1, at any time and from time to time, without the consent of or notice to the Subordinated Creditors, and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Subordinated Creditor to the Senior Agent and the Senior Creditors, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, or waive defaults under Senior Debt, or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged or mortgaged to secure or otherwise securing Senior Debt; (iii) release any Person liable in any manner for the payment or collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any other Person, including any guarantor or surety.

2.6    Sale, Transfer or other Disposition of Subordinated Debt.

(a)    No Subordinated Creditor shall sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Debt or any Subordinated Debt Document unless, prior to or concurrently with the consummation of any such action, the transferee thereof shall execute and deliver to the Senior Agent an agreement substantially identical to this Agreement (or a joinder to this Agreement in the form of

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Exhibit A attached hereto), providing for the continued subordination of the Subordinated Debt to the Senior Debt as provided herein and for the continued effectiveness of all of the rights of the Senior Agent and the Senior Creditors arising under this Agreement.

(b)    Notwithstanding the failure of any transferee to execute or deliver an agreement substantially identical to this Agreement (or a joinder to this Agreement in the form of Exhibit A hereto), the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of the Subordinated Debt, and the terms of this Agreement shall be binding upon the successors and assigns of the Subordinated Creditor, as provided in Section 9 hereof.

2.7    Legends. Until the termination of this Agreement in accordance with Section 15 hereof, the Subordinated Creditor will cause to be clearly, conspicuously and prominently inserted on the face of each Subordinated Notes, the Subordinated Note Purchase Agreement and any replacements or renewals thereof, the following legend:

[THIS NOTE AND THE INDEBTEDNESS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF [                ] AMONG [WHITE OAK], AS SENIOR AGENT AND JOHN MICHAEL LAWRIE, AS SUBORDINATED CREDITOR (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.]

3.    Modifications.

3.1    Modifications to Senior Credit Documents. Neither the Senior Agent nor any Senior Creditor shall agree to any amendment or modification of, or waive, or consent to any waiver of, any of the provisions of, the Senior Credit Agreement (or a Refinancing Agreement in respect thereof), without having obtained the prior written consent of the Subordinated Creditor if the effect thereof would be to (a) increase the amount of the Senior Debt (except that the maximum principal amount of loans made pursuant to the Senior Credit Agreement (or under a Refinancing Agreement in respect of thereof) may be increased to an aggregate amount not in excess of the amount specified in the proviso in the definition of “Senior Debt” and except for increases to the rate of interest permitted under clause (c) of this Section 3.1), (b) increase or accelerate the time for payment of any scheduled payment of principal on the Senior Debt, (c) increase the interest rate (in the case of a fixed rate of interest) or interest rate margin (in the case of a floating rate of interest) or the default interest rate (in the case of a fixed rate of interest) or default rate margin (in the case of a floating rate of interest), or any of them, in the aggregate by more than 3% per annum above the applicable interest rate (in the case of a fixed rate of interest) or margin (in the case of a floating rate of interest) existing as of the date hereof in the Senior Credit Agreement, but the foregoing shall not prohibit increases (x) resulting from application of any pricing grid set forth in the Senior Credit Agreement as in effect on the date hereof or in any Refinancing Agreement in respect thereof, or (y) resulting from the accrual of interest at the default rate (in accordance with the Senior Credit Agreement as in effect on the date hereof), (d)

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subordinate the Senior Debt in right of payment to any other indebtedness, (e) modify the Senior Credit Agreement (or a Refinancing Agreement in respect thereof) to change or add financial, operational or restrictive covenants, or events of default, or to shorten or eliminate existing cure periods respecting potential events of default, (f) impose any additional restrictions on the payment of the Subordinated Debt or (g) extend the final scheduled maturity date of the Senior Debt beyond a date that is later than the date that is 90 days prior to the scheduled maturity date of the Subordinated Debt.

3.2    Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no Subordinated Creditor shall, without the prior written consent of the Senior Agent (at the direction of the Required Senior Creditors) amend or modify the Subordinated Debt Documents to (a) increase the interest rate applicable to any component thereof that is required to be paid in cash by the Company by more than 3% over the interest rate applicable thereto that is required to be paid in cash by the Company on the date hereof except for increases provided for in the Subordinated Note Purchase Agreement as in effect on the date hereof, (b) change the date upon which payments of principal or interest on the Subordinated Debt are required to be paid to an earlier date, (c) increase principal prepayments or amortization payments, (d) amend any of the financial, operational or restrictive covenants or events of default set forth in the Subordinated Note Purchase Agreement to render such covenants or events of default more restrictive, or add any new financial, operational or restrictive covenants or events of default to those set forth in the Subordinated Note Purchase Agreement, (e) obtain any guaranties or credit support from any Person other than the Obligors, subject to the terms of this Agreement; provided that, any Person who guarantees the Senior Debt shall be permitted to guaranty the Subordinated Debt, subject to the subordination provisions and other terms of this Agreement, or (f) take any liens or security interests in any assets of any Obligor (other than judgment liens expressly permitted by this Agreement).

4.    Representations and Warranties.

4.1    Representations and Warranties of Subordinated Creditor. The Subordinated Creditor represents and warrants to the Senior Agent and the Senior Creditors that as of the date hereof: (a) the Subordinated Creditor has the capacity to enter into, execute, deliver and carry out the terms of this Agreement; (b) the execution of this Agreement by the Subordinated Creditor will not require any consent or approval which has not been obtained; (c) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles; and (d) the Subordinated Creditor is the sole owner, beneficially and of record, of the Subordinated Notes.

4.2    Representations and Warranties of Senior Agent. The Senior Agent hereby represents and warrants to the Subordinated Creditor that as of the date hereof: (a) the Senior Agent, on behalf of the Senior Creditors, has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action on behalf of itself and each of the Senior Creditors; (b) the execution of this Agreement by the Senior Agent, on behalf of the Senior Creditors, will not require any

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consent or approval which has not been obtained; and (c) this Agreement is the legal, valid and binding obligation of the Senior Agent, enforceable against the Senior Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.

5.    Subrogation.    Upon Payment in Full of the Senior Debt, the Subordinated Creditor shall be subrogated to the rights of the Senior Agent and the Senior Creditors to receive payments or distributions of assets of the Obligors made on the Senior Debt until the Subordinated Debt shall be Paid in Full, and, for the purposes of such subrogation, no payments to the Senior Agent or the Senior Creditors of any cash, property, stock or obligations to which the Subordinated Creditor would be entitled except for the provisions of Section 2 above shall, as between the Obligors, their creditors (other than the Senior Agent or the Senior Creditors) and the Subordinated Creditors, be deemed to be a payment by any Obligor to or on account of the Senior Debt.

6.    Modification. Any modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof, shall not be effective in any event unless the same is in writing and signed by the Senior Agent, the Subordinated Creditor and the Company, and then such modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. Any notice to or demand on any party hereto in any event not specifically required hereunder shall not entitle the party receiving such notice or demand to any other or further notice or demand in the same, similar or other circumstances unless specifically required hereunder.

7.    Further Assurances. Each party to this Agreement promptly will execute and deliver such further instruments and agreements and do such further acts and things as may be reasonably requested in writing by any other party hereto that may be necessary or desirable in order to effect fully the purposes of this Agreement.

8.    Notices. Unless otherwise provided in this Agreement, all notices or demands provided for hereunder shall be in writing (including by email). All such written notices shall be mailed or delivered to the applicable address or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

If to the Subordinated Creditor:

[                ]

If to Senior Agent or Senior Creditors:

[                ]

If to any Obligor:

[                ]

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or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section 8; provided, that the Subordinated Creditor shall not require notices be sent to more than five notice addressees under this Section 8. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four business days after deposit in the mails, postage prepaid; (C) if delivered by overnight courier, one business day after delivery to such courier and (D) if delivered by electronic mail, when delivered. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

9.    Successors and Assigns; Additional Obligors. This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and assigns of the Senior Agent, the Senior Creditors, Subordinated Creditors, and each Obligor. To the extent permitted under the Senior Credit Documents , Senior Creditors may, from time to time, without notice to the Subordinated Creditor, assign or transfer any or all of the Senior Debt or any interest therein to any Person (other than any Obligor or any of its Affiliates) and, notwithstanding any such assignment or transfer, or any subsequent assignment or transfer, the Senior Debt shall, subject to the terms hereof, be and remain Senior Debt for purposes of this Agreement, and every permitted assignee or transferee of any of the Senior Debt or of any interest therein shall, to the extent of the interest of such permitted assignee or transferee in the Senior Debt, be entitled to rely upon and be the third party beneficiary of the subordination provided under this Agreement and shall be entitled to enforce the terms and provisions hereof to the same extent as if such assignee or transferee were initially a party hereto. The Subordinated Creditor agrees that any party that provides Refinancing Debt may rely on and enforce this Agreement. The Subordinated Creditor further agrees that it will, at the request of the Senior Agent, enter into an agreement, in the form of this Agreement, mutatis mutandis, with the party that enters into a Refinancing Agreement provided that the failure of such Subordinated Creditor to execute such an agreement shall not affect such party’s right to rely on and enforce the terms of this Agreement. The Company agrees that it shall cause each Obligor that is not an original party to this Agreement to execute and deliver to the Senior Agent and the Subordinated Creditor an acknowledgement to this Agreement, in the form of Exhibit B, promptly upon becoming an Obligor.

10.    Relative Rights. This Agreement shall define the relative rights of the Senior Agent, the Senior Creditors and the Subordinated Creditors. Nothing in this Agreement shall (a) impair, as between the Obligors under the Senior Credit Documents and the Senior Agent and the Senior Creditors and as between the Obligors under the Subordinated Debt Documents and the Subordinated Creditors, the obligation of the Obligors with respect to the payment of the Senior Debt and the Subordinated Debt in accordance with their respective terms or (b) affect the relative rights of the Senior Agent, the Senior Creditors or the Subordinated Creditor with respect to any other creditors of the Obligors.

11.    Conflict. In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the Senior Credit Documents or the Subordinated Debt Documents, the provisions of this Agreement shall control and govern; provided that, notwithstanding the foregoing, for the avoidance of doubt, the failure of any

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Obligor to comply with the provisions of the Subordinated Note Purchase Agreement by reason of the operation of any provision of this Agreement shall not be construed as preventing the occurrence of a breach, “Default” and/or “Event of Default” under and as defined in the Subordinated Notes.

12.    Headings and Defined Terms. The section headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof. The meanings of defined terms used herein are equally applicable to the singular and plural forms of the defined terms.

13.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile or other electronic transmission shall be deemed to be effective delivery of an original signature hereto.

14.    Severability. In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement.

15.    Continuation of Subordination; Termination of Agreement. This Agreement and the obligations of the Subordinated Creditor hereunder shall remain in full force and effect until the Payment in Full of the Senior Debt after which this Agreement shall terminate without further action on the part of the parties hereto; provided that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any Senior Creditor or the Senior Agent (or any representative thereof) upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made, and any distribution received by such Subordinated Creditor with respect to the Subordinated Debt at any time after the date of the payment that is so recovered, whether pursuant to the right of subrogation provided for in this Agreement or otherwise, shall be subject to Section 2.4.

16.    Applicable Law. This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflicts of law principles.

17.    Consent to Jurisdiction. Each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto in any way relating to this Agreement or the transactions relating hereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or

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proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Senior Agent or any Senior Creditor may otherwise have to bring any action or proceeding relating to the enforcement of its security interests in any Collateral securing the Senior Debt against the Subordinated Creditor, or any Obligor or any of their respective properties in the courts of any applicable jurisdiction in which such Collateral is located. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to herein. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 8. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

18.    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

19.    No Third Party Beneficiaries. This Agreement is for the sole benefit of the Subordinated Creditors, the Senior Creditors and the Senior Agent. There are no third party beneficiaries except to the extent expressly provided by Section 9 hereof.

