UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
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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:
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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. |
Second Amendment to Merger Agreement
As previously disclosed, on November 13, 2022, TLG Acquisition One Corp. (“TLG”) and Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of TLG, entered into a Merger Agreement (as amended by that First Amendment to Merger Agreement, dated December 23, 2022, and as it may be further 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”). We refer to TLG after the consummation of the transactions contemplated by the Merger Agreement (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.
On March 22, 2023, each of the parties to the Merger Agreement entered into a Second Amendment to Merger Agreement (the “Second Merger Agreement Amendment”), pursuant to which the parties agreed to, among other things, eliminate the Cash Election and modify the references to the exchange process and the trust termination process accordingly.
A copy of the Second Merger Agreement Amendment 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 Second Merger Agreement Amendment is not complete and is qualified in its entirety by reference to the Second Merger Agreement Amendment filed herewith.
First Amendment to Amended and Restated Securities Purchase Agreement
As previously disclosed, on November 13, 2022, Electriq entered into a securities purchase agreement with John Michael Lawrie (as amended and restated on December 23, 2022, and as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “A&R Securities Purchase Agreement”), pursuant to which Mr. Lawrie agreed to purchase secured convertible promissory notes from Electriq in an aggregate amount of up to $8.5 million (the “Lawrie Notes”), the initial $5 million of which Mr. Lawrie funded on December 23, 2022.
On March 22, 2023, each of the parties to the A&R Securities Purchase Agreement entered into a First Amendment to the Amended and Restated Securities Purchase Agreement (the “A&R SPA Amendment”), pursuant to which the parties agreed to, among other things, eliminate funding under the Permanent Financing (as defined in the A&R Securities Purchase Agreement) as a closing condition to Mr. Lawrie’s funding of the remaining $3.5 million under the Lawrie Notes.
A copy of the A&R SPA Amendment 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 A&R SPA Amendment is not complete and is qualified in its entirety by reference to the A&R SPA Amendment filed herewith.
First Amendment to Lock-Up Agreement
As previously disclosed, on November 13, 2022, certain security holders of Electriq (the “Electriq Holders”) entered into agreements with Electriq and TLG (each, a “Lock-up Agreement”), pursuant to which the Electriq Holders agreed, among other things, that their shares of TLG Class A Common Stock received as Closing 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”).
On March 22, 2023, the parties to each of the Lock-up Agreements entered into a First Amendment to the Lock-up Agreement (the “Lock-up Amendment”), pursuant to which the parties agreed to amend the definition of “Restricted Securities” such that a fraction of the Closing Merger Consideration (equal to approximately 5%) received by each Electriq Holder will not be subject to the Lock-up (such fraction as further identified in the Lock-up Amendment).
A copy of the form Lock-up Amendment 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 Lock-up Amendment is not complete and is qualified in its entirety by reference to the Lock-up Amendment filed herewith.
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 has filed with the SEC a registration statement on Form S-4 (the “Form S-4”), in which a joint proxy statement/consent solicitation statement/prospectus (the “Proxy Statement/Prospectus”) was included. The information in the Form S-4 is not complete and may be changed. TLG also intends to file other relevant documents with the Securities and Exchange Commission (“SEC”) regarding the proposed Business Combination. After the Form S-4 is declared effective by the SEC, the definitive Proxy Statement/Prospectus will be mailed 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 Proxy Statement/Prospectus, and will 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. 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 PROXY STATEMENT/PROSPECTUS 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 Proxy Statement/Prospectus, 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 Business Combination. Information regarding TLG’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 20, 2023 (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. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Form S-4, the Proxy Statement/Prospectus and other relevant materials relating to the proposed Business Combination to be filed with the SEC when they become available. Stockholders and other investors should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Second Amendment to Merger Agreement, dated as of March 22, 2023, by and among TLG Acquisition One Corp., Eagle Merger Corp. and Electriq Power, Inc. | |
| 10.1 | First Amendment to Amended and Restated Securities Purchase Agreement, dated as of March 22, 2023, between Electriq Power, Inc. and John Michael Lawrie. | |
| 10.2 | Form of First Amendment to Lock-up Agreement, dated as of March 22, 2023, by and among certain stockholders of Electriq, Electriq and TLG. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: March 22, 2023 | ||||||
| By: | /s/ John Michael Lawrie | |||||
| Name: John Michael Lawrie | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 2.1
Execution Version
SECOND AMENDMENT TO MERGER AGREEMENT
This SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Eagle Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Electriq Power, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties entered into that certain Merger Agreement, dated as of November 13, 2022, as amended by the First Amendment to Merger Agreement, dated December 23, 2022 (collectively, the “Agreement”);
WHEREAS, Section 8.3 of the Agreement provides that the Agreement may be amended by a writing signed by each of Parent and the Company;
WHEREAS, the Parties wish to make certain amendments to the Agreement as set forth in this Amendment;
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 Amendment, (ii) approved the execution and delivery of this Amendment, and (iii) each of Parent, Merger Sub and the Company recommended the adoption and approval of this Amendment and reaffirmed their recommendation of and commitment to the transactions contemplated hereby and by the Agreement 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:
Section 1.1 Definitions. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
Section 1.2 Amendments.
(a) Section 1.3(b) of the Agreement is hereby deleted in its entirety and replaced with the following:
“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 Stock Consideration and (ii) the Per Share Reserve Consideration.”
(b) Section 1.3(c) of the Agreement is hereby deleted in its entirety and replaced with “RESERVED.”
(c) Section 1.3(k)(ii)(3) of the Agreement is hereby deleted in its entirety and replaced with the following:
“the number of shares of Parent Class A Common Stock allocated to each Company Stockholder,”
(d) Section 1.3(k)(ii)(8) of the Agreement is hereby deleted in its entirety and replaced with “RESERVED.”
(e) Section 1.4(b) is hereby deleted in its entirety and replaced with the following:
“Delivery of Consideration to Exchange Agent. Immediately prior to the Effective Time, Parent will deliver or cause to be delivered to the Exchange Agent 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. 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 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.”
(f) Section 1.4(c) of the Agreement is hereby deleted in its entirety and replaced with “RESERVED.”
(g) Section 1.4(d) is hereby deleted in its entirety and replaced with the following:
“Delivery of Per Share Closing Merger Consideration. At the Closing, the Exchange Agent shall issue and deliver to each applicable Company Stockholder via electronic book entry the applicable stock portion of the Closing Merger Consideration to which such Company Stockholder is entitled under Section 1.3.”
(h) Section 1.4(e) is hereby deleted in its entirety and replaced with the following:
“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 (subject to applicable abandoned property, escheat and similar Laws) may 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) 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.”
(i) The penultimate sentence of Section 5.10 is hereby deleted in its entirety and replaced with the following:
“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 to the extent due as of the Closing Date, (d) to the payment of the unpaid Parent Transaction Expenses to the extent due as of the Closing Date and (e) to all other payments as mutually agreed upon by Parent and the Company, with all funds remaining after the foregoing payments to be distributed to Parent.”
(j) The following defined terms listed on Appendix A of the Agreement are hereby deleted in their entirety: (i) Cash Percentage, (ii) Election Deadline, (iii) Per Share Cash/Stock Consideration, (iv) Stock Percentage, (v) Electing Stockholder, (vi) Cash Election, (vii) Stock Election, (viii) Election, (ix) Form of Election, (x) Election Period, (xi) Minimum Cash Closing Condition, and (xii) Letter of Transmittal.
Section 1.3 No Other Amendments. The Parties agree that all other provisions of the Agreement shall, subject to the amendments expressly set forth in Section 1.2 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the Parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment forms an integral and inseparable part of the Agreement.
Section 1.4 References. Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Agreement shall, effective from the date of this Amendment, refer to the Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Agreement and references in the Agreement, as amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to November 13, 2022, and references to the date of this Amendment and “as of the date of this Amendment” shall refer to March 22, 2023.
