Exhibit 10.6


 


THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


AMENDED
AND RESTATED PROMISSORY NOTE


 


	Principal
    Amount: up to $500,000	Dated
    as of March 7, 2021
	(as
    set forth on the Schedule of Borrowings attached hereto)	 


 


WHEREAS,
on 23 February 2021, SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company and blank check company (the “Maker”)
entered into an agreement with SDCL EDGE Sponsor LLC, a Cayman limited liability company, or its registered assigns or successors
in interest (the “Payee”) to pay three hundred thousand U.S. dollars
($300,000) (the “Original Promissory Note”).


 


WHEREAS,
the Maker and the Payee, hereby intend to amend and restate the Original Promissory Note as of the date of this agreement.


 


WHEREAS,
the Maker hereby promises to pay to the order of the Payee, the principal sum of five hundred thousand U.S. dollars ($500,000)
(as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and
conditions described below (the “New Note”). All payments on this New Note shall be made by check or wire transfer
of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate
by written notice in accordance with the provisions of this New Note.


 


NOW,
THEREFORE, the Parties hereby agree as follows:


 


1.
Principal. The principal balance of this New Note shall be payable by the Maker on the earlier of: (i) September 30,
2021 or (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”).
The principal balance may be prepaid at any time. Under no circumstances shall any individual, including, but not limited to,
any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the
Maker hereunder.


 


2.
Interest. No interest shall accrue on the unpaid principal balance of this New Note.


 


3.
Drawdown Requests. Maker and Payee agree that Maker may request up to Five Hundred Thousand Dollars ($500,000) for costs
reasonably related to Maker’s initial public offering of its securities. The principal of this New Note may be drawn down
from time to time prior to the earlier of: (i) September 30, 2021 or (ii) the date on which Maker consummates an
initial public offering of its securities, upon written request from Maker to Payee (each, a “Drawdown
Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than
One Thousand Dollars ($1,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than one
(1) business day after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively
under this New Note is Five Hundred Thousand Dollars ($500,000). No fees, payments or other amounts shall be due to Payee in connection
with, or as a result of, any Drawdown Request by Maker.


 






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4.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this New Note, including (without limitation) reasonable attorney’s fees, then to the payment in full
of any late charges and finally to the reduction of the unpaid principal balance of this New Note.


 


5.
Events of Default. The following shall constitute an event of default (“Event
of Default”):


 


(a)
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this New Note within five
(5) business days of the date specified above.


 


(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.


 


6.
Remedies.


 


(a)
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker,
declare this New Note to be due immediately and payable, whereupon the unpaid principal amount of this New Note, and all other
amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding.


 


(b)
Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this New
Note, and all other sums payable with regard to this New Note, shall automatically and immediately become due and payable, in
all cases without any action on the part of Payee.


 






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7.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this New Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the New Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this New Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property,
from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension
of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof,
on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this New Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may
be granted by Payee with respect to the payment or other provisions of this New Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in
writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or
electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such
party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to
the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in
writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery,
if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,
one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


10.
Construction. THIS NEW NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF.


 


11.
Severability. Any provision contained in this New Note which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 






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12.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from
the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters
discounts and commissions) and certain of the proceeds of the sale of the warrants issued in a private placement to occur in connection
with the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus
to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written
consent of the Maker and the Payee.


 


14.
Assignment. No assignment or transfer of this New Note or any rights or obligations hereunder may be made by any party
hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment
without the required consent shall be void.


 


Signature
page follows





 






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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this New Note to be duly executed by the undersigned
as of the day and year first above written.


 


	 	SDCL EDGE ACQUISITION CORPORATION
	 	a Cayman Islands exempted company
	 	 	 
	 	By:	/s/
    Jonathan Maxwell 
	 		Name: Jonathan
    Maxwell
	 		Title: Member
    and Manger
	 	 	 
	 	SDCL EDGE SPONSOR LLC
	 	a Cayman Islands limited liability company
	 	 	 
	 	By:	/s/
    Ned Davis 
	 		Name: SDCL
    EDGE Sponsor Participation LLC 
	 		Title: Member
	 	 	Authorized
Signatory: Ned Davis



 


Signature Page to Promissory Note





 






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SCHEDULE
OF BORROWINGS


 


The
following increases or decreases in this New Note have been made:


 


	Date
        of Increase or Decrease
	Amount
        of decrease in

        Principal Amount of this

        Promissory Note
	Amount
        of increase in

        Principal Amount of this

        Promissory Note
	Principal
        Amount of this

        Promissory Note following

        such decrease or increase

	 	 	 	 


 






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