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”).
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”).
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
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”):