Section 1.5 Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each Party thereto and hereto shall be bound hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the Parties.
Section 1.6 Incorporation by Reference. Each of the provisions under Section 8.5 (Counterparts; Electronic Delivery), Section 8.7 (Governing Law) and Section 8.8 (Jurisdiction; Venue; Service of Process; JURY WAIVER) of the Agreement shall be incorporated into this Amendment by reference as if set out in full herein, mutatis mutandis.
Section 1.7 Further Assurances. Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions and matters contemplated by this Amendment. The Parties further agree that each Party shall cooperate in good faith in advancing the Transactions.
[Remainder of Page Left Intentionally Blank; Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment 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 Amendment No. 2 to Merger Agreement]
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment 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 Amendment No. 2 to Merger Agreement]
Exhibit 10.1
Execution Version
FIRST AMENDMENT TO
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and between Electriq Power, Inc., a Delaware corporation (the “Company”), and John Michael Lawrie, including his successors and assigns (the “Purchaser”). The Company and the Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties entered into that certain Securities Purchase Agreement, dated as of November 13, 2022 (the “Initial Agreement”);
WHEREAS, the Parties entered into that certain Amended and Restated Securities Purchase Agreement, dated as of December 23, 2022, amending and restating the Initial Agreement in its entirety (the “Agreement”);
WHEREAS, Section 6.5 of the Agreement provides that the Agreement may be amended by a writing signed by each of the Company and the Purchaser and any amendment effected pursuant to Section 6.5 of the Agreement shall be binding upon the Company and the Purchaser; and
WHEREAS, the Parties wish to make certain amendments to the Agreement as set forth in this Amendment.
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:
Section 1.1 Definitions. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
Section 1.2 Amendments.
(a) The definition of “Subsequent Subscription Amount” in Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
“Subsequent Subscription Amount” means one subscription amount equal to $3,500,000. For avoidance of doubt, (i) any references in this Agreement to “a Subsequent Subscription Amount,” “any Subsequent Subscription Amount,” “such Subsequent Subscription Amount” or “applicable Subsequent Subscription Amount” all shall be deemed in each case to mean “the Subsequent Subscription Amount” and (ii) the Subsequent Subscription Amount plus the Initial Subscription Amount equals $8,500,000.”
(b) The definition of “Transaction Documents” in Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
“Transaction Documents” means this Agreement, the Notes, the Security Agreement, the Permanent Financing Intercreditor Agreement (if applicable), the Shareholder Intercreditor Agreement, the Subordination Agreement, all collateral and guarantee documents required under the Permanent Financing Intercreditor Agreement (if applicable) and Shareholder 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.”
(c) A new sentence is added to the end of Section 2.1 of the Agreement as follows:
“Notwithstanding anything else herein, the Closing of the Subsequent Subscription Amount shall not occur prior to March 27, 2023 without the express written consent of both the Company and the Purchaser.”
(d) Section 2.2(b)(iii)(ii) of the Agreement is hereby deleted in its entirety and replaced with “[Reserved]”.
(e) Section 2.2(b)(iv) of the Agreement is hereby deleted in its entirety.
(f) Section 2.2(b)(v) of the Agreement is hereby deleted in its entirety and replaced with “[Reserved]”.
(g) Section 2.2(b)(vi) of the Agreement is hereby deleted in its entirety and replaced with “[Reserved]”.
(h) Section 2.2(b)(vii) of the Agreement is hereby deleted in its entirety and replaced with “[Reserved]”.
(i) Section 2.2(d)(i) of the Agreement is hereby deleted in its entirety and replaced with “[Reserved]”.
(j) Section 2.3(a)(ii) of the Agreement is hereby deleted in its entirety and replaced with “[Reserved]”.
(k) Section 2.3(b)(iv) of the Agreement is hereby deleted in its entirety and replaced with “[Reserved]”.
(l) Section 2.3(b)(v) of the Agreement is hereby deleted in its entirety and replaced with the following:
“solely with respect to a Closing for the Subsequent Subscription Amount, a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the Master Installer Services Agreement, dated March 13, 2023, by and between a third party financing provider and Electriq Microgrid Services, LLC, is in effect.”
