BUSINESS COMBINATION AGREEMENT BY AND AMONG TortoiseEcofin Acquisition Corp. III, TRTL III Merger Sub Inc., AND One Energy Enterprises Inc. DATED AS OF AUGUST 14, 2023Business Combination Agreement • August 18th, 2023 • TortoiseEcofin Acquisition Corp. III • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 14, 2023, is made by and among (i) TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company incorporated with limited liability (“TortoiseCorp III”), (ii) TRTL III Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of TortoiseCorp III (“Merger Sub”), and (iii) One Energy Enterprises Inc., a Delaware corporation (the “Company”). TortoiseCorp III, Merger Sub 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.
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”).
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
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).
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”).
