EX-10.4





 Exhibit 10.4 

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT 

THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and
entered into by and among CBRE Acquisition Holdings, Inc. a Delaware corporation (the “Company”), CBRE Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned
parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a
“Holder” and collectively the “Holders”). 
 RECITALS 

WHEREAS, (i) the Company and the Sponsor have entered into that certain Subscription Agreement, dated as of November 6, 2020,
pursuant to which the Sponsor purchased an aggregate of 2,300,000 shares (the “Alignment Shares”) of the Company’s Class B common stock, par value $0.0001 per share (the
“Class B Common Stock”), (ii) the Sponsor and Company have entered into that certain Surrender of Shares and Amendment No. 1 to the Subscription Agreement to reflect the forfeiture and
surrender by the Sponsor to the Company of 287,500 Alignment Shares on November 27, 2020, resulting in 2,012,500 Alignment Shares remaining outstanding (including the forfeiture of up to 262,500 Alignment Shares depending on the extent to which
the underwriter’s over-allotment option is exercised), (iii) such Alignment Shares were reclassified in connection with the amendment and restatement of the Company’s certificate of incorporation to add certain conversion and other rights,
benefits and obligations each as described in the Registration Statement, the Statutory Prospectus and the Prospectus on [●], 2020, and (iv) the Sponsor subsequently transferred or sold an aggregate of 201,250 Alignment Shares to the other
Holders and, on [●], 2020; 
 WHEREAS, the Alignment Shares are convertible into shares of the Company’s Class A
common stock, par value $0.0001 per share (the “Class A Common Stock”), on the terms and conditions provided in the Company’s amended and restated certificate
of incorporation, as may be further amended from time to time; 
 WHEREAS, on [●], 2020, the Company and the Sponsor entered
into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase an aggregate of 6,666,667 warrants (or up to 7,366,667 warrants if the over-allotment option in connection with the Company’s
initial public offering is exercised in full) (the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering; 

WHEREAS, in order to provide working capital and to finance the Company’s transaction costs in connection with an initial Business
Combination (as defined below), the Sponsor or an affiliate of the Sponsor may, but are not obligated to, lend the Company such funds as the Company may require, of which up to $3,000,000 principal amount of such loans may be convertible, at the
option of such lender, into an additional 2,000,000 Private Placement Warrants (the “Working Capital Warrants”); and 

WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement. 
 NOW, THEREFORE, in
consideration of the mutual 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: 
 ARTICLE I 

DEFINITIONS 

1.1    Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the
respective meanings set forth below: 
 “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company, after consultation 

  
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with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not
misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public. 

“Agreement” shall have the meaning given in the Preamble. 

“Alignment Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of
Class A Common Stock issuable upon conversion thereof. 
 “Alignment Shares Lock-up
Period” shall mean, with respect to the Alignment Shares, the period ending on 30 days after the completion of the Company’s initial Business Combination. 

“Board” shall mean the Board of Directors of the Company. 

“Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination with one or more businesses, entities or assets involving the Company. 

“Class A Common Stock” shall have the meaning given in the Recitals
hereto. 
 “Class B Common Stock” shall have the meaning given in the Recitals
hereto. 
 “Commission” shall mean the Securities and Exchange Commission. 

“Company” shall have the meaning given in the Preamble. 

“Demand Registration” shall have the meaning given in subsection 2.1.1. 

“Demanding Holder” shall have the meaning given in subsection 2.1.1. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. 

“Form S-1” shall have the meaning given in
subsection 2.1.1. 
 “Form S-3” shall have the meaning given in
subsection 2.3.1. 
 “Holders” shall have the meaning given in the Preamble. 

“Insider Letter” shall mean that certain letter agreement, dated as of the date hereof, by and between the Sponsor,
the Company and each of the Company’s officers, directors and director nominees. 
 “Maximum Number of
Securities” shall have the meaning given in subsection 2.1.4. 

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to
be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. 

