REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
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).
WHEREAS, (i) the Company and the Sponsor have entered into that certain Subscription Agreement, dated as of November 6, 2020, pursuant to which the Sponsor purchased an aggregate of 2,300,000 shares (the Alignment Shares) of the Companys Class B common stock, par value $0.0001 per share (the Class B Common Stock), (ii) the Sponsor and Company have entered into that certain Surrender of Shares and Amendment No. 1 to the Subscription Agreement to reflect the forfeiture and surrender by the Sponsor to the Company of 287,500 Alignment Shares on November 27, 2020, resulting in 2,012,500 Alignment Shares remaining outstanding (including the forfeiture of up to 262,500 Alignment Shares depending on the extent to which the underwriters over-allotment option is exercised), (iii) such Alignment Shares were reclassified in connection with the amendment and restatement of the Companys certificate of incorporation to add certain conversion and other rights, benefits and obligations each as described in the Registration Statement, the Statutory Prospectus and the Prospectus on December 7, 2020, and (iv) the Sponsor subsequently transferred or sold an aggregate of 201,250 Alignment Shares to the other Holders on November 27, 2020;
WHEREAS, the Alignment Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Class A Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation, as may be further amended from time to time;
WHEREAS, on December 10, 2020, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase an aggregate of 6,666,667 warrants (or up to 7,366,667 warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to provide working capital and to finance the Companys transaction costs in connection with an initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor may, but are not obligated to, lend the Company such funds as the Company may require, of which up to $3,000,000 principal amount of such loans may be convertible, at the option of such lender, into an additional 2,000,000 Private Placement Warrants (the Working Capital Warrants); and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: