Exhibit 10.9


 


Execution
Version


 


DATED       October
28 2021


 


 


 


 


 


 




INVESTMENT ADVISORY AGREEMENT


 


RELATING
TO


 


SDCL
EDGE SPONSOR LLC


 


AND


 


SDCL
EDGE ACQUISITION CORPORATION


  






    1


     


    

 


TABLE
OF CONTENTS


 





	1.	DEFINITIONS
    AND INTERPRETATION	3
	2.	APPOINTMENT
    AND EFFECTIVE DATE	7
	3.	SERVICES	7
	4.	GENERAL
    NON-EXCLUSIVITY	8
	5.	AUTHORITY
    AND RESTRICTIONS	8
	6.	REGULATED
    ACTIVITIES	9
	7.	FEES
    AND EXPENSES	9
	8.	VAT	9
	9.	TERMINATION	9
	10.	INDEMNITY
    AND LIMITATION OF LIABILITY	10
	11.	CONFIDENTIALITY	10
	12.	NOTICES	11
	13.	REPRESENTATIONS
    AND WARRANTIES	12
	14.	GENERAL	12
	15.	GOVERNING
    LAW AND JURISDICTION	13


 






    2


     


    

 


DATE
     October 28     2021


 


PARTIES


 


		1.	SUSTAINABLE
                                            DEVELOPMENT CAPITAL LLP, a limited liability partnership incorporated in England and
                                            Wales under number OC330266 and registered at 1 Vine Street, London, England, W1J 0AH (the
                                            “Advisor”);



 


		2.	SDCL
                                            EDGE SPONSOR LLC, a Cayman Islands limited liability company formed pursuant to the terms
                                            of a limited liability company agreement on February 15, 2021 (the “Sponsor”);
                                            and



 


		3.	SDCL
                                            EDGE ACQUISITION CORPORATION, a Cayman Islands exempted company (the “SPAC”).



 


RECITALS


 


		A.	The
                                            Sponsor has been established for the purpose of sponsoring the launch of the SPAC. The SPAC
                                            has been incorporated for the purpose of effecting a merger, amalgamation, share exchange,
                                            asset acquisition, share purchase, reorganisation or similar business combination with one
                                            or more businesses (each a “Business Combination”).



 


		B.	In
                                            connection with the aforementioned arrangements, the SPAC and the Sponsor wish to appoint
                                            the Advisor to provide the Services, in order to assist each of the SPAC and the Sponsor
                                            in carrying on their respective businesses.



 


		1.	DEFINITIONS
                                            AND INTERPRETATION



 


		1.1	The
                                            Recitals form part of this Agreement and have the same force and effect as if set out in
                                            the main body of this Agreement.



 


		1.2	In
                                            this Agreement, unless context requires otherwise, the following words and expressions shall
                                            have the following meanings:



 


	Advisor	has
    the meaning given to such term in the Parties section of this Agreement;
	Affiliates	with
    reference to any person, any other person under direct or indirect common control with such person. For purposes of this definition
    “control” means the power, through ownership of securities, contract or otherwise, to direct the policies of the business
    and operations of the applicable person;
	Agreement	this
    services agreement, including the Recitals;
	Business
    Combination	has
    the meaning given in the Recitals;
	Applicable
    Laws	in
    relation to any specified person, any applicable statute, rule, regulation (whether governmental or not), case law, judicial or administrative
    order, decree or directive, or any license, permit or other similar approval or sanction of any Governmental Authority, or any order
    or treaty having force of law in any jurisdiction, in each case whether in effect before or after the date of this Agreement and
    which is applicable to such person;



 






