CBRE Acquisition Sponsor, LLC → Altus Power, Inc.

Item 4 of the Schedule 13D is hereby supplemented by adding the following: On February 5, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Avenger Parent, Inc., a Delaware corporation ("Parent"), and Avenger Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). Parent and Merger Sub are subsidiaries of TPG Global, LLC through its TPG Rise Climate Transition Infrastructure fund ("TPG"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), and by virtue of the Merger, each share of Common Stock that is issued and outstanding immediately prior to the Effective Time, including shares of Common Stock issued upon conversion of shares of Class B common stock (the Common Stock and the Class B common stock, collectively, the "Company Common Stock") (other than (i) shares of Company Common Stock owned directly by Parent, Merger Sub or their subsidiaries immediately prior to the Effective Time or held by the Issuer as treasury stock (which will be automatically canceled for no consideration), (ii) shares of Company Common Stock as to which statutory rights of appraisal have been properly and validly exercised under Delaware law or (iii) shares of Common Stock contributed to Parent by certain rollover stockholders prior to the Effective Time), will be automatically canceled and converted into the right to receive cash in an amount equal to $5.00 (as may be adjusted pursuant to the Merger Agreement, the "Merger Consideration"), payable to the holder thereof, without interest, subject to any required withholding of taxes. Additionally, except as otherwise agreed upon in writing between the holder and Parent prior to the Effective Time, effective as of immediately prior to the Effective Time, among other things: 1. each Vested Company RSU Award (as defined in the Merger Agreement) that remains outstanding immediately prior to the Effective Time will automatically be canceled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (i) the aggregate number of shares of Class A Common Stock underlying such Vested Company RSU Award by (ii) the Merger Consideration (the "RSU Consideration"), payable as soon as practicable following the consummation of the Merger and the other transactions contemplated in the Merger Agreement (the "Closing"); and 2. each Unvested Company RSU Award (as defined in the Merger Agreement) that remains outstanding immediately prior to the Effective Time will automatically be canceled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash, if any (without interest) (a "Post-Closing Cash Award"), equal to the product obtained by multiplying (i) the aggregate number of shares of Class A Common Stock underlying such Unvested Company RSU Award by (ii) the Merger Consideration, and such Post-Closing Cash Award will vest and become payable pursuant to the same vesting schedule applicable to the Unvested Company RSU Award from which it was converted (including any accelerated vesting terms), subject to the holder's continued employment with Parent and its subsidiaries (including the Surviving Corporation) through the applicable vesting date. In addition, in connection with the Merger and pursuant to the terms of the Company Certificate, on the Business Day immediately prior to the Effective Time, each share of Class B Common Stock then issued and outstanding will be automatically converted into shares of Class A Common Stock in accordance with the terms of, and subject to the limitations set forth in, the Company Certificate, and upon such conversion, each such share of Class B Common Stock will automatically be canceled and will cease to exist, and each former holder of Class B Common Stock will thereafter cease to have any rights with respect to such securities. The Merger Agreement contains a customary "no-shop" provision that restricts the Company's ability to, among other things, solicit Acquisition Proposals (as defined in the Merger Agreement) from third parties and provide non-public information to, and engage in discussions or negotiations with, third parties regarding Acquisition Proposals. The "no-shop" provision allows the Company, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information to any person and its representatives that has made, renewed or delivered a bona fide Acquisition Proposal that either constitutes a Superior