20.    Subordination Agreement. This Agreement shall constitute a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. This Agreement shall be applicable both before and after the filing of any petition by or against any Person under the Bankruptcy Code and shall be applicable both before and after the commencement of any other Insolvency Proceeding. The relative rights of the parties hereto, and the rights of such parties in or to Distributions shall continue after the filing of such petition, or the commencement of any other Insolvency Proceeding, on the same basis as prior thereto.

21.    Specific Performance. The Senior Agent and each of the Subordinated Creditor may demand specific performance of this Agreement, and each of the Subordinated Creditor and the Senior Agent waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action brought by any of the Subordinated Creditor or the Senior Agent, respectively.

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22.    Several Obligations of Subordinated Creditors, Etc. The rights and obligations of the Subordinated Creditor are several and not joint and several. No Subordinated Creditor shall be liable directly or indirectly, on account of any act or omission of any other Subordinated Creditor.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

SENIOR AGENT:

[WHITE OAK]

By

Name:

Title:

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SUBORDINATED CREDITOR:

JOHN MICHAEL LAWRIE

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ACKNOWLEDGED:

OBLIGORS:

ELECTRIQ POWER, INC.

By:

Name:

Title:

[SUBSIDIARIES]

By:

Name:

Title:

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Exhibit A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT (this “Joinder Agreement”) dated as of [                    ] is executed by the undersigned in connection with that certain Subordination and Intercreditor Agreement dated as of [            ], 2022 by and among the Senior Agent (as defined therein), and the Subordinated Creditor (as defined therein) (as amended, restated, supplemented or modified from time to time, the “Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Agreement.

Each signatory hereto is required to execute this Joinder Agreement pursuant to Section 2.6 of the Agreement.

In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each signatory hereby agrees as follows:

1. Each such signatory acknowledges receipt of the Agreement, assumes all the rights and obligations of a Subordinated Creditor under the Agreement and agrees that such signatory shall be bound as a Subordinated Creditor under the terms of the Agreement as if it had been an original signatory to the Agreement.

2. Each signatory hereby gives as of the date hereof the representation and warranties in Section 4.1 of the Agreement.

3. Each such signatory’s address for notices under the Agreement shall be as set forth beneath its signature hereto (or such other address as such signatory may designate in writing from time to time pursuant to and in accordance with Section 8 of the Agreement).

4. Each such signatory hereby waives notice of acceptance of this Joinder Agreement by the other parties to the Agreement.

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Exhibit B

FORM OF ACKNOWLEDGMENT AGREEMENT FOR ADDITIONAL OBLIGORS

This ACKNOWLEDGEMENT AGREEMENT (this “Acknowledgment Agreement”) dated as of [                    ] is executed by the undersigned in connection with that certain Subordination and Intercreditor Agreement dated as of [            ], 2022 by and among the Senior Agent (as defined therein), and the Subordinated Creditor (as defined therein) (as amended, restated, supplemented or modified from time to time, the “Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Agreement.

Each signatory hereto is required to execute this Joinder Agreement pursuant to Section 9 of the Agreement. In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each signatory hereby agrees as follows:

1. Each such signatory acknowledges receipt of the Agreement, assumes all the rights and obligations of an Obligor under the Agreement and agrees that such signatory shall be bound as an Obligor under the terms of the Agreement as if it had been an original signatory to the Agreement.

2. Each such signatory hereby waives notice of acceptance of this Acknowledgment Agreement by the other parties to the Agreement.

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EXHIBIT C

Form of Subordination Agreement

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SUBORDINATION AGREEMENT

This Subordination Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of [●], 2022, by and among EACH PERSON OR ENTITY SIGNATORY HERETO AS AN “INVESTOR”(each, an “Investor” and collectively, the “Investors”), JOHN MICHAEL LAWRIE (“Lawrie”) and WHITE OAK GLOBAL ADVISORS, LLC (in its capacity as administrative agent for the lenders, from time to time, party to the White Oak Loan Agreement (defined below) (“White Oak” and together with Lawrie, individually a “Senior Creditor” and collectively, the “Senior Creditors”).

Recitals

A.     ELECTRIQ POWER, INC., a Delaware corporation (“Borrower”), has requested and/or obtained certain loans or other credit accommodations from each Senior Creditor which are or may be from time to time secured by assets and property of Borrower.

B.     Each Investor has extended loans or other credit accommodations to Borrower, and/or may extend loans or other credit accommodations to Borrower from time to time.

C.     To induce each Senior Creditor to extend credit to Borrower and, at any time or from time to time, at such Senior Creditor’s option, to make such further loans, extensions of credit, or other accommodations to or for the account of Borrower, or to purchase or extend credit upon any instrument or writing in respect of which Borrower may be liable in any capacity, or to grant such renewals or extension of any such loan, extension of credit, purchase, or other accommodation as any Senior Creditor may deem advisable, each Investor is willing to subordinate: (i) all of Borrower’s indebtedness and obligations related thereto owing to such Investor (including, without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations), plus any dividends and/or distributions or other payments pursuant to call, put, or conversion features in connection with equity securities of Borrower issued to or held by such Investor, whether presently existing or arising in the future (the “Subordinated Debt”) to all of Borrower’s indebtedness and obligations owing to each Senior Creditor as set forth herein; and (ii) all of such Investor’s security interests, if any, to all of each Senior Creditor’s security interests in Borrower’s property or any other collateral securing the obligations owing to any Senior Creditor.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.     Each Investor subordinates to each Senior Creditor any security interest or lien that such Investor may have in any property of Borrower or in any stock or other equity interests of Borrower. Notwithstanding the respective dates of attachment or perfection of the security interests of Investor and the security interests of Senior Creditor, all now existing and hereafter arising security interests of Senior Creditor in any property of Borrower, or in any stock or other equity interests of Borrower and all proceeds thereof (the “Collateral”), shall at all times be senior to the security interests of such Investor and all other Investors. Each Investor hereby (a) acknowledges and consents to (i) Borrower granting to each Senior Creditor a security interest in the Collateral, (ii) each Senior Creditor filing any and all financing statements and other documents as deemed necessary by such Senior Creditor in order to perfect such Senior Creditor’s security interest in the Collateral, and (iii) the entering into of each of (A) that certain Securities Purchase Agreement dated as of [            ], 2022 (as amended, supplemented, restated or otherwise modified prior to the date hereof, the “SPA”), pursuant to which, among other things, the Borrower has agreed to issue and sell to Lawrie and, subject to the terms and conditions set forth in the SPA, Lawrie has agreed to purchase from the Borrower, (i) its Secured Convertible Note due [            ], 2024 in the original principal amount as set forth therein (including any notes issued in substitution therefor or in replacement thereof, as

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the same may be amended, restated, supplemented or otherwise modified from time to time, the “Initial Lawrie Note”) and (ii) the Borrower’s additional secured convertible note(s) (including any notes issued in substitution therefor or in replacement thereof, as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Subsequent Lawrie Note” and the Subsequent Lawrie Note, together with the Initial Lawrie Note, individually and collectively, the “Lawrie Note”), (B) all instruments, security agreements and other documents in connection with the Lawrie Note (together with the Lawrie Note, collectively, the “Lawrie Note Documents”),(C) that certain Loan and Security Agreement dated as of [            ], 2022 (as amended, restated, supplemented and otherwise modified, from time to time, the “White Oak Loan Agreement”), by and among Borrower, the affiliates of Borrower, from time to time party thereto, White Oak and the lenders, from time to time, party thereto, and (D) all instruments, security agreements and other documents in connection with the White Oak Loan Agreement (together with the White Oak Loan Agreement, collectively, the “White Oak Loan Documents” and together with the Lawrie Note Documents, collectively, the “Senior Loan Documents”), (b) acknowledges and agrees that the Senior Debt, the entering into of the White Oak Loan Agreement and all documents in connection therewith by Borrower, and the security interest granted by Borrower to Senior Creditor in the Collateral shall be permitted under the provisions of the Subordinated Debt documents (notwithstanding any provision of the Subordinated Debt documents to the contrary), (c) acknowledges, agrees and covenants that Investor shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of Senior Creditor’s security interest in the Collateral, or the validity, priority or enforceability of the Senior Debt (as defined below), and (d) acknowledges and agrees that the provisions of this Agreement will apply fully and unconditionally even in the event that any Senior Creditor’s security interest in the Collateral (or any portion thereof) shall be unperfected.

2.     Each Investor hereby acknowledges and agrees that all Subordinated Debt is hereby subordinated in right of payment to all obligations of Borrower to each Senior Creditor now existing or hereafter arising under the Senior Loan Documents (or any of them), including, without limitation, the Note Obligations (as defined in the Lawrie Note and the “Obligations” (as defined in the White Oak Loan Agreement), together with all costs of collecting such obligations (including attorneys’ fees) and all interest accruing after the commencement by or against Borrower of any bankruptcy, reorganization or similar proceeding (such obligations, collectively, the “Senior Debt”).

3.     Each Investor agrees that it will not demand or receive from Borrower (and Borrower will not pay to such Investor) all or any part of the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit or otherwise, nor will such Investor exercise any remedy with respect to any property of Borrower or with respect to any Collateral, nor will such Investor accelerate the Subordinated Debt, or commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against Borrower, until such time as (a) the Senior Debt has been fully paid in cash (or, in respect to the Lawrie Note, has been converted to stock in accordance with its terms), (b) each Senior Creditor has no commitment or obligation to lend any further funds to Borrower or to purchase additional indebtedness issued by Borrower, and (c) all financing agreements between each Senior Creditor and Borrower are terminated. Nothing in the foregoing paragraph shall prohibit any Investor from converting all or any part of the Subordinated Debt into equity securities of Borrower, provided that, if such securities have any call, put or other conversion features that would obligate Borrower to declare or pay dividends, make distributions, or otherwise pay any money or deliver any other securities or consideration to the holder, such Investor hereby agrees that Borrower may not declare, pay or make such dividends, distributions or other payments to such Investor, and such Investor shall not accept any such dividends, distributions or other payments except as may be permitted in all of the Senior Loan Documents. Notwithstanding the foregoing prohibition on Investors receiving (and Borrower paying) any of the Subordinated Debt, provided that no Default or Event of Default, each as defined in the Senior Loan Documents, including, without limitation, as a result of any violation of any minimum liquidity covenant, forward-looking liquidity requirement, or payment condition set forth therein, has occurred and is continuing nor would exist

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immediately after giving effect to such payment, each Investor (other than [O’Shanter Development Company in respect of the O’Shanter Development Company Convertible Note]¹) shall be entitled to receive payment of the entire principal amount outstanding, together with accrued interest due and payable thereon, with respect to such Investor’s portion of the Subordinated Debt on the applicable maturity date thereof.

4.     Each Investor shall promptly deliver to White Oak, in the form received (except for endorsement or assignment by such Investor where required by a Senior Creditor) for application to the Senior Debt in accordance with a separate intercreditor agreement between White Oak and Lawrie (the “Senior Creditor Subordination Agreement”) any payment, distribution, security or proceeds received by such Investor with respect to the Subordinated Debt in violation of the terms of this Agreement.

