Common use of Investor Representations and Warranties Clause in Contracts

Investor Representations and Warranties. The Investor represents and warrants to the Company that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), or an “accredited investor” (within the meaning of Rule 501 under the Securities Act), (y) acquiring the Securities only for its own account and not for the account of others, or if the Investor is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (z) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities will be subject to the foregoing transfer restrictions and as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledge, transfer or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not be eligible for resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Securities. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities from the Company. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Electriq Power or any of the respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included in this Agreement. e. Either (1) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the Securities, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the Closing. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. The Investor became aware of this offering of the Securities solely by means of direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power. The Investor did not become aware of this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power or any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company contained in Section 5 of this Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities. i. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the Company’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securities. j. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. m. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor and have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor ha

Investor Representations and Warranties. The Investor represents and warrants to the Company that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the SecuritiesShares, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (xi) a “qualified institutional buyer” (as defined in within the meaning of Rule 144A under the Securities Act), ) or an “accredited investor” (within the meaning of Rule 501 501(a) of Regulation D under the Securities Act), as indicated in the questionnaire attached hereto as Exhibit A, (yii) is acquiring the Securities Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, an accredited investor and the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A)Act. The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities Shares in an offshore transaction in reliance on Regulation S, and it has received all the information relevant that it considers necessary and appropriate to its acquisition of decide whether to acquire the Securities Shares hereunder outside of the United States. The Investor is not relying on any statements or representations made in connection with the transactions contemplated hereby other than representations contained in this Subscription Agreement. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged (except in ordinary course prime brokerage relationships to the extent permitted by applicable law), mortgaged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or book any book-entry positions shares representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares delivered at the Closing in accordance herewith will be subject to the foregoing transfer restrictions and as a result of these transfer restrictions, the Investor may not be able to readily immediately eligible for offer, resellresale, transfer, pledge, transfer or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not be eligible for resale, offer, transfer, pledge mortgage or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the (“Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up AgreementRule 144”). The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge transfer, pledge, mortgage or transfer disposition of any of the SecuritiesShares. The Investor has conducted its own investigation of the Company, the Target and the Shares and the Investor has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares directly from the Company. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Electriq Power the Target or any of the their respective affiliates or any of the respective subsidiaries, control persons, shareholders, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included expressly set forth in this Subscription Agreement. e. Either (1) the d. The Investor’s acquisition and holding of the Securities Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. e. The Investor acknowledges and agrees that the Investor has received (i) received, reviewed and has had an opportunity understood the Disclosure Documents (as defined below) made available to review the Investor in connection with the Transaction and (ii) conducted and completed its own independent due diligence with respect to the Transaction based on such information as the Investor deems appropriate and necessary or desirable in order to make an investment decision with respect to the SecuritiesShares and assuming the accuracy of the information in the Disclosure Documents in all material respects, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power the Target and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has carefully reviewed the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of the Company’s filings , dated as of May 24, 2021 and filed with the SEC (File No. 333-255292) on May 26, 2021 (the “Prospectus”), (ii) each of the other SEC Reports, from the date of the Prospectus through the date of this Subscription Agreement, (iii) the Transaction Agreement and (iv) the investor presentation by the Company and the Target (the “Investor Presentation”), a copy of which will be furnished by the Company to the SEC. The Investor acknowledges the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SecuritiesShares. The Investor further acknowledges that the information provided contained in the Disclosure Documents is subject to change, and that any changes to the Investor may change after information contained in the date hereof and Disclosure Documents, including any changes based on updated information or changes in the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure terms of the Company to satisfy a condition to Transaction, shall in no way affect the Investor’s obligations at obligation to purchase the Closing. g. Shares hereunder, except as otherwise provided herein, and that, in purchasing the Shares, the Investor is not relying upon any projections contained in the Investor Presentation; provided, that nothing set forth in this sentence shall be deemed to limit, amend or modify the other representations and warranties made by the Company in Section 5 hereof. The Investor acknowledges and agrees that the Investor has determined based Company continues to review the Redeemable Share Classification Changes and their implications, including on the financial statements and other information included in its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent filings with the Investor’s financial needsSEC, objectives and condition and comply and are consistent with all any restatement, revision or other modification of such filings arising from such review, any subsequent related agreements or other guidance from the SEC staff shall be deemed not material investment policies, guidelines and other restrictions applicable to the Investor. h. The Investor became aware for purposes of this offering of Subscription Agreement. Except for the Securities solely by means of direct contact between the Investor representations, warranties and the Company, Electriq Power or a representative agreements of the Company or Electriq Power, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power. The Investor did not become aware of expressly set forth in this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power or any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and the Target, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. f. [INTENTIONALLY OMITTED.] g. The Investor became aware of this Offering of the Shares solely by means of direct contact between the Investor and the Company or a representative of the Company, and the Shares were offered to the Investor solely by direct contact between the Investor and the Company or a representative of the Company. The Investor did not become aware of this Offering of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor has a substantive pre-existing relationship with the Company, the Target or their respective affiliates for this Offering of the Shares. The Investor acknowledges that it is not relying upon, and has independently satisfied itself concerning not relied upon, any statement, representation or warranty made by any person (including, without limitation, the relevant tax Company, the Target or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and other economic considerations relevant warranties of the Company contained in Section 5 of this Subscription Agreement, in making its decision to subscribe in the Offering. Neither the Investor, nor any of its directors, officers, employees, agents, members or partners has either directly or indirectly, including through a broker or finder, (i) to its investment knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the SecuritiesOffering. i. h. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the Company’s filings with Disclosure Documents and in the SECSEC Reports. The Investor is a sophisticated investor, experienced in investing in private equity placement transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits investment risks independently, both in general and risks of an with regard to all transactions and investment strategies involving a security or securities and has exercised independent judgment in evaluating its participation in the Securitiespurchase of the Shares. The Investor has determined based on its own independent review, and has sought such professional advice as it deems appropriate, that its purchase of the Shares and participation in the Offering (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to the Investor, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which the Investor is bound and (v) are a fit, proper and suitable investment for the Investor, notwithstanding the substantial risks inherent in investing in or holding the Shares. The Investor is able to bear the substantial risks associated with its purchase of the Shares, including but not limited to loss of its entire investment therein. i. The Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision regarding its purchase of the Shares and participation in the Offering and the Investor has made its own assessment and has satisfied itself concerning relevant tax or and other economic considerations relative to its purchase of the SecuritiesShares. The Investor is able to sustain acknowledges that the Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a complete loss on its investment in result of the Securitiestransactions contemplated by this Subscription Agreement, and that none of the Company or the Target has provided any tax advice or any other representations or guarantee regarding the tax consequence of the transactions contemplated by this Subscription Agreement. j. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities this Offering or made any findings or determination as to the fairness of this investmentinvestment or the accuracy or adequacy of the SEC Reports. m. If the Investor is l. The Investor, if not a natural personan individual, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formation, with incorporation. The Investor has the power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. m. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any law, statute, rule, order, subpoena, judgment, ruling or regulation of any court or other tribunal or the rules of any governmental commission or agencyagency or regulatory or self-regulatory body, including the SEC or any applicable securities exchange, or any agreement or other undertaking, undertaking to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylawsby-laws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, same and this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. n. Neither the due diligence investigation conducted by the Investor in connection with making its decision to acquire the Shares nor any representation and warranty made by the Investor hereunder shall modify, amend or affect the Investor’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties hereunder. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; , (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor hanatio

Investor Representations and Warranties. The Investor represents and warrants to the Company Issuer that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), or an “accredited investor” (within the meaning of Rule 501 under the Securities Act), (y) acquiring the Securities only for its own account and not for the account of others, or if the Investor is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (z) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. . b. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. c. The Investor acknowledges and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees covenants that (i) the Subscribed Shares may and the Common Stock Incentive Shares will not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of this Agreement, other than pursuant to the Transaction and (ii) terms of the Business Combination Agreement. The Investor covenants that it will not offer, resell, transfer, pledge or otherwise dispose of the Series B Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of this Agreement, other than pursuant to the Transaction terms of the Business Combination Agreement. The Investor further acknowledges and agrees that the New Parent Common Stock received in exchange for the Subscribed Shares and the Common Stock Incentive Shares, and the New Parent Preferred Stock received in exchange for the Series B Preferred Shares, may not be transferrable after the consummation of the Business Combination pursuant to and except in accordance with the terms of lock-up agreements entered into in connection with the Certificate Business Combination and the governing documents of DesignationNew Parent. The Investor acknowledges and agrees that the Securities will be subject to the foregoing transfer restrictions restrictions, and that, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledge, transfer or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not be eligible for resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Securities. c. d. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. e. The Investor acknowledges and agrees that the Investor is purchasing the Securities from the CompanyIssuer. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq PowerIssuer, including but not limited to the Business Combination and all business, legal, regulatory, accounting, credit and tax matters and that there have been no, representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Electriq Power Issuer or any of the respective its affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company Issuer included in this Agreement. e. f. Either (1) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. g. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the Securities, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, Issuer and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company Issuer is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company Issuer to satisfy a condition to the Investor’s obligations at the Closing. g. h. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions restrictions, if any, applicable to the Investor. h. i. The Investor became aware of this offering of the Securities solely by means of direct contact between the Investor and the Company, Electriq Power Issuer or a representative of the Company or Electriq PowerIssuer, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power Issuer or a representative of the Company or Electriq PowerIssuer. The Investor did not become aware of this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power Issuer or any of their respective its affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company Issuer contained in Section 5 0 of this Agreement, in making its investment or decision to invest in the CompanyIssuer, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company Issuer and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities. i. j. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the Company’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary or desirable to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securities. j. k. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyIssuer. The Investor acknowledges specifically that a possibility of total loss exists. k. l. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. m. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. m. n. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. o. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor and Investor, and, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the CompanyIssuer, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. p. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. [Reserved.] s. In connection with the issue and purchase of the Securities, none of neither the Company, Electriq Power Issuer nor any of their respective its affiliates have acted as the Investor’s financial advisor or fiduciary. s. t. [Reserved.] t. u. The Investor hahas or has commitments to have, and, when required to deliver payment to the Issuer pursuant to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Securities when required pursuant to this Agreement. v. The Investor acknowledges and agrees that it is not an underwriter within the meaning of Section 2(a)(11) of the Securities Act and that the purchase and sale of Se

Investor Representations and Warranties. The Investor represents and warrants to the Company Bowen and Target that: a. (a) The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), ) or an “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Acquired Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Securities Acquired Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesAcquired Shares and is an “institutional account” as defined by FINRA Rule 4512(c). (iib) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and Act, that the offer and sale of Securities Shares have not been registered under the Securities ActAct and that B▇▇▇▇ is not required to register the Shares except as set forth in Section 7 of this Subscription Agreement. The Investor acknowledges and agrees that the Securities Acquired Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company B▇▇▇▇ or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of clauses (i) and (iii) case, in accordance with any applicable securities laws of the states and other jurisdictions of the United StatesStates and other applicable jurisdictions, and that any certificates or book entry positions representing the Securities Acquired Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Acquired Shares will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Acquired Shares and may be required to bear the financial risk of an investment in the Securities Acquired Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Acquired Shares will not immediately be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date Act, and that the Company files a Current Report on Form 8-K following provisions of Rule 144(i) will apply to the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up AgreementAcquired Shares. The Investor acknowledges and agrees that it has been advised to consult legal counsel legal, tax and accounting prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesAcquired Shares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2(c) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Acquired Shares directly from the CompanyB▇▇▇▇. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of the CompanyBowen, Electriq Power Target, or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included B▇▇▇▇ and Target expressly set forth in Section 5 of this Subscription Agreement. e. Either (1d) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesAcquired Shares, including, without limitation, with respect to the CompanyB▇▇▇▇, Target, the Transaction and the business of Electriq Power Target and its subsidiaries. The Investor acknowledges that certain information received was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in subject projections. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s B▇▇▇▇’▇ filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingAcquired Shares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. (e) The Investor became aware of this offering of the Securities Acquired Shares solely by means of direct contact between the Investor and the CompanyB▇▇▇▇, Electriq Power Target, or a representative of B▇▇▇▇ or the Company or Electriq PowerTarget, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and the CompanyB▇▇▇▇, Electriq Power Target, or a representative of B▇▇▇▇ or the Company or Electriq PowerTarget. The Investor did not become aware of this offering of the SecuritiesAcquired Shares, nor were the Securities Acquired Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Acquired Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the CompanyBowen, Electriq Power Target, or any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company B▇▇▇▇ and Target contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesB▇▇▇▇. i. (f) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesAcquired Shares, including those set forth in the Company’s B▇▇▇▇’▇ filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesAcquired Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision decision. The Investor acknowledges that Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that neither B▇▇▇▇ nor Target has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Subscription Agreement. The Investor acknowledges that (A) it (i) is a sophisticated investor, experienced in investing in similar transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (ii) has made exercised independent judgment in evaluating its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its participation in the purchase of the Securities. The Investor is able to sustain a complete loss on its investment in Shares and (B) the Securitiespurchase and sales of the Acquired Shares hereunder meet (i) the exemptions from filing under FINRA Rule 5123(b)(1) and (ii) the institutional customer exception under FINRA Rule 2111(b). j. (g) Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Acquired Shares and determined that the Securities Acquired Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyB▇▇▇▇. The Investor acknowledges specifically that a possibility of total loss exists. k. (h) In making its decision to purchase the SecuritiesAcquired Shares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of any control persons, officers, directors, employees, agents or representatives of any of the foregoing concerning B▇▇▇▇, Target, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Acquired Shares or the offer and sale of the Acquired Shares. l. (i) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Acquired Shares or made any findings or determination as to the fairness of this investment. m. (j) If the Investor is not a natural personan individual, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formationincorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. If the Investor is an individual, the Investor has the authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. The (k) If the Investor is not an individual, the execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized and (if the Investor is not a natural personi) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, and will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. applicable and (ii) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Investor or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Investor or any of its subsidiaries is a party or by which the Investor or any of its subsidiaries is bound or to which any of the property or assets of the Investor is subject that would reasonably be expected to have a material adverse effect on the ability of the Investor to comply in all material respects with its obligations under this Subscription Agreement. (l) The signature on this Subscription Agreement is genuine, and the signatory has legal competence and capacity to execute the same or the signatory has been duly authorized to execute the same, and, and this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. The (m) Neither the Investor nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person any similar list of sanctioned persons administered by the European Union or entity prohibited by any OFAC sanctions programindividual European Union member state, including the United Kingdom (collectively, “Sanctions Lists”); (ii) owned, directly or indirectly, indirectly owned or controlled by, or acting on behalf of, one or more persons that are named on the OFAC a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national national, or the government, including any political subdivision, agency agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, ; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (eachcollectively, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, represents that if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the The Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with OFAC-sanctions administered sanctions programsby the United States, including for the screening of its investors against the OFAC sanctions programsEuropean Union, or any individual European Union member state, including the OFAC ListUnited Kingdom. To the extent required by applicable law, the The Investor maintains policies and procedures reasonably designed to ensure further represents that the funds held by the Investor and used to purchase the Securities Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In (n) If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with ERISA Plans, “Plans”), the Investor represents and warrants that (A) neither B▇▇▇▇ nor any of its affiliates (the “Transaction Parties”) has provided investment advice or has otherwise acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Acquired Shares, and none of the parties to the Transaction is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with the issue Investor’s investment in the Acquired Shares; (B) the decision to invest in the Acquired Shares has been made at the recommendation or direction of a fiduciary (for purposes of ERISA and/or Section 4975 of the Code, or any applicable Similar Law) with respect to the Investor’s investment in the Shares who is independent of the parties to the Transaction; and (C) its purchase of the Securities, none Acquired Shares will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the CompanyCode, Electriq Power nor or any applicable Similar Law. (o) The Investor is not subject to any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor ha“Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqu

Investor Representations and Warranties. The Investor represents and warrants to the Company ARYA that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an institutional “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company ARYA or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company ARYA files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesShares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares from the CompanyARYA. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of ARYA, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included ARYA expressly set forth in Section 5 of this Subscription Agreement. e. Either (1) the d. The Investor’s acquisition and holding of the Securities Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. e. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the CompanyARYA, the Transaction and the business of Electriq Power the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed the Company’s filings with the SECSEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingShares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. f. The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and ARYA, the Company, Electriq Power Company or a representative of ARYA or the Company or Electriq PowerCompany, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and ARYA, the Company, Electriq Power Company or a representative of ARYA or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, ARYA, the Company, Electriq Power or the Placement Agents (defined below), any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company ARYA contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesARYA. i. g. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the CompanyARYA’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securitiesdecision. j. h. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyARYA. The Investor acknowledges specifically that a possibility of total loss exists. k. i. In making its decision to purchase the SecuritiesShares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning ARYA, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares. l. j. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is k. The Investor, if not a natural personan individual, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formationincorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. l. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, and this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. m. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Shares were legally derived derived. n. The Investor acknowledges that no disclosure or offering document has been prepared by ▇▇▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC or any of their respective affiliates (collectively, the “Placement Agents”) in connection with the offer and were not obtainedsale of the Shares. o. The Investor acknowledges that neither Placement Agent, directly nor any of its respective affiliates nor any control persons, officers, directors, employees, partners, agents or indirectlyrepresentatives of any of the foregoing have made any independent investigation with respect to ARYA, from a Prohibited Investorthe Company or its subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by ARYA. p. [Reserved.] q. [Reserved.] r. In The Investor acknowledges that in connection with the issue and purchase of the SecuritiesShares, none of the Company, Electriq Power nor any of their respective affiliates have neither Placement Agent has acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. q. The Investor hahas or has commitments to have and, when required to deliver payment to ARYA pursuant to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.

