22,500,000 Units TORTOISE ACQUISITION CORP. ($10.00 per Unit) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
Tortoise Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell 22,500,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,375,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
FORM OF WARRANT AGREEMENT between TORTOISE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2019Warrant Agreement • February 15th, 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”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • February 15th, 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 Borrower LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 15th, 2019 • Tortoise Acquisition Corp. • Blank checks • Delaware
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of February 6, 2019, 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 10018Letter Agreement • February 15th, 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 REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 15th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2019, is made and entered into by and among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas Point”), Tortoise Borrower LLC, a Delaware limited liability company (“Tortoise Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
