Exhibit 4.4

   

  WARRANT
        AGREEMENT

   

  THIS WARRANT AGREEMENT
    (this “Agreement”), dated as of March [l], 2021, is
    by and between Climate Real Impact Solutions III Acquisition Corporation, a Delaware corporation (the “Company”),
    and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant
        Agent”, also referred to herein as the “Transfer Agent”).

   

  WHEREAS, the Company is
    engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
    each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
        Stock”), and one-fifth of one redeemable Public Warrant (as defined below) (the “Units”)
    and, in connection therewith, has determined to issue and deliver up to 6,000,000 warrants (or up to 6,900,000 warrants if the
    Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”),
    each whole Public Warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share,
    subject to adjustment as described herein;

   

  WHEREAS, on March [l],
    2021 the Company entered into that certain Warrant Purchase Agreement with Climate Real Impact Solutions III Sponsor, LLC, a Delaware
    limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate
    of 5,333,333 warrants (or up to 5,933,333 warrants if the Over-allotment Option is exercised in full) simultaneously with the closing
    of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B
    hereto (the “Private Placement Warrants”), at a purchase price of $1.50 per Private Placement Warrant;

   

  WHEREAS, in order to finance
    the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor
    or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the
    Company funds as the Company may require, of which up to $2,000,000 of such loans may be converted into warrants at a price of
    $1.50 per warrant at the option of the lender (the “Working Capital Warrants”);

   

  WHEREAS, following consummation
    of the Offering, the Company may issue additional warrants (“Post-IPO Warrants” and, together with the
    Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the “Warrants”) in
    connection with, or following the consummation by the Company of, a Business Combination (defined below);

   

  WHEREAS, the Company has
    filed with the Securities and Exchange Commission (the “Commission”) registration statement on Form
    S-1, File No. 333-[l], and a prospectus (the “Prospectus”), for the registration under the Securities
    Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Common Stock
    included in the Units;

   

  WHEREAS, the Company desires
    the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
    registration, transfer, exchange, redemption and exercise of the Warrants;

   

  WHEREAS, the Company desires
    to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
    rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

   

  WHEREAS, all acts and things
    have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
    by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations
    of the Company, and to authorize the execution and delivery of this Agreement.

   

  NOW, THEREFORE, in consideration
    of the mutual agreements herein contained, the parties hereto agree as follows:

   

  
  
     

  

  
     

  

  
   

  1. Appointment of Warrant Agent.

   

  The Company hereby appoints
    the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
    to perform the same in accordance with the terms and conditions set forth in this Agreement.

   

  2. Warrants.

   

  2.1 Form of Warrant.
    Each Warrant shall initially be issued in registered form only.

   

  2.2 Effect of Countersignature.
    If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant
    certificate shall be invalid and of no effect and may not be exercised by the holder thereof.

   

  2.3 Registration.

   

  2.3.1 Warrant Register.
    The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance
    and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent
    shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
    with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall
    be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts
    with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in
    its account, a “Participant”).

   

  If the Depositary subsequently
    ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
    making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
    necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
    Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the
    Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
        Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.

   

  Physical certificates,
    if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial
    Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed
    upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
    it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

   

  2.3.2 Registered Holder.
    Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the
    person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as
    the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
    writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
    thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

   

  2.4 Detachability of Warrants.
    The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the
    Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City
    are generally open for normal business (a “Business Day”), then on the immediately succeeding Business
    Day following such date, or earlier (the “Detachment Date”) with the consent of the representatives of
    the several underwriters, but in no event shall the Common Stock and the Public Warrants comprising the Units be separately traded
    until (A) the Company has filed (i) a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting
    the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise
    by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”),
    if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) a

   

  
  
     

  

  
     

  

  
   

  second or amended Current Report on Form 8-K
    to provide updated financial information to reflect the underwriters’ exercise of the Over-allotment Option, if the Over-allotment
    Option is exercised following the filing of the Form 8-K pursuant to clause (i) above, and (B) the Company issues a press release
    announcing when such separate trading shall begin.

   

  2.5 No Fractional Warrants
      Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the Units, each of which
    is comprised of one share of Common Stock and one-fifth of one Public Warrant. If, upon the detachment of Public Warrants from
    Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the
    nearest whole number the number of Warrants to be issued to such holder.

   

  2.6 Private Placement
      Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to
    the Public Warrants, except that so long as they are held by the original purchasers thereof or any Permitted Transferees (as defined
    below) they: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including
    the shares of Common Stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants, subject to
    certain exceptions, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial
    Business Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof;
    provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants and any shares of
    Common Stock held by the original purchasers thereof or any Permitted Transferees and issued upon exercise of the Private Placement
    Warrants or the Working Capital Warrants may be transferred by the holders thereof:

   

  (a) to the Company’s
    officers or directors, any affiliates or family members of any of the Company’s officers or directors, any affiliate of the
    Sponsor or to any member(s) of the Sponsor, any affiliates of such members and funds and accounts advised by such members;

   

  (b) in the case of an individual,
    by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
    immediate family, an affiliate of such individual or to a charitable organization;

   

  (c) in the case of an individual,
    by virtue of the laws of descent and distribution upon death of such person;

   

  (d) in the case of an individual,
    pursuant to a qualified domestic relations order;

   

  (e) by private sales or transfers
    made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the securities
    were originally purchased;

   

  (f) in the event of the Company’s
    liquidation prior to consummation of the Company’s initial Business Combination;

   

  (g) by virtue of the laws
    of the State of Delaware or the Sponsor’s limited liability company agreement upon liquidation or dissolution of the Sponsor;

   

  (h) in the event of the Company’s
    liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s
    stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the
    Company’s completion of its initial Business Combination; or

   

  (i) to the Company for no
    value for cancellation in connection with the consummation of the Company’s initial Business Combination;

   

  provided, however, that, in the
    case of clauses (a) through (e) or (g), any such transferees (the “Permitted Transferees”) enter into
    a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

   

  
  
     

  

  
     

  

  
   

  2.7 Post-IPO Warrants.
    The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants, except as
    may be agreed upon by the Company.

   

  3. Terms and Exercise of Warrants.

   

  3.1 Warrant Price.
    Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
    to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to
    the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
    Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to
    a “cashless exercise,” to the extent permitted hereunder) at which shares of Common Stock may be purchased at the time
    a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date
    (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national
    securities exchange on which the Warrants are listed or applicable law); provided, that the Company shall provide at least three
    (3) Business Days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such
    reduction shall be identical among all of the Warrants.

   

  3.2 Duration of Warrants.
    A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of:
    (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset
    acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a
    “Business Combination”), or (ii) the date that is twelve (12) months from the date of the closing of
    the Offering, and terminating at 5:00 p.m., New York City time, on the earlier to occur of: (x) the date that is five (5) years
    after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance
    with the Company’s amended and restated certificate of incorporation, as amended from time to time, if the Company fails
    to complete a Business Combination, or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants
    to the extent then held by the original purchasers thereof or their Permitted Transferees, the Redemption Date (as defined below)
    as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that
    the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2
    below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect
    to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working
    Capital Warrant) to the extent then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption
    (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital
    Warrant to the extent then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption)
    not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under
    this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend
    the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20)
    days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension
    shall be identical in duration among all the Warrants.

   

  3.3 Exercise of Warrants.

   

  3.3.1 Payment. Subject
    to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
    to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
    or, in the case of a Warrant represented in book-entry form, the Warrants to be exercised (the “Book-Entry Warrants”)
    on the records of the Depositary, to an account of the Warrant Agent at the Depositary designated for such purposes in writing
    by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
    any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the
    reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in
    accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common
    Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
    the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:

   

  
  
     

  

  
     

  

  
   

  (a) in lawful money of the
    United States, in good certified check or wire payable to the order of the Warrant Agent;

   

  (b) [Reserved];

   

  (c) with respect to any Private
    Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the
    Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient
    obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess
    of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market
    Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last
    reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which
    notice of exercise of the Warrant is sent to the Warrant Agent;

   

  (d) as provided in Section
      6.2 hereof with respect to a Make-Whole Exercise;

   

  (e) as provided in Section
      7.4 hereof.

   

  3.3.2 Issuance of Shares
      of Common Stock upon Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
    of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of
    such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she
    or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
    exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock
    as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver
    any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless
    a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is
    then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section
      7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated
    to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been
    registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence
    of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions in the two immediately
    preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such
    Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants
    shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will
    the Company be required to net cash settle the exercise of a Warrant. The Company may require holders of Public Warrants to settle
    the Warrant on a “cashless basis” pursuant to Section 7.4 hereof. If, by reason of any exercise of Warrants
    on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a
    fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares
    of Common Stock to be issued to such holder.

   

  3.3.3 Valid Issuance.
    All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
    fully paid and non-assessable.

   

  3.3.4 Date of Issuance.
    Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for
    all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant, or
    book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date
    of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is
    a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be
    deemed to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the
    share transfer books or book-entry system are open.

   

  
  
     

  

  
     

  

  
   

  3.3.5 Maximum Percentage.
    A holder of a Warrant may notify the Company in writing in the event he, she or it elects to be subject to the provisions contained
    in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
    he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the
    holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect
    to such exercise, such person (together with such person’s affiliates or any other person subject to aggregation with such
    person for purposes of the “beneficial ownership” test under Section 13 of the Securities Exchange Act of 1934, as
    amended (the “Exchange Act”), or any “group” (within the meaning of Section 13 of the Exchange
    Act) of which such person is or may be deemed to be a part), to the Warrant Agent’s actual knowledge, would beneficially
    own (within the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason the equivalent calculation under
    Section 16 of the Exchange Act and the rules and regulations thereunder would result in a higher ownership percentage, such higher
    percentage would be) in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”)
    of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
    the aggregate number of shares of Common Stock beneficially owned by such person and his, her or its affiliates or any such other
    person or group shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which
    the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise
    of the remaining, unexercised portion of the Warrant beneficially owned by such person and his, her or its affiliates and (y) exercise
    or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person
    and his, her or its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
    subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
    sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange
    Act. For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number
    of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly
    Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
    public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares
    of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall,
    within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding.
    In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
    of equity securities of the Company by the holder and his, her or its affiliates since the date as of which such number of outstanding
    shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or
    decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
    that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

   

  4. Adjustments.

   

  4.1 Stock Dividends.

   

  4.1.1 Split-Ups.
    If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
    Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar
    event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable
    on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights
    offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair
    Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product
    of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
    sold in such rights offering that are convertible into or exercisable for the Common Stock) and (ii) one (1) minus the quotient
    of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this
    subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining
    the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any
    additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average
    price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date
    on

   

  
  
     

  

  
     

  

  
   

  which the shares of Common Stock trade on the
    applicable exchange or in the applicable market, regular way, without the right to receive such rights.

   

  4.1.2 Extraordinary
      Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
    in cash, securities or other assets to all or substantially all of the holders of the Common Stock on account of such shares of
    Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as
    described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
    of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
    of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate
    of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with
    its initial Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if
    the Company does not complete the Business Combination within the time period set forth in the Company’s amended and restated
    certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial
    Business Combination activity or (e) in connection with the redemption of the shares of Common Stock included in the Units sold
    in the Offering upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of
    its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
    then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
    amount of cash and/or the fair market value (as determined by the Company’s Board of Directors (the “Board”),
    in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.
    For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash
    distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions
    paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted
    to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
    or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on
    exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering). Solely for purposes
    of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 per
    share and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of Common Stock during the
    365-day period ending on the date of declaration of such $0.35 per share dividend, then the Warrant Price will be decreased, effectively
    immediately after the effective date of such $0.35 per share dividend, by $0.25 (the absolute value of the difference between $0.75
    per share (the aggregate amount of all cash dividends and cash distributions paid or made in such 365- day period, including such
    $0.35 dividend) and $0.50 per share (the greater of (x) $0.50 per share and (y) the aggregate amount of all cash dividends and
    cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).

   

  4.2 Aggregation of Shares.
    If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common
    Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other
    similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar
    event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease
    in outstanding shares of Common Stock.

   

  4.3 Adjustments in Exercise
      Price.

   

  4.3.1 Whenever the number
    of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or
    Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
    prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon
    the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
    of Common Stock so purchasable immediately thereafter.

   

  4.3.2 If (x) the Company
    issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock
    for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective
    issue price of less than

   

  
  
     

  

  
     

  

  
   

  $9.20 per share of Common Stock, with such
    issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor
    or its affiliates, without taking into account any shares of Common Stock issued prior to the Offering and held by the Sponsor
    or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
    gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
    funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),
    and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading
    day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”)
    is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
    Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section
      6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
    and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal
    to the higher of the Market Value and the Newly Issued Price.

   

  4.4 Replacement of Securities
      upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other
    than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value
    of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion
    of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that
    does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale
    or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as
    an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase
    and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock
    of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
    and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
    merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
    received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
        Issuance” ); provided, however, that (i) if the holders of the Common Stock were entitled to exercise
    a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
    then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
    become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common
    Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer
    shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made
    by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
    amended and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if
    a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which,
    upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
    Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate
    or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of
    any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the
    Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be
    entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder
    would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of
    such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant
    to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as
    nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if
    less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form
    of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
    over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder
    properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event
    by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount
    (in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction
    minus (ii) (A) the Per Share Consideration (as

   

  
  
     

  

  
     

  

  
   

  defined below) minus (B) the Black-Scholes
    Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately
    prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
    Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this
    Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of
    the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the
    applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined
    as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest
    rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share
        Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the
    amount of such cash per share of Common Stock, and (ii) in all other cases, the amount of cash per share of Common Stock, if any,
    plus the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
    day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in
    shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1
    or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply
    to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant
    Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

   

  4.5 Notices of Changes
      in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a
    Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
    from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon
    the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
    is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company
    shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder
    in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
    shall not affect the legality or validity of such event.

   

  4.6 No Fractional Shares.
    Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common
    Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
    Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
    such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.

   

  4.7 Form of Warrant.
    The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after
    such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially
    issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in
    the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
    issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
    changed.

   

  4.8 Other Events.
    In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section
      4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
    impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
    shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
    which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
    the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment;
    provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8
    as a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the
    Warrants in a manner that is consistent with any adjustment recommended in such opinion.

   

  4.9 No Adjustment.
    For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the
    conversion ratio of the Company’s Class B common stock, par

   

  
  
     

  

  
     

  

  
   

  value $0.0001 per share (the “Class
        B Common Stock”), into shares of Common Stock or the conversion of the shares of Class B Common Stock into shares
    of Common Stock, in each case, pursuant to the Company’s amended and restated certificate of incorporation, as further amended
    from time to time.

   

  5. Transfer and Exchange of Warrants.

   

  5.1 Registration of Transfer.
    The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
    of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures properly guaranteed and accompanied
    by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
    shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
    so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

   

  5.2 Procedure for Surrender
      of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and
    thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of
    the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided
    herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary,
    to another nominee of the Depositary, to a successor depositary, or to a nominee of a successor depository; provided further,
    however that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private
    Placement Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in
    exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made
    and indicating whether the new Warrants must also bear a restrictive legend.

   

  5.3 Fractional Warrants.
    The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of
    a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

   

  5.4 Service Charges.
    No service charge shall be made for any exchange or registration of transfer of Warrants.

   

  5.5 Warrant Execution
      and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of
    this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
    required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

   

  5.6 Transfer of Warrants.
    Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant
    is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each
    transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
    the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
    Date.

   

  6. Redemption.

   

  6.1 Redemption of Warrants
      for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option
    of the Company, at any time during the Exercise Period, at the 

  office of the Warrant Agent, upon notice to
    the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided
    that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and
    (b) there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and
    a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).

   

  6.2 Redemption of Warrants
      for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option
    of the Company, at any time during the Exercise Period, at the

  

   

  
  
     

  

  
     

  

  
   

  office of the Warrant Agent, upon notice to
    the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant,
    provided that the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4
    hereof) and, if the Reference Value is less than $18.00 per share, the Private Placement Warrants are also concurrently exchanged
    at the same price (equal to a number of shares of Common Stock) as the outstanding Public Warrants. During the 30-day Redemption
    Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise
    their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common
    Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period
    to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section
      6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption
        Fair Market Value” shall mean the volume-weighted average price of the Common Stock as reported during the ten (10)
    trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered
    Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders
    with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above
    ends.

   

  	Redemption Date	 	Redemption Date Fair Market Value of Common Stock	 
	(period to expiration of warrants)	 	<10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	>18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 


   

  The exact Redemption Fair
    Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Redemption Fair
    Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number
    of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line
    interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and
    later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

   

  The share prices set forth in the column headings of the table above
    shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Exercise Price is adjusted
    pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section
    4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied
    by

   

  
  
     

  

  
     

  

  
   

  a fraction, the numerator of which is the exercise price of the
    warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment. In
    such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator
    of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator
    of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Exercise Price is adjusted, (a)
    in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share
    prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value
    and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2
    hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less
    the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the number of shares issued in
    connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).

   

  6.3 Date Fixed for, and
      Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, pursuant to Sections 6.1
    or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
    shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date
    (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last
    addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
    presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, “Redemption
        Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1 or Section
      6.2 hereof and (b) “Reference Value” shall mean the last reported sale price of the Common Stock
    for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends
    the notice of redemption to the Registered Holder.

   

  6.4 Exercise After Notice
      of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section
      6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3
    hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further
    rights except to receive, upon surrender of the Warrants, the Redemption Price.

   

  6.5 Exclusion of Private
      Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in Section 6.1
    hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO
    Warrants provide that they are non-redeemable by the Company for cash) if at the time of the redemption such Private Placement
    Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the original purchasers thereof or their Permitted
    Transferees. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other
    than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants,
    Working Capital Warrants or Post-IPO Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption
    are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants
    to exercise such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants prior to redemption pursuant to Section
      6.4 hereof. Private Placement Warrants, Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide
    that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer
    cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this
    Agreement.

   

  7. Other Provisions Relating to Rights of
      Holders of Warrants.

   

  7.1 No Rights as Stockholder.
    A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without
    limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
    receive notice as a stockholder in respect of the meetings of stockholders or the election of directors of the Company or any other
    matter.

   

  7.2 Lost, Stolen, Mutilated,
      or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
    terms as to indemnity or otherwise as they may in their

   

  
  
     

  

  
     

  

  
   

  discretion impose (which shall, in the case
    of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
    so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
    whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

   

  7.3 Reservation of Common
      Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock
    that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

   

  7.4 Registration of Common
      Stock; Cashless Exercise at Company’s Option.

   

  7.4.1 Registration of
      the Common Stock. The Company agrees that within twenty (20) Business Days after the later of the first date on which Warrants
    are exercisable and the date on which the Company receives from any Registered Holder a request for such registration, it shall
    use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities
    Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts
    to cause the same to become effective within 45 Business Days after the filing of such registration statement and to maintain the
    effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of
    the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective
    by the 45th Business Day following the filing of such registration statement, holders of the applicable Warrants shall have the
    right, during the period beginning on the 46th Business Day after the filing of such registration statement and ending upon such
    registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have
    maintained an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the
    applicable Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with
    Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal
    to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
    multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market
    Value and (B) 0.361 per whole Warrant. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall
    mean the average reported last sale price of the Common Stock as reported during the ten (10) trading day period ending on the
    trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or his,
    her or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall
    be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the
    Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law
    firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this
    subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon
    such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term
    is defined in Rule 144 under the Securities Act (or any successor statute)) of the Company and, accordingly, shall not be required
    to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all
    of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
    obligations under the first three sentences of this subsection 7.4.1.

   

  7.4.2 Cashless Exercise at Company’s
      Option. If the shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities
    exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act,
    the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants
    on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and
    (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement
    for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding
    anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the
    shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is
    not available.

   

  
  
     

  

  
     

  

  
   

   

  8. Concerning the Warrant Agent and Other
      Matters.

   

  8.1 Payment of Taxes.
    The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent
    in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be
    obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

   

  8.2 Resignation, Consolidation,
      or Merger of Warrant Agent.

   

  8.2.1 Appointment of
      Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
    from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
    office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
    a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
    thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
    of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
    Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant
    Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
    or other entity organized and existing under the laws of the State of New York, in good standing and having its principal office
    in the United States of America, and authorized under such laws to exercise corporate trust powers and subject to supervision or
    examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
    powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
    Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
    Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
    all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
    the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
    in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

   

  8.2.2 Notice of Successor
      Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
    Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.

   

  8.2.3 Merger or Consolidation
      of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity
    resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
    this Agreement without any further act.

   

  8.3 Fees and Expenses
      of Warrant Agent.

   

  8.3.1 Remuneration.
    The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
    pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
    Agent may reasonably incur in the execution of its duties hereunder.

   

  8.3.2 Further Assurances.
    The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
    all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
    out or performing of the provisions of this Agreement.

   

  8.4 Liability of Warrant
      Agent.

   

  8.4.1 Reliance on Company
      Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
    that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or
    matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and

   

  
  
     

  

  
     

  

  
   

  established by a statement signed by the Chief
    Executive Officer, Chief Financial Officer, President, Secretary or Chairman of the Board of the Company and delivered to the Warrant
    Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
    of this Agreement.

   

  8.4.2 Indemnity.
    The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company
    agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
    costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement,
    except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.

   

  8.4.3 Exclusions.
    The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
    execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
    Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
    to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount
    of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any
    act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock
    to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid
    and fully paid and non-assessable.

   

  8.5 Acceptance of Agency.
    The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
    herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently
    account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock through
    the exercise of the Warrants.

   

  8.6 Waiver. The Warrant
    Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in,
    or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the
    date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
    payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any
    and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

   

  9. Miscellaneous Provisions.

   

  9.1 Successors. All
    the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
    the benefit of their respective successors and assigns.

   

  9.2 Notices. Any notice,
    statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or
    on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
    courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
    writing by the Company with the Warrant Agent), as follows:

   

  Climate Real Impact Solutions III Acquisition Corporation

    300 Carnegie Center, Suite 150

  Princeton, NJ 08540

    Attn: John Cavalier

    Email: legal@climaterealimpactsolutions.com

   

  Any notice, statement or demand authorized
    by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
    given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
    days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
    the Company), as follows:

   

  
  
     

  

  
     

  

  
   

  Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, NY 10004

    Attn: Compliance Department

   

  With a copy in each case to:

   

  Ropes & Gray LLP

  1211 Avenue of the Americas

  New York, NY 10036

  Attn: Paul Tropp and Emily Oldshue

  Email: paul.tropp@ropesgray.com, emily.oldshue@ropesgray.com

   

  and

   

  Barclays Capital Inc.

  745 Seventh Avenue

  New York, NY 10019

  Attn: Syndicate Registration

  Facsimile: 646-834-8133

   

  and

   

  BofA Securities, Inc.

  One Bryant Park,

  New York, NY 10036

  Facsimile: 
    (646) 855 3073

  Attn:  Syndicate
    Department

  with a copy to:

  Facsimile: 
    (212) 230-8730

  Attn:  ECM
    Legal

   

  and

   

  Credit Suisse Securities (USA) LLC

  Eleven Madison Avenue

  New York, New York 10010

  Facsimile: (212)
    325-4296

  Attn: IBCM-Legal

  and

   

  Davis Polk & Wardwell LLP

  450 Lexington Avenue

  New York, NY 10017

  Attn: Derek J. Dostal

  Email: derek.dostal@davispolk.com

   

  9.3 Applicable Law and Exclusive Forum. The validity, interpretation,
    and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without
    giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
    The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
    shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
    of New York, and irrevocably submits to such jurisdiction. The Company hereby waives any objection to such jurisdiction and that
    such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to
    suits brought to enforce any liability or duty created by

   

  
  
     

  

  
     

  

  
   

  the Exchange Act or any other claim for which the federal district
    courts of the United States of America are the sole and exclusive forum. Unless the Company consents in writing to the selection
    of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any
    complaint asserting a cause of action arising under the Securities Act.

   

  Any person or entity purchasing or otherwise acquiring any interest
    in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action,
    the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within
    the State of New York or the United States District Court for the Southern District of New York (a “Foreign Action”)
    in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
    state and federal courts located within the State of New York or the United States District Court for the Southern District of
    New York in connection with any action brought in any such court to enforce the forum provisions (an “Enforcement Action”),
    and (y) having service of process made upon such warrant holder in any Enforcement Action by service upon such warrant holder’s
    counsel in the Foreign Action as agent for such warrant holder.

   

  9.4 Persons Having Rights
      under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other
    entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason
    of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
    promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their
    successors and assigns and of the Registered Holders of the Warrants.

   

  9.5 Examination of the
      Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
    the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent
    may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

   

  9.6 Counterparts.
    This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
    purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed
    copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same
    legal effect as delivery of an original signed copy of this Agreement.

   

  9.7 Effect of Headings.
    The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
    thereof.

   

  9.8 Amendments. This
    Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity
    or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
    Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein or adding
    or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
    or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for
    the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment
    to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders
    of 50% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement
    Warrants or Working Capital Warrants or any provision of this Agreement with respect to the Private Placement Warrants or Working
    Capital Warrants, 50% of the number of then outstanding Private Placement Warrants and Working Capital Warrants. Notwithstanding
    the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1
    and 3.2, respectively, without the consent of the Registered Holders.

   

  9.9 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 and be valid and enforceable.

   

  
  
     

  

  
     

  

  
   

  Exhibit A – Form of Warrant Certificate

  Exhibit B – Legend

  [Signature Page Follows]

   

  
  
     

  

  
     

  

  
   

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

   

  	 	Climate Real Impact Solutions III Acquisition Corporation
	 	 	 
	 	By:	 
	 	Name:	 John A. Cavalier
	 	Title:	Chief Financial Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 Douglas Reed
	 	Title:	Vice President


   

  [Signature Page to Warrant Agreement]

   

  
  
     

  

  
     

  

  
   

  EXHIBIT
        A

   

  [Form of Warrant Certificate]

   

  [FACE]

  Number

  Warrants

   

  THIS
        WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

        THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

        IN THE WARRANT AGREEMENT DESCRIBED BELOW

        Climate Real Impact Solutions III Acquisition Corporation

  Incorporated Under the Laws of the State
      of Delaware

  CUSIP [__________]

  Warrant Certificate

   

  This Warrant Certificate
        certifies that __________, or its registered assigns, is the registered holder of __________ warrant(s) evidenced hereby
    (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common
    stock, $0.0001 par value per share (“Common Stock”), of Climate Real Impact Solutions III Acquisition
    Corporation, a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise
    during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and
    non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”)
    as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
    as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment
    of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
    and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
    to them in the Warrant Agreement.

   

  Each whole Warrant is initially
    exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any
    Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock,
    the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the
    Warrant holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
    of certain events set forth in the Warrant Agreement.

   

  The initial Exercise Price
    per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
    of certain events set forth in the Warrant Agreement.

   

  Subject to the conditions
    set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
    by the end of such Exercise Period, such Warrants shall become void.

   

  Reference is hereby made
    to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all
    purposes have the same effect as though fully set forth at this place.

   

  This Warrant Certificate shall not be valid
    unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

   

  This Warrant Certificate shall be governed by
    and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

   

  
  
     

  

  
     

  

  
   

  	 	Climate Real Impact Solutions III Acquisition Corporation
	 	 	 
	 	By:	     
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


   

  
  
     

  

  
     

  

  
   

  [Form of Warrant Certificate]

   

  [Reverse]

   

  The Warrants evidenced
    by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares
    of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of March [l],
    2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
    & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”),
    which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
    a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
    and the holders (the words “holders” or “holder” meaning the Registered Holders
    or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon
    written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
    to them in the Warrant Agreement.

   

  Warrants may be exercised
    at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
    may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
    and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
    as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
    any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
    hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
    of Warrants not exercised.

   

  Notwithstanding anything
    else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
    statement covering the issuance of the shares of Common Stock to be issued upon exercise is effective under the Securities Act
    and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
    as provided for in the Warrant Agreement.

   

  The Warrant Agreement provides
    that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth
    on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
    entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest
    whole number of shares of Common Stock to be issued to the holder of the Warrant.

   

  Warrant Certificates, when
    surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal
    representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
    in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
    like tenor evidencing in the aggregate a like number of Warrants.

   

  Upon due presentation for
    registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
    of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
    Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
    charge imposed in connection therewith.

   

  The Company and the Warrant
    Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
    any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
    to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
    to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
    the Company.

   

  
  
     

  

  
     

  

  
   

  Election to Purchase

   

  (To Be Executed Upon Exercise of Warrant)

   

  The undersigned hereby
    irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of Common Stock
    and herewith tenders payment for such shares of Common Stock to the order of Climate Real Impact Solutions III Acquisition Corporation
    (the “Company”) in the amount of $ __________ in accordance with the terms hereof. The undersigned requests
    that a certificate for such shares of Common Stock be registered in the name of __________, whose address is __________ and that
    such shares of Common Stock be delivered to __________ whose address is __________. If said number of shares of Common Stock is
    less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
    the remaining balance of such shares of Common Stock be registered in the name of __________, whose address is __________ and that
    such Warrant Certificate be delivered to __________, whose address is __________.

   

  In the event that the Warrant
    has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise
    its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall
    be determined in accordance with Section 6.2 of the Warrant Agreement.

   

  In the event that the Warrant
    is a Private Placement Warrant or a Working Capital Warrant that is to be exercised on a “cashless” basis pursuant
    to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for
    shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

   

  In the event that the Warrant
    is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares
    of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

   

  In the event that the Warrant
    may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common
    Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
    which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
    elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
    Agreement, to receive shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common
    Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
    representing the remaining balance of such shares of Common Stock be registered in the name of __________, whose address is __________
    and that such Warrant Certificate be delivered to __________, whose address is __________.

   

  [Signature Page Follows]

   

  
  
     

  

  
     

  

  
  

   

  	Date: __________, 20	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
		 	 
	Signature Guaranteed:	 	 


  THE SIGNATURE(S) MUST BE GUARANTEED BY AN
    ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
    SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT
    OF 1934, AS AMENDED).

   

  
  
     

  

  
     

  

  
   

  EXHIBIT
        B

   

  LEGEND

   

  “THE SECURITIES REPRESENTED
    HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
      SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT
      TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG Climate Real Impact SOLUTIONS III ACQUISITION
      Corporation (THE “COMPANY”), Climate Real Impact Solutions III sponsor, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES
      REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY
      COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT
    TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT
    TO SUCH TRANSFER PROVISIONS.

   

  SECURITIES EVIDENCED HEREBY
    AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS
    UNDER A REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”