LOAN AND TRANSFER AGREEMENTLoan and Transfer Agreement • February 21st, 2024 • TortoiseEcofin Acquisition Corp. III • Blank checks • Delaware
THIS LOAN AND TRANSFER AGREEMENT (this “Agreement”) is made and entered into effective as of February 15, 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.”
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.
