FORM OF UNDERWRITING AGREEMENT Clean Earth Acquisitions Corp. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2021 • Clean Earth Acquisitions Corp. • Blank checks • New York
Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments (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 in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
FORM OF WARRANT AGREEMENT CLEAN EARTH ACQUISITIONS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 1st, 2021 • Clean Earth Acquisitions Corp. • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2021 • Clean Earth Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), Clean Earth Acquisitions Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holder” on the signature pages hereto (each such party, together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2021 • Clean Earth Acquisitions Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
FORM OF INSIDER LETTER AGREEMENTInsider Letter Agreement • December 1st, 2021 • Clean Earth Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regi