Investor Representations and Warranties. The Investor represents and warrants to the Company Issuer that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), or an “accredited investor” (within the meaning of Rule 501 under the Securities Act), (y) acquiring the Securities only for its own account and not for the account of others, or if the Investor is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (z) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. . b. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. c. The Investor acknowledges and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees covenants that (i) the Subscribed Shares may and the Common Stock Incentive Shares will not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of this Agreement, other than pursuant to the Transaction and (ii) terms of the Business Combination Agreement. The Investor covenants that it will not offer, resell, transfer, pledge or otherwise dispose of the Series B Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of this Agreement, other than pursuant to the Transaction terms of the Business Combination Agreement. The Investor further acknowledges and agrees that the New Parent Common Stock received in exchange for the Subscribed Shares and the Common Stock Incentive Shares, and the New Parent Preferred Stock received in exchange for the Series B Preferred Shares, may not be transferrable after the consummation of the Business Combination pursuant to and except in accordance with the terms of lock-up agreements entered into in connection with the Certificate Business Combination and the governing documents of DesignationNew Parent. The Investor acknowledges and agrees that the Securities will be subject to the foregoing transfer restrictions restrictions, and that, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledge, transfer or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not be eligible for resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Securities. c. d. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. e. The Investor acknowledges and agrees that the Investor is purchasing the Securities from the CompanyIssuer. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq PowerIssuer, including but not limited to the Business Combination and all business, legal, regulatory, accounting, credit and tax matters and that there have been no, representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Electriq Power Issuer or any of the respective its affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company Issuer included in this Agreement. e. f. Either (1) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. g. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the Securities, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, Issuer and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company Issuer is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company Issuer to satisfy a condition to the Investor’s obligations at the ClosingClosing Date. g. h. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions restrictions, if any, applicable to the Investor. h. i. The Investor became aware of this offering of the Securities solely by means of direct contact between the Investor and the Company, Electriq Power Issuer or a representative of the Company or Electriq PowerIssuer, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power Issuer or a representative of the Company or Electriq PowerIssuer. The Investor did not become aware of this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power Issuer or any of their respective its affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company Issuer contained in Section 5 of this Agreement, in making its investment or decision to invest in the CompanyIssuer, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company Issuer and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities. i. j. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the Company’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary or desirable to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securities. j. k. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyIssuer. The Investor acknowledges specifically that a possibility of total loss exists. k. l. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. m. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. m. n. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. o. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor and Investor, and, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the CompanyIssuer, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. p. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. [Reserved.] s. In connection with the issue and purchase of the Securities, none of neither the Company, Electriq Power Issuer nor any of their respective its affiliates have acted as the Investor’s financial advisor or fiduciary. s. t. [Reserved.] t. u. The Investor hahas or has commitments to have, and, when required to deliver payment to the Issuer pursuant to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Securities when required pursuant to this Agreement. v. The Investor acknowledges and agrees that it is not an underwriter within the meaning of Section 2(a)(11) of the Securities Act and that the purchase and sale

Investor Representations and Warranties. The Investor represents and warrants to the Company ▇▇▇▇▇▇▇ that: a. The Investor, or each of the funds managed by or affiliated with the Investor for which the Investor is either a U.S. investor or non-U.S. investor acting as set forth under its name on the signature page heretonominee, and accordingly represents the applicable additional matters under clause as applicable, (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an institutional “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities Shares and is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (an “Regulation S”). The Investor is not a U.S. Person (institutional account” as defined in Regulation Sby FINRA Rule 4512(c), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company ▇▇▇▇▇▇▇ or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offeredeffect and, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities will be subject to the foregoing transfer restrictions and as a result of these transfer restrictionsresult, the Investor may not be able to readily offer, resell, pledge, transfer or otherwise dispose of resell the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not immediately be eligible for resale, offer, transfer, pledge or disposition resale pursuant to Rule 144 promulgated under of the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the (“Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up AgreementRule 144”). The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesShares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares from the Company▇▇▇▇▇▇▇. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of ▇▇▇▇▇▇▇, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included ▇▇▇▇▇▇▇ expressly set forth in Section 5 of this Subscription Agreement. e. Either (1) the d. The Investor’s acquisition and holding of the Securities Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. e. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the Company▇▇▇▇▇▇▇, the Transaction and the business of Electriq Power the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s ▇▇▇▇▇▇▇’▇ filings with the SECSEC have been available for Investor to review. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingShares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. f. The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and ▇▇▇▇▇▇▇, the Company, Electriq Power Company or a representative of ▇▇▇▇▇▇▇ or the Company or Electriq PowerCompany, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and ▇▇▇▇▇▇▇, the Company, Electriq Power Company or a representative of ▇▇▇▇▇▇▇ or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, ▇▇▇▇▇▇▇, the Company, Electriq Power or the Placement Agents, any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company ▇▇▇▇▇▇▇ contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities▇▇▇▇▇▇▇. i. g. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the Company’s ▇▇▇▇▇▇▇’▇ filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securitiesdecision. The Investor will not look to the Placement Agents for all or part of any such loss or losses the Investor may suffer, is able to sustain a complete loss on its investment in the SecuritiesShares and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Shares. j. h. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company▇▇▇▇▇▇▇. The Investor acknowledges specifically that a possibility of total loss exists. k. i. In making its decision to purchase the SecuritiesShares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of either Placement Agent or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning ▇▇▇▇▇▇▇, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares. j. The Investor acknowledges that the Placement Agents: (i) have not provided the Investor with any information or advice with respect to the Shares, (ii) have not made or make any representation, express or implied as to ▇▇▇▇▇▇▇, the Company, the Company’s credit quality, the Shares or the Investor’s purchase of the Shares, (iii) have not acted as the Investor’s financial advisor or fiduciary in connection with the issue and purchase of Shares, (iv) may have acquired, or during the term of the Shares may acquire, non-public information with respect to the Company, which, subject to the requirements of applicable law, the Investor agrees need not be provided to it, (v) may have existing or future business relationships with ▇▇▇▇▇▇▇ and the Company (including, but not limited to, lending, depository, risk management, advisory and banking relationships) and will pursue actions and take steps that it deems or they deem necessary or appropriate to protect its or their interests arising therefrom without regard to the consequences for a holder of Shares, and that certain of these actions may have material and adverse consequences for a holder of Shares. k. The Investor acknowledges that it has not relied on the Placement Agents in connection with its determination as to the legality of its acquisition of the Shares or as to the other matters referred to herein and the Investor has not relied on any investigation that the Placement Agents, any of their affiliates or any person acting on their behalf have conducted with respect to the Shares, ▇▇▇▇▇▇▇ or the Company. The Investor further acknowledges that it has not relied on any information contained in any research reports prepared by the Placement Agents or any of their affiliates. l. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is The Investor, if not a natural personan individual, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formationincorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Subscription Agreement constitutes the valid and binding obligation agreement of the Company▇▇▇▇▇▇▇, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Shares were legally derived and were not obtained, directly or indirectly, obtained from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor No disclosure or offering document has been prepared by either Placement Agent or any of their respective affiliates in connection with the offer and sale of the Shares. q. Neither Placement Agent, nor any of its respective affiliates nor any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing have acted as made any independent investigation with respect to ▇▇▇▇▇▇▇, the Investor’s financial advisor Company or fiduciaryits subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by ▇▇▇▇▇▇▇. r. When required to deliver payment to ▇▇▇▇▇▇▇ pursuant to Section 2 above, the Investor will have sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement. s. [ReservedNeither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of ▇▇▇▇▇▇▇’▇ representations and warranties contained herein.] t. The Investor ha

Investor Representations and Warranties. The Investor represents and warrants to the Company ARYA that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an institutional “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities the Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company ARYA or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions entries representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not , which legend shall be offeredsubject to removal as set forth herein, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designationsubject to applicable law. The Investor acknowledges and agrees that the Securities Shares will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not be eligible for offer, resale, offer, transfer, pledge transfer or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company ARYA files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesShares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares from the CompanyARYA. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of ARYA, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included ARYA expressly set forth in Section 5 of this Subscription Agreement. e. Either (1) the d. The Investor’s acquisition and holding of the Securities Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. e. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the CompanyARYA, the Transaction and the business of Electriq Power the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed had an opportunity to review the Company’s filings with the SECSEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingShares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. f. The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and ARYA, the Company, Electriq Power Company or a representative of ARYA or the Company or Electriq PowerCompany, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and ARYA, the Company, Electriq Power Company or a representative of ARYA or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) to its knowledge are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, ARYA, the Company, Electriq Power or the Placement Agent, any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company ARYA contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesARYA. i. g. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including including, without limitation, those set forth in the CompanyARYA’s filings with the SECSEC Reports. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securitiesdecision. j. h. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyARYA. The Investor acknowledges specifically that a possibility of total loss exists. k. i. In making its decision to purchase the SecuritiesShares, the Investor has relied solely upon independent investigation made by the Investor; provided that neither such investigation nor any other inquiries or due diligence conducted by the Investor shall modify, limit or otherwise affect the Investor’s right to rely on ARYA’s representations and warranties contained in this Agreement. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agent or any of its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning ARYA, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares. l. j. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is not a natural person, the k. The Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formationincorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. l. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is boundbound that would reasonably be expected to have a material adverse effect on the legal authority of the Investor to comply with the terms of this Subscription Agreement, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, this . This Subscription Agreement has been duly executed and delivered by the Investor or the investment advisor to which the Investor has delegated decision-making authority over investments and, assuming that this the Subscription Agreement constitutes the valid and binding obligation agreement of the CompanyARYA, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. m. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including including, without limitation, the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Shares were legally derived derived. n. The Investor acknowledges that no disclosure or offering document has been prepared by ▇▇▇▇▇▇▇▇▇ LLC or any of its affiliates (the “Placement Agent”) in connection with the offer and were not obtainedsale of the Shares. o. The Investor acknowledges that none of the Placement Agent, directly any of its affiliates nor any control persons, officers, directors, employees, partners, agents or indirectlyrepresentatives of any of the foregoing have made any independent investigation with respect to ARYA, from a Prohibited Investorthe Company or its subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by ARYA. p. [Reserved.] q. [Reserved.] r. In The Investor acknowledges that in connection with the issue and purchase of the SecuritiesShares, none of the Company, Electriq Power nor any of their respective affiliates have Placement Agent has not acted as the Investor’s underwriter, initial purchaser, dealer, financial advisor advisor, fiduciary or fiduciaryin any similar capacity. s. [Reserved.] t. q. The Investor hahas or has commitments to have and, when required to deliver payment to ARYA pursuant to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the sale, purchase and issuance of the Shares pursuant to this Subscription Agreement. r. The Investor does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof such Investor has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of ARYA. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Subscription Agreement.

Investor Representations and Warranties. The Investor represents and warrants to the Company Sandbridge that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), or an institutional “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act) or a “qualified purchaser” (as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Sandbridge or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company Sandbridge files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesShares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares from the CompanySandbridge. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of Sandbridge, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, officers and directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included Sandbridge expressly set forth in this Subscription Agreement. e. Either (1) the d. The Investor’s acquisition and holding of the Securities Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. e. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the CompanySandbridge, the Transaction and the business of Electriq Power the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed the Company’s filings with the SECSEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingShares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. f. The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and Sandbridge, the Company, Electriq Power Company or a representative of Sandbridge or the Company or Electriq PowerCompany, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and Sandbridge, the Company, Electriq Power Company or a representative of Sandbridge or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Shares (i) were not offered to it the Investor by any form of general solicitation or general advertising and (ii) are not being offered to it the Investor in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, Sandbridge, the Company, Electriq Power or the Placement Agents (defined below), any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company Sandbridge contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in Sandbridge. The Investor acknowledges that certain information provided by the CompanyCompany was based on projections, and except for the foregoing, the Investor is relying exclusively such projections were prepared based on its own sources assumptions and estimates that are inherently uncertain and are subject to a wide variety of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the significant business, condition (financial economic and otherwise), management, operations, properties competitive risks and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant uncertainties that could cause actual results to its investment differ materially from those contained in the Securitiesprojections. i. g. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the CompanySandbridge’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securitiesdecision. j. h. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanySandbridge. The Investor acknowledges specifically that a possibility of total loss exists. k. i. In making its decision to purchase the SecuritiesShares, the Investor has relied solely upon independent investigation made by the Investor. Neither Sandbridge nor any of its affiliates have offered the Investor any tax advice relating to Investor’s investment in the Shares, or made any representations, warranties or guarantees regarding the tax consequences of Investor’s investment in the Shares. l. j. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is k. The Investor, if not a natural personan individual, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formationincorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. l. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory has been duly authorized to execute the same, and, and this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. m. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable lawbank. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Shares were legally derived derived. n. The Investor acknowledges that no disclosure or offering document has been provided to the Investor by Citigroup Global Markets Inc. and were not obtainedBofA Securities, directly Inc. or indirectlyany of their respective affiliates (collectively, from a Prohibited Investorthe “Placement Agents”) in connection with the offer and sale of the Shares. o. The Investor acknowledges that neither Placement Agent has, nor have any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing made any independent investigation with respect to Sandbridge, the Company or its subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by Sandbridge. p. [Reserved.] q. [Reserved.] r. In The Investor acknowledges that in connection with the issue and purchase of the SecuritiesShares, none of the Company, Electriq Power nor any of their respective affiliates have neither Placement Agent has acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. q. The Investor hawill have sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement pursuant to Section 2.