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	Confidential
    Information	means
    this Agreement, all information, data, agreements, letters, documents, reports and records, which are oral or in writing, containing
    confidential information concerning the Sponsor, the SPAC, and any of the foregoing’s affiliates or assets which is delivered
    or made available by the Sponsor, the SPAC or their respective representatives or affiliates to a Partner or any of its Related Parties
    after the date hereof; provided that Confidential Information does not include: (x) information which is obtained by such
    Partner or its Related Parties after the date hereof from a source other than the Sponsor, the SPAC or their respective representatives
    or affiliates that is not bound by an obligation to keep such information confidential, (y) information which is or becomes generally
    available to the public other than as a result of a disclosure in violation of this Agreement, or (z) information developed independently
    by a party without reference to or use of the Confidential Information;
	Damages	any
    and all losses, damages, disbursements, claims, liabilities, obligations, judgments, fines, penalties, charges, amounts paid in settlement,
    costs and expenses (including legal fees and expenses) arising out of or related to litigation (pending or threatened) or any investigation
    or proceeding by any Governmental Authority and interest on any of the foregoing;
	Effective
    Date	means
    16 February 2021;
	FCA	the
    United Kingdom Financial Conduct Authority (or any successor regulatory authority performing an equivalent role);
	FCA
    Rules	the
    handbook of rules and guidance issued by the FCA as amended from time to time;



 






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	Founder
    Shares	means
    shares of Class B common stock of the SPAC, which are convertible into shares of Class A common stock of the SPAC on a one-for-one
    basis, subject to adjustment, and such converted shares of Class A common stock of the SPAC (excluding any Class A common stock of
    the SPAC received upon exercise of private placement warrants of the SPAC);
	Governmental
    Authority	any
    nation or government, or political subdivision thereof and any other person exercising executive, legislative, judicial, regulatory
    or administrative functions of or pertaining to government;
	Indemnified
    Losses	has
    the meaning given in clause 10.1;
	Legislation	has
    the meaning given to such term in clause 1.4.2;
	Party
    and Parties	have
    the meaning given to such terms in the Parties section at the head of this Agreement, and shall include their respective successors
    and permitted assignees;
	Recipients	means,
    taken together, the SPAC and the Sponsor;
	Regulated
    Activity	any
    activity which is regulated in the United Kingdom pursuant to the Financial Services and Markets Act 2000 (Regulated Activities)
    Order 2001, as amended and supplemented from time to time or regulated under the FCA Rules;
	Related
    Party	any
    of a person’s affiliates, respective members, partners, directors, managers, officers, employees, agents or advisors;
	SDCL
    Group 	means
    the Investor Advisor and its parent and subsidiary entities from time to time, or any other Person in which either of the Recipients
    holds an interest from time to time;
	SDCL
    Group Person	means
    any person (natural or legal) who is employed by, acting as an agent, director or manager of, or otherwise acting on behalf of any
    entities in the SDCL Group;
	Services	has
    the meaning given to such term in clause 3.1;
	SPAC	has
    the meaning given to such term in the Parties section of this Agreement;
	Sponsor	has
    the meaning given to such term in the Parties section of this Agreement;
	Sponsor
    LLC Agreement	the
    amended and restated limited liability company agreement of the Sponsor, as may be further amended and restated from time to time;



 






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	Tax
    or Taxation	means
    all forms of taxation, dues, duties, imposts, levies and rates of the United Kingdom, or any other jurisdiction whenever and wheresoever
    charged or imposed, together with all charges, interest, penalties and fines arising as a result of any and all such taxes, dues,
    duties, imposts, levies and rates, including personal income tax, employee tax, social security contributions, profits tax, corporation
    tax, capital gains tax, value added tax, customs and other import duties, stamp duty, documentary tax, withholding tax, capital transfer
    tax, inheritance taxes, estate duty and unified social tax; and
	VAT	means:
    (i) any Tax imposed in compliance with Directive 2006/112/EC on the common system of value added tax and charged under the provisions
    of any national legislation implementing that directive or Directive 77/388/EEC together with legislation supplemental thereto; (ii)
    to the extent not included in paragraph (i) above, any Tax imposed by the Value Added Tax Act 1994 and legislation and regulations
    supplemental thereto; and (iii) any similar Taxes, including, for the avoidance of doubt, any turnover, sales, use and goods and
    services Tax.


		1.3	In
                                            this Agreement (unless the context requires otherwise):



 


		1.3.1	words
                                            in the singular include the plural and words in the plural include the singular;



 


		1.3.2	any
                                            reference to the “discretion” of any person whether in relation to decisions,
                                            determinations, actions or otherwise, shall mean such person’s sole, absolute and unfettered
                                            discretion;



 


		1.3.3	any
                                            reference to any matter being “determined” by a person or persons shall mean
                                            determined in such person’s or persons’ discretion;



 


		1.3.4	any
                                            reference to “persons” or a “person” includes natural persons, partnerships,
                                            companies, bodies corporate, associations, organisations, governments, states, foundations
                                            and trusts (in each case whether or not having separate legal personality);



 


		1.3.5	any
                                            reference to the “Recitals”, a “clause” or “Schedule”
                                            is to the recitals, a clause or schedule of or to this Agreement (as the case may be);



 


		1.3.6	any
                                            reference to this Agreement or to any other document is a reference to this Agreement or
                                            that other document as amended, varied, supplemented or novated (in each case, other than
                                            in breach of the provisions of this Agreement or that other document) at any time;



 






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		1.3.7	any
                                            phrase introduced by the terms “including”, “include”, “in
                                            particular” or any similar expression shall be construed as illustrative and shall
                                            not limit the sense of the words preceding those terms; and



 


		1.3.8	any
                                            reference to something being “in writing” or “written” shall include
                                            a reference to that thing being produced by any legible and non-transitory substitute for
                                            writing (including in electronic form) or partly in one manner and partly in another.



 


		1.4	In
                                            this Agreement, unless otherwise specified:



 


		1.4.1	any
                                            reference to any statute or statutory provision includes any subordinate legislation made
                                            under that statute or statutory provision, whether before or after the date of this Agreement;



 


		1.4.2	any
                                            reference to any legislation (whether of England and Wales or elsewhere) including to any
                                            statute, statutory provision or subordinate legislation (“Legislation”)
                                            includes a reference to that Legislation as from time to time amended or re-enacted, whether
                                            before or after the date of this Agreement; and



 


		1.4.3	any
                                            reference to re-enactment includes consolidation and rewriting, in each case whether with
                                            or without modification.



 


		1.5	Clause
                                            and Schedule headings contained in this Agreement are included for convenience only and do
                                            not affect the interpretation of this Agreement.



 


		2.	APPOINTMENT
                                            AND EFFECTIVE DATE



 


		2.1	The
                                            Recipients hereby confirm the appointment of the Advisor to provide the Services with effect
                                            from the Effective Date, and subject to the terms and conditions in this Agreement.



 


		2.2	The
                                            Advisor hereby confirms its acceptance of its appointment, its obligations and responsibilities
                                            under this Agreement, and agrees to perform the Services for the Recipients.



 


		3.	SERVICES



 


		3.1	Subject
                                            to the terms of this Agreement, including, without limitation, clause 6, the Advisor undertakes
                                            to the Recipients that it shall perform and render administrative, consulting and other services
                                            to the Recipients as may be reasonably required by the Recipients to properly conduct its
                                            business, including, without limitation, the following:



 


		(a)	advising
                                            in relation to the overall strategy of the SPAC;



 


		(b)	searching
                                            out, identifying and evaluating potential Business Combinations for the SPAC in accordance
                                            with the SPAC’s overall strategy;



 


		(c)	furnishing
                                            the Recipients with such further information, and carrying out such further due diligence,
                                            in relation to a proposed Business Combination, as the Recipients shall reasonably request;



 


		(d)	advising
                                            the Recipients on the merits, structure and financing of any Business Combination and (if
                                            required by either the SPAC or the Sponsor) to assist in negotiating and arranging the Business
                                            Combination;



 






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		(e)	assisting
                                            the Recipients in engaging such support services as the Recipients shall request or require,
                                            or the Advisor shall recommend, from time to time, in connection with any Business Combination;



 


		(f)	advising
                                            the Sponsor and the SPAC on the voting and/or exercising of rights that it may hold or be
                                            capable of exercising in relation to any Business Combination; and



 


		(g)	providing
                                            management, finance and administrative support in respect of the Sponsor and the SPAC from
                                            time to time, (taken
together, the “Services”).



