SPONSOR SUPPORT AGREEMENT
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).
WHEREAS, as of the date hereof, the Sponsor Parties collectively are the holders of record and the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of 1,932,000 shares of CBAH Class B Common Stock (such shares, the Subject Shares) and 7,292,999 Private Placement Warrants (such warrants, the Subject Warrants) in the aggregate as set forth on Schedule I attached hereto;
WHEREAS, concurrently with the execution and delivery of this Sponsor Agreement, the Company, CBAH, CBAH Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of CBAH (First Merger Sub), CBAH Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of CBAH (Second Merger Sub), Altus Power America Holdings, LLC, a Delaware limited liability company (Holdings) and APAM Holdings LLC, a Delaware limited liability company (APAM) have entered into that certain Business Combination Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Business Combination Agreement), dated as of the date hereof, pursuant to which, on the terms and conditions set forth therein, among other transactions, (i) First Merger Sub is to merge with and into the Company, with the Company continuing on as the surviving entity and a wholly-owned Subsidiary of CBAH, and (ii) the Company is to merge with and into Second Merger Sub, with Second Merger Sub continuing on as the surviving entity and a wholly-owned Subsidiary of CBAH;
WHEREAS, as a condition and inducement to the Companys willingness to enter into the Business Combination Agreement and to consummate the transactions contemplated therein, CBAH and the Sponsor have agreed to enter into the Sponsor Subscription Agreement and to consummate the transactions contemplated therein, pursuant to which, on the terms and conditions set forth therein, the Sponsor shall subscribe for and purchase from CBAH, and CBAH shall issue and sell to the Sponsor, a number of shares of CBAH Class A Common Stock equal to $70,000,000 plus the Backstop Amount (as defined in the Sponsor Subscription Agreement), if any, divided by $10.00, in each case after giving effect to rounding to eliminate the purchase or issuance of partial shares of CBAH Class A Common Stock; and
WHEREAS, as an inducement to CBAH and the Company to enter into the Business Combination Agreement and to consummate the transactions contemplated therein, the parties hereto desire to agree to certain matters as set forth herein.
NOW, THEREFORE, in consideration of the 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: