INDEMNITY AGREEMENTIndemnity Agreement • November 2nd, 2021 • SDCL EDGE Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Steven J. Gilbert (“Indemnitee”).
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.
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”).
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”).
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
INVESTMENT ADVISORY AGREEMENT RELATING TOInvestment Advisory Agreement • November 2nd, 2021 • SDCL EDGE Acquisition Corp • Blank checks • England and Wales
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
