35,000,000 SAILSM Securities CBRE Acquisition Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 10, 2020 by and between CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2021 • Altus Power, Inc. • Electric services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December 9, 2021 between Altus Power, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 15th, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 10, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between CBRE Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between CBRE ACQUISITION HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 15th, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 10, 2020, is by and between CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 15th, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2020, is made and entered into by and among CBRE Acquisition Holdings, Inc. a Delaware corporation (the “Company”), CBRE Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • November 23rd, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
Altus Power, Inc. 7,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 29th, 2022 • Altus Power, Inc. • Electric services • New York
The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of Altus Power, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representatives”) an aggregate of 7,000,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,050,000 shares of Class A common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
CONFIDENTIAL INFORMATION, INVENTIONS AND PROPRIETARY RIGHTS AGREEMENTConfidentiality Agreement • January 10th, 2022 • Altus Power, Inc. • Electric services • Connecticut
This Confidential Information, Inventions and Proprietary Rights Agreement (“Agreement”) is entered into by and between Altus Power America Management, LLC, a Delaware limited liability company (the “Company”), and Dustin Weber, an employee of the Company (“Employee”).
CBRE Acquisition Holdings, Inc. Dallas, Texas 75201 Morgan Stanley & Co. LLC New York, New York 10036Underwriting Agreement • December 15th, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s SAILSM securities (including up to 5,250,000 SAILSM securities granted to the Underwriter that may be purchased to cover over-allotments, if any) (the “SAILSM securities”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.00 per share, subject to adjustment. The SAILSM securities will be sold in the Public Offering pursuant to a registration s
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2021 • CBRE Acquisition Holdings, Inc. • Electric services • Connecticut
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2021 by and between Altus Power America Management, LLC, a Delaware limited liability company, (the “Company”) and Gregg Felton (the “Executive”), and is effective as of the Closing Date, as such term is defined in that certain Business Combination Agreement and Plan of Merger, dated as of July 12, 2021 (the “Business Combination Agreement”), by and among CBRE Acquisition Holdings, Inc., a Delaware corporation (“CBRE”), CBAH Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of CBRE (“First Merger Sub”), CBAH Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of CBRE (“Second Merger Sub”), Altus Power America Holdings, LLC, a Delaware limited liability company, APAM Holdings LLC, a Delaware limited liability company, and Altus Power, Inc. (the “Parent Company”), providing for, among other things, and subject to the terms and conditions therein, a
CBRE Acquisition Holdings, Inc.Administrative Services Agreement • December 15th, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks • New York
This letter agreement by and between CBRE Acquisition Holdings, Inc. (the “Company”) and CBRE, Inc. (“CBRE”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Certain information, marked using “[***]”, has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.Purchase and Sale Agreement • March 14th, 2024 • Altus Power, Inc. • Electric services
Reference is made to the Purchase and Sale Agreement, dated as of October 27, 2023 (the “Purchase Agreement”), between Project Hyperion Holdco LP and Soltage Hyperion MGTCO, LLC, as Sellers, and Altus Power, LLC, as Buyer and solely for the purposes of Section 6.12 thereof, Altus Power, Inc. Capitalized terms used herein and not otherwise defined have the definitions ascribed to them in the Purchase Agreement.
AMENDMENT NO. 1Amendment No. 1 • August 8th, 2024 • Altus Power, Inc. • Electric services • New York
This Amendment No. 1, dated as of March 26, 2024 (this “Amendment”), is entered into by and among APACF II, LLC, a Delaware limited liability company (the “Borrower”), PASS EQUIPMENT CO, LLC, a Delaware limited liability company (“PASS”), APACF II HOLDINGS, LLC, a Delaware limited liability company (the “Equity Holder”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), BLACKSTONE ASSET BASED FINANCE ADVISORS LP (“Blackstone Representative”) and the Lenders party hereto.
Master Project Management Services AgreementProject Management Services Agreement • March 30th, 2023 • Altus Power, Inc. • Electric services • Connecticut
THIS PROJECT MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of June 13, 2022 by and between Park Avenue Solar Solutions, LLC, a Delaware limited liability company (“Client”), and CBRE, INC., a Delaware corporation (“CBRE”). Client and CBRE are also referred to herein as the “Parties.” In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, Client and CBRE hereby agree as follows:
AMENDMENT TO COMMERCIAL COLLABORATION AGREEMENTCommercial Collaboration Agreement • March 30th, 2023 • Altus Power, Inc. • Electric services • Delaware
This Amendment to the COMMERCIAL COLLABORATION Agreement, dated as of December 9, 2022 (this “Amendment”), is entered into between CBRE, Inc. a Delaware corporation (“CBRE”), and Altus Power, LLC, a Delaware limited liability company (formerly Altus Power, Inc. “Altus”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 23rd, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 6, 2020, by and among CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”) and CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”).
FINANCING AGREEMENT Dated as of December 23, 2022 Among APA FINANCE II, LLC a Delaware limited liability company (as the Borrower) and KEYBANC CAPITAL MARKETS INC., (as Mandated Lead Arranger and a Joint Lead Arranger) and KEYBANK NATIONAL ASSOCIATION...Financing Agreement • December 27th, 2022 • Altus Power, Inc. • Electric services • New York
This FINANCING AGREEMENT, dated as of December 23, 2022 (as amended, restated, amended and restated, supplemented or as otherwise further modified from time to time, this “Agreement”), is made by and among APA FINANCE II, LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE LENDERS that is a signatory to this Agreement identified as a “Lender” on the signature pages to this Agreement or that shall become a “Lender” under this Agreement pursuant to the terms of this Agreement (individually, a “Lender” and, collectively, the “Lenders”), KEYBANC CAPITAL MARKETS INC., as Mandated Lead Arranger and a Joint Lead Arranger, THE HUNTINGTON NATIONAL BANK, as a Joint Lead Arranger and Issuing Bank, and KEYBANK NATIONAL ASSOCIATION, as a Lender and an Issuing Bank, as the Administrative Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together wit
July 12, 2021 ValueAct Capital Management, L.P. One Letterman Drive Building D, 4th Floor San Francisco, CA 94129 Ladies and Gentlemen:Letter Agreement • July 13th, 2021 • CBRE Acquisition Holdings, Inc. • Blank checks • Delaware
This letter agreement is entered into by and among ValueAct Capital Management, L.P. (“ValueAct”), CBRE Acquisition Holdings, Inc. (“CBAH”) and Altus Power, Inc. (“Altus” and, together with ValueAct and CBAH, the “Parties”). Concurrently with the execution of this letter agreement, CBAH and Altus are entering into that certain Business Combination Agreement, dated as of July 12, 2021 by and among CBAH, Altus and the other persons party thereto (the “Transaction Agreement”).
COMMERCIAL COLLABORATION AGREEMENTCommercial Collaboration Agreement • July 13th, 2021 • CBRE Acquisition Holdings, Inc. • Blank checks • Delaware
This Commercial Collaboration Agreement (this “Agreement”) is entered into as of July 12, 2021, between Altus Power, Inc., a Delaware corporation (“Altus Power”), and CBRE, Inc., a Delaware corporation (“CBRE”), and shall become effective only on the Effective Date (as defined below). In this Agreement, Altus Power and CBRE may be referred to individually as a “Party” or together as the “Parties.” This Agreement is intended to address the Parties’ activities and operations, including as conducted by the Parties’ respective subsidiaries and affiliates.
Execution Version HIGHLY CONFIDENTIAL Purchase and Sale Agreement by and among True Green Capital Fund III, L.P., APA Finance III, LLC, and, solely for purposes of Article V, Section 6.04, Section 6.05 and Article X, Altus Power, LLC Dated as of...Purchase and Sale Agreement • February 16th, 2023 • Altus Power, Inc. • Electric services • Delaware
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • May 9th, 2024 • Altus Power, Inc. • Electric services • Connecticut
This Separation and Release of Claims Agreement (the “Agreement”) is entered into by and between Altus Power, Inc., and its affiliates and subsidiaries, including Altus Power America Management, LLC, a Delaware limited liability company (hereinafter referred to collectively as the “Company”) and Lars Norell (“Norell”) (collectively referred to as the “Parties”).
AMENDMENT AND CONSENT AGREEMENTAmendment and Consent Agreement • December 14th, 2021 • Altus Power, Inc. • Electric services • New York
This AMENDMENT AND CONSENT AGREEMENT (this “Agreement”) is entered into as of December 6, 2021 by and among APA CONSTRUCTION FINANCE, LLC, a Delaware limited liability company (the “Borrower”), BT GA SOLAR, LLC, CURRY SOLAR FARM LLC, LIGHTBEAM POWER COMPANY GRIDLEY MAIN LLC, LIGHTBEAM POWER COMPANY GRIDLEY MAIN TWO LLC, NM MA SOLAR II, LLC, HI MA SOLAR, LLC, (together, the “Project Companies”), the “Lenders” listed on the signature pages hereof (collectively, the “Lenders”), the Counterparties listed on the signature pages hereof (collectively, the “Counterparties”) and FIFTH THIRD BANK, NATIONAL ASSOCIATION, in its capacities as the Administrative Agent and the Collateral Agent (together with its successors and permitted assigns, the “Agent”).
Surrender of Shares and Amendment No. 1 to the Subscription AgreementSubscription Agreement • November 27th, 2020 • CBRE Acquisition Holdings, Inc. • Blank checks
This Surrender of Shares and Amendment No. 1 to the Subscription Agreement, dated November 27, 2020 (this “Agreement”), is made by and between CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber”).
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • March 14th, 2024 • Altus Power, Inc. • Electric services • New York
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT, dated as of December 22 2023 (this “Amendment and Waiver”), by and among APA Generation, LLC, a Delaware limited liability company (the “Borrower”), Citibank, N.A., as the revolver administrative agent (the “Revolver Administrative Agent”) and each Lender (as defined below) party hereto.