Investor Representations and Warranties. The Investor represents and warrants to the Company and the Placement Agents that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the SecuritiesShares, it was, and as of the date hereof, the Investor is, and as of the Closing Date the Investor will be is (xi) a “qualified institutional buyer” (as defined in within the meaning of Rule 144A under the Securities Act), or an “accredited investor” (within the meaning of Rule 501 501(a) of Regulation D under the Securities Act), ) as indicated in the questionnaire attached hereto as Exhibit A and (yii) is acquiring the Securities Shares only for its own account and (iii) not for the account of others, or if the Investor is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein not on behalf of each owner of each such any other account and (z) is not acquiring the Securities or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A)Act. The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities Shares in an offshore transaction in reliance on Regulation S, and it has received all the information relevant that it considers necessary and appropriate to its acquisition of decide whether to acquire the Securities Shares hereunder outside of the United States. The Investor understands and agrees that securities Securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged (except as collateral to any financing source in the ordinary course), mortgaged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or book any book-entry positions shares representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares, until registered under an effective registration statement, will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge, transfer mortgaged or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not be immediately eligible for offer, resale, offer, transfer, pledge pledge, mortgage or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up AgreementAct. The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge transfer, pledge, mortgage or transfer disposition of any of the SecuritiesShares. The Investor has conducted its own investigation of the Company, the Target and the Shares and the Investor has made its own assessment and have satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares directly from the Company. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Electriq Power the Target or any of the their respective affiliates or any of the respective subsidiaries, control persons, shareholders, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implicationimplication in connection with the purchase of the Shares, other than those representations, warranties, covenants and agreements of the Company included expressly set forth in this Subscription Agreement. e. Either (1) the d. The Investor’s acquisition and holding of the Securities Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. e. The Investor acknowledges and agrees that the Investor has received (i) received, reviewed and has had an opportunity understood the Disclosure Documents (defined below) made available to review the Investor in connection with the Transaction and (ii) conducted and completed its own independent due diligence with respect to the Transaction. Based on such information as the Investor deems appropriate and necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power the Target and its subsidiaries, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties of the Company expressly set forth in Section 5 hereof, and not on the Placement Agents, or any statement or action by the Placement Agents, to decide to enter into the transactions contemplated hereby. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has carefully reviewed the Company’s filings following items (collectively, the “Disclosure Documents”): (i) the final prospectus of Armada, dated as of August 12, 2021 and filed with the SEC (File No. 333-257692) on August 16, 2021 (the “Prospectus”), (ii) each of the other Armada SEC Reports, from the date of the Prospectus through the date of this Agreement, and (iii) the Transaction Agreement and (v) the investor presentation by Armada, the Company and the Target (the “Investor Presentation”), a copy of which will be furnished by the Company to the SEC. The Investor acknowledges the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SecuritiesShares. The Investor further acknowledges that the information provided contained in the Disclosure Documents is subject to change, and that any changes to the Investor may change after information contained in the date hereof and Disclosure Documents, including any changes based on updated information or changes in terms of the Company is under Transaction, shall in no way affect the Investor’s obligation to inform purchase the Shares hereunder, except as otherwise provided herein, and that, in purchasing the Shares, the Investor regarding is not relying upon any such changesprojections contained in the Investor Presentation. Except for the representations, except to the extent such changes would reasonably be expected to cause the failure warranties and agreements of the Company to satisfy a condition to the Investor’s obligations at the Closing. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation expressly set forth in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. The Investor became aware of this offering of the Securities solely by means of direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power. The Investor did not become aware of this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power or any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and the Target, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. f. The Investor hereby acknowledges and agrees that (i) the Placement Agents are acting solely as placement agents and, in the case of Cantor, capital markets advisor, to the Company and Armada in connection with the Transaction, and are not acting as underwriters or in any other capacity, and are not and shall not be construed as fiduciaries or financial advisors for the Investor in connection with subscription for Shares hereunder or the Transaction, (ii) the Placement Agents have not made and will not make any representation or warranty, express or implied, to the Investor with regard to this Offering, the Shares, the Company or the Target and have not provided any advice or recommendation to the Investor in connection with the transactions herein, (iii) the Placement Agents will have no responsibility for the representations, warranties or agreements made by the Company, Armada or the Investor, or between them, hereunder; (iv) neither the Placement Agents, nor any of their respective representatives or affiliates, has made any independent investigation with respect to the Company, the Shares, Armada or the Target or the accuracy, completeness or adequacy of any information supplied to the Investor by or on behalf of the Company, Armada or the Target, and (v) the Placement Agents shall not bear responsibility or liability to the Investor for any losses or damages the Investor may incur as a result of or in connection with its purchase of the Shares or any transaction contemplated hereby and, to the fullest extent permitted by law, the Investor hereby waives any claims or causes of action that the Investor may have, now or in the future, against the Placement Agents in connection with any matter set forth herein. The Investor understands and acknowledges that, in light of the Placement Agents’ role as capital markets advisors to the Company and Armada in addition to other roles as a financial intermediary, the matters described in any Subscription Agreement and the fees in connection therewith may give rise to potential conflicts of interest or the appearance thereof. The Investor consents to (and agrees, to the extent applicable and permitted by applicable law, on behalf of its equity holders, to waive any claims the Investor or its equity holders may have based on any actual or potential conflicts of interest that may arise or result from) the Placement Agents acting as a financial and equity capital markets advisors to the Company in addition to other roles as a financial intermediary, and the Placement Agents or one or more of their affiliates engaging in, and receiving any compensation in connection with, any of the activities described in any Subscription Agreement. g. The Investor became aware of this Offering of the Shares solely by means of direct contact between the Investor and the Company, Armada or the Placement Agents or a representative of the Company, Armada or the Placement Agents, and the Shares were offered to the Investor solely by direct contact between the Investor and the Company or Armada, the Placement Agents or a representative of the Company, Armada or the Placement Agents. The Investor did not become aware of this Offering of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor has a substantive pre-existing relationship with the Company, Armada, the Target or their respective affiliates or the Placement Agents or their respective affiliates for this Offering of the Shares. The Investor acknowledges that it is not relying upon, and has independently satisfied itself concerning not relied upon, any statement, representation or warranty made by any person (including, without limitation, the relevant tax Company, the Target or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and other economic considerations relevant warranties of the Company contained in Section 5 of this Subscription Agreement or Armada contained in Section 6 of this Subscription Agreement in making its decision to subscribe in the Offering. Neither the Investor, nor any of its directors, officers, employees, agents, members or partners has either directly or indirectly, including through a broker or finder, (i) to its investment knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the SecuritiesOffering. i. h. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the Company’s filings with Disclosure Documents and in the SECCompany SEC Reports and the Armada SEC Reports. The Investor is (i) an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity placement transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits investment risks independently, both in general and risks of an with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluation its participation in the Securities, purchase of the Shares. The Investor understands and acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b). i. The Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision regarding its purchase of Shares and participation in the Transaction and the Investor has made its own assessment and has satisfied itself concerning relevant tax or and other economic considerations relative to its purchase of the SecuritiesShares. The Investor is able to sustain acknowledges that Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a complete loss on its investment in result of the Securitiestransactions contemplated by this Subscription Agreement, and that none of the Company, the Target or the Placement Agents has provided any tax advice or any other representations or guarantee regarding the tax consequence of the transactions contemplated by this Subscription Agreement. j. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities this Offering or made any findings or determination as to the fairness of this investmentinvestment or the accuracy or adequacy of the SEC Reports. m. If the Investor is l. The Investor, if not a natural personan individual, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formation, with incorporation. The Investor has the power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. m. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any law, statute, rule, order, subpoena, judgment, ruling or regulation of any court or other tribunal or the rules of any governmental commission or agencyagency or regulatory or self-regulatory body, including the SEC or any applicable securities exchange, or any agreement or other undertaking, undertaking to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor hapap

Investor Representations and Warranties. The Investor represents and warrants to the Company ARYA that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an institutional “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company ARYA or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company ARYA files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesShares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares from the CompanyARYA. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of ARYA, the Company, Electriq Power any of their respective Affiliates or any of the respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included ARYA expressly set forth in Section 5 of this Subscription Agreement. e. Either (1) the d. The Investor’s acquisition and holding of the Securities Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. e. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the CompanyARYA, the Transaction and the business of Electriq Power the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed the Company’s filings with the SECSEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingShares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. f. The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and ARYA, the Company, Electriq Power Company or a representative of ARYA or the Company or Electriq PowerCompany, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and ARYA, the Company, Electriq Power Company or a representative of ARYA or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, ARYA, the Company, Electriq Power or the Placement Agents (defined below), any of their respective affiliates Affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company ARYA contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesARYA. i. g. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the CompanyARYA’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securitiesdecision. j. h. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyARYA. The Investor acknowledges specifically that a possibility of total loss exists. k. i. In making its decision to purchase the SecuritiesShares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents or any of their respective Affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning ARYA, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares. l. j. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is k. The Investor, if not a natural personan individual, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formationincorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. l. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, and this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. m. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Shares were legally derived derived. n. The Investor acknowledges that no disclosure or offering document has been prepared by ▇▇▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC or any of their respective Affiliates (collectively, the “Placement Agents”) in connection with the offer and were not obtainedsale of the Shares. o. The Investor acknowledges that neither Placement Agent, directly nor any of its respective Affiliates nor any control persons, officers, directors, employees, partners, agents or indirectlyrepresentatives of any of the foregoing have made any independent investigation with respect to ARYA, from a Prohibited Investorthe Company or its subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by ARYA. p. [Reserved.] q. [Reserved.] r. In The Investor acknowledges that in connection with the issue and purchase of the SecuritiesShares, none of the Company, Electriq Power nor any of their respective affiliates have neither Placement Agent has acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. q. The Investor hahas or has commitments to have funds sufficient to pay the remaining Subscription Amount required to be funded (after taking into account the Initial Pre-Closing Series A Financing) and, when required to deliver payment to ARYA or the Company as provided in Section 1 or Section 2 above, as applicable, will have, sufficient funds to pay the applicable portion of the Subscription Amount (including, when required pursuant to Section 2 above, the Closing Subscription Amount) and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement. The information contained in each Pre-Closing Series A Financing Notice is true, complete and correct in all respects. r. On July 8, 2020, the Investor purchased 750,000 Company Series A Common Shares and 1,750,000 Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash pursuant to, and in accordance with the terms of, the Pre-Closing Series A Purchase Agreement and the Acknowledgement Agreement, dated as of July 8, 2020, between the Investor and the Company, with all such cash proceeds being funded directly to, and being actually received by, the Company.

Investor Representations and Warranties. The Investor represents and warrants to the Company Issuer that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the each Closing Date the Investor will be (x) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), or an “accredited investor” (within the meaning of Rule 501 under the Securities Act), (y) acquiring the Securities only for its own account and not for the account of others, or if the Investor is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (z) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. . b. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. c. The Investor acknowledges and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees covenants that (i) the Subscribed Shares may and the Common Stock Incentive Shares will not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of this Agreement, other than pursuant to the Transaction and (ii) terms of the Business Combination Agreement. The Investor covenants that it will not offer, resell, transfer, pledge or otherwise dispose of the Series B Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of this Agreement, other than pursuant to the Transaction terms of the Business Combination Agreement. The Investor further acknowledges and agrees that the New Parent Common Stock received in exchange for the Subscribed Shares and the Common Stock Incentive Shares, and the New Parent Preferred Stock received in exchange for the Series B Preferred Shares, may not be transferrable after the consummation of the Business Combination pursuant to and except in accordance with the terms of lock-up agreements entered into in connection with the Certificate Business Combination and the governing documents of DesignationNew Parent. The Investor acknowledges and agrees that the Securities will be subject to the foregoing transfer restrictions restrictions, and that, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledge, transfer or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not be eligible for resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Securities. c. d. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. e. The Investor acknowledges and agrees that the Investor is purchasing the Securities from the CompanyIssuer. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq PowerIssuer, including but not limited to the Business Combination and all business, legal, regulatory, accounting, credit and tax matters and that there have been no, representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Electriq Power Issuer or any of the respective its affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company Issuer included in this Agreement. e. f. Either (1) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. g. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the Securities, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, Issuer and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company Issuer is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company Issuer to satisfy a condition to the Investor’s obligations at the Closinga Closing Date. g. h. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions restrictions, if any, applicable to the Investor. h. i. The Investor became aware of this offering of the Securities solely by means of direct contact between the Investor and the Company, Electriq Power Issuer or a representative of the Company or Electriq PowerIssuer, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power Issuer or a representative of the Company or Electriq PowerIssuer. The Investor did not become aware of this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power Issuer or any of their respective its affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company Issuer contained in Section 5 of this Agreement, in making its investment or decision to invest in the CompanyIssuer, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company Issuer and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities. i. j. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the Company’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary or desirable to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securities. j. k. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyIssuer. The Investor acknowledges specifically that a possibility of total loss exists. k. l. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. m. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. m. n. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. o. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor and Investor, and, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the CompanyIssuer, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. p. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. [Reserved.] s. In connection with the issue and purchase of the Securities, none of neither the Company, Electriq Power Issuer nor any of their respective its affiliates have acted as the Investor’s financial advisor or fiduciary. s. t. [Reserved.] t. u. The Investor hahas or has commitments to have, and, when required to deliver payment to the Issuer pursuant to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Securities when required pursuant to this Agreement. v. The Investor acknowledges and agrees that it is not an underwriter within the meaning of Section 2(a)(11) of the Securities Act and that the purchase and sale o

Investor Representations and Warranties. The Investor represents and warrants to the Company Dynamics that: a. (a) The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an institutional “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is an “institutional account” (as defined in FINRA Rule 4512(c)), (iii) is acquiring the Securities Subscribed Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Securities Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziv) is not acquiring the Securities Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesSubscribed Shares, unless the newly formed entity is an entity in which all of the investors are institutional accredited investors, and is an “institutional account” as defined in FINRA Rule 4512(c). (iib) Applicable to non-U.S. investors: The To the extent applicable, the Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation Shas been duly formed or incorporated, and it has received all is validly existing in good standing (to the information relevant to its acquisition extent the concept of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor good standing is a resident or subject to applicable in such jurisdiction) under the laws of Canadaits jurisdiction of incorporation or formation and has all power (corporate or otherwise) and authority to own, the Investor hereby declareslease and operate its properties and conduct its business as presently conducted and to enter into, represents, warrants deliver and agrees as set forth in the attached Schedule B.perform its obligations under this Subscription Agreement. b. (c) The Investor acknowledges and agrees that the Securities Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Subscribed Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act Act, except (i) to the Company Dynamics or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) ), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities Subscribed Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees effect (provided, that (i) the Subscribed Shares may not such legend shall be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction subject to removal in accordance with the terms of the Certificate of DesignationSection 7(e)). The Investor acknowledges and agrees that the Securities Subscribed Shares will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Subscribed Shares and may be required to bear the financial risk of an investment in the Securities Subscribed Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Subscribed Shares will not be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company Dynamics files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesSubscribed Shares. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Subscribed Shares for any period of time. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2(d) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Subscribed Shares from the CompanyDynamics. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and or agreements made to the Investor by or on behalf of Dynamics, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing foregoing, or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included Dynamics expressly set forth in Section 5 of this Subscription Agreement. e. Either (1e) the The Investor’s acquisition and holding of the Securities Subscribed Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. (f) The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesSubscribed Shares, including, without limitation, including with respect to the CompanyDynamics, the Transaction and the business of Electriq Power and its subsidiariesthe Company. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed had the Company’s filings with opportunity to review the SECSEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingSubscribed Shares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. (g) The Investor became aware of this offering of the Securities Subscribed Shares solely by means of direct contact between the Investor and Dynamics, the Company, Electriq Power Company or a representative of Dynamics or the Company or Electriq PowerCompany, and the Securities Subscribed Shares were offered to the Investor solely by direct contact between the Investor and Dynamics, the Company, Electriq Power Company or a representative of Dynamics or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesSubscribed Shares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising has relied solely upon its independent investigation and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and BofA Securities, Inc. (each, a “Placement Agent” and, together, the “Placement Agents”), Dynamics, the Company, Electriq Power or any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing) concerning Dynamics, the Company, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby (including the Transaction), other than the representations and warranties of the Company Dynamics contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesDynamics. i. (h) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesSubscribed Shares, including those set forth in the Company’s Dynamics’ filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesSubscribed Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securitiesdecision. The Investor will not look to the Placement Agents for all or part of any such loss or losses the Investor may suffer and is able to sustain a complete loss on its investment in the SecuritiesSubscribed Shares. j. (i) Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Subscribed Shares and determined that the Securities Subscribed Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyDynamics. The Investor acknowledges specifically that a possibility of total loss exists. k. In making (j) The Investor acknowledges that certain information provided to it by Dynamics was based on projections, and that such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The Investor acknowledges that such information and projections were prepared without the participation of the Placement Agents and that the Placement Agents assume no responsibility for independent verification of, or the accuracy or completeness of, such information or projections. (k) The Investor acknowledges that the Placement Agents: (i) have not provided the Investor with any information or advice with respect to the Subscribed Shares, (ii) have not made and do not make any representation, express or implied, as to Dynamics, the Company, the Company’s credit quality, the Subscribed Shares or the Investor’s purchase of the Subscribed Shares, (iii) have not acted as the Investor’s financial advisor or fiduciary in connection with the issue and purchase of Subscribed Shares, (iv) may have acquired, or during the period during which the Investor holds the Subscribed Shares, may acquire, non-public information with respect to the Company or Dynamics, which the Investor agrees need not be provided to it, and (v) may have existing or future business relationships with Dynamics and the Company (including, but not limited to, lending, depository, risk management, advisory and banking relationships) and will pursue actions and take steps that they deem necessary or appropriate to protect their interests arising therefrom without regard to the consequences for a holder of Subscribed Shares, and that certain of these actions may have material and adverse consequences for a holder of Subscribed Shares. (l) The Investor acknowledges that it has not relied on the Placement Agents in connection with its decision determination as to purchase the Securitieslegality of its acquisition of the Subscribed Shares or as to the other matters referred to herein, and the Investor has not relied solely upon independent on any investigation made that the Placement Agents, any of their affiliates or any person acting on their behalf have conducted with respect to the Subscribed Shares, Dynamics or the Company. The Investor further acknowledges that it has not relied on any information contained in any research reports or other materials prepared by the InvestorPlacement Agents or any of their affiliates. l. (m) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Subscribed Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. (n) The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, or any statute, regulation or other law to which the Investor is a party or by which the Investor is bound, except where any such breach, default, or conflict would not reasonably be expected to have a material adverse effect on the Investor’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has the legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Subscription Agreement constitutes the valid and binding obligation agreement of the CompanyDynamics, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. (o) The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (viii) a non-U.S. shell bank or or, to its knowledge, providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”)bank. The Investor agrees to provide law enforcement agencies, if requested thereby, such records related to this Subscription Agreement as required by applicable law; provided, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Subscribed Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investorderived. p. [Reserved.] q. [Reserved.] r. In (p) The Investor acknowledges and agrees that no disclosure or offering document has been prepared by the Placement Agents in connection with the issue offer and purchase sale of the SecuritiesSubscribed Shares. (q) When required to deliver payment to Dynamics pursuant to Section 2 of this Subscription Agreement, none the Investor will have sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the CompanySubscribed Shares pursuant to this Subscription Agreement. (r) No broker, Electriq Power nor finder or other financial consultant has acted on behalf of the Investor in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Dynamics. (s) The Investor does not have, as of the date hereof, and during the 30 day period immediately prior to the date hereof, such Investor has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of Dynamics. (t) The Investor acknowledges that it is aware that ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, in addition to their respective affiliates have role as a Placement Agent hereunder, is acting, and has acted as the Investor’s as, respectively, capital markets advisor and financial advisor or fiduciaryto Dynamics, including, in the case of ▇.▇. ▇▇▇▇▇▇ Securities LLC, as underwriter in the initial public offering of Dynamics Class A common stock. s. [Reserved.] t. The (u) Notwithstanding anything to the contrary set forth herein, the Investor haacknowledges and agrees that, subsequent to the date of this Subscription Agreement and prior to the Closing, Dynamics may enter into one or more additional s

Investor Representations and Warranties. The Investor represents and warrants to SLAM, TopCo and the Company that: a. (a) The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring all of the Securities Backstop Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Backstop Shares as a fiduciary or agent for one or more investor investment accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Backstop Shares for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law laws of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Accordingly, the Investor understands that the offering of the Backstop Shares meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J), or (y) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and the institutional customer exemption under FINRA Rule 2111(b). Investor is not either (a) an entity not formed for the specific purpose of acquiring the SecuritiesBackstop Shares or (b) a wholly owned subsidiary of an entity not formed for the specific purpose of acquiring the Backstop Shares. (iib) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Backstop Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and Act, that the offer and sale of Securities Backstop Shares have not been registered under the Securities ActAct and that Issuer is not required to register the Backstop Shares. The Investor acknowledges and agrees that the Securities Backstop Shares may not be offered, resold, transferred, pledged transferred or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities will be subject to the foregoing transfer restrictions and as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledge, transfer or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not be eligible for resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Securities. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities from the Company. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Electriq Power or any of the respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included in this Agreement. e. Either (1) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the Securities, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the Closing. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. The Investor became aware of this offering of the Securities solely by means of direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power. The Investor did not become aware of this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power or any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company contained in Section 5 of this Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities. i. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the Company’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securities. j. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. m. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor and have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor ha,

Investor Representations and Warranties. The Investor represents and warrants to the Company Issuer and SPAC that: a. (a) The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring all of the Securities Subscription Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Subscription Shares as a fiduciary or agent for one or more investor investment accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Subscription Shares for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law laws of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not either (a) an entity not formed for the specific purpose of acquiring the SecuritiesSubscription Shares or (b) a wholly owned subsidiary of an entity not formed for the specific purpose of acquiring the Subscription Shares. (iib) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Subscription Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and Act, that the offer and sale of Securities Subscription Shares have not been registered under the Securities ActAct and that Issuer is not required to register the Subscription Shares except as set forth in Section 8 of this Subscription Agreement. The Investor acknowledges and agrees that the Securities Subscription Shares may not be offered, resold, transferred, pledged transferred or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of clauses (i) and (iii) case, in accordance with any applicable securities laws of the states and other jurisdictions of the United StatesStates and other applicable jurisdictions, and that any certificates or book entry positions entries representing the Securities Subscription Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Subscription Shares will be subject to the foregoing these securities law transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Subscription Shares and may be required to bear the financial risk of an investment in the Securities Subscription Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Subscription Shares will not immediately be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date Act, and that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required provisions of Rule 144(i) under the applicable SEC rules and regulations. In connection with this Agreement, Securities Act will apply to the Investor agrees to execute a Lock-Up AgreementSubscription Shares. The Investor acknowledges and agrees that it has been advised to consult legal counsel legal, tax and accounting advisors prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesSubscription Shares. c. (c) Assuming the accuracy of Issuer’s and SPAC’s representations and warranties in Section 5, the consummation of the transactions contemplated pursuant to this Subscription Agreement, including the Transaction, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Investor or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Investor or any of its subsidiaries is a party or by which the Investor or any of its subsidiaries is bound or to which any of the property or assets of the Investor is subject that would reasonably be expected to have a material adverse effect on the ability of the Investor to enter into and timely perform its obligations under this Subscription Agreement (an “Investor Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of the Investor; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Investor or any of its properties that would reasonably be expected to have an Investor Material Adverse Effect. (d) The Investor acknowledges and agrees that it is aware the Securities are being offered under book-entry position representing the exemption from registration Subscription Shares will bear or reflect, as applicable, a legend substantially similar to the following (provided by that such legend shall be subject to removal in accordance with Section 4(a)(28(h) of the Securities Acthereof): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, Regulation D or Regulation S.AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY NOT BE OFFERED, RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT EXCEPT (I) TO THE ISSUER OR A SUBSIDIARY THEREOF, (II) TO NON-U.S. PERSONS PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (III) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION.” d. (e) The Investor acknowledges and agrees that the Investor is purchasing the Securities Subscription Shares from the CompanyIssuer. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of Issuer, SPAC, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included Issuer and SPAC expressly set forth in Section 5 of this Subscription Agreement. e. Either (1f) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received received, reviewed and has had an opportunity understood the offering materials made available to review it in connection with the Transaction and such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesSubscription Shares, including, without limitation, with respect to the CompanyIssuer and SPAC, such information regarding the Transaction and the business of Electriq Power the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers from the Company directly and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SecuritiesSubscription Shares. The Investor further acknowledges that the information provided has conducted and completed its own independent due diligence with respect to the Transaction. Based on such information as Investor may change after has deemed appropriate and without reliance upon the date hereof and the Company is under no obligation to inform the Investor regarding Placement Agents or any such changesof their respective affiliates, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the Closing. g. The Investor acknowledges and agrees that control persons, officers, directors, employees, agents or representatives, the Investor has determined based independently made its own analysis and decision to enter into the Transaction. Except for the representations, warranties and agreements of Issuer and SPAC expressly set forth in this Subscription Agreement, the Investor is relying exclusively on its own independent review sources of information, investment analysis and such due diligence (including professional advice as it has deemed may deem appropriate) with respect to the Transaction, that the purchase Subscription Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Securities Company, including but not limited to all business, legal, regulatory, accounting, credit and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investortax matters. h. (g) The Investor became aware of this offering of the Securities Subscription Shares solely by means of direct contact between the Investor and Issuer, SPAC, the Company, Electriq Power Company or a representative of Issuer, SPAC or the Company or Electriq Power, and the Securities Subscription Shares were offered to the Investor solely by direct contact between the Investor and Issuer, SPAC, the Company, Electriq Power Company or a representative of Issuer, SPAC or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesSubscription Shares, nor were the Securities Subscription Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Subscription Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) to its knowledge are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities lawslaws or the securities laws of any other applicable jurisdiction. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation concerning Issuer, SPAC, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Subscription Shares or the offer and sale of the Subscription Shares (including, without limitation, by the Issuer, SPAC, the Company, Electriq Power or the Placement Agents, any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company Issuer and SPAC contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoingIssuer or SPAC. Moreover, the Investor acknowledges that PJT Partners LP is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect acting as a Placement Agent to the TransactionIssuer and PJT Partners (UK) Limited, the Securities and the businessan affiliate of PJT Partners LP, condition (is acting as financial and otherwise), management, operations, properties and prospects of advisor to the Company and it has independently satisfied itself concerning in connection with the relevant tax and other economic considerations relevant to its investment in the SecuritiesTransaction. i. (h) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesSubscription Shares, including those set forth in the CompanyIssuer’s and SPAC’s filings with the SEC, if any. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesSubscription Shares, and, without limiting the representations and warranties of Issuer and SPAC in Section 5, the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securitiesdecision. The Investor is able to sustain acknowledges that the Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a complete loss on its investment in result of the Securitiestransactions contemplated by this Subscription Agreement, and that none of SPAC, Issuer or the Company has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by this Subscription Agreement. j. Alone, or together with any professional advisor(s), the (i) Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Subscription Shares and determined that the Securities Subscription Shares or an investment therein (i) are a fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (iii) are suitable investment for the Investor and that the it. The Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanySubscription Shares. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. (j) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Subscription Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is (k) The Investor, if not a natural person, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation or formation(to the extent such concept exists in such jurisdiction), with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. (l) The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory, if the Investor is a natural person, has legal competence and capacity to execute the same or, if the Investor is not a natural person, the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Subscription Agreement constitutes the valid and binding obligation agreement of the CompanyIssuer and SPAC, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. The (m) Neither the Investor nor, if the Investor is not a natural person, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is, or for the past five (5) years has been, (i) a person, government, or governmental entity that is the target of economic or financial sanctions requirements, or trade embargoes imposed, administered, or enforced by the U.S. government (including the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State), the United Nations, the European Union or any individual European Union member state, the United Kingdom, or other governmental authority (collectively, “Sanctions”), to the extent applicable, including (A) a person or entity named listed on the List any list of Specially Designated Nationals and Blocked Persons administered sanctioned persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by Control, the President U.S. Department of State, the United States and administered by OFAC (“OFAC List”)Nations, the European Union or any individual European Union member state, the United Kingdom, or other governmental authority, to the extent applicable; (B) a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, or resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, in Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions comprehensive Sanctions; (C) any person directly or indirectly owned or controlled by any person or persons described in the United States, foregoing clauses (ivA) and (B); (ii) a Designated National National, as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, ; or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (eachtogether with (i) and (ii), a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, represents that if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor hath

Investor Representations and Warranties. The Investor represents and warrants to the Company that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to To the extent that the Investor is a U.S. investors: At investor, at the time the Investor was offered the SecuritiesShares, it was, and as of the date hereof, the Investor is, and as of the Closing Date the Investor will be is (xi) a “qualified institutional buyer” (as defined in within the meaning of Rule 144A under the Securities Act), or an “accredited investor” (within the meaning of Rule 501 501(a) of Regulation D under the Securities Act), ) as indicated in the questionnaire attached hereto as Exhibit A and (yii) acquiring the Securities Shares only for its own account and (iii) not for the account of others, or if the Investor is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein not on behalf of each owner of each such any other account and (z) is not acquiring the Securities or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A)Act. The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (ii) Applicable to non-To the extent that the Investor is not a U.S. investors: The investor, the Investor understands that the sale of the Securities Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities Shares in an offshore transaction in reliance on Regulation S, and it has received all the information relevant that it considers necessary and appropriate to its acquisition of decide whether to acquire the Securities Shares hereunder outside of the United States. The Investor is not relying on any statements or representations made in connection with the transactions contemplated hereby other than representations contained in this Subscription Agreement. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged (except in ordinary course prime brokerage relationships to the extent permitted by applicable law), mortgaged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or book any book-entry positions shares representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares, until registered under an effective registration statement, will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge, transfer mortgaged or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not be immediately eligible for offer, resale, offer, transfer, pledge pledge, mortgage or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the (“Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up AgreementRule 144”). The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge transfer, pledge, mortgage or transfer disposition of any of the SecuritiesShares. The Investor has conducted its own investigation of the Company, the Target and the Shares and the Investor has made its own assessment and have satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares directly from the Company. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Electriq Power the Target or any of the their respective affiliates or any of the respective subsidiaries, control persons, shareholders, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included expressly set forth in this Subscription Agreement. e. Either (1) the d. The Investor’s acquisition and holding of the Securities Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. e. The Investor acknowledges and agrees that the Investor has received (i) received, reviewed and has had an opportunity understood the Disclosure Documents (defined below) made available to review the Investor in connection with the Transaction and (ii) conducted and completed its own independent due diligence with respect to the Transaction. Based on such information as the Investor deems appropriate and necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power the Target and its subsidiaries, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties of the Company expressly set forth in Section 5 hereof, and not on the Placement Agents, or any statement or action by the Placement Agents, to decide to enter into the transactions contemplated hereby. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has carefully reviewed the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of the Company’s filings , dated as of March 3, 2021 and filed with the SEC (File No. 333-253003) on March 5, 2021 (the “Prospectus”), (ii) each of the other SEC Reports, from the date of the Prospectus through the date of this Agreement, (iii) the Transaction Agreement and (iv) the investor presentation by the Company and the Target (the “Investor Presentation”), a copy of which will be furnished by the Company to the SEC. The Investor acknowledges the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SecuritiesShares. The Investor further acknowledges that the information provided contained in the Disclosure Documents is subject to change, and that any changes to the Investor may change after information contained in the date hereof and the Company is under no obligation to inform the Investor regarding Disclosure Documents, including any such changes, except to the extent such changes would reasonably be expected to cause the failure based on updated information or changes in terms of the Company to satisfy a condition to Transaction, shall in no way affect the Investor’s obligations at obligation to purchase the Closing. g. Shares hereunder, except as otherwise provided herein, and that, in purchasing the Shares, the Investor is not relying upon any projections contained in the Investor Presentation. The Investor acknowledges and agrees that the Investor has determined based Company continues to review the SEC Accounting Changes and its implications, including on the financial statements and other information included in its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent filings with the Investor’s financial needsSEC, objectives and condition and comply and are consistent with all any restatement, revision or other modification of such filings relating to or arising from such review, any subsequent related agreements or other guidance from the SEC staff shall be deemed not material investment policies, guidelines and other restrictions applicable to the Investor. h. The Investor became aware for purposes of this offering of Subscription Agreement. Except for the Securities solely by means of direct contact between the Investor representations, warranties and the Company, Electriq Power or a representative agreements of the Company or Electriq Power, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power. The Investor did not become aware of expressly set forth in this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power or any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and the Target, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. f. The Investor hereby acknowledges and agrees that (i) the Placement Agents are acting solely as placement agents and capital markets advisors, to the Company in connection with the Transaction, and are not acting as underwriters or in any other capacity, and are not and shall not be construed as fiduciaries or financial advisors for the Investor in connection with subscription for Shares hereunder or the Transaction, (ii) the Placement Agents have not made and will not make any representation or warranty, express or implied, to the Investor with regard to this Offering, the Shares, the Company or the Target and have not provided any advice or recommendation to the Investor in connection with the transactions herein, (iii) the Placement Agents will have no responsibility for the representations, warranties or agreements made by the Company or the Investor, or between them, hereunder; (iv) neither the Placement Agents, nor any of their respective representatives or affiliates, have made any independent investigation with respect to the Company, the Shares or the Target or the accuracy, completeness or adequacy of any information supplied to the Investor by or on behalf of the Company or the Target, and (v) the Placement Agents shall not bear responsibility or liability to the Investor for any losses or damages the Investor may incur as a result of or in connection with its purchase of the Shares or any transaction contemplated hereby and, to the fullest extent permitted by law, the Investor hereby waives any claims or causes of action that the Investor may have, now or in the future, against the Placement Agents in connection with any matter set forth herein. The Investor understands and acknowledges that, in light of the Placement Agents’ role as capital markets advisors to the SPAC in addition to other roles as a financial intermediary, the matters described in any Subscription Agreement and the fees in connection therewith may give rise to potential conflicts of interest or the appearance thereof. The Investor consents to (and agrees, to the extent applicable and permitted by applicable law, on behalf of its equity holders, to waive any claims the Investor or its equity holders may have based on any actual or potential conflicts of interest that may arise or result from) the Placement Agents acting as a financial and equity capital markets advisors to the SPAC in addition to other roles as a financial intermediary, and the Placement Agents or one or more of their affiliates engaging in, and receiving any compensation in connection with, any of the activities described in any Subscription Agreement. g. The Investor became aware of this Offering of the Shares solely by means of direct contact between the Investor and the Company or the Placement Agents or a representative of the Company or the Placement Agents, and the Shares were offered to the Investor solely by direct contact between the Investor and the Company, the Placement Agents or a representative of the Company or the Placement Agents. The Investor did not become aware of this Offering of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor has a substantive pre-existing relationship with the Company, the Target or their respective affiliates or the Placement Agents or their respective affiliates for this Offering of the Shares. The Investor acknowledges that it is not relying upon, and has independently satisfied itself concerning not relied upon, any statement, representation or warranty made by any person (including, without limitation, the relevant tax Company, the Target or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and other economic considerations relevant warranties of the Company contained in Section 5 of this Subscription Agreement, in making its decision to subscribe in the Offering. Neither the Investor, nor any of its directors, officers, employees, agents, members or partners has either directly or indirectly, including through a broker or finder, (i) to its investment knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the SecuritiesOffering. i. h. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the Company’s filings with Disclosure Documents and in the SECSEC Reports. The Investor is (i) an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity placement transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits investment risks independently, both in general and risks of an with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluation its participation in the Securitiespurchase of the Shares. The Investor understands and acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b). The Investor has determined based on its own independent review, and has sought such professional advice as it deems appropriate, that its purchase of the Shares and participation in the Transaction (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to the Investor, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which the Investor is bound and (v) are a fit, proper and suitable investment for the Investor, notwithstanding the substantial risks inherent in investing in or holding the Shares. The Investor is able to bear the substantial risks associated with its purchase of the Shares, including but not limited to loss of its entire investment therein. i. The Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision regarding its purchase of Shares and participation in the Transaction and the Investor has made its own assessment and has satisfied itself concerning relevant tax or and other economic considerations relative to its purchase of the SecuritiesShares. The Investor is able to sustain acknowledges that Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a complete loss on its investment in result of the Securitiestransactions contemplated by this Subscription Agreement, and that none of the Company, the Target or the Placement Agents have provided any tax advice or any other representations or guarantee regarding the tax consequence of the transactions contemplated by this Subscription Agreement. j. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. m. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor and have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor ha’

Investor Representations and Warranties. The Investor represents and warrants to the Company that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it wasIssuer, as of the date hereof, that: (a) If the Investor isis a U.S. person (as defined in Regulation S under the Securities Act of 1933, and as of amended (the Closing Date “Securities Act”)), the Investor will be (xi) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: The Investor understands that Shares. If the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person person (as defined in Regulation S), the Investor is not within the United States and is not being issued the Shares for the account or benefit of a U.S. person. The Investor further acknowledges that he, she or it is aware that the sale to it is being made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Securities in Shares for his, her or its own account or for an offshore transaction in reliance on Regulation S, and account over which it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident exercises sole discretion for another qualified institutional buyer or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.accredited investor. b. (b) The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and Act, that the offer and sale of Securities Shares have not been registered under the Securities ActAct and that Issuer is not required to register the Shares except as set forth in Section 8 of this Subscription Agreement. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of clauses (i) and (iii) case, in accordance with any applicable securities laws of the states and other jurisdictions of the United StatesStates and other applicable jurisdictions, and that any certificates or book entry positions entries representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares will be subject to the foregoing these securities law transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not immediately be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date Act, and that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required provisions of Rule 144(i) under the applicable SEC rules and regulations. In connection with this Agreement, Securities Act will apply to the Investor agrees to execute a Lock-Up AgreementShares. The Investor acknowledges and agrees that he, she or it has been advised to consult legal counsel legal, tax and accounting advisors prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesShares. c. (c) Assuming the accuracy of Issuer’s representations and warranties in Section 5, the consummation of the transactions contemplated pursuant to this Subscription Agreement, including the Transaction, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Investor or any of its subsidiaries (if Investor is not an individual) pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Investor or any of its subsidiaries is a party or by which the Investor or any of its subsidiaries is bound or to which any of the property or assets of the Investor is subject that would reasonably be expected to have a material adverse effect on the ability of the Investor to enter into and timely perform Investor’s obligations under this Subscription Agreement (an “Investor Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of the Investor; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Investor or any of its properties that would reasonably be expected to have an Investor Material Adverse Effect. (d) The Investor acknowledges and agrees that it is aware the Securities are being offered under book-entry position representing the exemption from registration Shares will bear or reflect, as applicable, a legend substantially similar to the following (provided by that such legend shall be subject to removal in accordance with Section 4(a)(28(e) of the Securities Acthereof): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, Regulation D or Regulation S.AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY NOT BE OFFERED, RESOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF BY THE HOLDER ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT EXCEPT (I) TO THE ISSUER OR A SUBSIDIARY THEREOF, (II) TO NON-U.S. PERSONS PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (III) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND, IN THE CASE OF CLAUSE (III), IF SO REQUESTED BY THE ISSUER, UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL FROM THE HOLDER IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.” d. (e) The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares from the CompanyIssuer. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of the CompanyIssuer, Electriq Power or Obagi, Milk, any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included Issuer expressly set forth in Section 5 of this Subscription Agreement. e. Either (1f) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received received, reviewed and has had an opportunity understood the offering materials made available to review it in connection with the Transaction and such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the CompanyIssuer, such information regarding the Transaction and the respective business of Electriq Power Obagi, Milk and its their respective subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed the CompanyIssuer’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers from Obagi and Milk directly and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SecuritiesShares. The Investor further acknowledges that the information provided to the Investor may change after the date hereof has conducted and the Company is under no obligation to inform the Investor regarding any such changescompleted his, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the Closing. g. The Investor acknowledges and agrees that the Investor has determined based on her or its own independent review and due diligence with respect to the Transaction. Based on such professional advice information as it such Investor has deemed appropriate, that such Investor has independently made his, her or its own analysis and decision to enter into the purchase Transaction. Except for the representations, warranties and agreements of the Securities and participation Issuer expressly set forth in the Transaction are consistent Subscription Agreement, the Investor is relying exclusively on his, her or its own sources of information, investment analysis and due diligence (including professional advice he, she or it may deem appropriate) with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable respect to the InvestorTransaction, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of Obagi or Milk, respectively, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. h. (g) The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and the CompanyIssuer, Electriq Power Obagi, Milk or a representative of the Company Issuer, Obagi or Electriq PowerMilk, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and the CompanyIssuer, Electriq Power Obagi, Milk or a representative of the Company Issuer, Obagi or Electriq PowerMilk. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Shares (i) were not offered to it the Investor by any form of general solicitation or general advertising and (ii) are not being offered to it the Investor in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that he, she or it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the CompanyIssuer, Electriq Power or Obagi, Milk, any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company Issuer contained in Section 5 of this Subscription Agreement, in making his, her or its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesIssuer. i. (h) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the CompanyIssuer’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and, without limiting the representations and warranties of the Issuer in Section 5, the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securitiesdecision. The Investor is able to sustain acknowledges that the Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a complete loss on its investment in result of the Securitiestransactions contemplated by this Subscription Agreement, and that none of the Issuer, Obagi or Milk has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by this Subscription Agreement. j. (i) Alone, based on his, her or together its own independent review or with any such professional advisor(s)advice as it deems appropriate, the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares (i) are fully consistent with his, her or its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which it is bound and (v) are a fit, proper and suitable investment for the Investor and that the it. The Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyIssuer. The Investor acknowledges specifically that a possibility of total loss exists. k. (j) In making his, her or its decision to purchase the SecuritiesShares, the Investor has relied solely upon independent investigation investigations made by the InvestorInvestor and the representations and warranties in Section 5. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of Issuer (other than those representations, warranties, covenants and agreements of Issuer expressly set forth in Section 5 of this Subscription Agreement), or any of his, her or its respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing concerning Issuer, Obagi, Milk, the Transaction, the Transaction Agreements, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares. l. (k) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is (l) The Investor, if not a natural person, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation or formation(to the extent such concept exists in such jurisdiction), with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. (m) The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory, if the Investor is a natural person, has legal competence and capacity to execute the same or, if the Investor is not a natural person, the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Subscription Agreement constitutes the valid and binding obligation agreement of the CompanyIssuer, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. The (n) Neither the Investor nor, if the Investor is not a natural person, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is, or for the past five (5) years has been, (i) a person, government, or governmental entity that is the target of economic or financial sanctions requirements, or trade embargoes imposed, administered, or enforced by the U.S. government (including the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State), the United Nations, the European Union or any individual European Union member state, the United Kingdom, or other governmental authority (collectively, “Sanctions”), to the extent applicable, including (A) a person or entity named listed on the List any list of Specially Designated Nationals and Blocked Persons administered sanctioned persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor haContro

Investor Representations and Warranties. The Investor represents and warrants to the Company Silver Spike that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities ActSecurities), or an “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (ii) Applicable to non-U.S. investors: b. The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees understands that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Silver Spike or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States ii)in an offshore transaction within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees effect (provided that (i) the Subscribed Shares may not such legends will be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance eligible for removal upon compliance with the terms relevant resale provisions of the Certificate of Designation. The Investor acknowledges and agrees that Rule 144 under the Securities will be subject to the foregoing transfer restrictions and Act); as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledge, transfer or otherwise dispose of resell the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not immediately be eligible for resale, offer, transfer, pledge or disposition resale pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up AgreementAct. The Investor acknowledges and agrees understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the SecuritiesShares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges understands and agrees that the Investor is purchasing the Securities Shares from the CompanySilver Spike. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of the CompanySilver Spike, Electriq Power WM or any of the their respective affiliates officers or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than than, in the case of Silver Spike, those representations, warranties, covenants and agreements of the Company included in this the Subscription Agreement. e. Either (1) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. d. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the CompanyWM, Silver Spike, the Transaction and the business of Electriq Power and its subsidiariesWM. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed had the Companyopportunity to review Silver Spike’s filings with the SEC. The Investor also acknowledges and agrees that the Investor has received information related to certain “disqualifying events” under Section 506(d) of the Securities Act. The Investor represents and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingShares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. e. The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and the CompanySilver Spike, Electriq Power WM or a representative of Silver Spike or WM or by means of contact from ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. or any of their affiliates (the Company or Electriq Power“Placement Agents”), and the Securities Shares were offered to the Investor solely by direct contact between the Investor and the CompanySilver Spike, Electriq Power WM or a representative of Silver Spike or WM or by contact between the Company or Electriq PowerInvestor and the Placement Agents. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) Shares were not offered to it the Investor by any form of general solicitation advertising or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities lawssolicitation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, WM, Silver Spike, the Company, Electriq Power Placement Agents or any of their respective affiliates or any of its or their respective subsidiaries, control persons, officers, directors, employees, partners, agents employees or representatives), other than the representations and warranties of the Company Silver Spike contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in Silver Spike. The Investor further acknowledges that the CompanyPlacement Agents have not made, do not make and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) shall not be deemed to make any express or implied representation or warranty with respect to Silver Spike, WM, this offering or the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities. i. f. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the CompanySilver Spike’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securitiesdecision. j. g. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanySilver Spike. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase h. The Investor has not relied on any statements or other information provided by or on behalf of the SecuritiesPlacement Agents or any of their affiliates or any of their control persons, officers, directors, employees or representatives concerning WM, Silver Spike, the Investor has relied solely upon independent investigation made by Transaction, the InvestorTransaction Agreement, the Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares. l. i. The Investor acknowledges understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is j. The Investor, if not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. The k. In the case of an Investor that is not a natural person, the execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is boundbound which would reasonably be expected to have a material adverse effect on the legal authority of the Investor to enter into and perform its obligations under this Subscription Agreement, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual the signatory has been duly authorized to execute the same, and, and this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. l. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”)bank. The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investorderived. p. [Reservedm. No disclosure or offering document has been provided to the Investor by the Placement Agents in connection with the offer and sale of the Shares.] q. [Reservedn. The Investor acknowledges that the Placement Agents and each of their directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to Silver Spike or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by Silver Spike.] r. o. In connection with the issue and purchase of the SecuritiesShares, none of the Company, Electriq Power nor any of their respective affiliates Placement Agents have not acted as the Investor’s financial advisor or fiduciary and the Investor has exercised independent judgment in evaluating its participation in the purchase of the Shares. p. The Investor at the Closing will have sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares when required pursuant to this Subscription Agreement. q. The Investor represents and warrants that its acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law. r. If the Investor is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Investor represents and warrants that neither Silver Spike, nor any of its respective affiliates (the “Investor Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of the Investor Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Shares. s. [ReservedExcept (i) as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by such Investor with the SEC with respect to the beneficial ownership of Silver Spike’s Shares prior to the date hereof and (ii) with respect to any affiliates of the Investor, the Investor is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of equity securities of Silver Spike (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).] t. The Investor hawill not acquire a substantial interest (as defined in 31 C.F.R. Part 800.244) in Silver Spike as a result of the purchase and sale of Shares hereunder. u. The Investor acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to Silver Spike.

Investor Representations and Warranties. The Investor represents and warrants to the Company that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the SecuritiesShares, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (xi) a “qualified institutional buyer” (as defined in within the meaning of Rule 144A under the Securities Act), ) or an “accredited investor” (within the meaning of Rule 501 501(a) of Regulation D under the Securities Act), as indicated in the questionnaire attached hereto as Exhibit A and (yii) is acquiring the Securities Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein not on behalf of each owner of each such any other account and (z) is not acquiring the Securities or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A)Act. The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities Shares in an offshore transaction in reliance on Regulation S, and it has received all the information relevant that it considers necessary and appropriate to its acquisition of decide whether to acquire the Securities Shares hereunder outside of the United States. The Investor is not relying on any statements or representations made in connection with the transactions contemplated hereby other than representations contained in this Subscription Agreement. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged (except in ordinary course prime brokerage relationships to the extent permitted by applicable law), mortgaged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or book any book-entry positions shares representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares delivered at the Closing in accordance herewith will be subject to the foregoing transfer restrictions and as a result of these transfer restrictions, the Investor may not be able to readily immediately eligible for offer, resellresale, transfer, pledge, transfer or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not be eligible for resale, offer, transfer, pledge mortgage or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the (“Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up AgreementRule 144”). The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge transfer, pledge, mortgage or transfer disposition of any of the Securities. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities from the CompanyShares. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Electriq Power or any of the respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included in this Agreement. e. Either (1) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the Securities, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, Target and the Securities, received Shares and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the Closing. g. The Investor acknowledges and agrees that the Investor has determined based on made its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. The Investor became aware of this offering of the Securities solely by means of direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power. The Investor did not become aware of this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, assessment and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power or any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company contained in Section 5 of this Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesShares. i. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the Company’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securities. j. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. m. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor and have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor ha

Investor Representations and Warranties. The Investor represents and warrants to the Company SCS that: a. The (a) If the Investor is either a U.S. investor or non-U.S. investor person (as set forth defined in Regulation S under its name on the signature page heretoSecurities Act), and accordingly represents the applicable additional matters under clause Investor (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A hereto, (yii) is acquiring the Securities Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule AA hereto). The Investor, if such Investor is not a natural person, is not an entity formed for the specific purpose of acquiring the Securities. Shares and is an “institutional account” as defined by FINRA Rule 4512(c). If the Investor is not a U.S. person (ii) Applicable to non-as defined in Regulation S under the Securities Act), the Investor is not within the United States and is not being issued the Shares for the account or benefit of a U.S. investors: person. The Investor understands further acknowledges that he, she or it is aware that the sale of the Securities Shares is being made pursuant to and in reliance upon Regulation S promulgated on a private placement exemption from registration under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it and is acquiring the Securities in Shares for the Investor’s own account or for an offshore transaction in reliance on Regulation S, and account over which it has received all the information relevant to its acquisition of the Securities hereunder outside of the United Statesexercises sole discretion for another qualified institutional buyer or accredited investor. The Investor understands that this offering of the Shares meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A), (C) or (J) and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with (ii) the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.institutional customer exemption under FINRA Rule 2111(b). b. (b) The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and Act, that the offer and sale of Securities Shares have not been registered under the Securities ActAct and that SCS is not required to register the Shares except as set forth in Section 7 of this Subscription Agreement. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company SCS or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of clauses (i) and (iii) case, in accordance with any applicable securities laws of the states and other jurisdictions of the United StatesStates and other applicable jurisdictions, and that any certificates or book entry positions entries representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees effect (provided that (i) the Subscribed Shares such legend may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction subject to removal in accordance with the terms of the Certificate of DesignationSection 7(d)). The Investor acknowledges and agrees that the Securities Shares will be subject to the foregoing these securities law transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not immediately be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date Act, and that the Company files a Current Report on Form 8-K following provisions of Rule 144(i) will apply to the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up AgreementShares. The Investor acknowledges and agrees that it has been advised to consult legal counsel legal, tax and accounting prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesShares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2(c) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares from SCS, and that SCS, the Company, and/or the Placement Agents and/or their respective affiliates may now or in the future own securities of SCS and may purchase Shares. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of SCS, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included SCS expressly set forth in Section 5 of this Subscription Agreement. e. Either (1d) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received and has or had an opportunity access to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the CompanySCS, the Transaction and the business of Electriq Power the Company and its subsidiaries. The Investor acknowledges that the Investor has consulted with the Investor’s own legal, accounting, financial, regulatory and tax advisors, to the extent the Investor deemed appropriate to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the CompanySCS’s filings with the SECSEC as the Investor deems necessary in order to make an investment decision with respect to the Shares. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers review financial and obtain such other information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Shares, and ask such questions, receive such answers and obtain such information as the Investor further acknowledges that the information provided and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingShares. g. (e) The Investor acknowledges and agrees that certain information provided to the Investor has determined was based on its own independent review projections, and such professional advice as it has deemed appropriateprojections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The Investor acknowledges and agrees that such information and projections were prepared without the participation of the Placement Agents and that the purchase of Placement Agents, SCS and the Securities and participation in Company do not assume responsibility for independent verification of, or the Transaction are consistent with the Investor’s financial needsaccuracy or completeness of, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investorsuch information or projections. h. (f) The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and SCS, the Company, Electriq Power Company or a representative of SCS or the Company or Electriq PowerCompany, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and SCS, the Company, Electriq Power Company or a representative of SCS or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, SCS, the Company, Electriq Power or the Placement Agents, any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company SCS contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesSCS. i. (g) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the CompanySCS’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securitiesdecision. The Investor is able to sustain acknowledges that Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a complete loss on its investment in result of the Securitiestransactions contemplated by this Subscription Agreement, and that neither SCS nor the Company has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Subscription Agreement. j. (h) Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanySCS. The Investor acknowledges specifically that a possibility of total loss exists. k. (i) In making its decision to purchase the SecuritiesShares, the Investor has relied solely upon independent investigation made by the InvestorInvestor and the representations and warranties of SCS in Section 5. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents or any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing concerning SCS, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares. l. (j) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is not a natural person, the (k) The Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formationincorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. (l) The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, and will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory has legal competence and capacity to execute the same or the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Subscription Agreement constitutes the valid and binding obligation agreement of the CompanySCS, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. The (m) Neither the Investor is not nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is: (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) Control, or in any Executive Order issued similar list of sanctioned persons administered by the President of European Union, any individual European Union member state or the United States and administered by OFAC Kingdom (collectively, “OFAC ListSanctions Lists”), or a person or entity prohibited by any OFAC sanctions program, ; (ii) owned, directly or indirectly, indirectly owned or controlled by, or acting on behalf of, one or more persons that are named on the OFAC a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national national, or the government, including any political subdivision, agency agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union, any individual European Union member state or the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, ; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (eachcollectively, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, represents that if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Investor Investor, directly or indirectly through a third-party administrator, maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent requiredThe Investor also represents that it, the Investor directly or indirectly through a third-party administrator, maintains policies and procedures reasonably designed to ensure compliance with OFAC-sanctions administered sanctions programsby the United States, including for the screening of its investors against European Union, any individual European Union member state or the OFAC sanctions programsUnited Kingdom, including the OFAC List. To to the extent required by applicable law, the to it. The Investor maintains policies and procedures reasonably designed to ensure further represents that the funds held by the Investor and used to purchase the Securities Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In (n) If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with ERISA Plans, “Plans”), the Investor represents and warrants that (A) neither SCS nor any of its affiliates has provided investment advice or has otherwise acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Shares, and none of the parties to the Transaction is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with the issue Investor’s investment in the Shares; and (B) its purchase of the Securities, none Shares will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the CompanyCode, Electriq Power nor or any of their respective affiliates have acted as the Investor’s financial advisor or fiduciaryapplicable Similar Law. s. [Reserved.] t. The Investor ha(o) No disclosure or offering document has been pre

Investor Representations and Warranties. The Investor Each of Kibbutz and Osprey, severally and not jointly, and as applicable, represents and warrants to the Company that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (iin respect of itself only) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, that as of the date hereof: a. It (i) is duly organized, validly existing and in good standing under the Investor islaws of its jurisdiction of incorporation, and as (ii) has the requisite power and authority to enter into and perform its obligations under this Exchange Agreement. b. This Exchange Agreement has been duly executed and delivered by it, and assuming the due authorization, execution and delivery of the Closing Date same by the Investor will be (x) a “qualified institutional buyer” (as defined Company, this Exchange Agreement shall constitute the valid and legally binding obligation of such person, enforceable against such person in Rule 144A under accordance with its terms, subject to the Enforceability Exceptions. c. Osprey is acquiring the Exchange Securities Act), or in an “accredited investor” (offshore transaction not involving any public offering within the meaning of Rule 501 under the Securities Act), (y) acquiring the Securities only for its own account Act and not for the account of others, or if the Investor is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such accountpermitted under Regulation S, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (z) Osprey is not acquiring the Exchange Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A)Act. The Investor Osprey is not an entity formed for the specific purpose of acquiring the Exchange Securities. (ii) Applicable to non-U.S. investors: The d. Each of the Investor and Kibbutz understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Exchange Securities have not been registered under the Securities Act. The Investor Act or any U.S. state securities laws. e. Osprey acknowledges and agrees agrees, except as otherwise provided herein, that the Exchange Securities may not be offered, resold, transferred, pledged (other than in connection with ordinary course prime brokerage relationships) or otherwise disposed of by the Investor it absent an effective registration statement under the Securities Act Act, except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers “offshore transactions” and sales that occur outside the United States following expiration of a 40-day “distribution compliance period” (each within the meaning of Regulation S under the Securities Act) or (iii) pursuant to another applicable exemption from the registration requirements of the Securities ActAct (including Rule 144), and and, in each of clauses cases (iii) and (iii) ), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book book-entry positions or certificates representing the Exchange Securities shall contain a restrictive legend or notation to such effect. The Investor further acknowledges Osprey understands and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Exchange Securities will be subject to the foregoing transfer restrictions under applicable securities laws and as a result of these transfer restrictions, the Investor Osprey may not be able to readily offer, resell, pledgetransfer, transfer pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Exchange Securities and may be required to bear the financial risk of an investment in the Exchange Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not be eligible for resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees It understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge pledge, transfer or transfer disposition of any of the Exchange Securities. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) . For purposes of the Securities Actthis Exchange Agreement, Regulation D “Transfer” shall mean any direct or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities from the Company. The Investor further acknowledges that it is relying exclusively on its own sources of informationindirect transfer, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transactionredemption, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, representations, warranties, covenants and agreements made to the Investor by disposition or on behalf of the Company, Electriq Power or monetization in any of the respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included in this Agreement. e. Either (1) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the Securitiesmanner whatsoever, including, without limitation, covenants and agreements included in this Exchange Agreement. f. Except for the representations and warranties contained in this Section 5, the Investor makes no express or implied representation or warranty, and hereby disclaims any such representation or warranty with respect to the Company, the Transaction execution and delivery of this Agreement and the business of Electriq Power and its subsidiaries. Without limiting the generality consummation of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEC. The Investor acknowledges and agrees that transactions contemplated herein. g. Each of the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the Closing. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. The Investor became aware of this offering of the Securities solely by means of direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power, and the Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power. The Investor did not become aware of this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges Kibbutz represents that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, a United States person for U.S. federal income tax purposes. h. Kibbutz is the Company, Electriq Power or any sole beneficial owner of their respective affiliates or any $14,700,000 aggregate principal amount of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives), other than the representations and warranties of the Company contained in Section 5 of this Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company Old Notes and it has independently satisfied itself concerning the relevant tax good, valid and other economic considerations relevant marketable title to its investment in the Securities. i. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase such Old Notes, free and ownership clear of the Securitiesany free and clear of any mortgage, including those set forth in the Company’s filings with the SEC. The Investor is a sophisticated investorlien, experienced in private pledge, charge, security interest, encumbrance, title retention agreement, option, equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securities. j. Aloneadverse claim thereto (collectively, “Liens”) (other than pledges or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor and security interests that the Investor is able at this time and may have created in the foreseeable future to bear the economic risk favor of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. The Investor acknowledges prime broker under and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. m. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor and have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms prime brokerage agreement with such broker). Kibbutz has not, in whole or in part, except as may be limited described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise affected by (i) bankruptcydisposed of any of its rights, insolvency, fraudulent conveyance, reorganization, moratorium title or other laws relating interest in or to or affecting the rights of creditors generallysuch Old Notes, or (iib) principles of equity, whether considered at law or equity. o. The Investor is not (i) a given any person or entity named on any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Old Notes. Upon Kibbutz’s delivery of such Old Notes to the List of Specially Designated Nationals and Blocked Persons administered by Company pursuant to the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, SyriaExchange, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United StatesCompany will acquire good, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject marketable and unencumbered title to the Bank Secrecy Act (31 U.S.C. Section 5311 et seqOld Notes, free and clear of all Liens.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor ha

Investor Representations and Warranties. The Investor represents represents, warrants, agrees and warrants acknowledges to the Company Dragoneer that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an institutional “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full sole investment discretion with respect to each such accountqualified institutional buyer or accredited investor, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to Shares and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.natural person. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a private placement transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Dragoneer or a subsidiary thereof, (ii) to nonin an “off-U.S. persons pursuant to offers and sales that occur outside the United States shore transaction” within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company Dragoneer files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection The Investor shall not engage in hedging transactions with this Agreement, regard to the Investor agrees to execute a Lock-Up AgreementShares unless in compliance with the Securities Act. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesShares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under book-entry position representing the exemption from registration Shares will bear or reflect, as applicable, a legend substantially similar to the following (provided by that such legend shall be subject to removal in accordance with Section 4(a)(27(c)(vi) of the Securities Acthereof): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, Regulation D or Regulation S.AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY NOT BE OFFERED, RESOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF BY THE HOLDER ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT EXCEPT (I) TO THE ISSUER OR A SUBSIDIARY THEREOF, (II) TO NON-U.S. PERSONS PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (III) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION.” d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares from the CompanyDragoneer. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of Dragoneer, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included Dragoneer expressly set forth in this Subscription Agreement. e. Either (1) the The Investor’s acquisition and holding of the Securities Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the CompanyDragoneer, the Transaction and the business of Electriq Power the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed had the Company’s filings with opportunity to review the SECSEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SecuritiesShares. The Investor further acknowledges that as part of the Transaction, Dragoneer is expected to file a registration statement under the Securities Act, including a preliminary prospectus and proxy statement (the “Transaction Proxy”), which will contain additional information provided to about the Investor may change after the date hereof Transaction and the Company is under no obligation to inform which the Investor regarding any such changes, except will not have the opportunity to the extent such changes would reasonably be expected review prior to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the Closingentering this Subscription Agreement. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and Dragoneer, the Company, Electriq Power Company or a representative of Dragoneer or the Company or Electriq PowerCompany, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and Dragoneer, the Company, Electriq Power Company or a representative of Dragoneer or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that Dragoneer represents and warrants that the Securities Shares (i) were not offered to it by any form of advertising or, to Investor’s knowledge, general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. .. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, Dragoneer, the Company, Electriq Power or the Placement Agents (defined below), any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company Dragoneer contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesDragoneer. i. h. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesShares, including those set forth in the CompanyDragoneer’s filings with the SECSEC and which will be more fully set forth in the Transaction Proxy. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securitiesdecision. j. i. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Shares and determined that the Securities Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyDragoneer. The Investor acknowledges specifically that a possibility of total loss exists. k. j. In making its decision to purchase the SecuritiesShares, the Investor (a) has relied solely upon independent investigation made by the Investor, (b) has had access to, and an adequate opportunity to review, financial and other information as the Investor deems necessary to make its decision to purchase the Shares, (c) has been offered the opportunity to ask questions of Dragoneer and received answers thereto, as the Investor deemed necessary in connection with its decision to purchase the Shares; and (d) has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents or any of their affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning Dragoneer, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares. l. k. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is l. The Investor, if not a natural personan individual, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formationincorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. m. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is boundbound which would reasonably be expected to have a material adverse effect on the legal authority of the Investor to enter into and perform its obligations under this Subscription Agreement, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Subscription Agreement constitutes the valid and binding obligation agreement of the Company, Dragoneer this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor habinding

