Exhibit 10.3


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
dated as of [●], 2021, is entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”)
and SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Sustainable Investors Fund,
LP, a Delaware limited liability company (“Capricorn”), and Seaside Holdings (Nominee) Limited, a Guernsey limited
company (“Seaside”, together with the Sponsor and Capricorn, the “Purchasers” and each a “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each
unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”),
and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per
Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission
(the “SEC”), File Number 333-254238, under the Securities Act of 1933, as
amended (the “Securities Act”).


 


WHEREAS, the Purchasers have agreed to purchase
an aggregate amount of warrants as set out herein (plus additional redeemable warrants, in the amount set out herein, if the underwriters
in the Public Offering exercises their option to purchase additional units in full) (the “Private
Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price
of $11.50 per Share, at a price of $1.00 per warrant, subject to adjustment.


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.Authorization, Purchase and Sale;
Terms of the Private Placement Warrants.


 


A. Authorization of the Private Placement Warrants.
The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchasers.


 


B. Purchase and Sale of the Private Placement
Warrants.


 


(i) On
the date of the consummation of the Public Offering (the “IPO Closing Date”),
the Company shall issue and sell:


 


(a) to the Sponsor,
and the Sponsor shall purchase from the Company, 6,600,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate
purchase price of $6,600,000 (the “Sponsor Purchase Price”). The Sponsor shall pay the Sponsor Purchase Price by wire
transfer of immediately available funds in the following amounts: (A) $2,650,000 to the Company at a financial institution to be chosen
by the Company, and (B) $3,950,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee
(the “Trust Account”);


 


(b) to Capricorn,
and Capricorn shall purchase from the Company, 825,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase
price of $825,000 (the “Capricorn Purchase Price”). Capricorn shall pay the Capricorn Purchase Price by wire transfer
of immediately available funds equal to $825,000 to the Company at a financial institution to be chosen by the Company;

 






     

     


    

 


(c) to Seaside,
and Seaside shall purchase from the Company, 825,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase
price of $825,000 (the “Seaside Purchase Price”). Seaside shall pay the Seaside Purchase Price by wire transfer of
immediately available funds equal to $825,000 to the Company at a financial institution to be chosen by the Company.


 


in each case in accordance with the Company’s wiring instructions,
at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the
immediately prior paragraphs (a) through (c) (as applicable), the Company, at its option, shall deliver a certificate evidencing the Private
Placement Warrants purchased on such date duly registered in each Purchaser’s name to the relevant Purchaser or effect such delivery
in book-entry form.


 


(ii) On
the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by each Purchaser and the Company (each such date, an “Option
Closing Date,” and each Option Closing Date (if any) and the IPO Closing Date, a “Closing
Date”), the Company shall issue and sell:


 


(a) to the Sponsor,
and the Sponsor shall purchase from the Company, up to 630,000 Private Placement Warrants (or, to the extent the option to purchase additional
units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised)
at a price of $1.00 per warrant for an aggregate purchase price of up to $630,000 (the “Sponsor Option Purchase Price”);


 


(b) to Capricorn,
and Capricorn shall purchase from the Company, up to 78,750 Private Placement Warrants (or, to the extent the option to purchase additional
units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised)
at a price of $1.00 per warrant for an aggregate purchase price of up to $78,750 (the “Capricorn Option Purchase Price”);


 


(c) to Seaside,
and Seaside shall purchase from the Company, up to 78,750 Private Placement Warrants (or, to the extent the option to purchase additional
units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised)
at a price of $1.00 per warrant for an aggregate purchase price of up to $78,750 (the “Seaside Option Purchase Price”),


 


it being agreed and acknowledged that each Purchaser
shall pay the Sponsor Option Purchase Price, Capricorn Option Purchase Price, or Seaside Option Purchase Price (as applicable), in accordance
with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business
day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence,
the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered
in each relevant Purchaser’s name to the relevant Purchaser or effect such delivery in book-entry form.


 


C. Terms of the Private Placement Warrants.


 


(i) Each
Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent
on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”),
and shall be subject to the terms of a letter agreement, dated as of the date hereof, to be entered into by the Company, each Purchaser
and the other parties thereto, in connection with the Public Offering.


 


(ii) On
the IPO Closing Date, the Company and the Purchasers shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers relating to
the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 






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Section 2.Representations and Warranties
of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Private Placement Warrants,
the Company hereby represents and warrants to the Purchasers (which representations and warranties shall survive each Closing Date) that:


 


A. Incorporation and Corporate Power. The
Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified
to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect
on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization; No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of
the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective
terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to the memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of
the Public Offering) or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register
of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and non-assessable.
On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall
have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
and upon registration in the Company’s register of members, the Purchasers will each have good title to the Private Placement Warrants
purchased by each of them and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii)
transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of
each Purchaser.


 


D. Governmental Consents. No permit, consent,
approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution,
delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.


 


E. Regulation D Qualification. Neither the
Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of
its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 






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Section 3.Representations and Warranties
of the Purchasers. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement
Warrants to the Purchasers, each Purchaser (strictly on a several and not joint basis) hereby represents and warrants to the Company
(which representations and warranties shall survive each Closing Date) that:


 


A. Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s
equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or
notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s
organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or
any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree
to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Investment Representations.


 


(i) The
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such
exercise (collectively, the “Securities”) for its own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3)
of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under
the Securities Act.


 


(iii) The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act.


 


(v) The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 






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(vii) The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any
other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that
promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed
to be “underwriters” under the Securities Act when reselling the securities
of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions
of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered
offering or in reliance upon another exemption from the registration requirements of the Securities Act.


 


(viii) The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have
no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can
afford a complete loss of its investments in the Securities.


 


(ix) The
Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


Section 4.Conditions of the Purchasers’
Obligations. The several obligations of each Purchaser to purchase and pay for the Private Placement Warrants are subject to the
fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations and Warranties. The representations
and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Date as though then made.


 


B. Performance. The Company shall have performed
and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by it on or before such Closing Date.


 


C. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant Agreement and Registration Rights
Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration Rights
Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to each Purchaser (acting reasonably).


 


Section 5.Conditions of the Company’s
Obligations. The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment, on or before each
Closing Date, of each of the following conditions:


 


A. Representations and Warranties. The representations
and warranties of each Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.


 






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B. Performance. Each Purchaser shall have
performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by the relevant Purchaser on or before such Closing Date.


 


C. Corporate Consents. The Company shall
have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant
Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


E. Warrant Agreement. The Company shall have
entered into the Warrant Agreement.


 


Section 6.Miscellaneous.


 


A. Successors and Assigns. Except as otherwise
expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing
or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchasers to their affiliates
(including, without limitation one or more of their members).


 


B. Severability. Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts
taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile or email shall be
valid and effective to bind the party so signing.


 


D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall be
deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws
of another jurisdiction.


 


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


 


Section 7.Termination. This Agreement
may be terminated at any time after December 31, 2021, upon the election by either the Company or any Purchaser upon written notice to
the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 8.Survival of Representations and
Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 9.Definitions. Terms used but
not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement on Form S-1 that
the Company has filed with the SEC, under the Securities Act.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement.


 


	 	SDCL EDGE ACQUISITION CORPORATE
 (as Company)
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	SDCL EDGE SPONSOR LLC 

(as Sponsor)
	 	 	 
	 	By:	

	 	 	Name:
	 	 	Title:
	 	 	 
	 	SUSTAINABLE INVESTORS FUND, LP


(as Purchaser)

	 	 	 
	 	By:	

	 	 	Name:
	 	 	Title:
	 	 	 
	 	SEASIDE HOLDINGS (NOMINEE) LIMITED


(as Purchaser)

	 	 	 
	 	By:	

	 	 	Name:
	 	 	Title:




 


 


[Signature Page to Private Placement Warrants
Purchase Agreement]


 




     

     


    

 


EXHIBIT A


 


Warrant Agreement


 


 


 


 


 





[Exhibit A to Private Placement Warrants Purchase
Agreement]

  




     

     


    

 


EXHIBIT B


 


Registration Rights Agreement


 


 


 


 


 


 


[Exhibit B to Private
Placement Warrants Purchase Agreement]