EX-10.1








 Exhibit 10.1 

THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (this “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 
 SECOND AMENDED AND RESTATED 

PROMISSORY NOTE 
  

			
	Principal Amount: $3,000,000	  	Dated as of February 16, 2021

 CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Maker”), promises to pay to the
order of CBRE Acquisition Sponsor, LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Three Million Dollars ($3,000,000) or such lesser amount as shall have been advanced by Payee
to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by wire transfer of
immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. This Note hereby amends and restates the amended and
restated promissory note, dated October 21, 2020, issued by the Maker to the Payee. 
 1. Principal. The entire unpaid
principal balance of this Note shall be payable on the earlier of: (i) the consummation of an initial Business Combination (as defined below) and (ii) December 31, 2022 (such earlier date, the “Maturity Date”). The
principal balance may be prepaid at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated
personally for any obligations or liabilities of the Maker hereunder. 
 2. Drawdown Requests. Maker and Payee agree that Maker
may request, from time to time, up to Three Million Dollars ($3,000,000) in drawdowns under this Note to be used for any outstanding costs and expenses related to Maker’s formation and the initial public offering of its securities (the
“IPO”) and to fund working capital deficiencies and other operating expenses of the Maker. Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a
“Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000). Payee shall fund each Drawdown Request no later than three (3) business days
after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Three Million Dollars ($3,000,000). No fees, payments or other amounts shall be due to
Payee in connection with, or as a result of, any Drawdown Request by Maker. 
 3. Conversion. At the option of the Payee, upon
the consummation of an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Maker and one or more businesses (“Business Combination”), the principal
balance under this Note may be converted, in full satisfaction of a pro rata amount of the outstanding principal balance hereof, into up to 2,000,000 redeemable warrants bearing the legend set forth in that certain warrant agreement, dated
December 10, 2020, between the Maker and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), of the post Business Combination entity at a price of $1.50 per Private Placement Warrant. Each Private
Placement Warrant entitles the holder thereof to purchase one share of Class A common stock of the Maker, par value $0.0001 per share, for $11.00 per share, subject to adjustment pursuant to the Warrant Agreement. 

4. Interest. No interest shall accrue on the unpaid principal balance of this Note. 

5. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any
sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. 















 6. Events of Default. The following shall constitute an event of default
(“Event of Default”): 
 (a) Failure to Make Required Payments. Failure by Maker to pay the principal amount
due pursuant to this Note within five (5) business days of the date specified above. 
 (b) Voluntary Bankruptcy, Etc. The
commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become
due, or the taking of corporate action by Maker in furtherance of any of the foregoing. 
 (c) Involuntary Bankruptcy, Etc. The entry
of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days. 
 7. Remedies. 

(a) Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to
Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 

(b) Upon the occurrence of an Event of Default specified in Sections 6(b) or 6(c), the unpaid principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. 

8. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or
extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee. 
 9. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and
agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. 

10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: in writing and
delivered (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to
such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such


  
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other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if
delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if
sent by mail. 
 11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. 
 12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 13. Trust Waiver. Notwithstanding anything herein to the contrary,
the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including
the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration
statement and prospectus to be filed with the U.S. Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason
whatsoever. 
 14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with,
the written consent of the Maker and the Payee. 
 15. Assignment. No assignment or transfer of this Note or any rights or
obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 

[Signature page follows] 

  
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 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note
to be duly executed by the undersigned as of the day and year first above written. 
  

			
	CBRE ACQUISITION HOLDINGS, INC.
		
	By:	 	 /s/ CASH J. SMITH

	Name:	 	Cash J. Smith
	Title:	 	President, Chief Financial Officer and Secretary


 Acknowledged and Agreed to as of the date 

first written above. 
  

			
	CBRE ACQUISITION SPONSOR, LLC
		
	By:	 	 /s/ EMMA E. EGIAMARTINO

	Name:	 	Emma E. Giamartino
	Title:	 	Executive Vice President, Corporate Development

 [Signature Page to Second Amended and Restated Promissory Note]