Class B Letter Agreement, dated July 12, 2021

EX-10.5 7 d199169dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

July 12, 2021

Altus Power, Inc.

CBRE Acquisition Holdings, Inc.

Ladies and Gentlemen:

Reference is made to the Business Combination Agreement, dated as of the date hereof, by and among CBRE Acquisition Holdings, Inc. (the “Company”), Altus Power, Inc. (“Altus”), CBAH Merger Sub I, Inc., CBAH Merger Sub II, LLC, Altus Power America Holdings, LLC and APAM Holdings LLC (as may be amended, modified or supplemented from time to time, the “Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Business Combination Agreement.

Each of the undersigned in its, his or her capacity as a holder of shares of Class B Common Stock (each, in such capacity, a “Class B Holder”) hereby agrees with and for the benefit of the Company and Altus that:

(1) effective upon the Closing, each Class B Holder shall surrender to PubCo 30% of the shares of Class B Common Stock held by such Class B Holder, with Annex A hereto setting forth the number of shares of Class B Common Stock each such Class B Holder shall own immediately following such surrender; and

(2) from and after the date hereof, no Class B Holders shall Transfer (as defined in the Investor Rights Agreement) any shares of Class B Common Stock, except (a) to a Permitted Transferee (as defined in the Investor Rights Agreement), (b) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual or pursuant to a qualified domestic relations order or (c) as consented to by the PubCo Board following the Closing; provided that any such Transfer shall be subject to the transferee of such shares of Class B Common Stock agreeing in writing with the Company and Altus (or following the Closing, PubCo) to be bound by the same restrictions.

For the avoidance of doubt, the Transfer restrictions set forth in this letter shall not apply to any shares of Class A Common Stock into which any shares of Class B Common Stock are converted in accordance with the PubCo Charter. This letter shall terminate immediately upon the termination of the Business Combination Agreement in accordance with its terms.

This letter shall be governed by, and construed in accordance with, the Laws of the State of Delaware without giving effect to principles or rules of conflict of laws to the extent such principles or result would require or permit the applicable of Laws of another jurisdiction. This letter may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[signature page follows]


Very truly yours,

CBRE Acquisition Sponsor, LLC

 

By:

 

/s/ Emma E. Giamartino

Name:

 

Emma E. Giamartino

Title:

  Executive Vice President, Corporate Development


Very truly yours,

ValueAct Capital Master Fund, L.P.

By:

 

/s/ Jason Breeding

Name:

 

Jason Breeding

Title:

  General Counsel and Corporate Secretary

/s/ Sarah E. Coyne

Name: Sarah E. Coyne


Very truly yours,

/s/ William F. Concannon

Name: William F. Concannon


Very truly yours,

/s/ Cash J. Smith

Name: Cash J. Smith


Very truly yours,

/s/ David S. Binswanger

Name: David S. Binswanger

R&DBIG Trust

By:

 

/s/ David S. Binswanger

Name:

 

David S. Binswanger

Title:

 

Trustee


Very truly yours,

/s/ Jamie J. Hodari

Name: Jamie J. Hodari

Pine Ridge 287, LLC

By:

 

/s/ Jamie J. Hodari

Name:

 

Jamie J. Hodari

Title:

 

Member


Very truly yours,

/s/ Michael J. Ellis

Name: Michael J. Ellis


Acknowledged and agreed:

CBRE Acquisition Holdings, Inc.

By:

 

/s/ Cash J. Smith

Name:

 

Cash J. Smith

Title:

 

President, Chief Financial Officer and Secretary


Acknowledged and agreed:

Altus Power, Inc.

By:

 

/s/ Gregg Felton

Name:

 

Gregg Felton

Title:

 

Co-Founder and Co-Chief Executive Officer


Annex A

 

Owner

   Class B
Shares (July 12,
2021)
     Class B Shares to be
surrendered at
Closing
     Class B Shares
immediately after
Closing
 

CBRE Acquisition Sponsor, LLC

     1,811,250        543,375.000        1,267,875.000  

William F. Concannon

     20,125        6,037.500        14,087.500  

Cash J. Smith

     100,625        30,187.500        70,437.500  

David S. Binswanger / R&DBIG Trust

     20,125        6,037.500        14,087.500  

ValueAct Capital Master Fund, L.P. / Sarah E. Coyne

     20,125        6,037.500        14,087.500  

Jamie J. Hodari / Pine Ridge 287, LLC

     20,125        6,037.500        14,087.500  

Michael J. Ellis

     20,125        6,037.500        14,087.500