COMMERCIAL COLLABORATION AGREEMENT
This Commercial Collaboration Agreement (this Agreement) is entered into as of July 12, 2021, between Altus Power, Inc., a Delaware corporation (Altus Power), and CBRE, Inc., a Delaware corporation (CBRE), and shall become effective only on the Effective Date (as defined below). In this Agreement, Altus Power and CBRE may be referred to individually as a Party or together as the Parties. This Agreement is intended to address the Parties activities and operations, including as conducted by the Parties respective subsidiaries and affiliates.
WHEREAS, Altus Power is engaged in the business of, among other things, developing, owning, operating and selling photovoltaic electrical energy, storage and electric vehicle charging to commercial, industrial, public sector and community customers;
WHEREAS, CBRE is a global full-service commercial real estate services and investment firm serving owners, investors and occupiers of commercial real estate;
WHEREAS, CBRE is an equityholder of CBRE Acquisition Holdings, Inc. (PubCo);
WHEREAS, PubCo, CBAH Merger Sub I, Inc., a Delaware corporation, CBAH Merger Sub II, LLC, a Delaware limited liability company (Second Merger Sub), Altus Power, Altus Power America Holdings, LLC, a Delaware limited liability company, and APAM Holdings LLC, a Delaware limited liability company, are entering into that certain Business Combination Agreement, dated as of the date hereof (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Business Combination Agreement), pursuant to which and subject to the terms and conditions of which, among other things, indirect shareholders of Altus Power will exchange certain equity interests for shares of PubCo and own a majority of the shares of PubCo at the closing of the Business Combination (as defined below), PubCo will indirectly acquire all of the outstanding capital stock of Altus Power, and Altus Power will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly-owned subsidiary of PubCo (the Business Combination);
WHEREAS, in connection with the Business Combination, the Parties desire to bring together their shared capabilities to create the worlds leading clean electrification company through commercial collaboration arrangements on the terms and conditions set forth in this Agreement; and
WHEREAS, the respective boards of directors of each of the Parties, as well as the board of directors of PubCo (acting upon the unanimous recommendation of the CBAH Special Committee (as defined in the Business Combination Agreement)), have unanimously approved this Agreement.
NOW, THEREFORE, the Parties agree as follows: