Exhibit 10.8


 


[●], 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.


 




    	 	2	 



     


    

 


(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.


 




    	 	3	 



     


    

 


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.


 




    	 	4	 



     


    

 


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]


 




    	 	5	 



     


    

 


	 	Sincerely,
	 	 
	 	SDCL EDGE ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name:	         
	 	 	Title:	 




 


 


[Signature Page to Letter Agreement]


 






     

     


    

 





	 	 
	 	Name:	SDCL EDGE Sponsor LLC
	 	By:	 





 


 


[Signature Page to Letter Agreement]


 




     

     


    

 





	 	 
	 	Name:	SDCL EDGE Sponsor Participation LLP
	 	By:	 



 


 


[Signature Page to Letter Agreement]


 




     

     


    

 


	 	 
	 	Name:	Sustainable Investors Fund, LP
	 	By:	 






 


 


[Signature Page to Letter Agreement]


 




     

     


    

 


	 	 
	 	Name:	Seaside Holdings (Nominee) Limited

	 	By:	 







 


[Signature Page to Letter Agreement]


 




     

     


    

 


	 	 
	 	Name:	Jonathan Maxwell



 



 


[Signature Page to Letter Agreement]


 




     

     


    

 


	 	 
	 	Name: 	Michael Feldman






 





 


[Signature Page to Letter Agreement]


 




     

     


    

 


	 	 
	 	Name: 	Michael Naylor






 


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	Name: 	Steven J. Gilbert






 


 


[Signature Page to Letter Agreement]


 



     


     


    

 


	 	 
	 	Name: 	William Kriegel






 


 


[Signature Page to Letter Agreement]