PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
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).
WHEREAS, the Company intends to consummate an initial public offering of the Companys SAILSM (Stakeholder Aligned Initial Listing) securities (the Public Offering), each SAILSM security consisting of one share of the Companys Class A common stock, par value $0.0001 per share (each, a Class A Share), and one-fourth of one redeemable warrant as set forth in the Companys registration statement on Form S-1, filed with the Securities and Exchange Commission (the SEC), File Number 333-249958 (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act);
WHEREAS, each whole warrant entitles the holder to purchase one Class A Share at an exercise price of $11.00 per Class A Share; and
WHEREAS, the Purchaser has agreed to purchase an aggregate of 6,666,667 redeemable warrants (or up to 7,366,667 redeemable warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the Private Placement Warrants), each whole Private Placement Warrant entitling the holder to purchase one Class A Share at an exercise price of $11.00 per Class A Share, at a price of $1.50 per warrant.
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:
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 Purchaser.
|B. || |
Purchase and Sale of the Private Placement Warrants.
| ||(i) || |
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the Initial Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,666,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $10,000,000 (the Purchase Price), which shall be paid by wire transfer of immediately available funds in the following amounts: (i) $3,000,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the Trust Account), in each case in accordance with the Companys wiring instructions at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchasers name to the Purchaser, or effect such delivery in book-entry form.
| ||(ii) || |
On the date of the consummation of each closing (if any) of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an Over-allotment Closing Date, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes