Surrender of Shares and
Amendment No. 1 to the Subscription Agreement
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).
WHEREAS, the Company and the Subscriber have entered into that certain Subscription Agreement, dated as of November 6, 2020 (the Subscription Agreement), pursuant to which the Subscriber subscribed for an aggregate of 2,300,000 shares of Class B common stock, par value $0.0001 per share, of the Company (Class B Shares); and
WHEREAS, the Company and the Subscriber desire to amend the Subscription Agreement to provide an irrevocable notice of surrender of certain Class B Shares to the Company.
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
| ||(a) || |
The Subscriber hereby irrevocably surrenders to the Company for no consideration 287,500 Class B Shares.
| ||(b) || |
The Subscriber confirms that the Company has not, as at the date of this letter, issued any share certificates to it.
| ||2. || ||Agreement Remains Effective. Except as modified herein or amended hereby, the terms and conditions contained in the Subscription Agreement shall continue in full force and effect. |
| ||3. || ||Governing Law. This Agreement shall be deemed to be a contract under the internal laws of the State of Delaware, without regard to principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby. |
| ||4. || ||Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof. |