INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2023 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 30, 2022, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Karl E. Olsoni (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Underwriting AgreementUnderwriting Agreement • November 2nd, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 17,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,625,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 16th, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
SDCL EDGE Acquisition Corporation 1120 Avenue of the Americas, 4th Floor New York, New York 10036Letter Agreement • July 16th, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and BofA Securities, Inc., as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,125,000 of the Company’s units (including up to 2,265,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjus
WARRANT AGREEMENT SDCL EDGE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 28, 2021Warrant Agreement • November 2nd, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 28 , 2021, is by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 28, 2021 by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SDCL EDGE Acquisition Corporation PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman IslandsSecurities Subscription Agreement • March 12th, 2021 • SDCL EDGE Acquisition Corp • New York
This agreement (this “Agreement”) is entered into on February 23, 2021 by and between SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Underwriting AgreementUnderwriting Agreement • October 8th, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 17,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,625,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires.
WARRANT AGREEMENT SDCL EDGE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • October 8th, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2021, is made and entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Agreement • November 2nd, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 28, 2021, is entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Sustainable Investors Fund, LP, a Delaware limited liability company (“Capricorn”), and Seaside Holdings (Nominee) Limited, a Guernsey limited company (“Seaside”, together with the Sponsor and Capricorn, the “Purchasers” and each a “Purchaser”).
DATED [●] 2021SDCL EDGE Acquisition Corp • July 16th, 2021 • Blank checks • England and Wales
SDCL EDGE Acquisition Corporation 1120 Avenue of the Americas, 4th Floor New York, New York 10036Letter Agreement • November 2nd, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and BofA Securities, Inc., as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,125,000 of the Company’s units (including up to 2,265,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjus
SDCL EDGE ACQUISITION CORPORATIONSDCL EDGE Acquisition Corp • March 12th, 2021
INVESTMENT AGREEMENTInvestment Agreement • October 8th, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated [●], 2021, is by and among (i) SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) [●] (the “Investor”).
DATED [●] 2021SDCL EDGE Acquisition Corp • October 8th, 2021 • Blank checks • England and Wales
INVESTMENT ADVISORY AGREEMENT RELATING TOInvestment Advisory Agreement • November 2nd, 2021 • SDCL EDGE Acquisition Corp • Blank checks • England and Wales
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 8th, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Sustainable Investors Fund, LP, a Delaware limited liability company (“Capricorn”), and Seaside Holdings (Nominee) Limited, a Guernsey limited company (“Seaside”, together with the Sponsor and Capricorn, the “Purchasers” and each a “Purchaser”).
SDCL EDGE ACQUISITION CORPORATIONSDCL EDGE Acquisition Corp • May 13th, 2021 • Blank checks
INVESTMENT AGREEMENTInvestment Agreement • October 8th, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated [●], 2021, is by and among (i) SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) [●] (the “Investor”).
SDCL EDGE ACQUISITION CORPORATIONSDCL EDGE Acquisition Corp • November 2nd, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of SDCL EDGE Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), SDCL EDGE Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1120 Avenue of the Americas, 4th Floor, New York, NY 10036 (or any successor location). In exchange therefore, the Company shall pay SDCL EDGE Sponsor LLC a sum of $20,000 per month on the Effective Date and contin
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 31st, 2023 • SDCL EDGE Acquisition Corp • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 27, 2023, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
JOINDER TO LETTER AGREEMENTJoinder to Letter Agreement • May 31st, 2022 • SDCL EDGE Acquisition Corp • Blank checks • New York
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. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
BUSINESS COMBINATION AGREEMENT dated as of February 20, 2024 by and among SDCL EDGE ACQUISITION CORPORATION, EDWARD WILSON DAVIS, (in the capacity as the SEDA Representative) SPECIALTY COPPER LISTCO PLC, SEDA MAGNET LLC, KME SE, CUNOVA GMBH, THE...Business Combination Agreement • February 20th, 2024 • SDCL EDGE Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of February 20, 2024, is entered into by and among (i) SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “SEDA”), (ii) Mr. Edward Wilson Davis, solely in the capacity as the representative for the shareholders of SEDA, in accordance with the terms and conditions of this Agreement (the “SEDA Representative”), (iii) Specialty Copper Listco Plc, a public limited company registered in England and Wales with registered number 15395590 (“PubCo”), (iv) SEDA Magnet LLC, a Delaware limited liability company (“Merger Sub”), (v) MAGNET Joint Venture GmbH, a limited liability company organized under the laws of Germany, registered with the commercial register of the local court of Osnabrück under registration number HRB 217397 (“JV GmbH”), (vi) PP S&C Holding GmbH, a limited liability company organized under the laws of Germany, registered with the commercial register of the local cou
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 20th, 2024 • SDCL EDGE Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 20, 2024, by and among SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (“Acquiror”), and Specialty Copper Listco Plc, a public limited company registered in England and Wales with Companies House number 15395590 (“PubCo”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