 


		3.2	The
                                            Advisor undertakes to each of the Recipients that it will provide the Services and that at
                                            all times in providing the Services it will:



 


		(a)	act
                                            solely in accordance with the scope of authority conferred upon it under this Agreement;



 


		(b)	act
                                            in a manner consistent with the standards expected of a professional investment advisor retained
                                            to provide services in the nature of the Services;



 


		(c)	ensure
                                            that it has sufficient resources and the appropriate infrastructure to properly provide the
                                            Services;



 


		(d)	perform
                                            the Services in accordance with all Applicable Laws (including all applicable Anti-Bribery
                                            Laws) and with the provisions of this Agreement; and



 


		(e)	comply
                                            with all reasonable requests and instructions of the Recipients in connection with the provision
                                            of the Services to the extent that such instructions are not inconsistent with Applicable
                                            Laws.



 


		4.	GENERAL
                                            NON-EXCLUSIVITY



 


		4.1	The
                                            functions and duties which the Advisor undertakes to the Recipients under the terms of this
                                            Agreement (including provision of the Services) shall not be exclusive and the Advisor and
                                            any of its Affiliates may perform similar functions and duties for others and engage in any
                                            other activity and retain any benefit received for so doing, subject to any limitations or
                                            restrictions agreed between the Recipients and Advisor in writing.



 


		5.	AUTHORITY
                                            AND RESTRICTIONS



 


		5.1	The
                                            Advisor has no authority to act for or represent the Recipients, and shall not be deemed
                                            an agent of the foregoing in any respect whatsoever, save as otherwise agreed between the
                                            Recipients and the Advisor.



 


		5.2	The
                                            Advisor shall have no power or authorisation to take investment or any other decisions with
                                            respect to the Recipients or any Business Combination.



 






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		6.	REGULATED
                                            ACTIVITIES



 


		6.1	The
                                            Parties acknowledge that the Advisor shall not provide any Services to the extent that this
                                            would constitute a Regulated Activity which falls outside the scope of the FCA permissions
                                            held by the Advisor at the relevant time.



 


		6.2	Nothing
                                            in this Agreement shall require the Advisor to do, or refrain from doing, anything which
                                            would cause the Advisor to be required to obtain, breach, or amend any regulatory authorisation
                                            or licence from the FCA or any other Governmental Authority.



 


		6.3	The
                                            Advisor has classified each of the SPAC and the Sponsor as professional clients for the purposes
                                            of the FCA Rules and each of the Sponsor and the SPAC shall benefit from the regulatory protections
                                            afforded to that category of client under the FCA Rules. Each of the SPAC and the Sponsor
                                            shall be responsible for notifying the Advisor of any change that could affect its categorisation
                                            as a professional client. The SPAC and the Sponsor each have the right to request a different
                                            client categorisation under the FCA Rules, but if either the SPAC or the Sponsor were to
                                            request categorisation as a retail client, the Advisor would not be permitted to provide
                                            the Services to the relevant Recipient and may refuse such request.



 


		7.	FEES
                                            AND EXPENSES



 


		7.1	In
                                            consideration of the Services rendered by the Advisor under this Agreement:



 


		(a)	the
                                            Recipients shall procure the transfer of the legal and beneficial title to at least 664,125
                                            Founder Shares or, at the sole election of the Sponsor, the payment of an amount equal to
                                            the cash value (as determined as of the date of such payment) of such number of Founder Shares,
                                            to the Advisor immediately prior to the winding up and liquidation of the Sponsor, or such
                                            other date as shall be agreed in writing between the Sponsor and the Advisor; and



 


		(b)	the
                                            Sponsor shall pay to the Advisor sum of $20,000 per month as an ongoing advisory fee, beginning
                                            on the Effective Date and ending on the termination of this Agreement under clause 9.



 


		7.2	The
                                            Advisor shall be entitled to be reimbursed by the SPAC for such costs and expenses incurred
                                            in connection with the provision of the Services in such amounts and at such times as shall
                                            be agreed in writing between the Recipients and the Advisor from time to time.



 


		8.	VAT



 


		8.1	All
                                            sums or other consideration given or payable by one or more of the Parties pursuant to or
                                            in connection with this Agreement are inclusive of VAT and, if VAT is properly chargeable,
                                            the recipient of the relevant supply on which VAT is chargeable shall provide a valid VAT
                                            invoice to the provider of that supply.



 


		9.	TERMINATION



 


		9.1	This
                                            Agreement shall continue and remain in force for an indefinite term until the Sponsor is
                                            wound up and its assets distributed in accordance with the terms of the Sponsor LLC Agreement.
                                            On the completion of the winding up and liquidation of the Sponsor, this Agreement shall
                                            automatically terminate.



 






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		9.2	Upon
                                            termination of this Agreement:



 


		9.2.1	the
                                            duty of the Advisor to provide the Services shall automatically terminate;



 


		9.2.2	the
                                            Advisor shall be entitled to receive all monies due pursuant to, and in accordance with,
                                            the terms of this Agreement; however, the Advisor shall not be entitled to any further compensation
                                            in respect of such termination;



 


		9.2.3	the
                                            Advisor shall return to the Recipients all papers, documents, records and other property
                                            belonging or otherwise relating to the Recipients or the SDCL Group which it has in its possession
                                            or custody (or which are otherwise directly or indirectly under the control of the Advisor)
                                            and the Recipients shall return to the Advisor any papers, documents, records and other property
                                            belonging to the Advisor which it has in its possession or under its custody (provided that
                                            each Party shall be entitled to retain copies of such papers, documents and other records
                                            as it is required to retain for legal or regulatory purposes); and



 


		9.2.4	the
                                            Advisor shall generally co-operate with the Recipients and any replacement investment advisor
                                            to ensure the orderly handover of the provision of the whole or any part of the Services
                                            to any such replacement investment advisor(s) and/or the Recipients.



 


		9.3	The
                                            provisions of clauses 1 (Definitions and Interpretation), 9 (Termination) 10
                                            (Indemnity and Limitation of Liability), 11 (Confidentiality), 12 (Notices),
                                            and 15 (Governing Law and Jurisdiction) shall survive the termination of this Agreement.



 


		10.	INDEMNITY
                                            AND LIMITATION OF LIABILITY



 


		10.1	The
                                            Recipients shall respectively indemnify and hold harmless the Advisor from and against all
                                            claims, actions, proceedings, demands, liabilities, losses, damages, costs and expenses arising
                                            directly or indirectly out of or in connection with the performance of the Services, or which
                                            arise directly or indirectly out of any breach by the Recipients of any obligations or duties
                                            of the Recipients directly or indirectly contemplated by the terms of this Agreement; provided
                                            that such losses have not arisen from the fraud, or wilful misconduct of the Advisor
                                            or any of its Affiliates (together, “Indemnified Losses”).



