LOAN AND TRANSFER AGREEMENTLoan and Transfer Agreement • December 14th, 2023 • TortoiseEcofin Acquisition Corp. III • Blank checks • Delaware
Contract Type FiledDecember 14th, 2023 Company Industry JurisdictionTHIS LOAN AND TRANSFER AGREEMENT (this “Agreement”) is made and entered into effective as of December 6, 2023 (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.”