AMENDMENT NO. 1Amendment No. 1 • August 14th, 2023 • Altus Power, Inc. • Electric services • New York
This AMENDMENT NO. 1, dated as of June 15, 2023 (this “Amendment”), is entered into by and among APA FINANCE III BORROWER, LLC, a Delaware limited liability company (the “Borrower”), APA FINANCE III BORROWER HOLDINGS, LLC, a Delaware limited liability company (the “Equity Holder”), the Guarantors party hereto, ALTUS POWER, INC., a Delaware corporation (the “Limited Guarantor”), BLACKSTONE ASSET BASED FINANCE ADVISORS LP (the “Blackstone Representative”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, as Document Custodian (the “Document Custodian”), and the Lenders party hereto.
EMPLOYMENT AGREEMENT BETWEEN DUSTIN WEBER AND ALTUS POWER AMERICA MANAGEMENT, LLCEmployment Agreement • September 24th, 2021 • CBRE Acquisition Holdings, Inc. • Electric services • Delaware
This is an Employment Agreement between Altus Power America Management, LLC (“Altus”, “Firm” or “Employer”) and Dustin Weber (“Employee”, “you”) under the terms and conditions set forth below:
CLASS A NOTENote Agreement • December 21st, 2023 • Altus Power, Inc. • Electric services
FOR VALUE RECEIVED, the undersigned, APA FINANCE III BORROWER, LLC a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the Corporate Trust Office of the Administrative Agent (such terms, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement, dated as of February 15, 2023 (as amended by that certain Amendment No. 1, dated as of June 15, 2023, that certain Amendment No. 2, dated as of July 21, 2023, that certain Amendment No. 3, dated as of December 20, 2023 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, APA FINANCE III BORROWER HOLDINGS, LLC, a Delaware limited liability company (the “Equity Holder”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Admi
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2021 • CBRE Acquisition Holdings, Inc. • Electric services • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 16, 2020 by and among APA CONSTRUCTION FINANCE, LLC, a Delaware limited liability company (the “Borrower”), SH MA SOLAR IV, LLC and HA MA SOLAR II, LLC (together, the “Project Companies”), the “Lenders” listed on the signature pages hereof (individually and collectively, the “Consenting Lenders”), and FIFTH THIRD BANK, NATIONAL ASSOCIATION (in such capacity, and together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT dated as of December 19, 2022 among APA Generation, LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, Citibank, N.A., as the Revolver Administrative Agent, Collateral Agent, Letter of Credit Issuer and a...Credit Agreement • December 19th, 2022 • Altus Power, Inc. • Electric services • New York
AMENDMENT NO. 3Credit Agreement • December 21st, 2023 • Altus Power, Inc. • Electric services • New York
This AMENDMENT NO. 3, dated as of December 20, 2023 (this “Amendment”), is entered into by and among APA FINANCE III BORROWER, LLC, a Delaware limited liability company (the “Borrower”), APA FINANCE III BORROWER HOLDINGS, LLC, a Delaware limited liability company (the “Equity Holder”), the Guarantors party hereto, BLACKSTONE ASSET BASED FINANCE ADVISORS LP (the “Blackstone Representative”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, as Document Custodian (the “Document Custodian”), and the Lenders party hereto.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 13th, 2021 • CBRE Acquisition Holdings, Inc. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of July 12, 2021 by and between CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
CLASS A NOTELoan Agreement • February 16th, 2023 • Altus Power, Inc. • Electric services
FOR VALUE RECEIVED, the undersigned, APA FINANCE III BORROWER, LLC a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the Corporate Trust Office of the Administrative Agent (such terms, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement, dated as of February 15, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, APA FINANCE III BORROWER HOLDINGS, LLC, a Delaware limited liability company (the “Equity Holder”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as Document Custodian, and each lender from time to time party thereto), (i) on the dates set forth in the Credit Agreement, the
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 25, 2021 among APA FINANCE, LLC, as the Borrower, APA FINANCE HOLDINGS, LLC as the Equity Holder, BISF AGENT LLC, as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent,...Credit Agreement • September 24th, 2021 • CBRE Acquisition Holdings, Inc. • Electric services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as the same may be amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of August 25, 2021, among APA FINANCE, LLC, a Delaware limited liability company (the “Borrower”), APA FINANCE HOLDINGS, LLC, a Delaware limited liability company (the “Equity Holder”), BISF AGENT LLC, as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent, Paying Agent and Document Custodian, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENT among APACF II, LLC, as Borrower, APACF II HOLDINGS, LLC, as the Equity Holder, PASS EQUIPMENT CO, LLC, Each of the Project Companies from Time to Time Parties Hereto, Each of the Tax Equity HoldCos from Time to Time Parties Hereto,...Credit Agreement • November 13th, 2023 • Altus Power, Inc. • Electric services • New York
EXHIBIT A Form of Committed Loan Notice EXHIBIT B Form of Borrowing Base Certificate Date Base Case Model EXHIBIT C Form of Note EXHIBIT D Form of Assignment and Assumption EXHIBIT E Form of Construction Budget and Schedule EXHIBIT F Form of Solvency Certificate EXHIBIT G [Reserved] EXHIBIT H-1 Form of Exemption Certificate (For Non-U.S. Lenders That Are