5.     In the event of Borrower’s insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, including, without limitation, any voluntary or involuntary bankruptcy, insolvency, receivership or other similar statutory or common law proceeding or arrangement involving Borrower, the readjustment of its liabilities, any assignment for the benefit of its Investors or any marshalling of its assets or liabilities (each, an “Insolvency Proceeding”), (a) this Agreement shall remain in full force and effect in accordance with Section 510(a) of the United States Bankruptcy Code, (b) the Collateral shall include, without limitation, all Collateral arising during or after any such Insolvency Proceeding, and (c) each Senior Creditor’s claims against Borrower and the estate of Borrower shall be paid in full before any payment is made to any Investor.

6.     Each Investor shall give each Senior Creditor prompt written notice of the occurrence of any default or event of default under any document, instrument or agreement evidencing or relating to the Subordinated Debt owing to such Investor, and shall, simultaneously with giving any notice of default to Borrower, provide each Senior Creditor with a copy of any notice of default given to Borrower. Each Investor acknowledges and agrees that any default or event of default under the Subordinated Debt documents shall automatically and without any further notice be deemed to be a default and an event of default under the Senior Debt documents.

7.     Until the Senior Debt has been fully paid in cash (or, in respect of the Lawrie Note, converted into stock in accordance with its terms) and each Senior Creditor’s agreements to lend any funds to Borrower or purchase additional indebtedness of Borrower have been terminated, such Investor irrevocably appoints each Senior Creditor as such Investor’s attorney-in-fact, and grants to each Senior Creditor a power of attorney with full power of substitution, in the name of such Investor or in the name of such Senior Creditor, for the use and benefit of the Senior Creditors, without notice to any Investor, to perform at such Senior Creditor’s option the following acts in any Insolvency Proceeding involving Borrower:

a) To file the appropriate claim or claims in respect of the Subordinated Debt on behalf of such Investor if Investor does not do so prior to 30 days before the expiration of the time to file claims in such Insolvency Proceeding and if such Senior Creditor elects, in its sole discretion, to file such claim or claims; and

b) To accept or reject any plan of reorganization or arrangement on behalf of such Investor and to otherwise vote such Investor’s claims in respect of any Subordinated Debt in any manner that such Senior Creditor deems appropriate for the enforcement of its rights hereunder.

¹  NTD: This will reference the actual note, once available.

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In addition to and without limiting the foregoing: (x) until the Senior Debt has been fully paid in cash (or, in respect of the Lawrie Note, converted into stock in accordance with its terms) and Senior Creditor’s agreements to lend any funds to Borrower or purchase additional indebtedness of Borrower have been terminated, each Investor hereby agrees that it shall not commence or join in any involuntary bankruptcy petition or similar judicial proceeding against Borrower, and (y) if an Insolvency Proceeding occurs: (i) such Investor shall not assert, without the prior written consent of each Senior Creditor, any claim, motion, objection or argument in respect of the Collateral in connection with any Insolvency Proceeding which could otherwise be asserted or raised in connection with such Insolvency Proceeding, including, without limitation, any claim, motion, objection or argument seeking adequate protection or relief from the automatic stay in respect of the Collateral, (ii) the Senior Creditors may consent to the use of cash collateral on such terms and conditions and in such amounts as they shall in good faith determine without seeking or obtaining the consent of any Investor as (if applicable) holder of an interest in the Collateral, (iii) if use of cash collateral by Borrower is consented to by the Senior Creditors, such Investor shall not oppose such use of cash collateral on the basis that such Investor’s interest in the Collateral (if any) is impaired by such use or inadequately protected by such use, or on any other ground, and (iv) such Investor shall not object to, or oppose, any sale or other disposition of any assets comprising all or part of the Collateral, free and clear of security interests, liens and claims of any party, including Investor, under Section 363 of the United States Bankruptcy Code or otherwise, on the basis that the interest of such Investor in the Collateral (if any) is impaired by such sale or inadequately protected as a result of such sale, or on any other ground (and, if requested by the Senior Creditors, such Investor shall affirmatively and promptly consent to such sale or disposition of such assets), if the Senior Creditors have consented to, or support, such sale or disposition of such assets.

8.     Each Investor represents and warrants that such Investor has provided each Senior Creditor with true and correct copies of all of the documents evidencing or relating to the Subordinated Debt owing to such Investor. Each Investor shall immediately affix a legend to the instruments evidencing the Subordinated Debt stating that the instruments are subject to the terms of this Agreement. Each Investor represents and warrants to the Senior Creditors that it has not accepted any Collateral in respect of the Subordinated Debt, the Subordinated Debt owing to it is and shall remain unsecured and that such Investor has not, and has not authorized the filing of, any financing statements against Borrower.

9.     No amendment of the documents evidencing or relating to the Subordinated Debt shall be made without the Senior Creditors’ expressed written consent. The Senior Creditors shall have the sole and exclusive right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of property of Borrower except in accordance with the terms of the Senior Debt.

10.     Each Investor hereby represents and warrants to the Senior Creditors that all necessary action on the part of such Investor, its officers, directors, partners, members and shareholders, as applicable, necessary for the authorization of this Agreement and the performance of all obligations of such Investor hereunder has been taken. Each Investor hereby represents and warrants to the Senior Creditors that this Agreement constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms. Each Investor hereby represents and warrants to the Senior Creditors that the execution, delivery and performance of and compliance with this Agreement by such Investor will not (a) result in any material violation or default of any term of any of such Investor’s charter, formation or other organizational documents (such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.), as applicable or (b) violate any material applicable law, rule or regulation.

11.     If, at any time after payment in full of the Senior Debt, any payments of the Senior Debt must be disgorged by any Senior Creditor for any reason (including, without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to

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all such disgorged payments as though such payments had not been made and Investor shall immediately pay over to such Senior Creditor all payments received with respect to the Subordinated Debt to the extent that such payments would have been prohibited hereunder. At any time and from time to time, without notice to any Investor, any Senior Creditor may take such actions with respect to the Senior Debt owing to such Senior Creditor as such Senior Creditor, in its sole discretion, may deem appropriate, including, without limitation, terminating advances to Borrower, increasing the principal amount, extending the time of payment, increasing applicable interest rates, renewing, compromising or otherwise amending the terms of any documents affecting such Senior Debt and any collateral securing such Senior Debt, and enforcing or failing to enforce any rights against Borrower or any other person. Investor waives the benefits, if any, of any statutory or common law rule that may permit a subordinating any Investor to assert any defenses of a surety or guarantor, or that may give the subordinating Investor the right to require a senior lender to marshal assets, and each Investor agrees that it shall not assert any such defenses or rights.

12.     This Agreement shall bind any successors or assignees of each Investor and shall benefit any successors or assigns of each Senior Creditor, provided, however, each Investor agrees that, prior and as conditions precedent to such Investor assigning all or any portion of the Subordinated Debt: (a) such Investor shall give each Senior Creditor prior written notice of such assignment, and (b) such successor or assignee, as applicable, shall execute a written agreement whereby such successor or assignee expressly agrees to assume and be bound by all terms and conditions of this Agreement with respect to such Investor. This Agreement shall remain effective until terminated in writing by each Senior Creditor, which each Senior Creditor agrees to do no later than five business days after that date the Senior Debt has been fully paid in cash (or, in respect of the Lawrie Note, converted into stock in accordance with its terms) and each Senior Creditor’s agreements to lend any funds to Borrower or purchase additional indebtedness of Borrower have been terminated. This Agreement is solely for the benefit of the Investors and Senior Creditors and not for the benefit of Borrower or any other party. Each Investor further agrees that if Borrower is in the process of refinancing any portion of the Senior Debt with a new lender, and if any Senior Creditor or the Borrower makes a request of such Investor, such Investor shall agree to enter into a new subordination agreement with the new lender on substantially the terms and conditions of this Agreement. In the event that one Senior Creditor no longer constitutes a Senior Creditor hereunder for any reason, including, without limitation, as a result of (a) such Senior Creditor’s Senior Debtor having been fully paid in cash (or, in respect to the Lawrie Note, being converted to securities in accordance with its terms), (b) such Senior Creditor having no commitment or obligation to lend any further funds to Borrower or to purchase additional indebtedness issued by Borrower, and (c) all financing agreements between such Senior Creditor and Borrower being terminated, such other Senior Creditor shall thereafter continue to have all rights and remedies of a Senior Creditor hereunder.

13.     Each Investor hereby agrees to execute such documents and/or take such further action as any Senior Creditor may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation, ratifications and confirmations of this Agreement from time to time hereafter, as and when requested by any Senior Creditor.

14.     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Each party hereto may execute this Agreement by electronic means and recognizes and accepts the use of electronic signatures and records by any other party hereto in connection with the execution and storage hereof.

15.     This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each Investor and each Senior Creditor submit to the exclusive jurisdiction of the state and federal courts located in state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the

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adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein. EACH INVESTOR AND EACH SENIOR CREDITOR WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.

16.     This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. Each Investor acknowledges and agrees and represents that it is not relying on any representations by any Senior Creditor or Borrower in entering into this Agreement, and such Investor has kept and will continue to keep itself fully apprised of the financial and other condition of Borrower. This Agreement may be amended only by written instrument signed by each Investor and each Senior Creditor

17.     This Agreement shall in no event be deemed to alter, restrict or otherwise modify, as between Lawrie and White Oak, the terms and conditions of the Senior Creditor Subordination Agreement. Any and all rights and obligations, as between Lawrie and White Oak, shall be solely governed by the terms and conditions of such Senior Creditor Subordination Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

“INVESTOR”

[                    ]

By:

Name:

Title:

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“SENIOR CREDITORS”

JOHN MICHAEL LAWRIE

By:

WHITE OAK GLOBAL ADVISORS, LLC

By:

Name:

Title:

C-9

The undersigned approves of the terms of this Agreement.

“BORROWER”

ELECTRIQ POWER, INC.

By:

Name:

Title:

C-10

EXHIBIT D

Payment Dates

Shareholder Noteholder	Payment Date
O’Shanter Development Company $5,000,000 Principal Note	$5,000,000 principal rolled will be over into Convertible Note with two-year maturity Accrued interest through Initial Closing. Funding will be paid on the Initial Closing.
Minett EQ Inc. $1,200,000 Principal Note	Payment of Principal and Accrued Interest on the Initial Closing
Minett EQ Inc. $1,000,000 Principal Note	Payment of Principal and Accrued Interest on 6/3/2023
Leo DelZotto $1,000,000 Principal Note	Payment of Principal and Accrued Interest on Initial Closing
Sandra DelZotto $1,000,000 Principal Note	Payment of Principal and Accrued Interest on Initial Closing
Keith T. White and Michelle White $1,400,000 Principal Note	Payment of Principal and Accrued Interest on 5/24/2003
SSD Farmcorp Limited $250,000 Principal Note	Payment of Principal and Accrued Interest on 6/3/2023
Astonbury Developments Limited $150,000 Principal Note	Payment of Principal and Accrued Interest on Initial Closing
GMS Capital Canada Ltd. $100,000 Principal Note	Payment of Principal and Accrued Interest on 6/7/2023
James H. Van Hoof, Jr. $100,000 Principal Note	Payment of Principal and Accrued Interest on Initial Closing

D-1

EX-99.1

Exhibit 99.1

U.S. Home Solar Battery Storage Solutions Provider Electriq Power to Merge with TLG Acquisition One Corp.

