INVESTMENT MANAGEMENT TRUST AGREEMENT
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).
WHEREAS, the Companys registration statement on Form S-1, No. 333-249958 (the Registration Statement) and prospectus (the Prospectus) for the initial public offering of the Companys SAILSM (Stakeholder Aligned Initial Listing) securities (the SAILSM securities), each of which consists of one share of the Companys 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 entitling the holder thereof to purchase one share of Class A Common Stock (such initial public offering hereinafter referred to as the Offering), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company has entered into an Underwriting Agreement (the Underwriting Agreement) with Morgan Stanley & Co. LLC as the underwriter (the Underwriter); and
WHEREAS, simultaneously with the Offering, the Companys sponsor, CBRE Acquisition Sponsor, LLC will 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) at a price of $1.50 per warrant, each whole Private Placement Warrant entitling the holder to purchase one Class A Share at an exercise price of $11.00 per share of Class A common stock; and
WHEREAS, as described in the Prospectus, $350,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (or $402,500,000 if the Underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the Trust Account) for the benefit of the Company and the holders of shares of the Class A Common Stock included in the SAILSM securities issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the Property, the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the Public Stockholders, and the Public Stockholders and the Company will be referred to together as the Beneficiaries); and
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $12,250,000, or $14,087,500 if the Underwriters over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriter, as representative of any underwriters, upon the consummation of the Business Combination (as defined in Prospectus, a Business Combination) (the Deferred Discount); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at BofA Securities, Inc. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of