Investor Representations and Warranties. The Investor represents and warrants to the Company THMA that: a. (a) To the extent applicable, the Investor has been duly formed or incorporated, and is validly existing in good standing (to the extent the concept of good standing is applicable in such jurisdiction) under the laws of its jurisdiction of incorporation or formation and has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. (b) The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an institutional “accredited investor” (within the meaning of Rule 501 501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is an “institutional account” (as defined in FINRA Rule 4512(c)), (iii) is not an underwriter (as defined in Section 2(a)(11) of the Securities Act) and is aware that the sale is being made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Securities Subscribed Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Securities Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziv) is not acquiring the Securities Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A)Act. The Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: Subscribed Shares. The Investor has completed Schedule A following the signature page hereto and the information contained therein is accurate and complete. Accordingly, the Investor understands that the sale of offering meets the Securities is made pursuant to and in reliance upon Regulation S promulgated exemptions from filing under the Securities Act FINRA Rule 5123(b)(1)(C) or (“Regulation S”J). The Investor is not a U.S. Person . (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. c) The Investor acknowledges and agrees that the Securities Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities Subscribed Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company THMA or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (iii) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities Subscribed Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Subscribed Shares will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Subscribed Shares and may be required to bear the financial risk of an investment in the Securities Subscribed Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities will Subscribed Shares may not be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least one year from the date that the Company THMA files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesSubscribed Shares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2(d) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Subscribed Shares directly from the CompanyTHMA. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of THMA, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included THMA expressly set forth in this AgreementSection 5. e. Either (1e) the The Investor’s acquisition and holding of the Securities Subscribed Shares will not constitute or result in a non-exempt nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. (f) The Investor acknowledges and agrees that the Investor has received such financial and has had an opportunity to review such other information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesSubscribed Shares, including, without limitation, with respect to the CompanyTHMA, the Transaction and the business of Electriq Power the Company and its subsidiaries. The Investor acknowledges that certain information received was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections. The Investor acknowledges that such information and projections were prepared without the participation of the Placement Agents and that the Placement Agents do not assume responsibility for independent verification of, or the accuracy or completeness of, such information or projections. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SECSEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such financial and information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SecuritiesSubscribed Shares. The Investor further acknowledges that has made its own assessment and has satisfied itself concerning the information provided relevant tax and other economic considerations relevant to its investment in the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingSubscribed Shares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. (g) The Investor became aware of this offering of the Securities Subscribed Shares solely by means of direct contact between the Investor and THMA, the Company, Electriq Power Company or a representative of THMA or the Company or Electriq PowerCompany, and the Securities Subscribed Shares were offered to the Investor solely by direct contact between the Investor and THMA, the Company, Electriq Power Company or a representative of THMA or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesSubscribed Shares, nor were the Securities Subscribed Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Subscribed Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, THMA, the Company, Electriq Power or the Placement Agents (defined below), any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company THMA contained in Section 5 of this Agreement5, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesTHMA. i. (h) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesSubscribed Shares, including those set forth in the CompanyTHMA’s filings with the SEC. The Investor is able to fend for itself in the transactions contemplated herein, has exercised its independent judgment in evaluating its investment in the Subscribed Shares, is a sophisticated investor, experienced in investing in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits investment risks independently, both in general and risks of an with regard to all transactions and investment in the Securitiesstrategies involving a security or securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision decision. As applicable, the Investor acknowledges that the offering of the Subscribed Shares meets the institutional account exemptions from filing under FINRA Rule 5123(b)(1) and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securitiesinstitutional customer exemption under FINRA Rule 2111(b). j. (i) Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed such knowledge and experience in financial and business matters as to be capable of evaluating the documents made available to merits and risks of our prospective investment in the Investor and Securities, has adequately analyzed and fully considered the risks of an investment in the Securities Subscribed Shares and determined that the Securities Subscribed Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyTHMA. The Investor acknowledges specifically that a possibility of total loss exists. k. (j) In making its decision to purchase the SecuritiesSubscribed Shares, the Investor has relied solely upon the independent investigation made by the InvestorInvestor and THMA’s representations and warranties in Section 5. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning THMA, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Subscribed Shares or the offer and sale of the Subscribed Shares. l. (k) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Subscribed Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. (l) The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, and will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, genuine and the signatory has been duly authorized to execute the same, and, and this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. (m) The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”)bank. The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Subscribed Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investorderived. p. [Reserved.] q. [Reserved.] r. In (n) The Investor acknowledges that no disclosure or offering document has been prepared by the Placement Agents in connection with the issue offer and purchase sale of the SecuritiesSubscribed Shares. (o) The Investor acknowledges that neither the Placement Agents, none nor any of its affiliates nor any control persons, officers, directors, employees, partners, agents or representatives of any of the Companyforegoing have made any independent investigation with respect to THMA, Electriq Power nor the Company or its subsidiaries or any of their respective affiliates businesses, or the Subscribed Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by THMA. (p) The Investor acknowledges that the Placement Agents have not acted as the Investor’s financial advisor or fiduciaryfiduciary in connection with the Subscription and this Subscription Agreement. The Investor is aware that each BofA Securities, Inc. and Citigroup Global Markets Inc. is acting as one of THMA’s placement agents for the Private Placement and is also acting as financial advisor to the Target in connection with the Transaction. s. [Reserved.] t. (q) The Investor hahas or has commitments to have and, at the Closing, will have, sufficient funds to pay the Subscription Amount and consummate the Subscription pursuant to Section 2. (r) The Investor does not have, as of the date of this Subscription Agreement, and, since the date the Investor was made aware of the Transaction, such Investor has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of THMA. Notwithstanding the foregoing, if the Investor is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Shares covered by this Subscription Agreement.

Investor Representations and Warranties. The Investor represents and warrants to the Company thatthat as of the date hereof: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and (ii) below:has the requisite power and authority to enter into and perform its obligations under this Exchange Agreement. b. This Exchange Agreement has been duly executed and delivered by Investor, and assuming the due authorization, execution and delivery of the same by the Company, this Exchange Agreement shall constitute the valid and legally binding obligation of Investor, enforceable against the Investor in accordance with its terms, subject to the Enforceability Exceptions. c. The Investor (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an institutional “accredited investor” (within the meaning of Rule 501 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the Securities Act), in either case, satisfying the applicable requirements set forth on Annex A hereto, and an “institutional account” as defined in FINRA Rule 4512(c), (yii) is acquiring the Exchange Securities only for its own account and not for the account of others, or if the Investor is subscribing for the Exchange Securities as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, buyer or an institutional accredited investor and the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Exchange Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide has provided the Company with the requested information set forth on Schedule Annex A). The Investor is not an entity formed for the specific purpose of acquiring the Exchange Securities. (ii) Applicable to non-U.S. investors: The d. Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Exchange Securities are being offered in a an offshore transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of the Exchange Securities have not been registered under the Securities Act. Act or any U.S. state securities laws. e. The Investor, to the extent the Investor is an Affiliate of the Company, acknowledges and agrees agrees, except as otherwise provided herein, that the Exchange Securities may not be offered, resold, transferred, pledged (other than in connection with ordinary course prime brokerage relationships) or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act Act, except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers “offshore transactions” and sales that occur outside the United States following expiration of a 40-day “distribution compliance period” (each within the meaning of Regulation S under the Securities Act) or (iii) pursuant to another applicable exemption from the registration requirements of the Securities ActAct (including Rule 144), and and, in each of clauses cases (iii) and (iii) ), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book book-entry positions or certificates representing the Exchange Securities shall contain a restrictive legend or notation to such effect. The Investor, to the extent the Investor further acknowledges is an Affiliate of the Company, understands and agrees that (i) the Subscribed Shares Exchange Securities may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities will be subject to the foregoing transfer restrictions and under applicable securities laws and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Exchange Securities and may be required to bear the financial risk of an investment in the Exchange Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not be eligible for resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge pledge, transfer or transfer disposition of any of the Exchange Securities. c. The . For purposes of this Exchange Agreement, “Transfer” shall mean any direct or indirect transfer, redemption, disposition or monetization in any manner whatsoever, including, without limitation, covenants and agreements included in this Exchange Agreement. Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges understands and agrees that the Investor is purchasing receiving the Exchange Securities directly from the Company. The Investor further acknowledges that there have not been, and the Investor hereby expressly and irrevocably acknowledges and agrees that it is not relying exclusively on its own sources of informationon, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, any representations, warranties, covenants and covenants, agreements or statements made to the Investor by or on behalf of the Company, Electriq Power Company or any of the respective its affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing representatives, or any other person or entity, expressly or by implicationimplication (including by omission), other than those representations, warranties, covenants covenants, agreements and agreements statements of the Company included expressly set forth in this Agreement. e. Either (1) Exchange Agreement and in the Investor’s acquisition Indenture, and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated relying on any other purported representations, warranties, covenants, agreements or statements (including by ERISA. f. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the Securities, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEComission) are hereby disclaimed by Investor. The Investor acknowledges and agrees that certain information provided by the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the TransactionsCompany was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the Closingprojections. f. [Reserved]. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. The Investor became aware of this offering of the Exchange Securities solely by means of direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power, and the Exchange Securities were offered to the Investor solely by direct contact between the Investor and the Company, Electriq Power or a representative of the Company or Electriq Power. The Investor did not become aware of this offering of the Exchange Securities, nor were the Exchange Securities offered to the Investor, by any other means. The Investor acknowledges that the Exchange Securities (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Electriq Power Company or any of their it respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company contained in Section 5 4 of this Exchange Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment participate in the SecuritiesExchange. i. h. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase exchange for, and ownership of the SecuritiesExchange Securities (including, including those without limitation, the risks set forth out in the Company’s filings 2022 annual report on Form 20-F filed with the SECSEC on April 28, 2023). The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securitiesdecision. j. i. Alone, or together with any professional advisor(s), the Investor represents and acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Exchange Securities and determined that the Exchange Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists.. The k. In making its decision to purchase the Securities, the j. Investor has relied solely upon independent investigation made by the Investor. l. The Investor acknowledges understands and agrees that no English or U.S. federal or state agency has passed upon or endorsed the merits of the offering of the Exchange Securities or made any findings or determination as to the fairness of this investment. m. If the k. Investor is not a natural person, the Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. n. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor and have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicableRestricted Person. The signature on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the that Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To Investor also represents that, to the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC and BIS sanctions programs, including for Restricted Persons, and otherwise to ensure compliance with all applicable sanctions and embargo laws, statutes, and regulations. Investor is not a “foreign person,” “foreign government,” or a “foreign entity,” in each case, as defined in Section 721 of the OFAC ListDefense Production Act of 1950, as amended, including, without limitation, all implementing regulations thereof (the “DPA”). To Investor is not controlled, in whole or in part, by a “foreign person,” as defined in the extent required by applicable lawDPA. l. If Investor is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code, then Investor represents and warrants that neither the Company, nor any of its respective affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Exchange Securities, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Exchange Securities. m. No broker, finder or other financial consultant has acted on behalf of Investor in connection with this Exchange Agreement or the transactions contemplated hereby in such a way as to create any liability on the Company. n. Except for the representations and warranties contained in this Section 5, the Investor maintains policies makes no express or implied representation or warranty, and procedures reasonably designed Investor hereby disclaims any such representation or warrant with respect to ensure that the funds held by execution and delivery of this Agreement and the consummation of the transactions contemplated herein. o. The Investor acknowledges that, if it is a United States person for U.S. federal income tax purposes, either (a) the Company must be provided with a correct taxpayer identification number (“TIN”) (generally a person’s social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service (“IRS”) Form W-9, which is provided herein on Exhibit D attached to this Exchange Agreement, or (b) another basis for exemption from backup withholding must be established. The Investor further acknowledges that, if the Investor is not a United States person for U.S. federal income tax purposes, the Company must be provided the appropriate properly completed and used executed IRS Form W-8, attesting to purchase that non-U.S. Exchanging Investor’s foreign status and certain other information as may be reasonably necessary to reduce or eliminate any withholding or deduction, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Securities were legally derived Internal Revenue Code of 1986, as amended. The Investor further acknowledges that it may be subject to 30% U.S. federal withholding on amounts, if any, attributable to accrued and were not obtainedunpaid interest, directly or indirectly24% U.S. federal backup withholding on certain payments or deliveries made to such Investor unless such Investor properly establishes an exemption from, from or a Prohibited Investorreduced rate of, such withholding or backup withholding. p. [ReservedThe Investor is the beneficial owner of the Old Notes set forth on Exhibit A hereto. The Investor has good, valid and marketable title to the Old Notes, free and clear of any free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”) (other than pledges or security interests that the Investor may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). The Investor has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights, title or interest in or to the Old Notes, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Old Notes. Upon the Investor’s delivery of the Old Notes to the Company pursuant to the Exchange, the Company will acquire good, marketable and unencumbered title to the Old Notes, free and clear of all Liens.] q. [Reserved.] r. In connection with The Investor is not, and has not been during the issue and purchase consecutive three-month period preceding the date hereof, a director, officer or “affiliate” within the meaning of Rule 144 promulgated under the Securities, none Securities Act of the Company, Electriq Power nor . The Investor has held the Old Notes continuously for a period of 12 months prior to the date hereof. The Investor shall have promptly provided a signed copy of the Rule 144 Letter in the form attached hereto as Exhibit G on or before the date hereof. r. The Investor has not taken any of their respective affiliates have acted as the Investor’s financial advisor or fiduciaryactions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. s. [Reserved.] t. The Investor ha

Investor Representations and Warranties. The Investor represents and warrants to the Company that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it wasNewco, as of the date hereof, the Investor is, hereof and as of the Closing Date the Date, that: (a) The Investor will be (xi) is (A) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), or ) or(B) an “accredited investor” (within the meaning of Rule 501 501(a)(1), (2), (3), (5), (7) or (8) under the Securities Act) (and in each case the Investor understands that the offering meets the exemptions for filing under FINRA Rule 5123(b)(1)(C) or (J)), (yii) is acquiring the Securities Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (ziii) is not acquiring the Securities Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A)jurisdiction. The Investor is not an entity formed for the specific purpose of acquiring the SecuritiesShares. (iib) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and Act, that the offer and sale of Securities Shares have not been registered under the Securities ActAct and that Newco is not required to register the Shares except as set forth in the Registration Rights Agreement by and between Newco and the Investor to be entered into at the closing of the Transaction Agreement (the “Registration Rights Agreement”). The Investor acknowledges and agrees that the Securities Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Newco or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of clauses (i) and (iii) case, in accordance with any applicable securities laws of the states and other jurisdictions of the United StatesStates and other applicable jurisdictions, and that any certificates or book entry positions records representing the Securities Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Shares will be subject to the foregoing securities law transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Shares and may be required to bear the financial risk of an investment in the Securities Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Shares will not immediately be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up AgreementAct. The Investor acknowledges and agrees that it has been advised to consult legal counsel legal, tax and accounting prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesShares. The Investor has determined based on its own independent review and such professional advice as it deems appropriate that the Shares are a suitable investment for the Investor, notwithstanding the substantial risks inherent in investing in or holding the Shares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2(c) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Shares from the CompanyNewco. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of the CompanyNewco, Electriq Power or Arena, any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, in each case other than those representations, warranties, covenants and agreements of the Company included Newco expressly set forth in this Subscription Agreement. e. Either (1d) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesShares, including, without limitation, with respect to the CompanyNewco, the Transaction and the business of Electriq Power Newco, Arena, Bridge Media and its their respective subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed received access to and has had an adequate opportunity to review the Company’s filings financial and other such information as the Investor deems necessary in order to make an investment decision with respect to the SECShares, including with respect to Newco, Arena, Bridge Media and the Transaction. The Investor acknowledges and agrees that the Investor and the Investor’s legal, accounting, regulatory, tax and other professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s legal, accounting, regulatory, tax and other professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SecuritiesShares. The Investor further acknowledges that In making its decision to purchase the information provided to Shares, the Investor may change after represents that it has relied solely upon independent investigation made by the date hereof and the Company is under no obligation to inform the Investor regarding any such changesInvestor, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at own sources of information, investment analysis and due diligence (including professional advice the Closing. g. The Investor acknowledges deems appropriate) and agrees that the representations, warranties and covenants of Newco contained in this Subscription Agreement with respect to the Transaction, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of Newco and Arena including but not limited to all business, legal, regulatory, accounting, credit, tax and other economic matters. Without limiting the generality of the foregoing, the Investor has determined based not relied on any statements or other information provided by or on behalf of anyone, other than the representations and warranties contained in this Subscription Agreement in making its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation decision to invest in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the InvestorNewco. h. (e) The Investor became aware of this offering of the Securities Shares solely by means of direct contact between the Investor and the CompanyNewco, Electriq Power Arena or a representative of the Company Newco or Electriq PowerArena, and the Securities Shares were offered to the Investor solely by direct contact between the Investor and the CompanyNewco, Electriq Power Arena or a representative of the Company Newco or Electriq PowerArena. The Investor did not become aware of this offering of the SecuritiesShares, nor were the Securities Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) to its knowledge, are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the CompanyNewco, Electriq Power or Arena, any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company Newco contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesNewco. i. (f) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the Company’s filings with the SECShares. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesShares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the SecuritiesShares. The Investor is able to sustain acknowledges that Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a complete loss on its investment in result of the Securitiestransactions contemplated by this Subscription Agreement, and that neither Newco nor Arena has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Subscription Agreement. j. (g) Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor Shares and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyNewco. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. (h) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Shares or made any findings or determination as to the fairness of this investmentan investment in the Shares. m. If the Investor is not a natural person, the (i) The Investor has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation or formation(to the extent such concept exists in such jurisdiction), with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. (j) The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, andthat would reasonably be expected to have a material adverse effect on the Investor’s ability to consummate the transactions contemplated hereby (an “Investor Material Adverse Effect”), if the Investor is not a natural person, and will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory has been duly authorized to execute the same, and, this Subscription Agreement has been duly executed and delivered by the Investor and, assuming that this Subscription Agreement constitutes the valid and binding obligation agreement of the CompanyNewco, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. The (k) Neither the Investor nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is not (i) a person or entity named on the List any sanctions-related list of Specially Designated Nationals and Blocked sanctioned Persons administered maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury or in any Executive Order issued by the President U.S. Department of State, Her Majesty’s Treasury of the United States and administered by OFAC Kingdom, the European Union (or any member state thereof), or the United Nations Security Council (a “OFAC Sanctions List”), or a person or entity prohibited by any OFAC sanctions program, ; (ii) owned, directly or indirectly, indirectly owned or controlled by, or acting on behalf of, one or more persons that are named on the OFAC a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national national, or the government, including any political subdivision, agency agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the United Kingdom, the European Union or any individual European Union member state; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, ; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided also represents that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-sanctions administered sanctions programsby the United States, including for the screening of its investors against United Kingdom, the OFAC sanctions programs, including the OFAC ListEuropean Union or any individual European Union member state. To the extent required by applicable law, The Investor further represents that the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with (l) The Investor is not, nor is the issue and purchase Investor acting on behalf of (i) an employee benefit plan that is subject to Title I of the SecuritiesEmployee Retirement Income Security Act of 1974, none as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the CompanyInternal Revenue Code of 1986, Electriq Power nor as amended (the “Code”), (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of their respective affiliates have acted ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the Investor’s financial advisor foregoing clauses (i), (ii) or fiduciary(iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code. s. [Reserved.] t. (m) The Investor hahas or has commitments to have, and when required to deliver payment to Newco pursuant to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement. (n) The Investor acknowledges and agrees that it is not an underwriter within the meaning of Section 2(a)(11) of the Securities Act and that the purchase and sale of Shares hereunder meets the exemptions from filing under FINRA Rule 5123(b)(1). (o) No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in Newco as a result of the purchase and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over Newco from and after the Closing as a result of the purchase and sale of Shares hereunder.

