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.
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).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 13th, 2021 • CBRE Acquisition Holdings, Inc. • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of July 12, 2021, is made and entered into by and among CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”), the Persons listed on Schedule A hereto (each, a “Company Investor” and collectively, the “Company Investors”) and Altus Power, Inc., a Delaware corporation (“Altus Power”). Each of the Company, the Company Investors and Altus Power may be referred to herein as a “Party” and collectively as the “Parties”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 13th, 2021 • CBRE Acquisition Holdings, Inc. • Blank checks • Delaware
THIS SPONSOR SUPPORT AGREEMENT (this “Sponsor Agreement”) is dated as of July 12, 2021, by and among CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the other Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Sponsor Party” and, together, the “Sponsor Parties”), CBRE Acquisition Holdings, Inc., a Delaware corporation (“CBAH”), and Altus Power, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
July 12, 2021Business Combination Agreement • July 13th, 2021 • CBRE Acquisition Holdings, Inc. • Blank checks
Reference is made to the Business Combination Agreement, dated as of the date hereof, by and among CBRE Acquisition Holdings, Inc. (the “Company”), Altus Power, Inc. (“Altus”), CBAH Merger Sub I, Inc., CBAH Merger Sub II, LLC, Altus Power America Holdings, LLC and APAM Holdings LLC (as may be amended, modified or supplemented from time to time, the “Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Business Combination Agreement.
SUPPORT AGREEMENTSupport Agreement • July 13th, 2021 • CBRE Acquisition Holdings, Inc. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of July 12, 2021, is entered into by and among CBRE Acquisition Holdings, Inc., a Delaware corporation (“CBAH”), CBAH Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of CBAH (“First Merger Sub”), CBAH Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of CBAH (“Second Merger Sub”) and each direct or indirect stockholder of the Company (as defined below) set forth on the signature pages hereto (each, a “Stockholder”).
BUSINESS COMBINATION AGREEMENT dated as of July 12, 2021 by and among CBRE ACQUISITION HOLDINGS, INC., CBAH MERGER SUB I, INC., CBAH MERGER SUB II, LLC, ALTUS POWER AMERICA HOLDINGS, LLC, APAM HOLDINGS, LLC and ALTUS POWER, INC.Business Combination Agreement • July 13th, 2021 • CBRE Acquisition Holdings, Inc. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of July 12, 2021, is entered into by and among CBRE Acquisition Holdings, Inc., a Delaware corporation (prior to the Second Effective Time, “CBAH” and, at and after the Second Effective Time, “PubCo”), CBAH Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”), CBAH Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), Altus Power America Holdings, LLC, a Delaware limited liability company (“Holdings”), APAM Holdings LLC, a Delaware limited liability company (“APAM”), and Altus Power, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
