Exhibit 10.8


 


Execution Version


 


October 28, 2021


 


SDCL EDGE Acquisition Corporation

1120 Avenue of the Americas, 4th Floor

New York, New York 10036


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


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 adjustment. The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”).
Certain capitalized terms used herein are defined in paragraph 1 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
Sustainable Investors Fund, LP, a Delaware limited liability company (“Capricorn”),
Seaside Holdings (Nominee) Limited, a Guernsey limited company (“Seaside”
and, together with Capricorn, the “Anchor Investors”), and the other undersigned
persons (each, an “Insider” and collectively, the “Insiders”),
hereby agree with the Company as follows:


 


1. Definitions. As used herein, (i)
“Business Combination” shall mean a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities; (ii) “Founder
Shares” shall mean the 5,031,250 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior
to the consummation of the Public Offering; (iii) “Private Placement Warrants”
shall mean the warrants to purchase Ordinary Shares of the Company that will be acquired, in a private placement that shall close simultaneously
with the consummation of the Public Offering (including Ordinary Shares issuable upon conversion thereof), by: (a) the Sponsor for an
aggregate purchase price of $6,600,000 (or up to $7,230,000 if the Underwriters exercise their option to purchase additional units),
or $1.00 per Warrant, (b) Capricorn for an aggregate purchase price of $825,000 (or up to $903,750 if the Underwriters exercise their
option to purchase additional units), or $1.00 per Warrant, and (c) Seaside for an aggregate purchase price of $825,000 (or up to $903,750
if the Underwriters exercise their option to purchase additional units), or $1.00 per Warrant; (iv) “Public
Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public
Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust
Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of
the Private Placement Warrants shall be deposited; (vii) “Transfer” shall
mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b); and (viii) “Charter”
shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.


 






     


     


    

 


2. Representations and Warranties.


 


(a) The Sponsor, the Anchor Investors and each Insider,
with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without
violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Letter Agreement, as applicable, and to serve as an officer of the Company and/or
a director on the Company’s Board of Director (the “Board”), as applicable,
and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of
the Company, as applicable.


 


(b) Each Insider represents and warrants, with respect
to herself or himself, that such Insider’s biographical information furnished to the Company (including any such information included
in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such Insider’s
background. The Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each Insider represents
and warrants that such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order
or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider
has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling
of funds of another person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in any
such criminal proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked.


 


3. Business Combination Vote. The
Sponsor, the Anchor Investors, and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder
approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he,
as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial
Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any
Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.


 


4. Failure to Consummate a Business Combination;
Trust Account Waiver.


 


(a) The Sponsor, the Anchor Investors, and each Insider
hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business
Combination within the time period set forth in the Charter, the Sponsor, the A Anchor Investors, and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but
not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the
right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii)
and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the
other requirements of applicable law. The Sponsor, the Anchor Investors, and each Insider agree not to propose any amendment to the Charter
(i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have
their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not
complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision
relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem
their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
taxes, if any, divided by the number of then-outstanding Public Shares.


 






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(b) The Sponsor, the Anchor Investors, and each Insider,
with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to
any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, her or him, if any. The Sponsor, the Anchor Investors, and each of the Insiders hereby further waive, with
respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in
connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of
a shareholder vote to approve such Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify
the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed
in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial
Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders
of Public Shares (although the Sponsor, the Anchor Investors, and the Insiders shall be entitled to liquidation rights with respect to
any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the
Charter).


 


5. Lock-up; Transfer Restrictions.


 


(a) The Sponsor, the Anchor Investors, and the Insiders
agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”)
until the earliest of (A) one year after the completion of an initial Business Combination, and (B) the date following the completion
of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that
results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
(the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if,
subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within
a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall
be released from the Founder Shares Lock-up.