“Nominee” is defined in Section 6.1 

“Permitted Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to
transfer such Registrable Securities prior to the expiration of the Alignment Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the
Insider Letter, and to any subsequent transferee thereafter, in each case which transferee is required under the terms of the Insider Letter to agree to transfer restrictions set forth therein. 

  
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 “Piggyback Registration” shall have the meaning given in
subsection 2.2.1. 
 “Private Placement Lock-up
Period” shall mean, with respect to Private Placement Warrants (including any of the shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants) that are held by the initial
purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination. 

“Private Placement Warrants” shall have the meaning given in the Recitals hereto. 

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all
prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. 

“Registrable Security” shall mean, subject to Section 6.13, (a) the Alignment Shares (including any shares
of Class A Common Stock or other equivalent equity security issued or issuable upon the conversion of any such Alignment Shares), (b) the Private Placement Warrants (including any shares of Class A Common Stock issued or issuable upon
the exercise of such Private Placement Warrants), (c) Working Capital Warrants (including any shares of Class A Common Stock issuable upon the exercise thereof), (d) any outstanding share of Class A Common Stock or any other equity
security (including the shares of Class A Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement and (e) any other equity security of the Company
issued or issuable with respect to any such share of Class A Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred following the removal of any restrictive
legend and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) solely in the case of outstanding shares of Class A Common
Stock, such securities may be sold without registration pursuant to Rule 144 under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but without any volume, public information or manner of sale limitations); or
(E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. 

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document
in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. 

“Registration Expenses” shall mean the
out-of-pocket expenses of a Registration, including, without limitation, the following: 
  

	 	(A)	 all registration and filing fees (including fees with respect to filings required to be made with the Financial
Industry Regulatory Authority, Inc.) and any securities exchange on which the Class A Common Stock is then listed; 


  

	 	(B)	 fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements
of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities); 


  

	 	(C)	 printing, messenger, telephone and delivery expenses; 



 

	 	(D)	 reasonable fees and disbursements of counsel for the Company; 



  
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	 	(E)	 reasonable fees and disbursements of all independent registered public accountants of the Company incurred
specifically in connection with such Registration; and 


  

	 	(F)	 reasonable fees and expenses related to a Registration or offering under this Agreement of one (1) legal
counsel selected by the Sponsor (or if the Sponsor is not participating in the applicable Registration or offering, the majority-in-interest of the participating Holders). 



“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by
reference in such registration statement. 
 “Requesting Holder” shall have the meaning given in
subsection 2.1.1. 
 “Securities Act” shall mean the Securities Act of 1933, as amended
from time to time. 
 “Shelf” shall have the meaning given in subsection 2.3.1. 

“Sponsor” shall have the meaning given in the Recitals hereto. 

“Sponsor Director” means an individual elected to the Board that has been nominated by the Sponsor pursuant to this
Agreement. 
 “Subsequent Shelf Registration” shall have the meaning given in subsection 2.3.2. 

“Takedown Requesting Holder” shall have the meaning given in subsection 2.3.3. 

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten
Offering and not as part of such dealer’s market-making activities. 
 “Underwritten Registration” or
“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public. 

“Underwritten Shelf Takedown” shall have the meaning given in subsection 2.3.3 

“Working Capital Warrants” shall have the meaning given in the Recitals hereto. 

ARTICLE II 

REGISTRATIONS 

2.1    Demand Registration. 

2.1.1    Request for Registration. Subject to the provisions of subsection 2.1.4 and
Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates an initial Business Combination, the Sponsor (or if the Sponsor then holds no Registrable Securities, Holders of at least a
majority in interest of the then-outstanding number of Registrable Securities) (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall
describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of
the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s
Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so
notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice 

  
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from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand
Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of
four (4) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such
purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective
and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with
Section 3.1 of this Agreement; provided, further, however, that a Registration shall not be counted for such purposes if the Registrable Securities requested by the Requesting Holders to be registered
are any shares of Class A Common Stock or other equivalent equity security issued or issuable upon the conversion of any such Alignment Shares or exercisable for Class A Common Stock and such Alignment Shares have previously been
registered pursuant to a Demand Registration; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration. 

2.1.2    Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above
or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a
Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration
Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other
governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and
(ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and
accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the
Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated. 

2.1.3    Underwritten Offering. Subject to the provisions of subsection 2.1.4 and
Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the
offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such
Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders
proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration. Without the consent of a majority-in-interest of the
Demanding Holders for a particular Demand Registration, the Company may not include in such Demand Registration any securities to be sold by the Company. 

2.1.4    Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten
Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the
Requesting Holders (if any) desire to sell, taken together with, subject to subsection 2.1.4 and Section 6.12, all other shares of Class A Common Stock or other equity securities that the Company desires to sell and the shares of
Class A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum
number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or
maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and


  
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the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to
herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares
of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (i) and (ii), the shares of Class A Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written
contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. 

2.1.5    Demand Registration Withdrawal. A
majority-in-interest of the Demanding Holders initiating a Demand Registration or a
majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw
from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the
effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company
shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5. 

2.2    Piggyback Registration. 

2.2.1    Piggyback Rights. If, at any time on or after the date the Company consummates an initial Business
Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities,
for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less
than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name
of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may
request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such
Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this
subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown
conducted in accordance with subsection 2.3.3. 
 2.2.2    Reduction of Piggyback Registration. If the
managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in
the Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Stock that the Company desires to sell, taken together with (i) the shares of Class A Common Stock, if any, as to which Registration
has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to
Section 2.2 hereof and (iii) the shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to 

  
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separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: 

(a)    If the Registration is undertaken for the Company’s account, the Company shall include in any such
Registration (A) first, the shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata,
which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Class A Common Stock,
if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; 

(b)    If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration (A) first, the shares of Class A Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their
rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A) and (B), the shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Class A Common Stock or other equity securities for the account of other persons or
entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. 

2.2.3    Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw
from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written
contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in
this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3. 

2.2.4    Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to
Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof. 

2.3    Shelf Registrations. 

2.3.1    The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar
short form registration statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 or subsection 2.3.2, (a “Shelf”) shall provide for the resale of the Registrable Securities included
therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a
Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such
Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve
(12) days of the Company’s initial receipt 

  
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such written request for a Registration on a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together
with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be
obligated to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell
the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the SEC
such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer
any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. For purposes of clarity, any Registration or
offering effected pursuant to this subsection 2.3.1 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof. 

2.3.2    If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable
Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the
prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of
any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such Shelf, and pursuant to any method
or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become
effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the
Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is
eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the
Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective
amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, the
Company shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Holders. For purposes of clarity, any Registration or offering effected pursuant to this subsection 2.3.2 shall not be counted as
a Registration pursuant to a Demand Registration effected under Section 2.1 hereof. 
 2.3.3    At any time and from
time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an
“Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including
piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours
prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf
Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual
piggyback registration rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment
banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration or offering effected pursuant to this subsection 2.3.3 shall not be counted as a
Registration pursuant to a Demand Registration effected under Section 2.1 hereof. Without the consent of the Sponsor, the Company may not include in any Shelf or offering thereunder any securities to be sold by the Company.

 2.3.4    If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the
Company, the Sponsor and the Takedown Requesting Holders (if any) in writing that the dollar 

  
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amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if any) desire to sell, taken together with, subject to the last sentence of subsection 2.3.3 and
Section 6.12, all other Class A Common Stock or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows:
(i) first, the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i),
the Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (i) and (ii), the Class A Common Stock or other equity securities of the Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata.

 2.3.5    The Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason
whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5. 

2.4    Restrictions on Registration Rights. If in the good faith judgment of the Board such Registration would be
seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the
Chairman of the Board, a member of the Board, the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed
in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. 