 


		10.2	All
                                            Indemnified Losses incurred by the Advisor shall be reimbursed by the Recipients promptly
                                            on demand, including those incurred in connection with the investigation of, preparation
                                            for or defence of, any pending or threatened litigation or claim within the terms of this
                                            indemnity or any matter incidental thereto. In the event that any alleged Indemnified Losses
                                            are finally judicially determined to have resulted from the fraud, or wilful misconduct on
                                            the part of Advisor or any of its Affiliates and therefore do not qualify as Indemnified
                                            Losses, any sums already paid by the Recipients under this indemnity in relation to such
                                            purported Indemnified Losses but which fall within this proviso shall be promptly reimbursed
                                            in full.



 


		11.	CONFIDENTIALITY



 


		11.1	Subject
                                            to clause 11.2, each Party agrees and undertakes to keep strictly confidential and not to
                                            disclose to any third party, any and all Confidential Information and any and all other information
                                            or materials regarding the other Party, the Recipients, and each SDCL Group Person (whether
                                            or not such material has been designed as Confidential Information).



 






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		11.2	Each
                                            Party’s confidentiality obligations pursuant to clause 11.1 shall not apply to restrict
                                            the disclosure of information by such Party:



 


		11.2.1	to
                                            such Party’s Affiliates or their respective members, directors, officers, partners,
                                            employees, professional advisers and auditors in relation to the performance of this Agreement;



 


		11.2.2	where
                                            such information is, or becomes, generally available to the public (other than as a result
                                            of a disclosure in breach of this undertaking);



 


		11.2.3	in
                                            circumstances where such Party or its Affiliates have a legal or regulatory obligation, or
                                            are required by any judicial or administrative authority, to disclose such information; or



 


		11.2.4	otherwise
                                            where the owner of such Confidential Information consents to any such disclosure in its discretion.



 


		12.	NOTICES



 


		12.1	Any
                                            notice required or permitted to be served hereunder shall be:



 


		12.1.1	in
                                            writing (in English); and



 


		12.1.2	communicated
                                            by: (i) hand delivery; (ii) prepaid registered courier; or (iii) email (which shall be deemed
                                            to be in writing), sent
to the address and for the attention of the relevant Party set out below, or such other address in England or the United States as may
be notified in writing from time to time, by the relevant Party to the other Parties for the purposes of this clause 12.



  


	SPAC	SDCL
    Edge Acquisition Corporation

     

    Address:
    1120 Avenue of the Americas, 4th Floor

    New York, New York 10036, United States of America

     

    FAO:
    The Directors

	Sponsor	SDCL
    Edge Sponsor Participation LLP

     

    Address:
    Apt 7D, 911 Seventh Avenue, New York, New York, 10019, United States of America

     

    FAO:
    Edward Davis

	Advisor	Sustainable
    Development Capital LLP

     

    1
    Vine Street, London, England, W1J 0AH

     

    FAO:
    Neil Sweeney



 


 






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		12.2	Any
                                            such notice shall be deemed to have been received:



 


		12.2.1	if
                                            delivered personally, at the time of delivery;



 


		12.2.2	in
                                            the case of a registered courier, 24 hours from the date of delivery to the courier by the
                                            sender; or



 


		12.2.3	in
                                            the case of email, one hour from the time that such email was sent.



 


		13.	REPRESENTATIONS
                                            AND WARRANTIES



 


		13.1	Each
                                            Party represents and warrants to the other Party for the duration of this Agreement that:



 


		(a)	such
                                            Party is validly existing, duly empowered and authorised to execute, deliver and perform
                                            this Agreement;



 


		(b)	this
                                            Agreement is binding upon and enforceable in accordance with its terms except insofar as
                                            enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting
                                            enforcement of creditors’ rights or general principles of equity;



 


		(c)	such
                                            Party has complied with and will continue to comply with all Applicable Laws by which it
                                            is bound or to which it is subject in connection with the execution and performance of this
                                            Agreement; and



 


		(d)	such
                                            Party has obtained all approvals and consents required to be obtained by it in connection
                                            with the execution and delivery of this Agreement and the performance by it of its obligations
                                            hereunder from all Governmental Authorities having any approval rights with respect thereto
                                            and all persons having consent rights.



 


		14.	GENERAL



 


Entire
Agreement


 


		14.1	This
                                            Agreement contains all of the terms agreed upon or made by the Parties relating to the subject
                                            matter of this Agreement, and supersedes all prior and contemporaneous agreements, negotiations,
                                            correspondence, undertakings and communications of the parties, oral or written, respecting
                                            such subject matter.



 


No
Intellectual Property Licence


 


		14.2	Each
                                            Party acknowledges for the benefit of each other Party that:



 


		(a)	no
                                            provision of this Agreement grants either Party any rights, except as contained herein, in
                                            any intellectual property belonging to or developed by the other Party; and



 


		(b)	this
                                            Agreement does not constitute a licence in respect of any such intellectual property.



 


No
Partnership or Agency


 


		14.3	The
                                            Parties agree and acknowledge that nothing within this Agreement is intended to, or shall
                                            be deemed to, establish any partnership between the Parties or constitute any party the agent,
                                            branch or permanent establishment of another Party.



 


Amendments


 


		14.4	No
                                            amendment or variation of this Agreement shall be effective unless it is in writing and signed
                                            by or on behalf of each of the Parties.



 


Assignment
and Novation


 






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		14.5	This
                                            Agreement and the rights and obligations under this Agreement may not be assigned or novated
                                            to any person by any Party except with the prior written consent of each other Party.



 


Severability



 


		14.6	If
                                            any provision of this Agreement shall to any extent be invalid, illegal or unenforceable,
                                            the validity, legality and enforceability of the remaining provisions shall not in any way
                                            be affected or impaired thereby, and each of the provisions of this Agreement shall be valid,
                                            legal and enforceable to the fullest extent permitted by Applicable Law.



 


Counterparts



 


		14.7	This
                                            Agreement may be executed in one or more counterparts each of which shall be deemed to be
                                            an original but all of which together shall constitute one and the same instrument.



 


Miscellaneous



 


		14.8	No
                                            failure on the part of any Party to exercise, and no delay on its part in exercising, any
                                            right or remedy under this Agreement will operate as a waiver thereof nor will any single
                                            or partial exercise of any right or remedy preclude any other or further exercise thereof
                                            or the exercise of any other right or remedy. The rights and remedies provided in this Agreement
                                            are cumulative and not exclusive of any rights or remedies provided by law.



 


		15.	GOVERNING
                                            LAW AND JURISDICTION



 


		15.1	This
                                            Agreement and any dispute or claim arising out of or in connection with it or its subject
                                            matter, existence, negotiation, validity, termination or enforceability (including non-contractual
                                            disputes or claims) shall be governed by, and construed in accordance with, the laws of England
                                            and Wales.



 


		15.2	The
                                            courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit,
                                            action or proceedings, and to settle any disputes, which may arise out of or in connection
                                            with this Agreement and, for these purposes, each Party irrevocably submits to the jurisdiction
                                            of the courts of England and Wales.



 


[Signature
page follows]





 






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SIGNATORIES


 


In
witness whereof, this Agreement has been executed and delivered on the date first stated above:


 


	SIGNED BY: SUSTAINABLE DEVELOPMENT CAPITAL LLP
	 	 
	/s/
    Jonathan Maxwell	 
	Member	 


 


 


[Signature
Page to the Investment Advisory Agreement]


 






    14


     


    

 


	SIGNED
    BY: SDCL EDGE SPONSOR LLC	 
	 	 
	/s/
    Benoit Sansoucy	 
	Benoit
    Sansoucy	 
	Manager	 





 


 


[Signature Page to the Investment Advisory
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	SIGNED
    BY: SDCL EDGE ACQUISITION CORPORATION	 
	 	 
	/s/
    Ned Davis	 
	Chief
    Financial Officer	 


 


 


[Signature
Page to the Investment Advisory Agreement]


 






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