• Electriq Power Holdings Inc. will become a publicly listed company on NYSE under the new ticker symbol, “ELIQ”

• Transaction values Electriq Power at a pro forma pre-money equity value of $495 million

• Transaction is expected to provide up to $125 million in cash proceeds

• Builds on Electriq Power’s highly differentiated end-to-end home and small business energy storage and management solution

• Addresses a large and growing addressable market in the U.S., with residential solar energy growth currently at 17 percent annually

• Delivers on recent U.S. Federal government legislation, notably Inflation Reduction Act’s solar energy incentive provision, various tax incentives, and ESG imperatives

WEST PALM BEACH, Fla., Nov. 14, 2022 – Electriq Power (Electriq), a provider of intelligent energy storage and management for homes and small businesses, and TLG Acquisition One Corp. (NYSE: TLGA), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive merger agreement. Upon closing of the transaction, which is expected during the first half of 2023, the combined company will operate under the name Electriq Power Holdings Inc. and will be led by existing Electriq management with Mike Lawrie joining the board as Chairman. The transaction values Electriq at a pro forma pre-money equity value of $495 million, and the combined company plans to publicly trade on the NYSE under the symbol ELIQ.

Electriq, founded in 2014 in Silicon Valley, provides intelligent energy storage and management solutions for residential and small business use. In combination with rooftop solar, Electriq’s solutions provide always-available, low-cost clean energy, even during intermittent outages and inclement weather. The solutions are delivered via an innovative go-to-market model that makes solar plus storage easily accessible to all socio-economic groups, including low- and middle- income communities across the U.S. In addition to engagements with communities, from Santa Barbara and Parlier in California to Washington, D.C., and Puerto Rico, Electriq also has a broad range of industry partnerships, including a multi-billion-dollar global manufacturer, high-growth providers of turnkey microgrids, and residential solar companies.

Driven by the transition to residential solar energy, the addressable U.S. residential solar/energy storage market is large and thriving. Solar installs are forecast to grow at 17 percent per year, even before the potentially significant impact on the market of the rebates, tax credits and subsidies contained in the U.S. Federal Government’s recently enacted Inflation Reduction Act. In addition, the market is seeing accelerated attachment of energy storage to rooftop solar systems – expected to rise from 2 percent of installs in 2017 to nearly 30 percent in 2025. The combination of solar and energy storage delivers lower cost energy to homes and small businesses, provides reliable access to energy during power outages, and lessens dependence on fossil fuel-based generation.

“Electriq and TLGA together is a strategic combination for both companies, and consistent with TLGA’s continuing evaluation and pursuit of target companies,” said Mike Lawrie, Chief Executive Officer, TLGA. “Our proposed merger comes at the right time to address the rapidly growing demand in the residential solar energy storage market, technology development and innovation, consumer and provider demand, and government policy and environmental initiatives. We believe that together we can create exciting new opportunities and value for our people, customers, partners, and investors.”

“The Electriq team has achieved significant technology and customer milestones over the last two years, and we’re ready for the next step in our journey,” said Frank Magnotti, Chief Executive Officer, Electriq. “The success of our innovative residential energy storage and management platform, combined with the rapidly evolving energy ecosystem, promises exciting new growth and opportunities ahead—for our company, the evolving market, the environment, and society. We are proud of our progress and the communities we serve, and we look forward to our future with TLGA.”

Transaction Overview

The transaction values Electriq at a pro forma pre-money equity value of $495 million and is expected to provide Electriq with up to $125 million of capital to fund its growth through a combination of debt and equity. Electriq is in advanced discussions for up to $60 million of capital that includes an asset-backed revolving credit facility from a leading institutional investor, a personal convertible debt commitment of up to $8.5 million from TLGA CEO Mike Lawrie and other convertible debt to be raised before transaction close. Electriq intends to close and partially fund the revolving credit facility and the convertible debt from Mr. Lawrie before year end 2022. In addition, a meaningful number of shares will be placed into escrow to provide incentives for equity financing commitments. TLGA may also enter into a forward purchase agreement prior to transaction close to backstop redemptions for up to $100 million.

The boards of directors of both Electriq and TLGA have approved the proposed transaction, which is expected to be completed during the first half of 2023, subject to, among other things, approval by TLGA’s stockholders and satisfaction or waiver of the other conditions stated in the definitive documentation. Upon close of the transaction, Electriq’s existing shareholders will continue to own a majority of the merged company.

Additional information about the proposed transactions, including a copy of the business combination agreement, related ancillary agreements in connection with the proposed business combination, and an investor presentation, will be available in a Current Report on Form 8-K to be filed by TLGA with the Securities and Exchange Commission (SEC), which will be available on the SEC’s website at www.sec.gov.

Advisors

Truist Securities, Inc. is acting as financial advisor to TLG Acquisition One Corp and as structuring agent for the transaction. The Duff & Phelps Opinions practice of Kroll, LLC rendered a fairness opinion to TLGA. Gibson, Dunn & Crutcher LLP is acting as legal counsel to TLGA. Ellenoff Grossman & Schole LLP is acting as legal counsel to Electriq.

Webcast Details

A webcast of the presentation materials is available on NetRoadshow at 11:00 a.m. EST. www.netroadshow.com/event/TLG2022

Important Information About the Merger and Where to Find It

This communication relates to the Business Combination involving TLG and Electriq. This communication may be deemed to be solicitation material in respect of the Business Combination. The

Business Combination will be submitted to TLG’s stockholders for their consideration. In connection with the proposed merger, TLG intends to file with the SEC a registration statement on Form S-4 (the “Form S-4”) containing a registration statement/proxy statement (the “Registration Statement / Proxy Statement”) to be distributed to TLG’s stockholders in connection with TLG’s solicitation of proxies for the vote of TLG’s stockholders in connection with the proposed merger and other matters as described in such Registration Statement / Proxy Statement. The Registration Statement / Proxy Statement will also serve as the prospectus relating to the offer of the securities to be issued to Electriq’s stockholders in connection with the completion of the Business Combination. TLG also intends to file other relevant documents with the SEC regarding the Business Combination. The definitive Registration Statement / Proxy Statement will be mailed to TLG’s stockholders when available. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS COMBINATION, INVESTORS AND STOCKHOLDERS OF TLG AND INVESTORS AND STOCKHOLDERS OF ELECTRIQ AND OTHER INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE REGISTRATION STATEMENT / PROXY STATEMENT REGARDING THE BUSINESS COMBINATION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

The Registration Statement / Proxy Statement, any amendments or supplements thereto and other relevant materials, and any other documents filed by TLG with the SEC, may be obtained once such documents are filed with the SEC free of charge at the SEC’s website at www.sec.gov or free of charge from TLG at https://tlgacquisitions.com/investor-relations/default.aspx or by directing a written request to TLG at 515 North Flagler Drive, Suite 520, West Palm Beach, FL 33401.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

TLG, Electriq and certain of their respective executive officers, directors, other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed merger. Information regarding TLG’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 25, 2022 (the “Annual Report”). To the extent that holdings of TLG’s securities have changed from the amounts reported in the Annual Report, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge from the sources indicated above. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4, the Registration Statement / Proxy Statement and other relevant materials relating to the proposed merger to be filed with the SEC when they become available. Stockholders and other investors should read the Registration Statement / Proxy Statement carefully when it becomes available before making any voting or investment decisions.

Forward-Looking Statements

This press release (“Press Release”) includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “scheduled,” “seek,” “should,” “will,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on the beliefs and assumptions of the management of TLG and Electriq. Although TLG and Electriq believe that their respective plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, neither TLG nor Electriq can assure you that either will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements contained in this Press Release include, but are not limited to, statements about the ability of TLG and Electriq prior to the Business Combination, and New Electriq following the Business Combination, to: execute their business strategy, including expansions in new geographies; meet the closing conditions to the Business Combination, including approval by stockholders of TLG and Electriq on the expected terms and schedule; realize the benefits expected from the proposed Business Combination; continue to develop new energy storage systems and software-enabled services to meet constantly evolving customer demands; develop, design, and sell products and services that are differentiated from those of competitors; anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions; manage risks associated with operational changes in response to the COVID-19 pandemic; minimize supply chain risks by diversifying the sources of key product components while maintaining component acquisition costs; attract, train, and retain effective directors, officers and key technical and sales personnel; enhance future operating and financial results; comply with laws applicable to their business, including environmental, health and safety regulations and policies; stay abreast of modified or new laws and regulations applicable to their business, including any changes in technician qualification requirements or data and privacy regulation; anticipate the impact of, and respond to, new accounting standards; anticipate the significance and timing of contractual obligations; respond to the failure of customers and partners to comply with contractual obligations; manage operational risks associated with construction, utility interconnection and installation permitting; respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; deliver on contractual commitments with existing customers and convert non-binding letters of intent into binding agreements; maintain key strategic relationships with partners and customers; acquire new customers; respond to uncertainties associated with product and service development and market acceptance and adoption of solar and energy storage systems; successfully defend litigation; upgrade and maintain information technology systems; access, collect, and use personal data about consumers; protect proprietary software and enforce intellectual property rights; anticipate rapid technological changes in the energy storage industry; meet future liquidity requirements and comply with any applicable restrictive covenants related to indebtedness; maintain the listing on, or the delisting of TLG’s or New Electriq’s securities from, the NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the Business Combination; effectively respond to general economic and business conditions; obtain additional capital, including use of the debt market and third-party project financing, on acceptable terms; successfully deploy the proceeds from the Business Combination; and those factors discussed in documents of TLG filed, or to be filed, with the SEC.

Contacts

Media enquiries for TLGA – email mail@tlgacquisitions.com

Media enquiries for Electriq – email ir@electriqpower.com

EX-99.2

Exhibit 99.2

ELECTRIQ POWER Investor Presentation November 14, 2022 T | L | G TLG Acquisition One Corp

Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the “Presentation”) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “Electriq” or the “Company”) with respect to the proposed business combination (the “Business Combination”) between the Company and TLG Acquisition One Corp. (“SPAC”) for informational purposes only. The information in this Presentation is not complete, comprehensive, or exhaustive and remains subject to change. This Presentation is not an offer to sell securities, is not soliciting an offer to buy securities, or make an investment, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Presentation does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is given as to the accuracy or completeness of the information in this presentation. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally during this Presentation is confidential, that you will not distribute, reproduce, disclose or use such information for any purpose other than for the purpose of evaluating your firm’s participation in the potential financing, that you will not distribute, reproduce, disclose or use such information in any way detrimental to SPAC or the Company, and that you will return to SPAC and the Company, delete or destroy this Presentation upon request. Further, by accepting this Presentation, the recipient agrees to maintain all such information in strict confidence, including in strict accordance with any other contractual obligations applicable to the recipient and all applicable laws, until such information becomes publicly available not as a result of any breach of such confidentiality obligation. You are also being advised that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. The information contained herein does not purport to be all-inclusive and neither the SPAC nor the Company or any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. This information is not intended as the basis of any investment decision and may not contain all of the information that a recipient may desire, and each recipient should perform its own independent investigation and analysis with respect to any investment decision. None of the Company, the SPAC or any other person are providing you with any legal, business, tax or other advice, and you should consult with your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information contained herein to make any investment decision. The recipient shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making its investment decision in connection with the Business Combination. In the event that any portion of this Presentation is inconsistent with or contrary to any of the terms of the definitive purchase agreement entered into in connection with the Proposed Transaction or an investment in securities in connection therewith, the definitive agreement shall control. To the fullest extent permitted by law, in no circumstances will SPAC, the Company or any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of SPAC, proposed Business Combination. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Forward-Looking Statements Certain statements in this Presentation may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Presentation are forward-looking statements, including statements concerning the Company’s expected capital needs, cash runway and use of proceeds. Forward-looking statements herein generally relate to future events or the future financial or operating performance of SPAC, the Company or the combined company expected to result from the Business Combination (the “Combined Company”). For example, projections of future financial performance of the Company or the Combined Company, the Combined Company’s business plan, other projections concerning key performance metrics, the proceeds of the Business Combination and the Combined Company’s expected cash runway, the potential effects of the Business Combination on SPAC and the Combined Company, the satisfaction of closing conditions to the Business Combination and the timing of completion of the Business Combination, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “ should,” “ expect,” “ intend,” “ will,” “estimate,” “ anticipate,” “ believe,” “ predict,” “project,” “target,” “budget,” “forecast,” “could,” “continue,” “plan,” or “potentially” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are based on beliefs and assumptions and on information currently available to management of the Company and are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by SPAC, the Company and its management, as the case may be, are inherently uncertain and subject to material change. There can be no assurance that future developments affecting the Company will be those that it has anticipated. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risk and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors Summary” in the Presentation. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of SPAC and the Company described above. Neither SPAC nor the Company undertakes any duty to update these forward-looking statements. In addition, no responsibility, liability or duty of care is or will be accepted by the SPAC, the Company or any other person for updating or revising this Presentation or providing any additional information to any recipient and any such liability is expressly disclaimed. 2

