Common use of Private Placement Warrants Clause in Contracts

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination and (iii) shall not be redeemable by the Company for cash pursuant to Section Sections 6.1 or 6.2 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination Combination, and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 or Section 6.2 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees (as defined below), ) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c3.3.1(b) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company for cash pursuant to (except as set forth in Section 6.1 hereof6 below); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Purchasers or any of its their Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination and (iii) shall not be redeemable by the Company for cash pursuant to Section Sections 6.1 or 6.2 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower a Purchaser or any of its a Permitted Transferees Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination and (iii) shall not be redeemable by the Company for cash pursuant to Section Sections 6.1 or 6.2 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Sponsor or any of its their Permitted Transferees (as defined below), ) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company for cash pursuant to (except as set forth in Section 6.1 hereof6, below); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees (as defined below), ) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company for cash pursuant to (except as set forth in Section 6.1 hereof6, below); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, ; (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination Combination; and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 or Section 6.2 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination Combination, and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (iiiv), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower or any shares of its Permitted Transferees and Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Tortoise Borrower or any of its Permitted Transferees (as defined below), ) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below) and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by TortoiseEcofin Tortoise Borrower or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination Combination, and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by TortoiseEcofin Borrower or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”) or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination September 25, 2021 and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Common Shares held by TortoiseEcofin Borrower or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees (as defined below), ) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company for cash pursuant to (except as set forth in Section 6.1 hereof6, below); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Purchasers or any of its their Permitted Transferees (as defined below), , the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by TortoiseEcofin Borrower a Purchaser or any of its a Permitted Transferees Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below) and (iii) shall not be redeemable by the Company for cash pursuant to Section Sections 6.1 or 6.2 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by TortoiseEcofin Borrower the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by TortoiseEcofin Tortoise Borrower or any of its Permitted Transferees (as defined below), ) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below) and (iii) shall not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares shares of Common Stock held by TortoiseEcofin the Tortoise Borrower or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: