Exhibit 10.4

   

  WARRANT PURCHASE AGREEMENT

   

  THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of March [l], 2021, is entered into by and among Climate Real Impact Solutions III Acquisition Corporation, a Delaware corporation (the “Company”), and Climate Real Impact Solutions III Sponsor, LLC, a
    Delaware limited liability company (the “Purchaser”).

   

  WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of Class A
    common stock of the Company, par value $0.0001 per share (each, a “Share”), and one-fifth of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the
    Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-[l] (the “Registration
      Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).

   

  WHEREAS, the Purchaser has agreed to purchase, at a price of $1.50 per warrant, an aggregate of 5,333,333 warrants (and up to 600,000 additional warrants if the
    underwriters in the Public Offering exercise their over-allotment option in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.

   

  NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
    hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

   

  

  AGREEMENT

  

  

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

  

  

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

  

  

  B. Purchase and Sale of the Private
        Placement Warrants.

  

  

  (i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,333,333 Private Placement Warrants at a price of $1.50 per warrant for an
    aggregate purchase price of $8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available
    funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds
    to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  

  

  (ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such
    earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each
    Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the
    Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment
    option that is exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $900,000 (the “Over-allotment Purchase Price”).
    The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the
    Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private
    Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

   

  C. Terms of the Private Placement
        Warrants.

  

  

  (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company
    and a warrant agent, in connection with the Public Offering (the “Warrant Agreement”), and shall be subject to the terms of a letter agreement to be
    entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering.

  

  

  (ii) At the time of, or prior to, the IPO Closing Date, the Company and the Purchaser shall enter into a registration and
    stockholder rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration
    rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

  

  

  
    
      


  

  

  

  Section 2. Representations and Warranties of
      the Company.

  

  

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

  

  

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

  

  

  B. Authorization; No Breach.

  

  

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

  

  

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

   

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

  

  

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

  

  

  
    
      


  

  

  

  E. Regulation D Qualification.
    Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d)
    of Regulation D under the Securities Act.

  

  

  Section 3. Representations and Warranties of
      the Purchaser.

  

  

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

  

  

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

  

  

  B. Authorization; No Breach.

  

  

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

  

  

  (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms
    hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security
    interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or
    administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or
    regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.

  

  

  C. Investment Representations.

  

  

  (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the
    Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or
    for resale in connection with, any public sale or distribution thereof.

  

  

  (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the
    Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

  

  

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

  

  

  
    
      


  

  

  

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

  

  

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

  

  

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

  

  

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

  

  

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

   

  

   

  
  
     

  

  
     

  

  
   

  Section 4. Conditions of the Purchaser’s Obligations.

   

  The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the
    following conditions:

   

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

   

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

   

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

   

  D. Warrant Agreement and Registration and Stockholder Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
    and Stockholder Rights Agreement, in each case on terms satisfactory to the Purchaser.

   

  Section 5. Conditions of the Company’s Obligations.

   

  The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

   

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

   

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

   

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

   

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

   

  E. Warrant Agreement and Registration and Stockholder Rights Agreement. The Purchaser shall have entered into the Warrant Agreement and the Registration
    and Stockholder Rights Agreement, in each case on terms satisfactory to the Company.

   

  Section 6. Termination.

   

  This Agreement may be terminated by the Company or the Purchaser at any time after May 31, 2021 upon written notice to the other party hereto if the closing of the Public
    Offering does not occur prior to such date.

   

  Section 7. Survival of Representations and Warranties.

   

  All of the representations and warranties contained herein shall survive each Closing Date.

   

  
  
     

  

  
     

  

  
   

  Section 8. Definitions.

   

  Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.

   

  Section 9. Miscellaneous.

   

  A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any
    of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
    than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).

   

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

   

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

   

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

   

  E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in
    accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.

   

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

   

  [Signature page follows]

   

  
  
     

  

  
     

  

  
   

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

   

  	 	COMPANY:
	 	 	 
	 	Climate Real Impact Solutions III Acquisition Corporation
	 	 
	 	By:	 
	 	Name:	John A. Cavalier
	 	Title:	Chief Financial Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	Climate Real Impact SOlutions III sponsor, LLC
	 	 
	 	By:	 
	 	Name:	John A. Cavalier
	 	Title:	Manager


   

  [Signature Page to Warrant Purchase Agreement]