Confidentiality and Disclaimer (Cont’d) Use of Projections This Presentation contains projected financial information with respect to the Company. Such projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be relied upon as being predictive of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in such prospective financial information, including without limitation, assumptions regarding SPAC’s and the Company’s ability to consummate the Business Combination, the failure of which to materialize could cause actual results to differ materially from those contained in the prospective financial information. SPAC and the Company cautions that their assumptions may not materialize and that current economic conditions render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. See the section above titled “Forward-Looking Statements”. While all financial projections, estimates and targets are necessarily speculative, SPAC and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the Combined Company after the Business Combination or that actual results will not differ materially from those presented in the prospective financial information. The inclusion of financial forecast information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Neither SPAC’s nor the Company’s independent auditors registered public accounting firms have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation or any other purpose, and accordingly, none of such independent auditors registered public accounting firms has expressed any opinion or provided any other form of assurance with respect to such projections. No Offer or Solicitation This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any private offering of securities in connection with the Business Combination (the “Securities”) will not be registered under the Securities Act of 1933, as amended (“Securities Act”), and will be offered as a private placement to a limited number of “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” (within the meaning of Rule 501(a) under the Securities Act). Accordingly, until registered for resale, the Securities must continue to be held until a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption from registration under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither the Company nor SPAC is making an offer of the Securities in any state or jurisdiction where the offer is not permitted. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Industry and Market Data Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Company’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the reasonableness, accuracy or reliability of such assumptions or the accuracy or completeness of any projections or modeling or any other information contained herein. Any comparison of the Company to the industry or to any of its competitors is based on this publicly available information and statistics and such comparisons assume the reliability of the information available to the Company. The Company obtained this information and statistics from third-party sources, including reports by market research firms and company filings. Finally, while the Company believes its research is reliable, such research has not been verified by any independent source and none of the Company, nor any of its affiliates nor any of its control persons, officers, directors, employees or representatives make any representation or warranty with respect to the accuracy of such information, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM © or ® symbols, but SPAC and the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. No Relationship or Joint Venture Nothing contained in this Presentation will be deemed or construed to create the relationship of partnership, association, principal and agent or joint venture. 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Confidentiality and Disclaimer (Cont’d) This Presentation is not a substitute for the registration statement or for any other document that the SPAC may file with the SEC in connection with the Potential Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by the SPAC, when they become available, through the website maintained by the SEC at http:// www.sec.gov. CONFIDENTIALITY NOTICE This Presentation is intended exclusively for the individual or entity to which it is addressed. This Presentation and the accompanying communication may contain information that is proprietary, privileged, confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately either or reply to this e-mail and delete all copies of this message. 4

TLG Acquisition One Corp. Overview $400mm publicly listed SPAC led by a team of public company operators and domain experts committed to an active partnership with merger partner to drive long-term value Company Overview Ticker: NYSE: TLGA $400mm IPO: 40 million units issued in IPO; 40 million shares of common stock (not including founder shares) currently outstanding(1) Distinguished Board of Directors with deep domain and operating expertise across tech sectors TLG’s Differentiated Value Proposition Officers / Directors have decades of public company operating, governance, acquisition and integration experience Technology industry veterans with deep domain expertise and a track-record of operating and investing experience Reputation for driving long-term operational success through macroeconomic cycles Extensive network of relationships to deliver additional capital and facilitate consummation of a business combination Executive Overview Michael Lawrie; Founder and CEO Business & technology leader, strategist and change agent Former CEO of three public companies – DXC Technology Company (NYSE:DXC), Misys plc and Siebel Systems Inc. David Johnson; CFO and Director Corporate strategist & expert in M&A and related integration Former Senior Advisor to & Senior Managing Director at the Blackstone Group 1. Certain investors have exercised their rights to separate their units into shares of Class A Common Stock and warrants. 5

Table of Contents 1. Introduction: Michael Lawrie and Frank Magnotti 2. Addressable Market & Strategy: Frank Magnotti 3. Differentiated Solution: Jim Van Hoof 4. Financials and Valuation: Jim Van Hoof 5. Summary: Michael Lawrie 6

Presenters Frank Magnotti CEO, Electriq Founded Comverge, a pioneer of virtual power plant and virtual peaking capacity contracts with utilities and ISO’s 6 GW of demand response to ~5mm homes General manager of utility solutions at AT&T and program manager at Bell Labs Jim Van Hoof COO, Electriq Joined Electriq after working as CFO for Ionic Materials, a developer seeking breakthrough innovation in battery materials Former VP of Growth & Innovation at Hubbell Incorporated, Chief Tax Officer for Bunge and VP and CFO for UTC Power Michael Lawrie Founder and CEO, The Lawrie Group Business & technology leader, strategist and change agent Former CEO of three public companies – DXC Technology Company (NYSE:DXC), Misys plc and Siebel Systems Inc. 7

ELECTRIQ POWER 1. Introduction

Electriq Company Overview Electriq Power (“Electriq”, or the “Company”) is a provider of intelligent energy storage and management solutions for the residential and small business markets. The company combines hardware and software integrated energy storage into one offering that provides reliability and ease of use at an attractive end-point price to the customer E P We passionately believe in distributed energy storage solutions to shape our world’s environmental and economic future Electriq’s solutions • Achieve society’s energy requirement into the future • Integrate energy storage solutions across geographies • Enable access to clean energy storage for all Founded in 2014 in Silicon Valley • Capital-light and people-light strategy with ~650 trained installers at ~400 installation companies nationwide • Deployments in the U.S., Canada and Puerto Rico $133mm of projected revenue in 2023(1), positive projected Adjusted EBITDA in 2023 Backed by sustainable investors focused on transformative technologies 1. See assumptions on page 38. 9

Where Electriq Fits in the Energy Ecosystem CLOUD Data CLOUD ELECTRIQ POWER Data CLOUD CLOUD CLOUD Power Generating Assets / Grid Data is shared with utilities to offload power and remove stress from the grid Utilizes OpenADR solutions to communicate with installed products Electriq Grid Services (Virtual Power Plant) Electriq Fleet Management Software Data Network Operating Center (NOC) Cloud technology transmits data between the end user and NOC for data monitoring and user management Designed to enable optimized fleet management and remove strain on the grid Electriq PowerPod 2 (including consumer and installation software) End User End-users with and without installed solar PV can benefit from Electriq battery storage for power resiliency and cost savings System designed to deliver backup, self-supply and time-of-use options allows end users to reduce energy costs through efficient use of storage 10

Company Track Record and Impact Select Customers City of Parlier CUC You’ve got the power 2015 - 2019 Beta EP system is deployed IQ ESS launches Accepted into Powerhouse Accelerator Frank Magnotti steps in as CEO PowerPod 1 launches Greensoil Investment infuses series seed capital 2020 Electriq announces additional equity raise Announces LFP ESS (PowerPod 2) Adds to SunGage and Sunlight Financial Electriq becomes Open ADR 2.0 certified Electriq acquires LillyPad & Emergent Microgrid Electriq chosen for Marin Clean Energy ESS program 2021 PowerPod 2 launches with UL9540 Secures Sustainable Communities Network deal in Parlier, CA Signed or in-negotiation to secure ~160 MWh of full battery system supply and ~140 MWh of battery cells Signs 3-year white label agreement Opens Florida facility and moves to larger facility in San Leandro, CA 2022 Access TAB MoU signed in April and announced in May for solar and battery installations in the DC area Barrio Electrico MoU signed in March and announced in June for residential solar and battery systems in Puerto Rico Letter of Intent signed in May with New Channel Partner, one of the largest private owners of residential energy resources in North America Secured purchase orders from major white label partner that provide visibility for 2023 white label revenue Negotiating with a third party financier for residential and commercial solar / storage projects for $300mm of project financing(1) Benefits to Grid and Society Power Resiliency Superior energy storage offering to offset power interruptions and ease the grid’s capacity Socially Responsible Intended to be affordably priced to democratize access to reliable energy storage systems Cost Savings Cost savings against peak power rates Eco-Friendly Solar + storage enabled by PowerPod 2 greatly reduces homeowner’s emissions and carbon footprint while also improving their energy efficiency 1. Electriq is negotiating with a third party financier for residential and commercial solar / storage projects; Definitive agreements are pending. 11

ELECTRIQ POWER 2. Addressable Market & Strategy

U.S. Residential Solar / Battery Storage Market & Electriq Market Share Residential solar installs are growing rapidly in the U.S., with annual installed capacity forecasted to grow at ~15% which implies a more than 40%(1) CAGR from 2023-2025 for Electriq’s market share U.S. Residential Solar Installed Capacity (GW) 2022-230 CAGR: 15% 20.0 24.5 28.9 33.4 37.7 43.3 49.7 56.4 63.2 70.7 78.7 2022A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Total U.S. Battery Storage Unit Installs (000s) 2022 new battery attachment rate of 21%(2), with 2%-4% annual increase thereafter(3) Retrofit annual attachment rate of 1%(4) New Battery Storage Unit Installs Retrofit Battery Storage Unit Installs 2023-2025 CAGR: 21% 193 54 139 225 60 166 241 64 177 332 71 261 New Install 2022E 21% 2023E 24% 2024E 27% 2025E 30% Electriq Implied Battery Unit Volumes 2022 and 2023 unit volumes and implied market share based on existing customer agreements(5) Hypothetical alternatives, assuming Electriq’s market share grows 0.5%-1.5% per year thereafter Market Share Growth Case: 0.5% 1.0% 1.5% 23-25 CAGR 2,115 6,111 7,753 8,959 10,165 12,316 15,632 18,949 76% 60% 42% Market Share(6) 2022E 2023E 2024E 2025E 1.1% 2.7% 3.2% 3.7% 1.1% 2.7% 3.7% 4.7% 1.1% 2.7% 4.2% 5.7% Source: Bloomberg New Energy Finance (“BNEF”), Sunrun, SunPower and Sunnova company presentations and filings, Lawrence Berkeley National Laboratory. 1. 40% CAGR based on 0.5% Market Share Growth Case. 2. Based on average of Q1 2022 and Q2 2022 attachment rates per Sunrun, SunPower and Sunnova public filings. 3. Figures in charts represent midpoint of assumption ranges. 4. Based on Electriq management estimate. 5. Assumes a portion of targets in master agreement with Santa Barbara and MOUs / LOIs with City of Parlier, New Channel Partner, Access TAB and Barrio Electrico and purchase orders with major white label partner are delivered. 6. Based on total anticipated U.S. battery storage unit installs; 2024E and 2025E market share percentages are based on the variable Market Share Growth Cases (0.5%/1.0%/1.5% being added each year). 13