 


(b) The Sponsor, the Anchor Investors, and Insiders
agree that they shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants until 30 days
after the completion of an initial Business Combination (the “Private Placement Warrants Lock-up
Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in paragraphs
5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares underlying the Private Placement
Warrants are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of
such affiliates, any members or partners of the Anchor Investors or their affiliates, any affiliates of the Anchor Investors, or any employees
of such affiliates and in the case where the beneficial owner of an Anchor Investor is an individual, paragraphs 5(b), 5(c) and 5(d) shall
apply to the beneficial owner and Transfers of the beneficial and legal ownership shall be permitted; (b) in the case of an individual,
by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s
immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of
descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price
at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of
the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation
in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the
completion of a Business Combination; (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction
which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property subsequent to the completion of an initial Business Combination; or (j) on arms’ length terms under commercial
arrangements for the sale of Founder Shares, Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants
in order exclusively to enable the transferor of such Founder Shares, Private Placement Warrants and Ordinary Shares underlying the Private
Placement Warrants (or any person or persons whose tax liability, in whole or in part, is determined by reference to the income, gains
or assets of the Sponsor, as applicable, together with the transferor such person being the “Dry
Charge Taxpayer”) to discharge all applicable tax liabilities under jurisdictions relevant to the Dry Charge Taxpayer,
as applicable, arising in connection with the holding of such Founder Shares, Private Placement Warrants and Ordinary Shares underlying
the Private Placement Warrants, other than as a result of a cash distribution in relation to those Founder Shares, Private Placement Warrants
and Ordinary Shares underlying the Private Placement Warrants, and further provided that the amount of Founder Shares, Private Placement
Warrants and Ordinary Shares underlying the Private Placement Warrants permitted to be transferred in such case be approved by the Company
in its discretion, based on written professional advice from a reputable legal services provider in relation to the taxation of the Dry
Charge Taxpayer and otherwise based on such reasonable assumptions as the Company determines in good faith to be appropriate; provided,
however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be
bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending
180 days after such date, the Sponsor, the Anchor Investors, and each Insider shall not, without the prior written consent of the Representatives,
Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares
held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 5(e) of the Underwriting Agreement.


 






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5. Remedies. The Sponsor, the Anchor
Investors, and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably
injured in the event of a breach by the Sponsor, the Anchor Investors, or such Insider of its, her or his obligations, as applicable
under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


6. Payments by the Company. Except
as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of the Company nor any
affiliate of the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of
any payment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


7. Director and Officer Liability Insurance.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the
Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available
for any of the Company’s directors or officers.


 


8. Termination. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the Company.


 


9. Indemnification. In the event
of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time
period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to
indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which
the Company has discussed entering into a transaction agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to
ensure that such claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of
funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the
Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value
of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply
to any claims by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether
or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend
against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt
of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 






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10. Forfeiture of Founder Shares.
To the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus
in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration,
for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum
of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor, the Anchor Investors, and Insiders further
agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization
or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering
in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares
outstanding at such time.


 


11. Entire Agreement. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 changed, amended, modified or
waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto.


 


12. Assignment. No party hereto may
assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the
other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Insiders
and each of their respective successors, heirs, personal representatives and assigns and permitted transferees. 14. Counterparts. This
Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


13. Effect of Headings. The paragraph
headings herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.


 


14. Severability. This Letter Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


15. Governing Law. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree
that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


16. Notices. Any notice, consent
or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	SDCL EDGE ACQUISITION CORPORATION
	 	 	 	 
	 	By:	/s/ Ned Davis
	 	 	Name: 	Ned Davis
	 	 	Title:  	Chief Financial Officer


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Benoit Sansoucy
	 	Name:	SDCL EDGE Sponsor LLC
	 	By:	Benoit Sansoucy


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Eugene Kinghorn
	 	Name:	SDCL EDGE Sponsor Participation LLP
	 	By:	Eugene Kinghorn


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Eric Techel
	 	Name: 	Sustainable Investors Fund, LP
	 	By: 	Eric Techel


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Glen Broadhurst
	 	Name: 	Seaside Holdings (Nominee) Limited
	 	By: 	Glen Broadhurst


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Jonathan Maxwell
	 	Name:	Jonathan Maxwell


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Michael Feldman
	 	Name: 	Michael Feldman


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Michael Naylor
	 	Name: 	Michael Naylor


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Steven J. Gilbert
	 	Name: 	Steven J. Gilbert


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ William Kriegel
	 	Name: 	William Kriegel


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Lolita Jackson
	 	Name: 	Lolita Jackson


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Ned Davis
	 	Name: 	Ned Davis


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	/s/ Ana Maria Machado Fernandes
	 	Name: 	Ana Maria Machado Fernandes


 


[Signature Page to Letter Agreement]