INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 19, 2021 by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), proposes to sell 30,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-fourth of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 4,500,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters. The Ordinary Shares and Warrants (as defined below) included in the Units will not trade separately until
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and TortoiseEcofin Borrower LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between TortoiseEcofin Acquisition Corp. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 19, 2021Warrant Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 19, 2021, is by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2021 • TortoiseEcofin Acquisition Corp. III • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • February 26th, 2021 • TortoiseEcofin Acquisition Corp. III • New York
This Securities Subscription Agreement (this “Agreement”), effective as of February 3, 2021, is made and entered into by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Buyer”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 9th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and TortoiseEcofin Borrower LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), proposes to sell 30,000,000 Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 4,500,000 Class A ordinary shares on the terms set forth in Section 2 of this Agreement (the “Additional Shares”). The Ordinary Shares and the Additional Shares, if purchased, are hereinafter collectively called the “Shares.” This Agreement is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
TortoiseEcofin Acquisition Corp. III 5100 W. 115th Place Leawood, KS 66211Letter Agreement • May 4th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Off
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2021 • TortoiseEcofin Acquisition Corp. III • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LOAN AND TRANSFER AGREEMENTLoan and Transfer Agreement • April 26th, 2024 • TortoiseEcofin Acquisition Corp. III • Blank checks • Delaware
THIS LOAN AND TRANSFER AGREEMENT (this “Agreement”) is made and entered into effective as of April 17, 2024 (the “Effective Date”), by, between and among each of the parties listed on the signature page under the caption “Investor” (each, an “Investor” and together the “Investors”), TortoiseEcofin Acquisition Corp. III, a Cayman Island exempted company (“SPAC”), TortoiseEcofin Sponsor III LLC, a Cayman Island limited liability company (“Sponsor” or “Borrower”) and One Energy Enterprises Inc., a Delaware corporation (“Target”). Each Investor, SPAC, Sponsor and Target are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
July 19, 2021 TortoiseEcofin Acquisition Corp. III 5100 W. 115th Place Leawood, KS 66211 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Off
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under “Holders” on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 13th, 2024 • TortoiseEcofin Acquisition Corp. III • Blank checks
THIS AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENT, dated as of May 13, 2024 (this “Agreement”), by and among TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company incorporated (“TortoiseCorp III”), One Energy Enterprises Inc., a Delaware corporation (the “Company”), TRTL Holding Corp., a Delaware corporation (“Pubco”) and the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stockholder”, collectively, the “Stockholders” and, together with TortoiseCorp III and the Company, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2021, is made and entered into by and among TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under “Holders” on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED & RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG TortoiseEcofin Acquisition Corp. III, TRTL Holding Corp., OEE Merger Sub Inc., TRTL III First Merger Sub Inc., AND One Energy Enterprises Inc. DATED AS OF FEBRUARY 14, 2024Business Combination Agreement • February 21st, 2024 • TortoiseEcofin Acquisition Corp. III • Blank checks • Delaware
This AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 14, 2024, is made by and among (i) TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company incorporated with limited liability (“TortoiseCorp III”), (ii) TRTL Holding Corp., a Delaware corporation and a wholly owned subsidiary of TortoiseCorp III (“Pubco”), (iii) TRTL III First Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“TRTL Merger Sub”), (iv) OEE Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Company Merger Sub” and together with TRTL Merger Sub, the “Merger Subs”), and (v) One Energy Enterprises Inc., a Delaware corporation (the “Company”). TortoiseCorp III, Pubco, the Merger Subs and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AMENDED AND RESTATED SPONSOR LETTER AGREEMENTSponsor Letter Agreement • May 13th, 2024 • TortoiseEcofin Acquisition Corp. III • Blank checks
This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 10, 2024, is made by and among TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), those certain holders of TortoiseCorp III Class B Shares set forth on the signature pages hereto under “Other Class B Holders” (the “Other Class B Holders” and, together with the Sponsor, the “Class B Holders”), TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (“TortoiseCorp III”), TRTL Holding Corp., a Delaware corporation and wholly owned subsidiary of TortoiseCorp III (“Pubco”), and One Energy Enterprises Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 5, the Persons set forth on the signature pages hereto under “Other Parties” (the “Other Parties” and, together with the Class B Holders, the “Letter Agreement Parties”). The Sponsor, the Other Class B Holders, TortoiseCorp III, Pubco and the Company shall be referred to h
INVESTMENT AGREEMENTInvestment Agreement • June 29th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of June 29, 2021, is by and among (i) TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “SPAC”), (ii) TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) [●] (“Investor”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2023 • TortoiseEcofin Acquisition Corp. III • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 13, 2023, by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 18th, 2023 • TortoiseEcofin Acquisition Corp. III • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2023, by and among TortoiseEcofin Acquisition Corp. III, a Delaware corporation (the “Company”), TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (“Sponsor”), and each of the undersigned parties listed as Holders on the signature pages hereto (along with the Sponsor, each a “Holder” and collectively the “Holders”).
TortoiseEcofin Acquisition Corp. IIITortoiseEcofin Acquisition Corp. III • February 26th, 2021 • New York
FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 13th, 2024 • TortoiseEcofin Acquisition Corp. III • Blank checks
This First Amendment (“First Amendment”) to the Amended and Restated Business Combination Agreement is made and entered into as of May , 2024, by and among (i) TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company incorporated with limited liability (“TortoiseCorp III”), (ii) TRTL Holding Corp., a Delaware corporation and a wholly owned subsidiary of TortoiseCorp III (“Pubco”), (iii) TRTL III First Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“TRTL Merger Sub”), (iv) OEE Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Company Merger Sub”), and (v) One Energy Enterprises Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 12th, 2024 • TortoiseEcofin Acquisition Corp. III • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of June 6, 2024 (the “Effective Date”), by, between and among (the “Investor”), TortoiseEcofin Acquisition Corp. III, a Cayman Island exempted company (“SPAC”), TortoiseEcofin Sponsor III LLC, a Cayman Island limited liability company (“Sponsor”), and One Energy Enterprises Inc., a Delaware corporation (“Target”). Investor, SPAC, Sponsor, and Target are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 18th, 2023 • TortoiseEcofin Acquisition Corp. III • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of August 14, 2023, is made by and among TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), those certain holders of TortoiseCorp III Class B Shares set forth on the signature pages hereto under “Other Class B Holders” (the “Other Class B Holders” and, together with the Sponsor, the “Class B Holders”), TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (“TortoiseCorp III”), and One Energy Enterprises Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 5, the Persons set forth on the signature pages hereto under “Other Parties” (the “Other Parties” and, together with the Class B Holders, the “Letter Agreement Parties”). The Sponsor, the Other Class B Holders, TortoiseCorp III and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the m
SUBSCRIPTION AGREEMENTSubscription Agreement • April 26th, 2024 • TortoiseEcofin Acquisition Corp. III • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of April 25, 2024 (the “Effective Date”), by, between and among _______________ (the “Investor”), TortoiseEcofin Acquisition Corp. III, a Cayman Island exempted company (“SPAC”), TortoiseEcofin Sponsor III LLC, a Cayman Island limited liability company (“Sponsor”), and One Energy Enterprises Inc., a Delaware corporation (“Target”). Investor, SPAC, Sponsor, and Target are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FORM OF CONTINGENT STOCK RIGHTS AGREEMENTContingent Stock Rights Agreement • August 18th, 2023 • TortoiseEcofin Acquisition Corp. III • Blank checks • Delaware
This CONTINGENT STOCK RIGHTS AGREEMENT (as hereafter amended, restated, modified or supplemented in accordance herewith, this “Agreement”), dated as of [•], 2023, is entered into by and among (i) TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (defined below), “TortoiseCorp III”), (ii) Jereme Kent, in his individual capacity; and (iii) Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Terms capitalized but not defined herein shall have the meaning ascribed to them in the Business Combination Agreement (as defined below).
TortoiseEcofin Acquisition Corp. IIITortoiseEcofin Acquisition Corp. III • July 22nd, 2021 • Blank checks • New York
This letter agreement by and between TortoiseEcofin Acquisition Corp. III (the “Company”) and Tortoise Capital Advisors, L.L.C. (“Tortoise Capital Advisors”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
TortoiseEcofin Acquisition Corp. IIITortoiseEcofin Acquisition Corp. III • May 4th, 2021 • Blank checks • New York
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 18th, 2023 • TortoiseEcofin Acquisition Corp. III • Blank checks
THIS STOCKHOLDER SUPPORT AGREEMENT, dated as of August 14, 2023 (this “Agreement”), by and among TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company incorporated (“TortoiseCorp III”), One Energy Enterprises Inc., a Delaware corporation (the “Company”), and the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stockholder”, collectively, the “Stockholders” and, together with TortoiseCorp III and the Company, the “Parties”).
