30,000,000 Units Climate Real Impact Solutions III Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2021 • Climate Real Impact Solutions III Acquisition Corp • New York
Climate Real Impact Solutions III Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capital
Climate Real Impact Solutions III Acquisition Corporation Princeton, NJ 08540Climate Real Impact Solutions III Acquisition Corp • March 5th, 2021 • New York
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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2021 • Climate Real Impact Solutions III Acquisition Corp • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [l], 2021 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 (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 5th, 2021 • Climate Real Impact Solutions III Acquisition Corp • New York
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”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 5th, 2021 • Climate Real Impact Solutions III Acquisition Corp • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March [l], 2021, is made and entered into by and among Climate Real Impact Solutions III Acquisition Corporation, a Delaware corporation (the “Company”), Climate Real Impact Solutions III Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2021 • Climate Real Impact Solutions III Acquisition Corp
This Indemnification Agreement (“Agreement”) is made and entered into as of this [l] day of March, 2021, by and between Climate Real Impact Solutions III Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 5th, 2021 • Climate Real Impact Solutions III Acquisition Corp • New York
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”).
Climate Real Impact Solutions III Acquisition Corporation 300 Carnegie Center, Suite 150, Princeton, NJ 08540Letter Agreement • March 5th, 2021 • Climate Real Impact Solutions III Acquisition Corp
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Climate Real Impact Solutions III Acquisition Corporation, a Delaware corporation (the “Company”), and Barclays Capital Inc., BofA Securities, Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprising one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a p