ARTICLE III 
 COMPANY
PROCEDURES 
 3.1    General Procedures. If at any time on or after the date the Company consummates an
initial Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the
intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible: 

3.1.1    prepare and file with the Commission as soon as practicable a Registration Statement with respect to such
Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold; 

3.1.2    prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement,
and such supplements to the Prospectus, as may be requested by the Sponsor (or, if the Sponsor is not participating in the applicable Registration or offering, the majority-in interest of the Holders so
participating) or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep
the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; 


  
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 3.1.3    prior to filing a Registration Statement or Prospectus, or any
amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to
be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary
Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable
Securities owned by such Holders; 
 3.1.4    prior to any public offering of Registrable Securities, use its best
efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included
in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in
such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; 

3.1.5    cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on
which similar securities issued by the Company are then listed; 
 3.1.6    provide a transfer agent or warrant agent,
as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement; 

3.1.7    advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 
 3.1.8    at least five
(5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel; 

3.1.9    notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be
delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in
Section 3.4 hereof; 
 3.1.10    permit a representative of the Holders, the Underwriters, if
any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to
supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality
agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; 

3.1.11    obtain a “comfort” letter from the Company’s independent registered public accountants in the
event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to the Sponsor (or, if
the Sponsor is not participating in the applicable Registration or offering, a majority-in-interest of the participating Holders); 

  
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 3.1.12    on the date the Registrable Securities are delivered for sale
pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any,
covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and
negative assurance letters, and reasonably satisfactory to the Sponsor (or, if the Sponsor is not participating in the applicable Registration or offering, a majority in interest of the participating Holders); 

3.1.13    in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing Underwriter of such offering; 
 3.1.14    make available to
its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the
Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission); 

3.1.15    if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of
$50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and 

3.1.16    otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be
requested by the Holders, in connection with such Registration. 
 3.2    Registration Expenses. The Registration
Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and
discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders. 

3.3    Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten
Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by
the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably
required under the terms of such underwriting arrangements. 
 3.4    Suspension of Sales; Adverse Disclosure.
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented
or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the
Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would
require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay
the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the
event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale
or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. 

  
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 3.5    Reporting Obligations. As long as any Holder shall own
Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be
filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the shares of Class A Common Stock held by such Holder without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to
such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 
 ARTICLE IV

 INDEMNIFICATION AND CONTRIBUTION 

4.1    Indemnification. 

4.1.1    The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its
officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue
statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their
officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder. 

4.1.2    In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such
Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the
Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’
fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company. 

4.1.3    Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party
of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the
indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but
such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (and one local counsel) for
all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist 

  
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between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the
entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement), which settlement does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which settlement includes any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any indemnified party. 
 4.1.4    The indemnification provided for
under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of
securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or
such Holder’s indemnification is unavailable for any reason. 
 4.1.5    If the indemnification provided under
Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party
or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any
Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses
or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably
incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata
allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 4 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 

ARTICLE V 
 STOCKHOLDER
RIGHTS 
 5.1    Subject to the terms and conditions of this Agreement, at any time and from time to time on or after
the date that the Company consummates an initial Business Combination and for so long as the Sponsor holds any Registrable Securities: 

5.1.1    The Sponsor shall have the right, but not the obligation, to designate up to three individuals to be appointed or
nominated, as the case may be, for election to the Board (including any successor, each, a “Nominee”) by giving written notice to the Company on or before the time such information is reasonably requested by the Board or the
Nominating Committee of the Board, as applicable, for inclusion in a proxy statement for a meeting of stockholders provided to the Sponsor. 

5.1.2    The Company will, as promptly as practicable, use its best efforts to take all necessary and desirable actions
(including, without limitation, calling special meetings of the Board and the stockholders and recommending, supporting and soliciting proxies) so that there are three Sponsor Directors serving on the Board at all times. 

  
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 5.1.3     The Company shall, to the fullest extent permitted by
applicable law, use its best efforts to take all actions necessary to ensure that: (i) each Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each election of Directors; and (ii) each Nominee
is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment
or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board.

5.1.4     If a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor
Director or for any other reason, the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable following such designation, use its best efforts to take all necessary and desirable actions,
to the fullest extent permitted by law, within its control such that such vacancy shall be filled with such successor Nominee. 

5.1.5     If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a
nominee or for any other reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and desirable actions within its control such that the director position for which such Nominee was
nominated shall not be filled pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as promptly as practicable following such designation. 

5.1.6     As promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter
into an indemnification agreement with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable, documented
out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf of the Company, including attending meetings or
events attended explicitly on behalf of the Company at the Company’s request. 
 5.1.7     The Company shall
(i) purchase directors’ and officers’ liability insurance in an amount determined by the Board to be reasonable and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage
with respect to such Sponsor Director; provided that upon removal or resignation of such Sponsor Director for any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability
insurance coverage for a period of not less than six years from any such event in respect of any act or omission occurring at or prior to such event. 

5.1.8     For so long as a Sponsor Director serves as a Director of the Company, the Company shall not amend, alter or
repeal any right to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent consistent with applicable law, whether such right is contained in the Company’s certificate of
incorporation or bylaws, each as amended, or another document (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). 

5.1.9     Each Nominee may, but does not need to qualify as “independent” pursuant to listing standards of New
York Stock Exchange (or such other national securities exchange upon which the Company’s securities are then listed). 

5.1.10     Any Nominee will be subject to the Company’s customary due diligence process, including its review of a
completed questionnaire and a background check. Based on the foregoing, the Company may object to any Nominee; provided (a) it does so in good faith, and (b) such objection is based upon any of the following: (i) such Nominee
was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was the subject of any order, judgment, or decree not subsequently reversed,
suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type of business practice, or (B) engaging
in any activity in connection with the purchase or sale of any security or in connection with any violation of federal or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in 

  
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clause (ii)(B), or to be associated with persons engaged in such activity, (iv) such Nominee was found by a court of competent jurisdiction in a civil action or by the Commission to have
violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated, or (v) such proposed director was the subject of, or a party to any
federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to a violation of any federal or state securities laws or regulations. In the event the Board reasonably finds
the Nominee to be unsuitable based upon one or more of the foregoing clauses (i) through (v) and reasonably objects to the identified director, Sponsor shall be entitled to propose a different nominee to the Board within thirty
(30) calendar days of the Company’s notice to Sponsor of its objection to the Nominee and such replacement Nominee shall be subject to the review process outlined above. 

5.1.11     The Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such
Nominee to be elected to the board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable, shall have the right to attend (in person or remotely) any meetings of the board of
directors (or similar governing body or committee thereof) of each subsidiary of the Company. 
 ARTICLE VI 

MISCELLANEOUS 

6.1    Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit
in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or
(iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case
of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: CBRE Acquisition Holdings, Inc.,
2100 McKinney Avenue, 12th Floor, Dallas, Texas 75201, Attention: Chief Financial Officer, and, if to any Holder, at such Holder’s address as set forth in the Company’s books and
records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided
in this Section 6.1. 
 6.2    Assignment; No Third Party Beneficiaries. 

6.2.1    This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by
the Company in whole or in part. 
 6.2.2    Prior to the expiration of the Alignment Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this
Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee. For the avoidance of doubt, following the expiration of the Alignment Shares Lock-up Period or the Private
Placement Lock-up Period, as the case may be, any Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to a transferee of Registrable Securities in connection with the transfer.

 6.2.3    This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the
parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 

6.2.4    This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than
persons entitled to indemnification, contribution or reimbursement under Article IV or as expressly set forth in this Agreement and this Section 6.2. 

6.2.5    No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding
upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form
reasonably 

  
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satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or
assignment made other than as provided in this Section 6.2 shall be null and void. 

6.3    Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. 

6.4     Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF
counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct
the transactions contemplated hereunder by electronic means. 
 6.5    Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. 

6.6    Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES
HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT
REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. 
 6.7    Waiver of Trial by Jury. Each party
hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the
transactions contemplated hereby, or the actions of the Sponsor in the negotiation, administration, performance or enforcement hereof. 

6.8    Amendments and Modifications. Upon the written consent of the Company and the Sponsor (or, if the Sponsor
does not then hold Registrable Securities, the Holders of at least a majority in interest of the Registrable Securities at the time in question, assuming conversion or exercise into shares of Class A Common Stock of all Registrable Securities
other than Class A Common Stock), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, if the Sponsor then holds no Registrable Securities, any amendment hereto or waiver hereof that by its express terms adversely affects one Holder, solely in its capacity as a holder of shares of
capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto
or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or
remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. 

6.9    Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall
not affect the construction of any provision of this Agreement. 
 6.10     Waivers and Extensions.
Any party to this Agreement may waive any right, breach or default which such party has the right to waive; provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or
extension of the time for performance of any other obligations or acts. 

  
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 6.11    Remedies Cumulative. In the event that the Company fails
to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in
this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being
required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether
conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. 

6.12    Other Registration Rights. The Company represents and warrants that no person, other than a Holder of
Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or
for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such
agreement or agreements and this Agreement, the terms of this Agreement shall prevail. The Company shall not provide any person other than a Holder with the right to participate in a Registration pursuant to Section 2.1 or Section 2.3 or
any offering thereunder. 
 6.13    Mergers and Other Transactions Affecting Registrable Securities. The
provisions of this Agreement shall apply to the full extent set forth herein with respect to the Registrable Securities, to any and all securities or units of the Company or any successor or permitted assignee thereof (whether by merger,
amalgamation, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for, or in substitution of such securities, by reason of any dividend, split, issuance, reverse split, combination, recapitalization,
reclassification, merger, amalgamation, consolidation or otherwise; and if the Company consolidates or merges with or into any Person and the Class A Common Stock or any other Registrable Securities are, in whole or in part, converted into or
exchanged for securities of a different issuer, and any Holder would, upon completion of such merger or consolidation, hold Registrable Securities of such issuer (assuming such issuer were the Company), then as a condition to such transaction the
Company will cause such issuer to assume all of the Company’s rights and obligations under this Agreement in a written instrument delivered to the Holders. 

6.14    Confidentiality and Suspension of Notices. 

(a)    Each Holder acknowledges that information provided by the Company or by other Holders hereunder, including with
respect to actual or prospective Registrations or offerings, notices under Section 2.4 and information received in connection with preparation for a Registration or offering, may be non-public information, and that applicable securities law
restricts the trading of securities on the basis of material, non-public information. The Company and each Holder shall keep any information received pursuant to, or in connection with any Registration or offering under, this agreement, which
information is not publicly available at the time of delivery, confidential (i) in accordance with any written agreements between such Holder and the Company or Company employment policies that may be applicable to such Holder or (ii) for a party
that does not have any such confidentiality obligations, unless (a) disclosure of such information is required by court or administrative order, (b) disclosure of such information, in the opinion of counsel to such Holder, is required by law or
applicable legal process, or (c) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such Holder. In the case of a proposed disclosure pursuant to (a) or (b) above, such Holder
shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed disclosure. 

(b)    Any Holder may, from time to time, by written notice to the Company, elect to suspend its right to participate in
and/or receive notification of or information with respect to existing or future Registrations or offerings under this Agreement, which suspension may be for a stated period of time or an indefinite period of time and which may be changed from time
to time upon further written notice by such Holder to the Company. The Company shall comply with such election as soon as reasonably practicable but in any event beginning no later than two (2) business days following receipt of such election. 

6.15    Term. This Agreement shall terminate upon the date as of which no Registrable Securities remain
outstanding. The provisions of Section 3.5 and Article IV shall survive any termination. 
 [SIGNATURE
PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of
the date first written above. 
  

			
	COMPANY:
	
	CBRE ACQUISITION HOLDINGS, INC.,
	a Delaware corporation
		
	By:	 	
                     
                            

		 	Name:
		 	Title:
	
	HOLDERS:
	
	CBRE ACQUISITION SPONSOR, LLC,
	a Delaware limited liability company
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		
	By:	 	  

		 	Name:
		
	By:	 	  

		 	Name:
		
	By:	 	  

		 	Name:



  
 [Signature Page to
Registration Rights Agreement]