AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 13th, 2024 • TRTL Holding Corp. • Electric services
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”).
AMENDED AND RESTATED SPONSOR LETTER AGREEMENTSponsor Letter Agreement • May 13th, 2024 • TRTL Holding Corp. • Electric services
This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 13, 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
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 13th, 2024 • TRTL Holding Corp. • Electric services • Delaware
This Lock-Up Agreement (the “Agreement”) is dated as of [●], 2024 and is between TRTL Holding Corp., a Delaware corporation (“Pubco”), and each of the Pubco stockholders identified on Exhibit A hereto, and the other Pubco stockholders who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with Pubco in order to become a party for purposes of this Agreement (each a “Locked-Up Party” and collectively, the “Locked-Up Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the A&R Business Combination Agreement (as defined below).
CONTINGENT STOCK RIGHTS AGREEMENTContingent Stock Rights Agreement • May 13th, 2024 • TRTL Holding Corp. • Electric services • Delaware
This CONTINGENT STOCK RIGHTS AGREEMENT (as hereafter amended, restated, modified or supplemented in accordance herewith, this “Agreement”), dated as of [•], 2024, is entered into by and among (i) TRTL Holding Corp., a Delaware corporation, (“Pubco”), (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).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 13th, 2024 • TRTL Holding Corp. • Electric services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and among TRTL Holding Corp., a Delaware corporation (“Pubco”), 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”).
FORM OF RENEWABLE ENERGY AGREEMENT FOR WIND FOR INDUSTRY PROJECTS //PROJECTCO //CUSTOMERCO //PROJECTNAME The “Execution Date,” pg. 1Renewable Energy Agreement • May 13th, 2024 • TRTL Holding Corp. • Electric services • Ohio
