INDEMNITY AGREEMENTIndemnity Agreement • March 12th, 2021 • SDCL EDGE Acquisition Corp • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2021 • SDCL EDGE Acquisition Corp • 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 12th, 2021 • SDCL EDGE Acquisition Corp • 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 • March 12th, 2021 • SDCL EDGE Acquisition Corp • 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 28,750,000 of the Company’s units (including up to 3,750,000 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-third 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 adju
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 12th, 2021 • SDCL EDGE Acquisition Corp • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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:
WARRANT AGREEMENT SDCL EDGE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • March 12th, 2021 • SDCL EDGE Acquisition Corp • 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”).
SDCL EDGE ACQUISITION CORPORATIONSDCL EDGE Acquisition Corp • March 12th, 2021
