EX-10.3





 Exhibit 10.3 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between
CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). 

WHEREAS, the Company’s registration statement on Form S-1,
No. 333-249958 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s SAILSM (Stakeholder Aligned Initial Listing) securities (the “SAILSM securities”), each of which
consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and
one-fifth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock (such initial public offering hereinafter referred to as the
“Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan
Stanley & Co. LLC as the underwriter (the “Underwriter”); and 
 WHEREAS, simultaneously with the Offering,
the Company’s sponsor, CBRE Acquisition Sponsor, LLC will purchase an aggregate of 7,333,333 redeemable warrants (or up to 8,133,333 redeemable warrants if the over-allotment option in connection with the Public Offering is exercised in full)
(the “Private Placement Warrants”) at a price of $1.50 per warrant, each whole Private Placement Warrant entitling the holder to purchase one Class A Share at an exercise price of $11.00 per share of Class A common
stock; and 
 WHEREAS, as described in the Prospectus, $400,000,000 of the gross proceeds of the Offering and sale of the Private Placement
Warrants (or $460,000,000 if the Underwriter’s over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of shares of the Class A Common Stock included in the SAILSM securities issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as
the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $14,000,000, or $16,100,000 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriter, as representative of any underwriters, upon the consummation of the Business
Combination (as defined in Prospectus, a “Business Combination”) (the “Deferred Discount”); and 

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property. 
 NOW THEREFORE, IT IS AGREED: 

1.    Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 

(a)    Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust
Account established by the Trustee in the United States at BofA Securities, Inc. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; 

(b)    Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; 












 (c)    In a timely manner, upon the written instruction of the Company,
invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder and the Trustee may earn bank credits or other consideration during such periods; 

(d)    Collect and receive, when due, all principal, interest or other income arising from the Property, which shall
become part of the “Property,” as such term is used herein; 
 (e)    Promptly notify the
Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action by the Company; 

(f)    Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in
connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s
auditors; 
 (g)    Participate in any plan or proceeding for protecting or enforcing any right or interest arising from
the Property if, as and when instructed by the Company to do so; 
 (h)    Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account; 

(i)    Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance
with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (up to $100,000 of interest
that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; or (y) the date which is 24 months after the closing of the Offering (or 27 months from
the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination before the 24-month period ends), if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (up to $100,000 of interest that may be released to the Company to pay dissolution expenses)
shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or
if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date which is 24 months from the closing of the Offering (or 27 months, as applicable), the Trustee shall keep the Trust Account open until
twelve (12) months following the date the Property has been distributed to the Public Stockholders; 
 (j)    Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the
Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligations owed by the Company as a result of assets of the Company or interest or other income earned on the
Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to
the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company 

  
 2 













 
in writing to make such distribution, so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided, further, that if the tax to be
paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the Chief Financial Officer of the
Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; 

(k)    Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Stockholders on behalf of the Company the amount requested by the Company
to be used to redeem shares of Class A Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that
would modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares of Class A Common Stock if the Company has not
consummated an initial Business Combination within 24 months (or 27 months, as applicable) or (B) with respect to any specified provisions relating to stockholders’ rights or pre-initial Business
Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and 

(l)    Not make any withdrawals or distributions from the Trust Account other than pursuant to
Section 1(i), (j) or (k) above. 
 2.    Agreements and Covenants of the
Company. The Company hereby agrees and covenants to: 
 (a)    Give all instructions to the Trustee hereunder in
writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Section 1(i), (j) and
(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons
authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; 

(b)    Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and
against any and all reasonable expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except
for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have
the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; 

(c)    Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual
administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to,
or on behalf of, the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall
refund to the Company the annual Trustee administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set
forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; 

  
 3 













 (d)    In connection with any vote of the Company’s stockholders
regarding a Business Combination, provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination; 

(e)    Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to
the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; 

(f)    Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from
instructing the Trustee to make any distributions that are not permitted under this Agreement; 
 (g)    Within four
(4) business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount
(with a copy to the Underwriter); and 
 (h)    Expressly provide in any Instruction Letter (as defined in
Exhibit A) delivered in connection with a Termination Letter in the Form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Underwriter. 

3.    Limitations of Liability. The Trustee shall have no responsibility or liability to: 

(a)    Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document
other than this Agreement and that which is expressly set forth herein; 
 (b)    Take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party under this Agreement except for liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct; 
 (c)    Institute any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed
to it funds sufficient to pay any expenses incident thereto; 
 (d)    Refund any depreciation in principal of any
Property; 
 (e)    Assume that the authority of any person designated by the Company to give instructions hereunder
shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 

(f)    The Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the
proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

  
 4 













 (g)    Verify the accuracy of the information contained in the
Registration Statement; 
 (h)    Provide any assurance that any Business Combination entered into by the Company or any
other action taken by the Company is as contemplated by the Registration Statement; 
 (i)    File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

 (j)    Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any
income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to
Section 1(j) hereof; or 
 (k)    Verify calculations, qualify or otherwise approve the
Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and 1(k) hereof. 

4.    Trust Account Waiver. The Trustee has no right of set-off or any
right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In
the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. 

5.    Termination. This Agreement shall terminate as follows: 

(a)    If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company
shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements
relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be
immune from any liability whatsoever; or 
 (b)    At such time that the Trustee has completed the liquidation of the
Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Section 2(b). 
 6.    Miscellaneous. 

(a)    The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below
with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross
negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds. 

  
 5 













 (b)    This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or
facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. 

