This SUBSCRIPTION AGREEMENT (this Subscription Agreement) is entered into as of July 12, 2021 by and between CBRE Acquisition Holdings, Inc., a Delaware corporation (the Issuer), and the undersigned (Subscriber). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
WHEREAS, the Issuer, CBAH Merger Sub I, Inc., a Delaware corporation (First Merger Sub), CBAH Merger Sub II, LLC, a Delaware limited liability company (Second Merger Sub), Altus Power America Holdings, LLC, a Delaware limited liability company, APAM Holdings LLC, a Delaware limited liability company, and Altus Power, Inc., a Delaware corporation (Altus), are entering into that certain Business Combination Agreement, dated on or around the date hereof (as amended, modified, supplemented or waived from time to time in accordance with its terms, the Business Combination Agreement), pursuant to which, inter alia, (i) at the First Effective Time, First Merger Sub is to merge with and into Altus pursuant to the First Merger, with Altus surviving as the First Merger Surviving Corporation; and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, at the Second Effective Time, Altus will merge with and into Second Merger Sub pursuant to the Second Merger, with Second Merger Sub surviving as the Second Merger Surviving Entity and as a wholly-owned subsidiary of the Issuer, on the terms and subject to the conditions set forth therein (the Mergers and, together with the other transactions contemplated by the Business Combination Agreement, the Transactions);
WHEREAS, in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer the number of shares of the Issuers Class A common stock, par value $0.0001 per share (the Class A common stock), set forth on Subscribers signature page hereto (the Shares) for a purchase price of $10.00 per share and an aggregate purchase price as set forth on Subscribers signature page hereto (the Purchase Price), and the Issuer desires to issue and sell to Subscriber the Shares in consideration of the payment of the Purchase Price therefor by or on behalf of Subscriber to the Issuer, all on the terms and conditions set forth herein; and
WHEREAS, certain other investors (including CBRE Acquisition Sponsor, LLC and its Affiliates (collectively, the Sponsor)) (each, an Other Subscriber) are entering into separate subscription agreements with the Issuer (each, an Other Subscription Agreement), pursuant to which such investors have agreed or will agree to purchase Class A common stock (collectively with the Shares to be purchased hereunder, the PIPE Securities) on the Closing Date at the same per share purchase price as Subscriber.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to irrevocably subscribe for and purchase from the Issuer, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Shares (such subscription and issuance, the Subscription)[; provided, that Subscriber shall purchase from the Issuer, and the Issuer will sell to the Subscriber, an additional number of shares of Class A common stock that would result in the Purchase Price increasing by an amount (such amount, the Backstop Amount) that is equal to the aggregate redemption price for all shares of Class A common stock submitted by the Issuers public shareholders for redemption in connection with the consummation of the Transactions; provided, further, that in no event will the Backstop Amount exceed $150,000,000.00.] As used in this Subscription Agreement (except where the context otherwise requires), Purchase Price shall refer to the aggregate