PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 19, 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”).
WARRANT AGREEMENT between TortoiseEcofin Acquisition Corp. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 19, 2021Warrant Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 19, 2021, is by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 19, 2021 by and between TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 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”).
July 19, 2021 TortoiseEcofin Acquisition Corp. III 5100 W. 115th Place Leawood, KS 66211 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 22nd, 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
TortoiseEcofin Acquisition Corp. IIIAdministrative Support Agreement • July 22nd, 2021 • TortoiseEcofin Acquisition Corp. III • Blank checks • New York
This letter agreement by and between TortoiseEcofin Acquisition Corp. III (the “Company”) and Tortoise Capital Advisors, L.L.C. (“Tortoise Capital Advisors”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
