EX-10.5





 Exhibit 10.5 

July 12, 2021 
 Altus Power, Inc. 

CBRE Acquisition Holdings, Inc. 

Ladies and Gentlemen: 

Reference is made to the Business Combination Agreement, dated as of the date hereof, by and among CBRE Acquisition Holdings,
Inc. (the “Company”), Altus Power, Inc. (“Altus”), CBAH Merger Sub I, Inc., CBAH Merger Sub II, LLC, Altus Power America Holdings, LLC and APAM Holdings LLC (as may be amended, modified or supplemented from time to time, the
“Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Business Combination Agreement. 

Each of the undersigned in its, his or her capacity as a holder of shares of Class B Common Stock (each, in such
capacity, a “Class B Holder”) hereby agrees with and for the benefit of the Company and Altus that: 
 (1)
effective upon the Closing, each Class B Holder shall surrender to PubCo 30% of the shares of Class B Common Stock held by such Class B Holder, with Annex A hereto setting forth the number of shares of Class B Common Stock
each such Class B Holder shall own immediately following such surrender; and 
 (2) from and after the date hereof, no
Class B Holders shall Transfer (as defined in the Investor Rights Agreement) any shares of Class B Common Stock, except (a) to a Permitted Transferee (as defined in the Investor Rights Agreement), (b) in the case of an individual, by
virtue of Laws of descent and distribution upon death of the individual or pursuant to a qualified domestic relations order or (c) as consented to by the PubCo Board following the Closing; provided that any such Transfer shall be subject to the
transferee of such shares of Class B Common Stock agreeing in writing with the Company and Altus (or following the Closing, PubCo) to be bound by the same restrictions. 

For the avoidance of doubt, the Transfer restrictions set forth in this letter shall not apply to any shares of Class A
Common Stock into which any shares of Class B Common Stock are converted in accordance with the PubCo Charter. This letter shall terminate immediately upon the termination of the Business Combination Agreement in accordance with its terms. 

This letter shall be governed by, and construed in accordance with, the Laws of the State of Delaware without giving effect to
principles or rules of conflict of laws to the extent such principles or result would require or permit the applicable of Laws of another jurisdiction. This letter may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 
 [signature page follows] 












 
			
	 Very truly yours,

	
	 CBRE Acquisition Sponsor, LLC

 



 
			
		
	 By:
	 	 /s/ Emma E.
Giamartino



 
			
	 Name:
	 	 Emma E. Giamartino

	 Title:
	 	Executive Vice President, Corporate Development














 
			
	 Very truly yours,

	
	 ValueAct Capital Master Fund, L.P.

		
	 By:
	 	 /s/ Jason Breeding

	 Name:
	 	 Jason Breeding

	 Title:
	 	General Counsel and Corporate Secretary
	
	 /s/ Sarah E. Coyne

	 Name: Sarah E. Coyne















 
	
	 Very truly yours,

	
	 /s/ William F. Concannon

	 Name: William F. Concannon















 
	
	 Very truly yours,

	
	 /s/ Cash J. Smith

	 Name: Cash J. Smith















 
			
	 Very truly yours,

	
	 /s/ David S. Binswanger

	 Name: David S. Binswanger

	
	 R&DBIG Trust

		
	 By:
	 	 /s/ David S. Binswanger

	 Name:
	 	 David S. Binswanger

	 Title:
	 	 Trustee















 
			
	 Very truly yours,

	
	 /s/ Jamie J. Hodari

	 Name: Jamie J. Hodari

	
	 Pine Ridge 287, LLC

		
	 By:
	 	 /s/ Jamie J. Hodari

	 Name:
	 	 Jamie J. Hodari

	 Title:
	 	 Member















 
	
	 Very truly yours,

	
	 /s/ Michael J. Ellis

	 Name: Michael J. Ellis
















			
	 Acknowledged and agreed:

	
	 CBRE Acquisition Holdings, Inc.

		
	 By:
	 	 /s/ Cash J. Smith

	 Name:
	 	 Cash J. Smith

	 Title:
	 	 President, Chief Financial Officer and Secretary















			
	 Acknowledged and agreed:

	
	 Altus Power, Inc.

		
	 By:
	 	 /s/ Gregg Felton

	 Name:
	 	 Gregg Felton

	 Title:
	 	 Co-Founder and Co-Chief Executive Officer














 Annex A 

 

													
	 Owner
	  	Class B
Shares (July 12,
2021)	 	  	Class B Shares to be
surrendered at
Closing	 	  	Class B Shares
immediately after
Closing	 
	 CBRE Acquisition Sponsor, LLC
	  	 	1,811,250	 	  	 	543,375.000	 	  	 	1,267,875.000	 
	 William F. Concannon
	  	 	20,125	 	  	 	6,037.500	 	  	 	14,087.500	 
	 Cash J. Smith
	  	 	100,625	 	  	 	30,187.500	 	  	 	70,437.500	 
	 David S. Binswanger / R&DBIG Trust
	  	 	20,125	 	  	 	6,037.500	 	  	 	14,087.500	 
	 ValueAct Capital Master Fund, L.P. / Sarah E. Coyne
	  	 	20,125	 	  	 	6,037.500	 	  	 	14,087.500	 
	 Jamie J. Hodari / Pine Ridge 287, LLC
	  	 	20,125	 	  	 	6,037.500	 	  	 	14,087.500	 
	 Michael J. Ellis
	  	 	20,125	 	  	 	6,037.500	 	  	 	14,087.500