(c)    This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject
matter hereof. Except for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding
shares of Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public Stockholder who has properly elected to redeem
his, her or its shares of Class A Common Stock in connection with a stockholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error)
by a writing signed by each of the parties hereto. 
 (d)    The parties hereto consent to the jurisdiction and venue of
any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY. 
 (e)    Any notice, consent or request to be given in connection with any of the terms or provisions of this
Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail: 

if to the Trustee, to: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th Floor 
 New
York, New York 10004 
 Attn:     Francis Wolf and Celeste Gonzalez 

Email:
[                                ] 

Email:
[                                ] 

if to the Company, to: 
 CBRE
Acquisition Holdings, Inc. 
 2100 McKinney Avenue, 12th Floor 

Dallas, Texas 75201 
 Attn:
     Cash J. Smith 
 Email:
[                                ] 

in each case, with copies to: 

Simpson Thacher & Bartlett LLP 

2475 Hanover Street 
 Palo Alto,
California 94304 
 Attn:    William B. Brentani 

Email:    [                  
              ] 
 and 

Morgan Stanley & Co. LLC 

1585 Broadway 
 New York, NY 10036

 Attn: Equity Syndicate Desk, 

with a copy to the Legal Department 

  
 6 













 and 

Skadden, Arps, Slate, Meagher & Flom LLP 

525 University Avenue, Suite 1400 

Palo Alto, California 94301 

Attn:      Gregg A. Noel, Esq. 

Michael Schwartz, Esq. 

Email:    [                  
              ] 

[                       
         ] 
 (f)    This Agreement may not be assigned by the Trustee
without the prior consent of the Company. 
 (g)    This Agreement is the joint product of the Trustee and the Company
and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto. 

(h)    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof. 

(i)    Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly
authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

(j)    Each of the Company and the Trustee hereby acknowledges and agrees that Morgan Stanley & Co. LLC, as
Underwriter, is a third party beneficiary of this Agreement. 
 (k)    Except as specified herein, no party to this
Agreement may assign its rights or delegate its obligations hereunder to any other person or entity. 
 [Signature Page Follows] 

  
 7 













 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

			
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
		
	By:	 	
                    


		 	Name:
		 	Title:
	
	CBRE ACQUISITION HOLDINGS, INC.
		
	By:	 	
                    


		 	Name:
		 	Title:



  
 8 













 SCHEDULE A 
  

							
	 Fee Item
	  	 Time and method of payment
	  	Amount	 
	Initial set-up fee.	  	Initial closing of Offering by wire transfer.	  	$	3,500.00	 
	Trustee administration fee	  	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	  	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	  	Billed to Company following disbursement made to Company under Section 1.	  	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	  	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k).	  	 	Prevailing rates	 


  
 9 













 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	Re:	 Trust Account - Termination Letter 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between CBRE Acquisition Holdings, Inc. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), this is to advise you that the Company
has entered into an agreement with                  (the “Target Business”) to consummate a business combination with the Target Business (the
“Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you
may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account,
and to transfer the proceeds into the trust operating account at BofA Securities, Inc. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Company, and solely with respect to the Deferred Discount, the [Underwriters], shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at BofA Securities, Inc.
awaiting distribution, neither the Company nor the Underwriter will earn any interest or dividends. 
 On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the
“Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the
Company’s stockholders, if a vote is held and (b) joint written instruction signed by the Company and Morgan Stanley & Co. LLC. with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed
to public stockholders who have properly exercised their redemption rights and express instructions to pay the Deferred Discount from the Trust Account directly to the account or accounts directed by the [Underwriter] (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In
the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in
the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated. 
 In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall
be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. 

  
 10 













 
			
	Very truly yours,
	
	CBRE Acquisition Holdings, Inc.
		
	By:	 	
                    


		 	Name:
		 	Title:


 cc: Morgan Stanley & Co. LLC 

  
 11 













 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	Re:	 Trust Account - Termination Letter 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between CBRE Acquisition Holdings, Inc. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), this is to advise you that the Company
has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation, as described in the
Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate
on                [●], 202[    ] all the assets in the Trust Account and to transfer the total proceeds into the trust operating account at
BofA Securities, Inc. to await distribution to the Public Stockholders. The Company has selected [                ] as the effective date for the purpose of determining
when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the
Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated certificate of incorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. 

 

			
	Very truly yours,
	
	CBRE Acquisition Holdings, Inc.
		
	By:	 	
                    


		 	Name:
		 	Title:


 cc: Morgan Stanley & Co. LLC 

  
 12 













 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	Re:	 Trust Account - Tax Payment Withdrawal Instruction 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between CBRE Acquisition Holdings, Inc. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you
deliver to the Company $         of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

 The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: 

[WIRE INSTRUCTION INFORMATION] 
  

			
	Very truly yours,
	
	CBRE Acquisition Holdings, Inc.
		
	By:	 	
                    


		 	Name:
		 	Title:


 cc: Morgan Stanley & Co. LLC 












 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	Re:	 Trust Account - Stockholder Redemption Withdrawal Instruction 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(k) of the Investment Management Trust Agreement between CBRE Acquisition Holdings, Inc.. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that
you deliver to the redeeming Public Stockholders of the Company $         of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement. 
 The Company needs such funds to pay its Public Stockholders who have properly elected
to have their shares of Class A Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or
timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares of Class A Common Stock if the Company has not consummated an initial Business
Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or
pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public
Stockholders in accordance with your customary procedures. 
  

			
	Very truly yours,
	
	CBRE Acquisition Holdings, Inc.
		
	By:	 	
                    


		 	Name:
		 	Title:


 cc: Morgan Stanley & Co. LLC