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 • October 8th, 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 • 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.
DATED [●] 2021Investment Advisory Agreement • October 8th, 2021 • SDCL EDGE Acquisition Corp • Blank checks • England and Wales
SDCL EDGE Acquisition Corporation 1120 Avenue of the Americas, 4th Floor New York, New York 10036Underwriting Agreement • October 8th, 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
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”).
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”).
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”).
