EX-10.6





 Exhibit 10.6 

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended, this
“Agreement”), is entered into by and between CBRE Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (the
“Purchaser”). 
 WHEREAS, the Company intends to consummate an initial public offering of the Company’s SAILSM (Stakeholder Aligned Initial Listing) securities (the “Public Offering”), each SAILSM security consisting of one share of the
Company’s Class A common stock, par value $0.0001 per share (each, a “Class A Share”), and one-fifth of one redeemable warrant as set forth in the
Company’s registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”), File Number 333-249958 (the
“Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”); 

WHEREAS, each whole warrant entitles the holder to purchase one Class A Share at an exercise price of $11.00 per Class A Share; and

 WHEREAS, the Purchaser has agreed to 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”), each whole Private Placement Warrant entitling the holder to purchase one Class A Share at an exercise
price of $11.00 per Class A Share, at a price of $1.50 per warrant. 
 NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows: 

AGREEMENT 
 Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Warrants. 
  

	A.	 Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale
of the Private Placement Warrants to the Purchaser. 


  

	B.	 Purchase and Sale of the Private Placement Warrants. 



 

	 	(i)	 On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, [7,333,333] Private Placement Warrants at a price of $1.50
per warrant for an aggregate purchase price of $[11,000,000] (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds in the following amounts: (i) $[3,000,000] to the Company, at a financial
institution to be chosen by the Company, and (ii) $[8,000,000] to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the
Company’s wiring instructions at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following
such wire payment. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the
Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. 















	 	(ii)	 On the date of the consummation of each closing (if any) of the over-allotment option in connection with the
Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial
Closing Date, being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 800,000 Private Placement Warrants,
in the same proportion as the amount of the over-allotment option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $1,200,000 (if the over-allotment option in connection with the Public Offering is
exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the
Company’s wiring instructions; provided, however, that the Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. On the Over-allotment
Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement
Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. 


  

	C.	 Terms of the Private Placement Warrants. 



 

	 	(i)	 Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the
Company and a warrant agent, in connection with the Public Offering, the form of which is included as an exhibit to the Registration Statement (the “Warrant Agreement”). 



 

	 	(ii)	 At the time of, or prior to, the closing of the Public Offering, the Company and the Purchaser shall enter into
a registration rights agreement, the form of which is included as an exhibit to the Registration Statement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Warrants and the Class A Shares underlying the Private Placement Warrants. 


 Section 2.
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which
representations and warranties shall survive each Closing Date) that: 
  

	A.	 Organization and Corporate Power. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement. 



 

	B.	 Authorization; No Breach. 



 

	 	(i)	 The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly
authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to,
the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date. 



 

	 	(ii)	 The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance
and sale of the Private Placement Warrants, the issuance of the Class A 



  
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Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing
Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital
stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency
pursuant to the amended and restated certificate of incorporation of the Company or the amended and restated bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any
material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


  

	C.	 Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the
Warrant Agreement, the Class A Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the
Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Class A Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other
than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the
Purchaser. 


  

	D.	 Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing
with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby. 



Section 3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and
sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that: 

 

	A.	 Organization and Requisite Authority. The Purchaser possesses all requisite power and authority
necessary to carry out the transactions contemplated by this Agreement. 


  

	B.	 Authorization; No Breach. 



 

	 	(i)	 This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a
proceeding in equity or law). 


  

	 	(ii)	 The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the
terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser
is subject. 


  

	C.	 Investment Representations. 



 

	 	(i)	 The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants,
the Class A Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale
or distribution thereof and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D. 



  
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	 	(ii)	 The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D
under the Securities Act. 


  

	 	(iii)	 The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific
exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the
Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. 


  

	 	(iv)	 The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general
advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act. 


  

	 	(v)	 The Purchaser has been furnished with all materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser
understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the
Securities. 


  

	 	(vi)	 The Purchaser understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the
Securities. 


  

	 	(vii)	 The Purchaser understands that: (a) the Securities have not been and are not being registered under the
Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as
specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions
of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be
“underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities
despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.



  

	 	(viii)	 The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree
of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment
in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for
liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities. 


  

	 	(ix)	 The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form
set forth in the Warrant Agreement. 



  
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 Section 4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to
purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 
  

	A.	 Representations and Warranties. The representations and warranties of the Company contained in
Section 2 shall be true and correct at and as of such Closing Date as though then made. 


  

	B.	 Performance. The Company shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date. 


  

	C.	 No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the
consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement. 


  

	D.	 Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms
satisfactory to the Purchaser. 


 Section 5. Conditions of the Company’s Obligations. The obligations of the Company to
the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 
  

	A.	 Representations and Warranties. The representations and warranties of the Purchaser contained in
Section 3 shall be true and correct at and as of such Closing Date as though then made. 


  

	B.	 Performance. The Purchaser shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date. 


  

	C.	 No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the
consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement. 


  

	D.	 Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms
satisfactory to the Company. 


  

	E.	 Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing
the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder. 



Section 6. Termination. This Agreement may be terminated at any time after [●], 2021 upon the election by either the Company or the
Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date. 
 Section 7. Survival of
Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date. 
 Section 8.
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement. 

Section 9. Miscellaneous. 
  

	A.	 Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit 



  
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of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
than assignments by the Purchaser to affiliates thereof. 

  

	B.	 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement. 


  

	C.	 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which
need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. 


  

	D.	 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. 



 

	E.	 Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New
York and for all purposes shall be construed in accordance with the internal laws of the State of New York. 


  

	F.	 Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except
by a written instrument executed by all parties hereto. 


  

	G.	 Counterpart Originals. 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. 


 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective
as of the date first set forth above. 
  

			
	COMPANY:
	
	CBRE ACQUISITION HOLDINGS, INC.
		
	By:	 	             

		 	Name:
		 	Title:
	
	PURCHASER:
	
	CBRE ACQUISITION SPONSOR, LLC
		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature page to
Private Placement Warrants Purchase Agreement]