Regulatory Support of Energy Storage Strong and growing federal and state support for solar and storage industry, buoyed by recent Inflation Reduction Act legislation Federal Support(1) At the federal level, President Biden signed into law the Inflation Reduction Act on August 16, 2022, which includes $369 billion for Climate Change and Energy Security, including tax credits and grants to make homes energy efficient: 30% ITC restored for solar and storage projects 10 years Extension of full PTC / ITC (or the equivalent) values to at least 2032 Stand Alone Storage Introduction of ITC for stand-alone storage installs for first time, a jolt to the retrofit market Up to 20% Bonus ITC for development in certain low-income communities Industry Reactions “This law will put millions more Americans to work, ensure clean, renewable and reliable domestic energy is powering every American home, and save American consumers money.” – Heather Zichal, CEO, American Clean Power Association “[The law] features long-term investments in clean energy and new incentives for energy storage, which give solar and storage businesses a stable policy environment and the certainty they need to deploy clean energy…” – Abigail Ross Hooper, CEO, Solar Energy Industries Association Energy Storage Targets by State(2) California(3) 1.3 GW by 2024 Nevada 1 GW by 2030 New York(4) 6 GW by 2030 Maine 400 MW by 2030 Massachusetts 1 GWh by 2025 Connecticut 1 GW by 2030 New Jersey 2 GW by 2030 Virginia 3.1 GW by 2035 Select Utilities Offering Customers Storage Incentives: Hawaiian Electric nationalgrid NV Energy EVERSURCE ENERGY GREEN MOUNTAIN POWER 1. Senate Democrat’s Summary: The Inflation Reduction Act of 2022, SEIA Inflation Reduction Act Summary Report. 2. Energy Storage Targets by State, excluding those for California and New York, from Energy Storage Association’s Clean Energy Legislative Academy presentation in July 2021. 3. California Public Utilities Commission Energy Storage Overview. 4. Governor Kathy Hochul’s January 5th, 2022 State of the State address. 14

Go-to-Market Strategy Electriq has developed three go-to-market strategies to capture its large addressable market Customer Overview White Label / Distributors Strategic partners with established B2C distribution channels for residential energy solutions Energy storage complementary to existing offerings (e.g. generators / backup) Microgrid Microgrid providers and homebuilders Focusing on clean installation and affordable price point Modular design intended to fit a wide range of homes Sustainable Communities Network Residential customers in municipalities and townships Drives immediate savings for consumers and acceleration of renewable target goals for municipalities Focus on under-resourced communities Major white label partner ced greentech access tab barrio electric New Channel Partner City of Parlier Anticipated Unit Economics ~$9,500 Unit Price ~8% 2023 Gross Margin ~$11,000 Unit Price ~28% 2023 Gross Margin ~$40,000 Unit Price ~30% 2023 Gross Margin Projected 2023 Revenue / Gross Profit Mix(1) White Label 2023 Unit Volume: 1,596 ‘23 Revenue $15mm 11% ‘23 Gross Profit $1mm 3% Microgrid 2023 Unit Volume: 2,295 ‘23 Revenue $29mm 22% ‘23 Gross Profit $8mm 23% Sustainable Communities Network 2023 Unit Volume: 2,220 ‘23 Revenue $89mm 67% ‘23 Gross Profit $26mm 74% 1.See assumptions on page 38. 15

White Label Case Study Overview Major white label partner is a leading provider of residential energy solutions including backup generators, with a global presence Electriq executed a long-term white label agreement with white label third party in March 2021 to deliver residential battery units Under the agreement, the white label third party is committed to purchase a minimum number of battery units from Electriq and market them to its residential customers through its distribution channels Key Terms of Agreement Three-year initial term (March 2024) with automatic extension indefinitely until terminated The white label third party to provide a forecast of units at periodic intervals, and is contractually bound to purchase 100% of first 3 months of forecast, and at least 80% and up to 200% of next 3 months of forecast The white label third party to provide Tier 1 & 2 customer support; Electriq to provide Tier 3 support only for 10 years after install Exclusivity: The white label third party to exclusively sell Electriq energy storage products in North America and Electriq will not sell its products to certain covered competitors, assuming the white label third party meets minimum volume commitments White Labeled Product Delivered and Backlog Units(1) First shipment of Electriq solution delivered to white label third party in the first week of October 2021 1,038 units delivered through Q2 2022 with purchase orders for an additional 6,212 units remaining Revenue: $10mm Units Delivered: 1,038 Total Purchase Orders Signed: $70mm 7,250 Units Backlog Delivered Backlog: $60mm Units: 6,212 1.The projections in this presentation assume that $25mm of the $60mm remaining backlog will be delivered from July 2022-December 2023. 16

Microgrid Case Studies ~$30mm of revenue expected through 2023(1) Customer Overview Agreement Engagement Model and Volumes Access tab Minority-owned business developing real estate and solar projects across the Washington, DC area Memorandum of Understanding signed in Apr. 2022 for solar and battery storage installations in the Washington, D.C. area Electriq and Access will collaborate to establish the ecosystem that will own, market, sell, install, operate and maintain rooftop solar panels on commercial and residential buildings along with home battery systems Projects initially targeting home battery and rooftop solar installations in ~1,000 or more locations within a 24-month period(2) New Channel Partner has launched an energy storage program to offer residential energy storage systems to its portfolio of over 50,000 owned and 80,000 managed and maintained solar systems Largest private owner and operator of residential distributed energy resources in North America Master Installation Agreement signed in September 2022 New Channel Partner The current forecast is 50 batteries for 2022 and 375 for 2023 across portfolio(2) Barrio Electrico Nonprofit that develops and operates residential solar systems in Puerto Rico Memorandum of Understanding signed in Mar. 2022 Committed financing for 300 systems and business plan to install ~1,000 residential solar systems by Q2 2023 and up to 1,600, subject to availability of investment funds –includes expectation to use Electriq’sPowerPod 2 i n those systems For every $1 of battery revenue Electriqreceives in Microgrids, it receives another ~$0.15 of other upfront revenue (installation & development fees) and an additional ~$0.35 of high margin software, services and Virtual Power Plant revenue over time. Solution Gross Margin Upfront -PowerPod 2, Installation & Development ~28% Longer Term Target - Fleet Management Software and Virtual Power Plant ~50%-90% 1.Assumes a portion of targets in the MOUs / LOIs with Access TAB, New Channel Partner and Barrio Electrico are delivered. 2.Delivery of products under this relationship is dependent on negotiation and execution of definitive agreements. 17

Sustainable Communities Network Case Study: City of Parlier City of Parlier Electriq’s goal is to create partnerships with municipalities to provide sustainable and resilient solar microgrids to historically under-resourced communities Designed for Success Across the Program Municipality Wins Offers their constituents discount to current utility rates Gains revenue stream without any out-of-pocket expense Promotes renewable energy, contributing to California’s goals Homeowner Wins Solar and battery storage at no upfront costs Customer savings of 15%+ from comparable utility rates Gains backup system in the event of a grid outage 20-year+ PPA helps to establish a predictable energy price Project Finance Investor Wins Designed to provide recurring, stable cashflows over 20+ years Tax credit advantages: Federal ITC, accelerated depreciation Desirable risk-adjusted returns Electriq Wins Acts as developer for municipal projects Deploys energy storage systems in geographic concentrations Retains rights to use batteries for demand response (VPP) Recurring revenue for fleet management services and software For every $1 of battery revenue Electriq receives in Sustainable Communities Network, it receives another ~$2 of other upfront revenue (solar, installation & development fees) and an additional ~$1 of high margin software, services and Virtual Power Plant revenue over time Solution Gross Margin Upfront - PowerPod 2, Solar, Installation & Development ~30% Longer Term Target -Fleet Management Software and Virtual Power Plant ~ 50% - 90% Source: Company materials. 18

Sustainable Communities Network: Major Opportunity in California Addressable Market of over $6.0 billion(1) Totals Addressable Market: 3,036k Anticipated Home Signup: 5.0% Anticipated Home Signup #: 151,803 Resulting Revenue: $6,072mm Greater San Joaquin (PGE) Addressable Market: 695k Anticipated Home Signup: 5.0% Anticipated Home Signup #: 34,733 Resulting Revenue: $1,389mm San Diego County (SDGE) Addressable Market: 565k Anticipated Home Signup: 5.0% Anticipated Home Signup #: 28,268 Resulting Revenue: $1,131mm Sierra Foothills (PGE) Addressable Market: 142k Anticipated Home Signup: 5.0% Anticipated Home Signup #: 7,103 Resulting Revenue: $284mm Central CA Counties (SCE) Addressable Market: 1,559k Anticipated Home Signup: 5.0% Anticipated Home Signup #: 77,949 Resulting Revenue: $3,118mm Imperial Irrigation District Addressable Market: 75k Anticipated Home Signup: 5.0% Anticipated Home Signup #: 3,750 Resulting Revenue: $150mm 1 Addressable Market within High- Probability Communities(2) Santa Barbara(3) 74,000 homes Buena Park 12,000 homes Goleta 5,800 homes Coalinga 2,300 homes Addressable Market represents number of households (per Census.gov) x 50% owner-occupied rate; Revenue assumes $40,000 per home signup. 2 High-probability communities are those in which the Company has had discussions with City Council and community staff members and are in various stages of discussions and negotiations. Santa Barbara County master agreement has been executed. 19

Electriq power 3. Differentiated Solution 20

Electriq’s Solutions / Product Offerings PowerPod2 Rechargeable home battery and home energy management solution Stores energy from solar or the grid Uses stored energy to lower energy costs and provide backup power Modular design to fit any size home Fleet Management Software Analytics and insights on energy production, consumption and storage data Smart home energy monitoring tools for homeowners Simplified installation and system verification Proprietary algorithms use factors such as historic usage patterns, solar production, utility rates and seek to optimize forecasting Grid Services (Virtual Power Plant) Automated demand response solutions to reduce implementation costs and improve interoperability OpenADR for access to any Automated Demand Response program PowerADR for aggregation of fleet storage systems Dense geographic deployments boost the transmission & distribution benefits for Virtual Power Plants 21

Electriq’s Differentiated Technology Solution Cloud Enabled Software Platform Embracing industry standards like Open Automated Demand Response (Open ADR) is designed to ensure seamless, secure and reliable integration with a variety of grid services partners Allows Electriq the ability to monetize and broker storage assets for grid services / Virtual Power Plants Allows customers to switch between energy arbitrage, backup power and self-supply modes automatically to achieve personal goals Cloud telemetry and control supports increased security as well as additional potential forward integrations into smart cars, smart homes and cooperative exchanges System designed to continue to operate autonomously and safely based upon “last strategy” if / when cloud software platform becomes unavailable Exclusive use of cloud services enables more reliable availability (no company data centers) Multiple safeguards, including solar control, are designed to protect the system from overloads Can be integrated with fuel generators and fuel cells to efficiently manage fuel consumption, reduce noise and extend useful life Available in Both AC & DC Formats Excellent fit for combined solar + storage installations (DC) as well as retrofitting existing homes with solar to include battery storage (AC) Ease of Installation Wide range of inverters, switches and batteries due to open hardware agnostic architecture UL 9540 certification for “factory-in-the-field” installation Shipped on a modular basis, simplifying installation for trained technicians Indoor or Outdoor Application Certified NEMA 3R for weather-resistant outdoor installation Dual-band Connectivity State-of-the-art cellular Internet of Things (IoT) connectivity out of the box designed to enable simpler installation and provides basis for providing grid services Service Level Agreements (SLAs) 4G LTE, Wi-Fi and Ethernet capabilities provide extensive communications redundancy 22

