TortoiseEcofin Acquisition Corp. III 5100 W. 115th Place Leawood, KS 66211Underwriting Agreement • June 29th, 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 units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Off
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 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”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under “Holders” on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower, the Anchor Investors 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”).
INVESTMENT AGREEMENTInvestment Agreement • June 29th, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of June 29, 2021, is by and among (i) TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “SPAC”), (ii) TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) [●] (“Investor”).
