Exhibit 10.3

   

  Climate Real Impact Solutions III Acquisition
      Corporation

  300 Carnegie Center, Suite 150

  Princeton, NJ 08540

   

  February 10, 2021

   

  Climate Real Impact Solutions III Sponsor, LLC

  300 Carnegie Center, Suite 150

  Princeton, NJ 08540

   

  RE: Securities Subscription Agreement

   

  Ladies and Gentlemen:

   

  We are pleased to accept the offer Climate Real
    Impact Solutions III Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000
    Class B common stock, $0.0001 par value per share (the “Shares” and together with all other classes of common
    stock of the Company (as defined below), the “Common Stock”), up to 1,125,000 Shares of which are subject to
    complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Climate
    Real Impact Solutions III Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise
    their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on
    which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
    such Shares, are as follows:

   

  1. Purchase of Shares. For the sum of
    $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby sells and
    issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to the forfeiture
    provisions of Section 3 below, on the terms and subject to the conditions set forth in this Agreement.

   

  2. Representations, Warranties and Agreements.

   

  2.1 Subscriber’s Representations, Warranties
      and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants
    to the Company and agrees with the Company as follows:

   

  2.1.1. No Government Recommendation or Approval.
    The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering
    of the Shares.

   

  2.1.2. No Conflicts. The execution, delivery
    and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate,
    conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture
    or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber is subject,
    or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.

   

  2.1.3. Organization and Authority. The
    Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses
    all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery
    by you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance
    with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar
    laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of
    whether enforcement is sought in a proceeding at law or in equity).

   

  2.1.4. Experience, Financial Capability and
      Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment
    in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time as the Shares
    have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and therefore cannot
    be resold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber
    is capable of evaluating the merits and risks of its investment in the

   

  
  
     

  

  
     

  

  
  

  Company and has the capacity to protect its own interests. Subscriber
    must bear the economic risk of this investment until the Shares are sold pursuant to: (x) an effective registration statement under
    the Securities Act or (y) an exemption from registration available with respect to such sale.

   

  2.1.5. Access to Information; Independent
      Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive
    answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business
    and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so
    obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and
    understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information
    furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make
    any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations
    or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

   

  2.1.6. Investment Purposes. The Subscriber
    is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit
    of any other person, and not with a view towards the distribution or dissemination thereof in violation of the registration requirements
    of the Securities Act. The Subscriber did not enter into this Agreement as a result of any general solicitation or general advertising
    within the meaning of Rule 502 of Regulation D under the Securities Act.

   

  2.1.7. Restrictions on Transfer; Shell Company.
    Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the
    Securities Act. Subscriber understands the Shares will be “restricted securities” as defined in Rule 144(a)(3) under
    the Securities Act and Subscriber understands that the certificates or book entries representing the Shares will contain a legend
    in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares,
    such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act
    or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein
    is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an
    opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares.
    Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for
    the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical
    compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

   

  2.1.8. No Governmental Consents. No governmental,
    administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection
    with the transactions contemplated by this Agreement.

   

  2.2 Company’s Representations, Warranties
      and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber
    and agrees with the Subscriber as follows:

   

  2.2.1 Organization and Corporate Power.
    The Company is a Delaware corporation 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.

   

  2.2.2. No Conflicts. The execution, delivery
    and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict
    with or constitute a default under (i) the Certificate of Incorporation or Bylaws of the Company, (ii) any agreement, indenture
    or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject, or (iv)
    any agreement, order, judgment or decree to which the Company is subject.

   

  2.2.3. Title to Securities. Upon issuance
    in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable.
    Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to
    the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and
    other agreements to which the Shares may be subject, (ii) transfer restrictions under federal and state securities laws, and (iii)
    liens, claims or encumbrances imposed due to the actions of the Subscriber.

   

  2.2.4. No Adverse Actions. There are no
    actions, suits, investigations or proceedings pending, threatened against

   

  
  
     

  

  
     

  

  
  

  or affecting the Company which: (i) seek to restrain, enjoin, prevent
    the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality
    of any transactions or seek to recover damages or to obtain other relief in connection with any transactions.

   

  3. Forfeiture of Shares.

   

  3.1. Partial or No Exercise of the Over-allotment
      Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised
    in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate
    of 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following
    such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares
    (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket)
    equal to 20% of the issued and outstanding Common Stock immediately following the IPO.

   

  3.2. Termination of Rights as Stockholder.
    If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest),
    shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is appropriate to cancel
    such Shares.

   

  4. Waiver of Liquidation Distributions;
      Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and
    all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be
    established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the
    IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
    failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Common
    Stock in the IPO or in the aftermarket, any additional Common Stock so purchased shall be eligible to receive any liquidating distributions
    by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account
    upon the successful completion of an initial business combination.

   

  5. Restrictions on Transfer.

   

  5.1. Restrictive Legends. All certificates
    representing the Shares shall have endorsed thereon legends substantially as follows:

   

  	 	
          “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
            THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION
            OF COUNSEL, IS AVAILABLE.”

           

        
	 	“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
            DISPOSED DURING THE TERM OF THE LOCKUP PERIOD.”


   

  5.2. Additional Shares or Substituted Securities.
    In the event of the declaration of a stock dividend, the declaration of a special dividend payable in a form other than Common
    Stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
    Company’s outstanding Common Stock without receipt of consideration, any new, substituted or additional securities or other
    property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which
    such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to
    reflect the distribution of such securities or property shall be made to the number or class of Shares subject to this Section
    5 and Section 3.

   

  5.3. Registration Rights. Subscriber acknowledges
    that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will
    become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement
    to be entered into with the Company prior to the closing of the IPO.

   

  
  
     

  

  
     

  

  
  

  6. Other Agreements.

   

  6.1. Further Assurances. Subscriber agrees
    to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this
    Agreement.

   

  6.2. Notices. All notices, statements
    or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or sent
    by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
    in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be
    designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such
    party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so
    transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
    of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
    service or five (5) days after mailing if sent by mail.

   

  6.3. Entire Agreement. This Agreement,
    together with that certain insider letter to be entered into between Subscriber and the Company and the registration rights agreement
    entered into among the Company and certain securityholders, each substantially in the form to be filed as an exhibit to the Registration
    Statement, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter
    hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement,
    representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used
    to interpret, change or restrict, the express terms and provisions of this Agreement.

   

  6.4. Modifications and Amendments. The
    terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

   

  6.5. Waivers and Consents. The terms and
    provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
    by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
    a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or
    consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a
    continuing waiver or consent.

   

  6.6. Assignment. The rights and obligations
    under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.

   

  6.7. Benefit. All statements, representations,
    warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of
    the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any
    rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of
    this Agreement.

   

  6.8. Governing Law. This Agreement and
    the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State
    of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of
    law principles thereof.

   

  6.9. Severability. In the event that any
    court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be
    unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it
    reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any
    such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain
    in full force and effect.

   

  6.10. No Waiver of Rights, Powers and Remedies.
    No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between
    the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of
    any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any
    such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other
    right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
    party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
    the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
    a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such
    notice or demand.

   

  6.11. Survival of Representations and Warranties.
    All representations and warranties made by the parties hereto in this

   

  
  
     

  

  
     

  

  
  

  Agreement or in any other agreement, certificate or instrument provided
    for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the
    parties.

   

  6.12. No Broker or Finder. Each of the
    parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf
    in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other.
    Each of the parties hereto agrees to indemnify and hold the other harmless from any claim or demand for commission or other compensation
    by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to
    bear the cost of legal expenses incurred in defending against any such claim.

   

  6.13. Headings and Captions. The headings
    and captions of the various sections of this Agreement are for convenience of reference only and shall in no way modify or affect
    the meaning or construction of any of the terms or provisions hereof.

   

  6.14. Counterparts. This Agreement may
    be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
    become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both
    parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other
    form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
    such signature is executed) with the same force and effect as if such signature page were an original thereof.

   

  6.15. Construction. The parties hereto
    have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
    arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
    arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
    “includes,” and “including” will be deemed to be followed by “without limitation.”
    Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form
    will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
    “herein,” “hereof,” “hereby,” “hereunder,” and words
    of similar import refer to this Agreement as a whole and not to any particular section unless expressly so limited. The parties
    hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
    hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
    representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
    such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
    representation, warranty, or covenant.

   

  7. Voting and Redemption of Shares.
    Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval
    to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees
    not to redeem any Shares in connection with a redemption or tender offer presented to the Company’s stockholders in connection
    with an initial business combination negotiated by the Company.

   

  [Signature Page Follows]

   

  
  
     

  

  
     

  

  
  

  If the foregoing accurately sets forth our
    understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.

   

  	 	Very truly yours, 
	 	 
	 	Climate Real Impact Solutions III Acquisition Corporation
	 	 
	 	By:	/s/ John A. Cavalier
	 	Name:	John A. Cavalier
	 	Title:	Chief Financial Officer


   

  Accepted and agreed this 10th day of February, 2021

   

  	Climate Real Impact Solutions III Sponsor, LLC	 
	 	 	 
	By:	/s/ John A. Cavalier	 
	Name:	John A. Cavalier	 
	Title:	Manager	 


   

  [Signature Page to Securities Subscription
      Agreement]