Installation Differentiation Electriq is UL certified for factory in the field and recommended by installers for its safety and user friendly interface UL 9540 Certification UL 9540A Test Method was developed to address safety concerns identified by the building codes and the fire service in the United States Addresses the following: – BESS installation instructions – Installation ventilation requirements – Effectiveness of fire protection (internal or external) – Fire service strategy and tactics PowerPod 2 certification – Passed UL 9540A test; fully certified for battery fire safety Quick Installation PowerPod 2 is believed to be the first residential energy storage system with UL 9540 certification where the “factory is in the field” PowerPod 2’s modular design and our installation app provide for an overall efficient installation: – Only requires one installer – Delivered with skid for easy assembly – Electriq PowerTools phone app provides step-by-step instructions to guide the installer and customer through the installation process Source: Company website and UL. 23

Electriq’s Near-Term Technology Enhancements Hub-of-the-Home Acts as a Hub-of-the-Home – standing between utility and homeowner and helping both manage power costs and consumption Integrates with existing smart appliances and home management solutions (e.g. Google Home, Alexa), including EVs Allows Electriq the ability to monetize storage assets for grid services / Virtual Power Plants Addresses growing duck curve challenges in California Enhancements to Fleet Management Software Fleet management that will provide features such as forecast of future capacity, weather overlay, KPIs, advance alert system, among others Will be available to customers in different pricing tiers and service levels Local demand forecasts, rate tables and battery capacity forecasts for grid providers Single Space Saving Enclosure The future redesigned enclosure will allow Electriq to fit more battery modules in a single enclosure resulting in cost reduction and 37% wall space savings Removes the need for battery harness extensions and conduits to add-on boxes Strong relationship with both battery suppliers (CATL / Zhongeng and Topband) to produce battery packs to fit in the redesigned enclosures Integrated Cellular + Ethernet Connectivity Introducing a new eSIM which automatically switches between the 3 largest operators(1) to access whichever provides the best signal strength while reducing the number of SKUs for Electriq to stock Increased reliability via Ethernet connectivity compared to WiFi, which is more susceptible to signal interference and procurement, security and installation issues Hub-of-the-Home System 20 kW System Today 700 mm Future 20 kW System 760 mm Current 1,270 mm Redesigned 1,360 mm Wall space required : 2,119 mm (6.95’) Wall space required : 1,326 mm (4.35’) Verizon (US only) Rogers (Canada partial) AT&T (US/Puerto Rico/Canada) eSIM (ATT, T-Mobile) + Verizon (North America) Ethernet Connectivity 1. AT&T, T-Mobile and Verizon. 24

Product Manufacturing Overview LFP Batteries Inverter Enclosure Enclosures PowerHub PowerHub PoweHubs Purchase & Shipping Electriq specifies product requirements and purchases components; a freight forwarder is utilized to ship (via boat) from China to the U.S. Forwardly reserved 20,000 units(1) of battery capacity from multiple suppliers Additional component suppliers being evaluated and qualified ELECTRIQ POWER Electriq’s Warehouse PowerPod assembly software ensures all assembled components and cable harnesses are activated and operational before they are palletized and sent to customers Electriq’s Warehouse PowerPod assembly software ensures all assembled components and cable harnesses are activated and operational before they are palletized and sent to customers PowerPods B2B Sales Channels 1. Assumes a unit size of 15kWh. 25

Key Components Battery Packs Inverters Enclosures PowerHub Module Principal Supplier catl(1) Goodwe your solar engine shang Sierra Wireless Second Source Topband SMA Actno (Taiwan) Redstone (Mexico) Hybrid = cell module + BYD Strategy Ensure availability Reduce cost Ensure availability Geographic diversity Ensure availability Geographic diversity Ensure IoT cellular availability / affordability Status of Securing Second Source Contract signed Securing UL certification For AC coupled: evaluating SMA (high quality supplier) Two likely sources identified First sample from Actno received for evaluation Conceptual - requires larger investment Timing Commercially available end of Q3 2022 Q4 2023 (depending on product roadmap decisions) Q3 2023 (depending on roadmap decisions and scalability requirements) TBD 1. CATL is the battery manufacturer that supplies cells to the party that Electriq holds a supply agreement with. 26

ELECTRIQ POWER 4. Financials and Valuation

Financial Snapshot(1) Units Sold (# of Units) 320 2021 1,165 2022 6,111 2023 2023 = 6,111 units 786 Q1 2023 1,281 Q2 2023 1,772 Q3 2023 2,272 Q4 2023 Gross Profit and Margin % ($ in millions) $0.5 2021 $2.4 2022 $35.8 2023 2023 = $35.8 Margin = 26.8% $3.4 Q1 2023 $7.0 Q2 2023 $10.7 Q3 2023 $14.6 Q4 2023 Revenue ($ in millions) $3.4 2021 $21.4 2022 $133.5 2023 2023 = $133.5 $14.3 Q1 2023 $26.8 Q2 2023 $39.5 Q3 2023 $52.9 Q4 2023 Adjusted EBITDA ($ in millions) ($8.8) 2021 ($14.5) 2022 $6.0 2023 2023 = $6.0 ($2.1) Q1 2023 $0.0 Q2 2023 $2.6 Q3 2023 $5.5 Q4 2023 Note: Actuals through Q2 2022; all other periods are estimates. 1. See page 38 for assumptions and additional detail. 28

Projected Revenue Mix Through upfront hardware sales, Electriq is creating a platform that is designed to generate substantial, recurring high margin software and services revenue Projected Shift in Revenue Mix 2022-2023 Potential Revenue Mix from Microgrid Sales Sustainable Communities Network 10% Microgrid 7% 2022 White Label 83% 2022 - 2023 Reduced White Label concentration as Sustainable Communities Network begins to scale Microgrid 22% White Label 11% 2023(1) Sustainable Communities Network 67% Upfront Installation & Development Fee 11% Recurring Software & Services Revenue 23%(2) Upfront Battery Revenue 66% Potential Revenue Mix from Sustainable Communities Network Sales Revenue Per Unit Sold Upfront Solar, Installation, and Development 51% Recurring Software & Services Revenue 24% Upfront Battery Revenue 25% Recurring Revenue Software and Services revenue in Sustainable Communities Network term sheet creates a potential ~$100mm stream of high margin revenue over time(3) Revenue Per Unit increases as Sustainable Communities Network becomes a larger share $23,266 $22,293 $20,925 $18,225 $9,770 $9,911 $11,683 $9,373 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Note: Actuals through Q2 2022; all other periods are estimates. 1. Represents each respective sales strategy based on assumptions that a portion of targets in master agreement with Santa Barbara and MOUs / LOIs with City of Parlier, New Channel Partner, Access TAB and Barrio Electrico and purchase orders with major white label third party are delivered. 2. Based on 10-year warranty life for battery units. 3. Illustrative revenue for ~8,000 units deployed under 25-year power purchase agreements. 29

Business Models Proven, Market Demand Strong, Scaling in Process Segment Item Timeframe Status and Next Steps Progress Risk Mitigation White Label Scale Phase ~$25mm revenue expected through 2023 2021-2023 $25mm firm purchase orders in hand from white label partner for delivery over the next 18 months Lessen white label partner concentration by additional white label partners and products (i.e. EV charging, home automation) Microgrid Pilot Phase Scale Phase(1) ~$30mm revenue expected through 2023 2021-2022 2022 2023+ Pilot Projects with: Marin Clean Energy (CA), Barrio Electrico (Puerto Rico), Access TAB (Washington DC), and CUC Finalized New Channel Partner contract Execute and expand on microgrid opportunities Lessons learned, process mapping, baselines and metrics established, process improvements Hire seasoned executive and BD personnel in next 6 months Sustainable Communities Network Pilot Phase Scale Phase(2) $6B opportunity with $89mm revenue expected through 2023 2021-2022 2022 2023+ Parlier, CA master agreement in place, targeting 3%-5% annual customer acquisition Executed Santa Barbara County master agreement, ~$150mm revenue opportunity through 2023; execute agreements for project finance capital Expand on Sustainable Communities Network opportunities Lessons learned, process mapping, baselines and metrics established, process improvements Hire seasoned executive and BD personnel in next 6 months Supply Chain Secure Supply Scale Product Production Current capacity single shift 638(3) units/mo; max achieved 414 units/mo 2022-2023 2021 2022 2023 12+ months supply secured at cost of $100mm Expected Production Targets 10-100 units/mo 100-1,000 units/mo 1,000+ units/mo Forwardly reserved capacity, multiple suppliers (as listed on Supply Chain Sourcing Strategy on page 26) Multiple shifts possible Lean consultant efficiency 1. Assumes a portion of targets in the MOUs / LOIs with Access TAB, New Channel Partner and Barrio Electrico are delivered. 2. Assumes a portion of the addressable market is executed. 3. Company estimated takt time. 30

Transaction Overview Transaction Structure TLG Acquisition Corp. to merge with Electriq at a pro-forma Enterprise Value of $620mm (4.6x 2023E Revenue) SPAC Sponsor Shares – Up to 5mm forfeited and 1mm subject to performance-based vesting Up to 7mm SPAC shares to be used as incentives for new equity investors and non-redemption agreements Transaction is assumed to result in $125mm to cash on the balance sheet Electriq shareholders roll 95% of equity New debt of $30mm expected to be closed and partially funded by 2022 year-end Sources & Uses ($mm) Sources Cash in TLG Trust (residual) $55 SPAC Sponsor 58 New Equity 70 New Debt 30 New Convert 20 Existing Electriq Shareholders 478 Total Sources $710 Uses Cash to Balance Sheet $125 Cash to Existing Electriq Shareholders 25 SPAC Sponsor 58 Existing Electriq Shareholders 478 Fees & Expenses 25 Total Uses $710 Pro Forma Capitalization and Ownership ($mm) Existing Electriq Shareholders(1) $478 Plus: Existing SPAC Shareholders 55 Plus: New Equity (incl. incentive shares)(2) 105 Plus: SPAC Sponsor(3) 58 Equity Value $695 Less: Cash to B/S ($125) Plus: New Debt $30 Plus: New Convert $20 Enterprise Value $620 SPAC Sponsor 8% New Equity 15% Existing SPAC Shareholders 8% Existing Electriq Shareholders 69% Note: Assumes $55mm in total potential proceeds from non-redeeming shareholders in trust based on 86% in redemptions. Includes no assumption for any excise tax potentially due under the Inflation Reduction Act. Assumes all Electriq stockholders elect to receive a portion of the merger consideration in cash. Excludes potential dilution from outstanding and to-be-issued options and warrants. 1. Includes 2.75mm incentive shares in escrow that may be transferred to new equity investors 2. Assumes 3.5mm incentive shares are transferred to new equity investors 3. Includes 1mm of SPAC Sponsor shares subject to time and/or performance-based vesting and 0.75mm incentive shares in escrow that may be transferred to new equity investors 31

Identifying Electriq’s Comparable Universe Key Criteria for Determining Best Comps Leaders in residential battery storage Large addressable markets High-growth financial profiles Disruptive, renewable technologies Focus will be on growth and margin profile and competitive moat / differentiators Comparable Universe Distributed Solar / Storage & Ancillary Equipment 32

Valuation and Operational Benchmarking EV / 2023E Revenue Enterprise Value ($mm) Discount to mean 14.0x Mean: 6.1x Median: 5.5x EV / 2023E Revenue of comparables 11.5x 5.5x 6.4x 5.8x 4.6x 4.0x 2.1x 4.0x 1.9x 2022-2023E Revenue Growth 524% Mean: 31% Median: 35% 59% 62% 41% 36% 35% 28% 17% 9% (5%) 2023E Adjusted EBITDA Margin Mean: 18% Median: 18% Q4 ‘23 Adjusted EBITDA Margin of 10% 33% 25% 31% 30% 18% 18% 10% 9% (5%) 1% 5% Source: Electriq company projected financials, public company filings, Capital IQ as of 11/10/2022. 33

