INVESTOR RIGHTS AGREEMENT
THIS INVESTOR RIGHTS AGREEMENT (this Agreement), dated as of July 12, 2021, is made and entered into by and among CBRE Acquisition Holdings, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto (each, a Company Investor and collectively, the Company Investors) and Altus Power, Inc., a Delaware corporation (Altus Power). Each of the Company, the Company Investors and Altus Power may be referred to herein as a Party and collectively as the Parties.
WHEREAS, the Company, CBAH Merger Sub I, Inc. (First Merger Sub), CBAH Merger Sub II, LLC (Second Merger Sub), Altus Power America Holdings, LLC (Altus Holdings), APAM Holdings LLC (APAM) and Altus Power have entered into that certain Business Combination Agreement, dated as of July 12, 2021 (as amended or supplemented from time to time, the Business Combination Agreement), pursuant to which, among other things, (i) prior to the Closing, Altus Power and its affiliates will effect, or cause to be effected, the Reorganization (as defined in the Business Combination Agreement), (ii) First Merger Sub will merge with and into Altus Power, with Altus Power surviving such merger as a wholly-owned subsidiary of the Company and (iii) Altus Power will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly-owned subsidiary of the Company (the mergers in (ii) and (iii), collectively, the Mergers);
WHEREAS, the Company, Sponsor and certain of the Persons listed as Holders on the signature page thereto (collectively, the Company Holders) are parties to that certain Registration and Stockholder Rights Agreement, dated December 10, 2020 (the Prior Company Agreement);
WHEREAS, Altus Power and certain of the Persons on the signature page thereto (collectively, the Altus Holders) are parties to that certain Second Amended and Restated Limited Liability Company Agreement of Altus Holdings, dated November 23, 2019 (the Prior Altus Agreement);
WHEREAS, effective as of the Closing, the Company and the Company Holders desire to terminate the Prior Company Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Company Agreement;
WHEREAS, effective as of the Closing, Altus Power and the Altus Holders desire to terminate the Prior Altus Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Altus Agreement; and
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:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement.
Action means any claim, action, cause of action, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any Governmental Authority.