PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 9th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and TortoiseEcofin Borrower LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), proposes to sell 30,000,000 Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company. 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 4,500,000 Class A ordinary shares on the terms set forth in Section 2 of this Agreement (the “Additional Shares”). The Ordinary Shares and the Additional Shares, if purchased, are hereinafter collectively called the “Shares.” This Agreement is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.
TortoiseEcofin Acquisition Corp. III 5100 W. 115th Place Leawood, KS 66211Underwriting Agreement • April 9th, 2021 • TortoiseEcofin Acquisition Corp. III • 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 TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (including up to 4,500,000 shares which may be purchased to cover over-allotments, if any) (the “Class A Ordinary Shares”). The Class A Ordinary Shares shall be sold in the Public Offering pursuant to the registration statement on Form S-1 No. 333-253586 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Class A Ordinary Share
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower 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”).
