Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [●], 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”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-[______] (the “Registration Statement”) and prospectus (the
“Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, par value
$0.0001 per share (the “Ordinary Shares”) (such initial public offering hereinafter referred to as the
“Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc.
and Goldman Sachs & Co. LLC as representatives (the “Representatives”) of the several underwriters
(the “Underwriters”) named therein;


 


WHEREAS, as described
in the Registration Statement, $300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Shares (as
defined in the Underwriting Agreement) (or $345,000,000 if the Underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares issued in
the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon)
is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company
will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $10,500,000, or $12,075,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company
to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company);


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee
may earn bank credits and other consideration;


 


(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 




     


     


    

 


(e) Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President,
Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account, including interest not previously released to the Company to pay its income taxes (less up to $100,000 of interest
that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering, or 27 months from
the closing of the Offering if the Company has executed a letter of intent, agreement in principal or definitive agreement for
a Business Combination within 24 months from the closing of the Offering but has not completed the Business Combination within
such 24-month period, and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association, as may be amended from time to time (the “Memorandum and
Articles”), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest not previously released to the Company to pay its income taxes (less
up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public
Shareholders of record as of such date;


 


(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any income tax obligation owed by
the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered
directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment
to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust
Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by
the Company in writing to make such distribution. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly
submitted in connection with a shareholder vote to approve an amendment to the Memorandum and Articles that would affect the substance
or timing of the Company’s obligation to redeem one hundred percent (100%) of its public Ordinary Shares if the Company has
not consummated an initial Business Combination within such time as is described in the Memorandum and Articles. The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and
the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j) or 1(k)
above.


 




    2


     


    

 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief
Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i),
1(j) or 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons
authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i)
through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee
at the consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis)
with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees
or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b)
hereof;


 


(d) In
connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (the
“Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections
for the general meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e) Provide
the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 


(g) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event
be less than $10,500,000.


 






    3


     


    

 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(g) Verify
the accuracy of the information contained in the Registration Statement;


 


(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.


 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 






    4


     


    

 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At
such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that in the event that the Company does not locate a
successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an
application to have the Property deposited with any court in the State of New York or with the United States District Court
for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;
or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(j) or 1(k) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value
$0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public
Shareholder who has properly elected to redeem his, her or its Ordinary Shares in connection with a shareholder vote to approve
an amendment to this Agreement that would affect the substance or timing of the Company’s obligation to redeem one hundred
percent (100%) of its public Ordinary Shares if the Company does not complete its initial Business Combination within the time
frame specified in the Memorandum and Articles), this Agreement or any provision hereof may only be changed, amended or modified
(other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






    5


     


    

 


(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez




Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


TortoiseEcofin Acquisition Corp.
III

5100 W. 115th Place

Leawood, KS 66211

Attn: Steven Schnitzer


 


in each case, with copies to:


 


Vinson & Elkins L.L.P.

1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

Attn: Brenda Lenahan

Fax No.: (212) 237-0100


 


and


 


Barclays Capital Inc. and Goldman Sachs
& Co. LLC


 


Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attn: General Counsel

Fax No.: (212) 412-7300


 


Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attn: General Counsel

Fax No.:


 






    6


     


    

 


and


 


Skadden, Arps, Slate, Meagher &
Flom LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301

Attn: Gregg A. Noel and Michael J. Mies

Fax No.: (650) 470-4570


 


(f) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 


(g) Each
of the Company and the Trustee hereby acknowledges and agrees that each of the Representatives, on behalf of the Underwriters,
is a third party beneficiary of this Agreement.


 


(h) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature Page Follows]


 




    7


     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, as Trustee


 


	 	By:	 
	 	Name: 	Francis Wolf
	 	Title: 	Vice President


 


	 	TortoiseEcofin Acquisition Corp. III


 


	 	By:	 
	 	Name: 	Vincent T. Cubbage
	 	Title: 	Chief Executive Officer


 


[Signature Page to Investment Management
Trust Agreement]


 




     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Billed to Company following disbursement made to Company under Section 1.	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k).	 	 	Prevailing rates	 



 




    Schedule A


     


    

 


Exhibit A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Ladies and Gentlemen:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between TortoiseEcofin Acquisition Corp. III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the
“Trust Agreement”), this is to advise you that the Company has entered into an agreement with        
(the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [   ],
20[     ]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date
of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to
transfer the proceeds into the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to the effect that,
on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account
or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit
in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or
dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
(ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the
Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) written instruction
signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount
from the Trust Account (the “Instruction Letter”) and (iii) Barclays Capital Inc. and Goldman Sachs &
Co. LLC shall deliver to you joint written instructions for delivery of the Deferred Discount. You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in
accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as
to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the
distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be terminated.


 






    Exhibit A-1


     


    

 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in such written instructions as soon thereafter as
possible.


 





	 	Very truly yours,
	 	 
	 	TortoiseEcofin
    Acquisition Corp. III


 


	 	By:	 
	 	Name: 	 
	 	Title: 	 


 


		cc:	Barclays Capital Inc. and Goldman Sachs & Co. LLC



 




    Exhibit A-2


     


    

 


Exhibit B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between TortoiseEcofin Acquisition Corp. III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the
“Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination
with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association
(the “Memorandum and Articles”), as described in the Company’s Prospectus relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the
total proceeds into the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to await distribution to the
Public Shareholders. The Company has selected        , 20      
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Memorandum and Articles.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j)
of the Trust Agreement.


 








	 	Very truly yours,
	 	 
	 	TortoiseEcofin
    Acquisition Corp. III


 


	 	By:	 
	 	Name: 	 
	 	Title: 	 


 


		cc:	Barclays Capital Inc. and Goldman Sachs & Co. LLC



 




    Exhibit B-1


     


    

 


Exhibit C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - Tax Payment Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between TortoiseEcofin Acquisition Corp. III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the
“Trust Agreement”), the Company hereby requests that you deliver to the Company $
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of
the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 








	 	Very truly yours,
	 	 
	 	TortoiseEcofin
    Acquisition Corp. III


 


	 	By:	 
	 	Name: 	 
	 	Title: 	 


 


		cc:	Barclays Capital Inc. and Goldman Sachs & Co. LLC



 




    Exhibit C-1


     


    

 


Exhibit D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - Shareholder Redemption Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between TortoiseEcofin Acquisition Corp. III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the
“Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders
of the Company $      of the principal
and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection
with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association
(the “Memorandum and Articles”) that affects the substance or timing of the Company’s obligation
to redeem one hundred percent (100%) of its public Ordinary Shares if the Company has not consummated an initial Business Combination
within such time as is described in the Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via
wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your
customary procedures.


 











	 	Very truly yours,
	 	 
	 	TortoiseEcofin
    Acquisition Corp. III


 


	 	By:	 
	 	Name: 	 
	 	Title: 	 


 


		cc:	Barclays Capital Inc. and Goldman Sachs & Co. LLC



  


 


Exhibit D-1