Exhibit 10.4

   

      

  WARRANT PURCHASE AGREEMENT

   

  THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”),

      dated as of January [__], 2021, is entered into by and among Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Climate Real Impact Solutions II 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-[______] (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 4,133,333 warrants (and up to 420,000 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, 4,133,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $6,200,000 (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 420,000 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 $630,000 (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. Incorporation 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 March 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 II Acquisition Corporation
	 	 
	 	By:	 
	 	Name:	John A. Cavalier
	 	Title:	Chief Financial Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	Climate Real Impact SOlutions II sponsor, LLC
	 	 
	 	By:	 
	 	Name:	John A. Cavalier
	 	Title:	Manager


   

  [Signature Page to Warrant Purchase Agreement]