ELECTRIQ POWER 5. Summary

Key Investment Highlights Giant addressable market Residential solar installs are growing rapidly in the U.S., with annual capacity forecasted to grow at ~15%(1) Energy storage growth supported by favorable public policies Differentiated “total solution” offering Single solution designed to seamlessly combine hardware and software into an integrated energy storage offering One of the few home energy management systems + integrated solutions providers in the resi energy storage landscape Comprehensive platform built on strong technology foundation and designed for installers Highly attractive value proposition for distributors, installers and homeowners Multiple market offerings combine integrated home energy management with grid services though VPP capabilities Attractive financial model with clear path towards profitability Path to substantial revenue growth – projected to be Adjusted EBITDA positive in 2023 Multiple executed contracts and partnerships provide significant revenue visibility(2) Differentiated ESG story Helps low and moderate income customers to go green through partnerships with municipalities Energy transition enabler Pioneering public company management team with track record of success Led first smart grid company to go public (2007) with 6 GW of demand response Pioneers in the VPP space with a diverse senior management team 1. Per BNEF. 2. Includes master agreement with Santa Barbara and MOUs / LOIs with City of Parlier, New Channel Partner, Access TAB and Barrio Electrico and purchase order agreement with major white label partner. 35 Strictly Confidential / Not for Redistribution

Electriq’s Leading Management Team Frank Magnotti CEO Years of Experience: 38 / 30 Industry Founded Comverge, a pioneer of virtual power plant and virtual peaking capacity contracts with utilities and ISO’s 6 GW of demand response to ~5mm homes; Believed to be the first pure play smart grid company to go public General manager of utility solutions at AT&T and program manager at Bell Labs Comverge® energy made better AT&T fluitec® MEASURE. CONSULT. TREAT. Lucent Technologies Jim Van Hoof COO and General Counsel Years of Experience: 36 / 8 Industry Joined Electriq after working as CFO for Ionic Materials, a developer seeking breakthrough innovation in battery materials Former VP of Growth & Innovation at Hubbell Incorporated, Chief Tax Officer for Bunge and VP and CFO for UTC Power IONIC materials HUBBELL UTC Power A United Technologies Company BUNGE Petrina Thomson Chief Financial Officer Jan Klube Chief Technology Officer Ozlem Fonda Chief Human Resources Officer Troy Anatra Chief Commercial Officer Frank Evans Chief Services Officer Pravin Bhagat Chief Marketing Officer Jeff Besen VP, Finance Jim Lovewell Co-Founder & Chief Scientist Chinedu Igbokwe VP, Services Maria Ravn Huusom SVP, Operations Aric Saunders VP, Business Development Tara Calnek Controller Representative Prior Experience DAYSTAR POWER ENPPHASE PHILIPS Raytheon Technoligies SIEMENS Sun® microsystems Vestas® YASKAWA SOLECTRIA SOLAR 36

ELECTRIQ POWER 6. Appendix

Income Statement(1)(2) 2021 to 2023 Revenue CAGR = 526% ($ in millions) Revenue 1Q23 2Q23 3Q23 4Q23 FY21(A) FY22 FY23 System Revenues 14.2 26.6 39.1 52.3 3.0 21.3 132.3 Virtual Peaking Capacity Revenues 0.0 0.0 0.1 0.2 – – 0.4 O&M Revenues 0.0 0.0 0.0 0.0 – 0.0 0.1 Other Revenues (Tier 3 Support, PPA, Warranty) 0.1 0.2 0.2 0.3 0.4 0.0 0.8 Total Revenues $14.3 $26.8 $39.5 $52.9 $3.4 $21.4 $133.5 COGS System COGS (10.9) (19.8) (28.7) (38.1) (2.8) (19.0) (97.5) Virtual Peaking Capacity COGS (0.0) (0.0) (0.1) (0.1) – – (0.2) O&M COGS (0.0) (0.0) (0.0) (0.0) – (0.0) (0.0) Other COGS – – – – (0.2) – – Total COGS ($10.9) ($19.8) ($28.8) ($38.2) ($2.9) ($19.0) ($97.7) Gross Profit $3.4 $7.0 $10.7 $14.6 $0.5 $2.4 $35.8 Gross Margin 23.6% 26.2% 27.2% 27.7% 13.4% 11.0% 26.8% Expenses Research & Development (1.2) (1.3) (1.3) (1.3) (2.6) (4.3) (5.2) Sales & Marketing (1.4) (1.8) (2.3) (2.7) (2.0) (3.8) (8.2) General & Administrative (2.9) (3.9) (4.6) (5.1) (9.3) (9.3) (16.5) Income / Loss From Operations ($2.2) ($0.0) $2.6 $5.5 ($13.4) ($15.1) $5.9 Other Income / (Expense) (3) 0.2 0.1 0.1 0.1 0.2 0.0 0.6 Interest expense (0.8) (0.6) – – (0.2) (2.0) (1.4) Other Miscellaneous Expense – – – – (0.2) (0.0) – Financial Instruments Revalue / Remeasurement Expense – – – –(21.0) (26.8) – Net Income ($2.9) ($0.5) $2.7 $5.6 ($34.6) ($44.0) $5.0 Add back: Depreciation & Amortization 0.0 0.0 0.0 0.0 0.1 0.1 0.1 Interest income (0.2) (0.1) (0.1) (0.1) – (0.0) (0.6) Interest expense 0.8 0.6 – – 0.2 2.0 1.4 Financial Instruments Revalue / Remeasurement Expense – – – – 21.0 26.8 – Stock Compensation Expense – – – – 4.4 0.5 – Adjusted EBITDA ($2.1) $0.0 $2.6 $5.5 ($8.8) ($14.5) $6.0 Adjusted EBITDA Margin (15%) 0% 7% 10% (259%) (68%) 5% 1. Unaudited. 2. Assumes a portion of targets in master agreement with Santa Barbara and MOUs / LOIs with City of Parlier, New Channel Partner, Access TAB and Barrio Electrico and purchase orders with major white label partner are delivered. 3. Other Income / (Expense) includes interest income on cash balance @ 0.5% annual interest rate (not included in Adjusted EBITDA). 38

Net Working Capital Estimates(1) Total Inventory Balance ($mm) $29.0 $22.9 $24.8 $4.0 $22.4 $22.0 $21.1 $3.8 $2.8 $1.8 $ 2.9 $2.7 $0.9 $2.4 $0.8 $2.4 $1.2 $3.8 $1.7 $5.2 $1.8 $5.4 $1.2 $3.8 $10.3 $10.6 $10.6 $7.1 $10.1 $9.8 $5.8 $7.5 $7.0 $5.5 $5.0 $4.3 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Prepaid Expenses - Inventory Deposits Total Batteries Inverters Enclosures Panels Other Receivables Balance ($mm) $19.0 $14.5 $10.1 $6.0 $2.4 $1.7 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Accounts Payable ($mm) $13.9 $13.1 $10.6 $7.5 $4.7 $3.2 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Net Working Capital(2) ($mm) $23.0 $19.8 $18.9 $16.9 $16.7 $14.5 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 1. Based on company projected financials. 2. Net Working Capital = Current Assets (excluding cash) less Current Liabilities. 39

Multiple Levers for Potential Margin Expansion Near Term Adjusted EBITDA Margin Expansion Scale through operating leverage expected as the company delivers growing unit volumes Segment mix shift anticipated from lower margin White Label to higher margin Sustainable Communities Network revenue Potential Longer Term Adjusted EBITDA Margin Expansion Potential continued scale expansion through operating leverage as the company delivers growing unit volumes Potential addition of high margin software and grid service / Virtual Power Plant revenue Potential COGS reduction through supply chain efficiencies as vendors add higher production capacity for battery and solar units 4.5% Projected 2023 Adjusted EBITDA Margin 2.9% Projected Benefit from Scale 3.0% Projected Benefit from Segment Shift 10.4% Projected 4Q’23 Run-Rate Adjusted EBITDA Margin 5-6% Potential Benefit from Scale 4-5% Potential Benefit from Software and Services 2-3% Potential Benefit from COGS Reduction 22-24% Potential Longer Term Adjusted EBITDA Margin 40

Risk Factors Electriq is a relatively new company with a history of losses, and we expect to incur significant expenses for the foreseeable future. We cannot be certain that we will achieve or sustain profitability. Electriq’s limited operating history and its rapidly evolving industry make it difficult to evaluate Electriq’s business, the risks and challenges it may face and future prospects. Electriq’s operating and financial results and growth forecast rely in large part upon assumptions and analyses developed by Electriq If these assumptions or analyses prove to be incorrect, Electriq’s actual operating results may be materially different from Electriq’s forecasted results. The energy storage industry is highly competitive and rapidly changing. Our business may be adversely affected if we cannot adapt quickly and effectively. A recession could reduce demand for our products and materially harm our business. Potential tariffs or a global trade war have increased our costs and could further increase the cost of our products. Almost all of our revenues in 2020, 2021, and the first two quarters of 2022 were derived from 2 customers, and one of our customers accounted for greater than 90 percent of our revenue in the first two quarters of 2022. There is no assurance that non-binding letters of intent and memoranda of understanding included in our projections will be converted into binding contracts. Our counterparties may cancel or delay entering into contracts based on the non-binding letters of intent and memoranda of understanding. We expect to derive a large portion of our revenue from installations that are associated with contracts with government entities. Contracts with government entities are subject to a number of challenges and risks. If we are unable to enter into such contracts on a timely basis, our growth, revenue and results of operations may not meet our projections. We rely on a small number of third party suppliers. This reliance on third parties increases the risk that necessary components of our products may not be delivered according to our schedule and at prices, quality levels and volumes acceptable to us. We expect to rely on project finance capital to fund installation of our products in the Sustainable Communities Network market, and that funding may be unavailable or expensive. A significant portion of our purchased components are sourced in a small number of foreign countries, exposing us to additional risks that might not exist if our suppliers were more geographically diversified or were located in the United States. Increases in costs, disruption of supply or shortage of materials, in particular for inverters and lithium iron phosphate cells, could harm our business. The ongoing COVID-19 pandemic has impacted and may continue to adversely affect our supply chain, demand for our products and our business. 41

Risk Factors (Cont’d) Our hardware and software integrated energy storage solution may not achieve broad market acceptance, which would prevent us from increasing our revenue and market share. If demand for energy storage solutions does not grow or grows at a slower rate than we anticipate, including as a result of the ongoing COVID-19 pandemic, our business will suffer. We depend on a small number of wholesale dealers and installers to assist in selling our products to customers. As our business grows, we will be required to find a significant number of additional dealers and installers. Loss of dealers or installers, the failure of dealers or installers to perform as expected or the inability to find additional dealers and installers could harm our business and impair our ability to meet our projections. The success of our energy storage system may depend in part upon our ability to continue to work closely with leading solar module manufacturers. A drop in the retail price of electricity derived from the utility grid or from alternative energy sources may reduce demand for our products and impact our ability to meet our projections for growth, revenue and results of operations. The reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications could reduce demand for solar photovoltaic systems and harm our business. We may, in the future, experience delays or other complications in the design, manufacture, launch and production ramp of our energy storage products which could harm our business, prospects, reputation, financial condition and operating results. Our planned expansion of our business could also subject us to additional business, financial and competitive risks. We may experience material disruptions to our operations, including, but not limited to, natural disasters, terrorist attacks or other catastrophic events. 42