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”).
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
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).