Investor Representations and Warranties. The Investor represents and warrants to the Company Issuer and SPAC that: a. (a) The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring all of the Securities Backstop Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Securities Backstop Shares as a fiduciary or agent for one or more investor investment accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Backstop Shares for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law laws of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Accordingly, the Investor understands that the offering of the Backstop Shares meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J), or (y) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and the institutional customer exemption under FINRA Rule 2111(b). Investor is not either (a) an entity not formed for the specific purpose of acquiring the SecuritiesBackstop Shares or (b) a wholly owned subsidiary of an entity not formed for the specific purpose of acquiring the Backstop Shares. (iib) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Backstop Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and Act, that the offer and sale of Securities Backstop Shares have not been registered under the Securities ActAct and that Issuer is not required to register the Backstop Shares except as set forth in Section 8 of this Backstop Agreement. The Investor acknowledges and agrees that the Securities Backstop Shares may not be offered, resold, transferred, pledged transferred or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and and, in each of clauses (i) and (iii) case, in accordance with any applicable securities laws of the states and other jurisdictions of the United StatesStates and other applicable jurisdictions, and that any certificates or book entry positions entries representing the Securities Backstop Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Backstop Shares will be subject to the foregoing these securities law transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Backstop Shares and may be required to bear the financial risk of an investment in the Securities Backstop Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Backstop Shares will not immediately be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date Act, and that the Company files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required provisions of Rule 144(i) under the applicable SEC rules and regulations. In connection with this Agreement, Securities Act will apply to the Investor agrees to execute a Lock-Up AgreementBackstop Shares. The Investor acknowledges and agrees that it has been advised to consult legal counsel legal, tax and accounting advisors prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesBackstop Shares. c. (c) Assuming the accuracy of Issuer’s and SPAC’s representations and warranties in Section 5, the consummation of the transactions contemplated pursuant to this Backstop Agreement, including the Transaction, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Investor or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Investor or any of its subsidiaries is a party or by which the Investor or any of its subsidiaries is bound or to which any of the property or assets of the Investor is subject that would reasonably be expected to have a material adverse effect on the ability of the Investor to enter into and timely perform its obligations under this Backstop Agreement (an “Investor Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of the Investor; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Investor or any of its properties that would reasonably be expected to have an Investor Material Adverse Effect. (d) The Investor acknowledges and agrees that it is aware the Securities are being offered under book-entry position representing the exemption from registration Backstop Shares will bear or reflect, as applicable, a legend substantially similar to the following (provided by that such legend shall be subject to removal in accordance with Section 4(a)(28(h) of the Securities Acthereof): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, Regulation D or Regulation S.AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY NOT BE OFFERED, RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT EXCEPT (I) TO THE ISSUER OR A SUBSIDIARY THEREOF, (II) TO NON-U.S. PERSONS PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (III) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION.” d. (e) The Investor acknowledges and agrees that the Investor is purchasing the Securities Backstop Shares from the CompanyIssuer. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of Issuer, SPAC, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included Issuer and SPAC expressly set forth in Section 5 of this Backstop Agreement. e. Either (1f) the Investor’s acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISA. f. The Investor acknowledges and agrees that the Investor has received received, reviewed and has had an opportunity understood the offering materials made available to review it in connection with the Transaction and such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the SecuritiesBackstop Shares, including, without limitation, with respect to the CompanyIssuer and SPAC, such information regarding the Transaction and the business of Electriq Power the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the Company’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers from the Company directly and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the SecuritiesBackstop Shares. The Investor further acknowledges that the information provided has conducted and completed its own independent due diligence with respect to the Transaction. Based on such information as Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the Closing. g. The Investor acknowledges and agrees that has deemed appropriate the Investor has determined based independently made its own analysis and decision to enter into the Transaction. Except for the representations, warranties and agreements of Issuer and SPAC expressly set forth in this Backstop Agreement, the Investor is relying exclusively on its own independent review sources of information, investment analysis and such due diligence (including professional advice as it has deemed may deem appropriate) with respect to the Transaction, that the purchase Backstop Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Securities Company, including but not limited to all business, legal, regulatory, accounting, credit and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investortax matters. h. (g) The Investor became aware of this offering of the Securities Backstop Shares solely by means of direct contact between the Investor and Issuer, SPAC, the Company, Electriq Power Company or a representative of Issuer, SPAC or the Company or Electriq Power, and the Securities Backstop Shares were offered to the Investor solely by direct contact between the Investor and Issuer, SPAC, the Company, Electriq Power Company or a representative of Issuer, SPAC or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesBackstop Shares, nor were the Securities Backstop Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Backstop Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) to its knowledge are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities lawslaws or the securities laws of any other applicable jurisdiction. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation concerning Issuer, SPAC, the Company, the Transaction, the Transaction Agreement, this Backstop Agreement or the transactions contemplated hereby or thereby, the Backstop Shares or the offer and sale of the Backstop Shares (including, without limitation, by the Issuer, SPAC, the Company, Electriq Power or any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company Issuer and SPAC contained in Section 5 of this Backstop Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesIssuer or SPAC. i. (h) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesBackstop Shares, including those set forth in the CompanyIssuer’s and SPAC’s filings with the SEC, if any. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesBackstop Shares, and, without limiting the representations and warranties of Issuer and SPAC in Section 5, the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securitiesdecision. The Investor is able to sustain acknowledges that the Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a complete loss on its investment in result of the Securitiestransactions contemplated by this Backstop Agreement, and that none of SPAC, Issuer or the Company has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by this Backstop Agreement. j. Alone, or together with any professional advisor(s), the (i) Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Backstop Shares and determined that the Securities Backstop Shares or an investment therein (i) are a fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (iii) are suitable investment for the Investor and that the it. The Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyBackstop Shares. The Investor acknowledges specifically that a possibility of total loss exists. k. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor. l. (j) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Backstop Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is (k) The Investor, if not a natural person, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation or formation(to the extent such concept exists in such jurisdiction), with power and authority to enter into, deliver and perform its obligations under this Backstop Agreement. n. (l) The execution, delivery and performance by the Investor of this Backstop Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural person, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Backstop Agreement is genuine, and the signatory, if the Investor is a natural person, has legal competence and capacity to execute the same or, if the Investor is not a natural person, the signatory has been duly authorized to execute the same, and, this Agreement has been duly executed and delivered by the Investor and, assuming that this Backstop Agreement constitutes the valid and binding obligation agreement of the CompanyIssuer and SPAC, this Backstop Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. The (m) Neither the Investor nor, if the Investor is not a natural person, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is, or for the past five (5) years has been, (i) a person, government, or governmental entity that is the target of economic or financial sanctions requirements, or trade embargoes imposed, administered, or enforced by the U.S. government (including the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State), the United Nations, the European Union or any individual European Union member state, the United Kingdom, or other governmental authority (collectively, “Sanctions”), to the extent applicable, including (A) a person or entity named listed on the List any list of Specially Designated Nationals and Blocked Persons administered sanctioned persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by Control, the President U.S. Department of State, the United States and administered by OFAC (“OFAC List”)Nations, the European Union or any individual European Union member state, the United Kingdom, or other governmental authority, to the extent applicable; (B) a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, or resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, in Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions comprehensive Sanctions; (C) any person directly or indirectly owned or controlled by any person or persons described in the United States, foregoing clauses (ivA) and (B); (ii) a Designated National National, as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, ; or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (eachtogether with (i) and (ii), a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, represents that if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the The Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programsapplicable Sanctions, including and that for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable lawpast five years, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. p. [Reserved.] q. [Reserved.] r. In connection with the issue and purchase of the Securities, none of the Company, Electriq Power nor any of their respective affiliates have acted as the Investor’s financial advisor or fiduciary. s. [Reserved.] t. The Investor hahas been in comp

Investor Representations and Warranties. The Investor represents and warrants to the Company Tailwind that: a. The Investor is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the time the Investor was offered the Securities, it was, as of the date hereof, the Investor is, and as of the Closing Date the Investor will be (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), ) or an institutional “accredited investor” (within the meaning of Rule 501 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (yii) is acquiring the Securities Allocated Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Securities Allocated Shares as a fiduciary or agent for one or more investor accounts, each owner of each such account is independently a qualified institutional buyer, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account account, and (ziii) is not acquiring the Securities Allocated Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities law of any other jurisdiction (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information relevant to its acquisition of the Securities hereunder outside of the United States. The Investor understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. If the Investor is a resident or subject to the laws of Canada, the Investor hereby declares, represents, warrants and agrees as set forth in the attached Schedule B. b. The Investor acknowledges and agrees that the Securities Allocated Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of Securities the Allocated Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Securities Allocated Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company Tailwind or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Securities Allocated Shares shall contain a restrictive legend to such effect. The Investor further acknowledges and agrees that (i) the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until one year after the date of the Transaction and (ii) the Preferred Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor until three years after the date of the Transaction in accordance with the terms of the Certificate of Designation. The Investor acknowledges and agrees that the Securities Allocated Shares will be subject to the foregoing transfer restrictions and and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, pledgetransfer, transfer pledge or otherwise dispose of the Securities Allocated Shares and may be required to bear the financial risk of an investment in the Securities Allocated Shares for an indefinite period of time. The Investor acknowledges and agrees that the Securities Allocated Shares will not be eligible for offer, resale, offer, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that the Company Tailwind files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under the applicable SEC rules and regulations. In connection with this Agreement, the Investor agrees to execute a Lock-Up Agreement. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or transfer disposition of any of the SecuritiesAllocated Shares. c. The Investor acknowledges and agrees that it is aware the Securities are being offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation D or Regulation S. d. The Investor acknowledges and agrees that the Investor is purchasing the Securities Allocated Shares from the CompanyTailwind. The Investor further acknowledges that it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Electriq Power, including but not limited to all business, legal, regulatory, accounting, credit and tax matters and that there have been no, no representations, warranties, covenants and agreements made to the Investor by or on behalf of Tailwind, the Company, Electriq Power or any of the their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company included Tailwind expressly set forth in this Subscription Agreement. e. Either (1) the d. The Investor’s acquisition and holding of the Securities Allocated Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law or (2) the Investor is not a Benefit Plan Investor as contemplated by ERISAlaw. f. e. The Investor acknowledges and agrees that the Investor has received and has had an opportunity to review such information as the Investor deems necessary or desirable in order to make an investment decision with respect to the Securities, including, without limitation, with respect to the Company, the Transaction and the business of Electriq Power and its subsidiariesAllocated Shares. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed had the Companyopportunity to review Tailwind’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have conducted its own investigation of the Company, the Transactions, and the Securities, received and reviewed the offering materials made available to the Investor and had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. The Investor further acknowledges that the information provided to the Investor may change after the date hereof and the Company is under no obligation to inform the Investor regarding any such changes, except to the extent such changes would reasonably be expected to cause the failure of the Company to satisfy a condition to the Investor’s obligations at the ClosingAllocated Shares. g. The Investor acknowledges and agrees that the Investor has determined based on its own independent review and such professional advice as it has deemed appropriate, that the purchase of the Securities and participation in the Transaction are consistent with the Investor’s financial needs, objectives and condition and comply and are consistent with all material investment policies, guidelines and other restrictions applicable to the Investor. h. f. The Investor became aware of this offering of the Securities Allocated Shares solely by means of direct contact between the Investor and Tailwind, the Company, Electriq Power Company or a representative of Tailwind or the Company or Electriq PowerCompany, and the Securities Allocated Shares were offered to the Investor solely by direct contact between the Investor and Tailwind, the Company, Electriq Power Company or a representative of Tailwind or the Company or Electriq PowerCompany. The Investor did not become aware of this offering of the SecuritiesAllocated Shares, nor were the Securities Allocated Shares offered to the Investor, by any other means. The Investor acknowledges that the Securities Allocated Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, Tailwind, the Company, Electriq Power or the Placement Agent, any of their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representativesrepresentatives of any of the foregoing), other than the representations and warranties of the Company Tailwind contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company, and except for the foregoing, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and it has independently satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the SecuritiesTailwind. i. g. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SecuritiesAllocated Shares, including including, without limitation, those set forth in the CompanyTailwind’s filings with the SEC. The Investor is a sophisticated investor, experienced in private equity transactions and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SecuritiesAllocated Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of the Securities. The Investor is able to sustain a complete loss on its investment in the Securitiesdecision. j. h. Alone, or together with any professional advisor(s), the Investor acknowledges that it has reviewed the documents made available to the Investor and has adequately analyzed and fully considered the risks of an investment in the Securities Allocated Shares and determined that the Securities Allocated Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the CompanyTailwind. The Investor acknowledges specifically that a possibility of total loss exists. The Investor will not look to the Placement Agent for all or part of any such loss or losses the Investor may suffer, and is able to sustain a complete loss on its investment in the Allocated Shares. k. i. In making its decision to purchase the SecuritiesShares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agent or any of its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning Tailwind, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Allocated Shares or the offer and sale of the Allocated Shares. j. The Investor acknowledges that the Placement Agent (i) has not provided the Investor with any information or advice with respect to the Allocated Shares, (ii) has not made any representation, express or implied as to Tailwind, the Company, the Company’s credit quality, the Allocated Shares or the Investor’s purchase of the Allocated Shares, (iii) has not acted as the Investor’s financial advisor or fiduciary in connection with the issue and purchase of Allocated Shares, and (iv) may have acquired, or may acquire, non-public information with respect to the Company, which the Investor agrees need not be provided to it. k. The Investor acknowledges that it has not relied on the Placement Agent in connection with its determination as to the legality of its acquisition of the Allocated Shares or as to the other matters referred to herein and the Investor has not relied on any investigation that the Placement Agent, any of its affiliates or any person acting on its behalf have conducted with respect to the Allocated Shares, Tailwind or the Company. The Investor further acknowledges that it has not relied on any information contained in any research reports prepared by the Placement Agent or any of its affiliates. l. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities Allocated Shares or made any findings or determination as to the fairness of this investment. m. If the Investor is The Investor, if not a natural personan individual, the Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation formation or formationincorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. n. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor and Investor, have been duly authorized (if the Investor is not a natural person) and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not a natural personan individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, andand assuming that this Subscription Agreement constitutes the valid and binding agreement of Tailwind, this Subscription Agreement has been duly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (viii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”)bank. The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Investor it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including including, without limitation, the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Securities Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investorderived. p. [ReservedThe Investor acknowledges that no disclosure or offering document has been delivered to it by J▇▇▇▇▇▇▇▇ LLC or any of its affiliates (the “Placement Agent”) in connection with the offer and sale of the Allocated Shares.] q. [ReservedThe Investor acknowledges that neither the Placement Agent, nor any of its affiliates nor any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing have made any independent investigation with respect to Tailwind, the Company or its subsidiaries or any of their respective businesses, or the Allocated Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by Tailwind.] r. In The Investor acknowledges that in connection with the issue and purchase of the SecuritiesAllocated Shares, none of the Company, Electriq Power nor any of their respective affiliates have Placement Agent has not acted as the Investor’s financial advisor or fiduciary. s. [ReservedWhen required to deliver payment to Tailwind pursuant to Section 2 above, the Investor will have sufficient funds to pay the Subscription Amount pursuant to this Subscription Agreement.] t. The Investor hadoes not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof such Investor has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of Tailwind. Notwithstanding the foregoing, (i) in the case of an Investor that has other entities under common management with Investor that have no knowledge of this Subscription Agreement or of Investor’s participation in the Transaction (including Investor’s affiliates), the representation set forth above shall not apply to such other entities and (ii) in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Allocated Shares.