0001213900-19-001786 Sample Contracts

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2019 by and between Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Tortoise Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between TORTOISE ACQUISITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).

FORM OF WARRANT AGREEMENT between TORTOISE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2019
Warrant Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2019, is by and between Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks • Delaware

This Securities Purchase Agreement (this “Agreement”), effective as of November 7, 2018, is made and entered into by and between Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Tortoise Sponsor LLC, a Delaware limited liability company (the “Buyer”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks • Delaware

This Forward Purchase Agreement (this “Agreement”) is entered into as of November 21, 2018, among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (the “Purchaser”).

Tortoise Acquisition Corp. 452 Fifth Avenue, 14th Floor New York, NY 10018
Underwriting Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc., Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of [ ] of the Company’s units (including up to [ ] units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering

Form of Administrative Services Agreement Between the Registrant and Sponsor] TORTOISE ACQUISITION CORP.
Administrative Services Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
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