Exhibit 10.7


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TortoiseEcofin
Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly
competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of such corporations;


 


WHEREAS, the
board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability
insurance to protect such persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of
such insurance has been a customary and widespread practice among corporations and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and
with more exclusions. At the same time, directors and officers are being increasingly subjected to expensive and time-consuming
litigation. The amended and restated memorandum and articles of association, as may be amended from time to time (the “Memorandum
and Articles”), of the Company require indemnification of the officers and directors of the Company. Indemnitee may
also be entitled to indemnification pursuant to applicable Cayman Islands law. The Memorandum and Articles expressly provides that
the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into
between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration,
advancement and reimbursement rights;


 


WHEREAS, the
uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;


 


WHEREAS, the
Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS, it
is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and
to advance Expenses (as defined below) on behalf of such persons to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;


 


WHEREAS, this
Agreement is a supplement to and in furtherance of the Memorandum and Articles and any resolutions adopted pursuant thereto, and
shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve
in such capacity. Indemnitee is willing to serve or continue to serve for or on behalf of the Company on the condition that Indemnitee
be so indemnified.


 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:


 


TERMS AND CONDITIONS


 


1. SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue
to serve as an officer, director or key employee of the Company for so long as Indemnitee is duly elected or appointed or until
Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement
shall continue in full force and effect after Indemnitee has ceased to serve as a director or officer of the Company, as provided
in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s
service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 






     


     


    

 


2. DEFINITIONS.
As used in this Agreement:


 


(a) References
to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity
as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a
subsidiary of the Company.


 


(b) The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings
set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


(c) A
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:


 


(i) Acquisition
of Shares by Third Party. Other than TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”),
or any of the Sponsor’s affiliates, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then
outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial
Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding
shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance
by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii)
of this definition;


 


(ii) Change
in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election
by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the
directors then still in office who were directors on the date hereof or whose election for nomination for election was previously
so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a
majority of the members of the Board;


 


(iii) Corporate
Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses or entities (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who
were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination
(including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all
of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same
proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in
the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from
such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting
power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except
to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors
of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial
agreement, or of the action of the Board of Directors, providing for such Business Combination;


 






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(iv) Liquidation.
The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements
for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the
Company’s current receivables or escrows due (or, if such shareholder approval is not required, the decision by the Board
to proceed with such a liquidation, sale or disposition in one transaction or a series of related transactions); or


 


(v) Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or
form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.


 


(d) “Companies
Law” shall mean the Companies Act (2021 Revision) of the Cayman Islands, as amended from time to time.


 


(e) “Corporate
Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing
member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was Serving
at the Request of the Company (as defined below).


 


(f) “Delaware
Court” shall mean the Court of Chancery of the State of Delaware.


 


(g) “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below)
in respect of which indemnification is sought by Indemnitee.


 


(h) “Enterprise”
shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was Serving at the Request
of the Company as a director, officer, trustee, manager, general partner, managing member, fiduciary, employee or agent.


 


(i) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(j) “Expenses”
shall include all reasonable direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without
limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements,
obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for
time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. “Expenses”
also shall include expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation
the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or Fines (as defined below) against Indemnitee.


 


(k) “Fines”
shall include all fines, including without limitation any excise tax assessed on Indemnitee with respect to any employee benefit
plan and any fines imposed on Indemnitee by any governmental authority.


 


(l) “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law
and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in
any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 






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(m) “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date
hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as
defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the
Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions
as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the shareholders
of the Company in substantially the same proportions as their ownership of shares of the Company.


 


(n) “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the
right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative,
legislative or investigative nature, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party
witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action
(or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director
or officer of the Company, or by reason of the fact that Indemnitee is or was Serving at the Request of the Company (as defined
below) as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise,
in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification,
reimbursement or advancement of Expenses can be provided under this Agreement.


 


(o) “Serving
at the Request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of
the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect
to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall
be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


(p) “Subsidiary,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity
of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by
that Person.


 


3. INDEMNITY
IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law and the Memorandum and Articles, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
was, is or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other
than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses,
judgments, liabilities, Fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, Fines, penalties and amounts paid in settlement)
actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s
conduct was unlawful.


 


4. INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the Memorandum
and Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4
if Indemnitee was, is or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding
by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant
to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company. Notwithstanding the foregoing, no indemnification, hold harmless or exoneration for Expenses shall be made under
this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by
a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware
Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 






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5. INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement (other
than the provisions of Section 27 hereof), to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate
Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any
claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the
Memorandum and Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred
by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest
extent permitted by applicable law and the Memorandum and Articles, indemnify, hold harmless and exonerate Indemnitee against all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved
claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent
permitted by applicable law and the Memorandum and Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses
reasonably incurred in connection with a claim, issue or matter related to any claim, issue or matter on which Indemnitee was successful.
For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6. INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement (other than the provisions of Section
27 hereof), to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any
Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent
permitted by applicable law and the Memorandum and Articles, be indemnified, held harmless and exonerated against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


7. CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


(a) To
the fullest extent permissible under applicable law and the Memorandum and Articles, if the indemnification, hold harmless and/or
exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever,
the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire
amount incurred by Indemnitee, whether for judgments, liabilities, Fines, penalties, amounts paid or to be paid in settlement and/or
for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby
waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


(b) The
Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(c) The
Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be
brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


8. EXCLUSIONS.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification,
advance of Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


(a) for
which payment has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement or other
indemnity or advancement provision or otherwise, except (i) with respect to any excess beyond the amount actually received under
any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise and (ii) as provided in Section
9 hereof;


 






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(b) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common
law; or


 


(c) except
as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding
(or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized
the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, advance
of Expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable
law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable
from any insurance policy of the Company covering Indemnitee.


 


9. INDEMNITOR
OF FIRST RESORT. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement
of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the
“Alternative Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e.,
its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification
for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full
amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines
and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum
and Articles of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee
may have against the Alternative Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors
from any and all claims against the Alternative Indemnitors for contribution, subrogation or any other recovery of any kind in
respect thereof. The Company further agrees that no advancement or payment by the Alternative Indemnitors on behalf of Indemnitee
with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative
Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the
rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express
third party beneficiaries of the terms of this Section 9.


 


10. ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


(a) Notwithstanding
any provision of this Agreement to the contrary (other than the provisions of Section 27 hereof), and to the fullest extent
not prohibited by applicable law or the Memorandum and Articles, the Company shall pay the Expenses incurred by Indemnitee (or
reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within
ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to
the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free.
Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses
and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions
of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right
of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.
To the fullest extent required by applicable law and the Memorandum and Articles, such payments of Expenses in advance of the final
disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee,
to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified,
held harmless or exonerated by the Company under the provisions of this Agreement, the Memorandum and Articles, applicable law
or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, advance
of Expenses, hold harmless or exoneration payment is excluded pursuant to Section 8.


 


(b) The
Company will be entitled to participate in the Proceeding at its own expense.


 






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(c) The
Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability,
Fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.


 


11. PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a) Indemnitee
agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company
shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.


 


(b) Indemnitee
may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s
sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12(a) of this Agreement.


 


12. PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


(a) A
determination, if required by applicable law or the Memorandum and Articles, with respect to Indemnitee’s entitlement to
indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee:
(i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company will promptly advise Indemnitee
in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description
of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the
person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with
the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a)
hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall
be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give
written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement.
If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of
the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the
Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver
to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the
factual basis of such assertion. Absent a proper and timely objection, the person or law firm so selected shall act as Independent
Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is
without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to
Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the
other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware
Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a)
of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).


 






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(c) The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or such Independent
Counsel’s engagement pursuant hereto.


 


13. PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a) In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither
the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior
to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee
has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors
or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create
a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) If
the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law,
be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification
is expressly prohibited under applicable law; provided, however, that such thirty-day period may be extended for a reasonable
time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to
entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or
information relating thereto.


 


(c) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, managers or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the
Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the
Enterprise, or on information or records given or reports made to the Enterprise, the Board, any committee of the Board or any
director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public accountant
or by an appraiser or other expert selected by the Enterprise, the Board, any committee of the Board or any director, trustee,
general partner, manager or managing member of the Enterprise. The provisions of this Section 13(d) shall not be deemed
to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.


 






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(e) The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


14. REMEDIES
OF INDEMNITEE.


 


(a) In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10
of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a)
of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 5, 6 or the last sentence of Section 12(a) of this
Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not
made in a timely manner pursuant to Section 7 of this Agreement, (vi) payment of indemnification pursuant to Section 3
or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled
to indemnification or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement
or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court
to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s
option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict
of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 


(b) In
the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is
not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall
be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason
of that adverse determination.


 


(c) In
any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled
to be indemnified, held harmless, exonerated and to receive advancement of Expenses under this Agreement and the Company shall
have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of
Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a)
of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant
to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10
until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of
appeal have been exhausted or lapsed).


 


(d) If
a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


(e) The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court
or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(f) The
Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested
by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the
fullest extent permitted by applicable law and the Memorandum and Articles, such Expenses which are incurred by Indemnitee in connection
with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce Indemnitee’s rights under, or to recover
damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement
or provision of the Memorandum and Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance
policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as
the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 






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(g) Interest
shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds
harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing
with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement
of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.


 


15. SECURITY.
Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board, the Company may
at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of Indemnitee.


 


16. NON-EXCLUSIVITY;
SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


(a) The
rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at
any time be entitled under applicable law, the Memorandum and Articles, any agreement, a vote of shareholders or a resolution of
directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened,
commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee
in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable
law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement
of Expenses than would be afforded currently under the Memorandum and Articles or this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.


 


(b) The
Companies Law and the Memorandum and Articles permit the Company to purchase and maintain insurance or furnish similar protection
or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf
of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s
status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions
of this Agreement, the Memorandum and Articles or under the Companies Law, as it may then be in effect. The purchase, establishment
and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the
Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement
by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party
or parties thereto under any such Indemnification Arrangement.


 


(c) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
partners, managers, managing members, fiduciaries, employees or agents of the Company or of any other Enterprise which such person
is or was Serving at the Request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing
member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source
of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.


 






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(d) In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to
enforce such rights.


 


(e) The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was Serving
at the Request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent
of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration
payments or advancement of Expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless,
exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior
to the Company’s satisfaction and performance of all its obligations under this Agreement and (ii) the Company shall
perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification,
advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the
Company.


 


17. DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary,
employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee is Serving at the Request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any
possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14
of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at
the time any liability or Expense is incurred for which indemnification or advancement can be provided under this Agreement.


 


18. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and
shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed
to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to
the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


19. ENFORCEMENT
AND BINDING EFFECT.


 


(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b) Without
limiting any of the rights of Indemnitee under the Memorandum and Articles as they may be amended from time to time, this Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c) The
indemnification, hold harmless, exoneration and advancement of Expenses rights provided by or granted pursuant to this Agreement
shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct
or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets
of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer employee or agent of the Company or
a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at
the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.


 






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(d) The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.


 


(e) The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the
parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other
things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm
and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining
any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest
extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith.
The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent
jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.


 


20. MODIFICATION
AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the
Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


21. NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed or (b) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date
on which it is so mailed:


 


(i) If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
in writing to the Company.


 


(ii) If
to the Company, to:


 


TortoiseEcofin Acquisition Corp. III

5100 W. 115th Place


Leawood, KS 66211


Attn: General Counsel


 


With a copy,
which shall not constitute notice, to:


 


Vinson & Elkins L.L.P.


1114 Avenue of the Americas, 32nd
Floor


New York, NY 10036


Attn: Brenda Lenahan


E. Ramey Layne


 


or to any other address as may have been
furnished to Indemnitee in writing by the Company.


 






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22. APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted
by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court
in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of
the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive
any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not
to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper
or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties
hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided
by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.


 


23. IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts (including by electronic delivery of a counterpart
in pdf format), each of which shall for all purposes be deemed to be an original but all of which together shall constitute one
and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.


 


24. MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate and vice versa. The headings
of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.


 


25. PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company
against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two
(2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


26. ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure
is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure
to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27. WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that it
does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in
the trust account established in connection with the Company’s initial public offering for the benefit of the Company and
holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out
of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly,
Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if
(i) the Company has sufficient funds outside of the trust account to satisfy its obligations hereunder or (ii) the Company consummates
a Business Combination.


 


28. MAINTENANCE
OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire
period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with
reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and
omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available
for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as
an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors and officers.


 


[Signature
Page Follows]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Indemnification Agreement to be signed as of the day and year first above written.


 


	   	TortoiseEcofin Acquisition Corp. III
	 	 	 
	 	By:	 
	 	Name:	Vincent T. Cubbage
	 	Title:	Chief Executive Officer
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	                              
	 	Name:	 
	 	Address: 	 



 


[Signature Page to Indemnification Agreement]