Exhibit
10.5


 


SDCL
EDGE ACQUISITION CORPORATION


1120
Avenue of the Americas, 4th Floor


New
York, NY 10036


 


[●],
2021


 


SDCL
EDGE Sponsor LLC


1120
Avenue of the Americas, 4th Floor


New
York, NY 10036


 


Ladies
and Gentlemen:


 


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 $10,000 per month on the Effective Date and continuing monthly
thereafter until the Termination Date. SDCL EDGE Sponsor LLC hereby agrees that it does not have any right, title, interest or
claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established upon the consummation of the IPO and hereby irrevocably waives any Claim it may
have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not
seek recourse against the Trust Account for any reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by the parties hereto.


 


The
parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent
of the other party.


 


This
letter agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New
York, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction.


 


This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this letter agreement.


 


[Signature
Page Follows]


 






     

     


    

 


	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	SDCL EDGE ACQUISITION CORPORATION
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	                
	 	 	 	Title:	 
	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 
	 	 	 
	SDCL EDGE SPONSOR LLC	 	 
	 	 	 	 
	By: 	   	 	 
	Name:	       	 	 
	Title:	  	 	 
	 	  	 	 


 


[Signature
Page to Administrative Services Agreement]