Section 1.3 No Other Amendments. The Parties agree that all other provisions of the Agreement shall, subject to the amendments expressly set forth in Section 1.2 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the Parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment forms an integral and inseparable part of the Agreement.
Section 1.4 References. Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Agreement shall, effective from the date of this Amendment, refer to the Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Agreement and references in the Agreement, as amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to December 23, 2022, and references to the date of this Amendment and “as of the date of this Amendment” shall refer to March 22, 2023.
Section 1.5 Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each Party thereto and hereto shall be bound hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the Parties.
Section 1.6 Incorporation by Reference. Each of the provisions under Section 6.9 (Governing Law), Section 6.11 (Execution), Section 6.14 (Remedies) and Section 6.19 (WAIVER OF JURY TRIAL) of the Agreement shall be incorporated into this Amendment by reference as if set out in full herein, mutatis mutandis.
Section 1.7 Further Assurances. Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions and matters contemplated by this Amendment.
[Remainder of Page Left Intentionally Blank; Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above.
| PURCHASER: | ||
| By: | /s/ John Michael Lawrie | |
| Name: | John Michael Lawrie | |
[Signature Page to Amendment No. 1 to A&R Securities Purchase Agreement]
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment 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 Amendment No. 1 to A&R Securities Purchase Agreement]
Exhibit 10.2
Execution Version
FIRST AMENDMENT TO LOCK-UP AGREEMENT
This FIRST AMENDMENT TO LOCK-UP AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Electriq Power, Inc., a Delaware corporation (the “Company”) and the undersigned Persons (each, a “Holder”). Parent, the Company and each Holder are sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties entered into that certain Lock-Up Agreement, dated as of November 13, 2022 (the “Agreement”);
WHEREAS, Section 4(h) of the Agreement provides that the 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; and
WHEREAS, the Parties wish to make certain amendments to the Agreement as set forth in this Amendment.
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:
Section 1.1 Definitions. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
Section 1.2 Amendment. The Parties acknowledge and agree that the definition of “Restricted Securities” in the Agreement shall exclude an amount of shares of Parent Class A Common Stock to be received by a Holder in connection with the Merger or the transactions contemplated thereby equal to (i) the aggregate portion of the Closing Merger Consideration allocated to such Holder multiplied by (ii) a fraction, (A) the numerator of which is 25 and (B) the denominator of which is 475.
Section 1.3 No Other Amendments. The Parties agree that all other provisions of the Agreement shall, subject to the amendments expressly set forth in Section 1.2 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the Parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment forms an integral and inseparable part of the Agreement.
Section 1.4 References. Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Agreement shall, effective from the date of this Amendment, refer to the Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Agreement and references in the Agreement, as amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to November 13, 2022, and references to the date of this Amendment and “as of the date of this Amendment” shall refer to March 22, 2023.
Section 1.5 Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each Party thereto and hereto shall be bound hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the Parties.
Section 1.6 Incorporation by Reference. Each of the provisions under Section 4(d) (Governing Law; Jurisdiction; Waiver of Jury Trial; Remedies), Section 4(f) (Construction; Interpretation) and Section 4(m) (Counterparts; Electronic Signatures) of the Agreement shall be incorporated into this Amendment by reference as if set out in full herein, mutatis mutandis.
Section 1.7 Further Assurances. Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions and matters contemplated by this Amendment.
[Remainder of Page Left Intentionally Blank; Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above.
| PARENT: | ||
| TLG ACQUISITION ONE CORP. | ||
| By: |
| |
| Name: | John Michael Lawrie | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 1 to Lock-Up Agreement]
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above.
| COMPANY: | ||
| ELECTRIQ POWER, INC. | ||
| By: |
| |
| Name: | Frank Magnotti | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 1 to Lock-Up Agreement]
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above.
| HOLDER: | ||
| NAME: |
| |
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 1 to Lock-Up Agreement]