0001104659-22-028143 Sample Contracts

Clean Earth Acquisitions Corp. 20,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • February 28th, 2022 • 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.

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WARRANT AGREEMENT CLEAN EARTH ACQUISITIONS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY February 23, 2022
Warrant Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated February 23, 2022, is by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York limited liability company, with offices at 6201 15th Avenue, Brooklyn, New York 11219, as warrant agent (in such capacity, the “Warrant Agent”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York

This Agreement, made and entered into effective as of the ___ day of _____, 2022 (“Agreement”), by and between Clean Earth Acquisitions Corp., a Delaware corporation (“Company”), and ____________ (“Indemnitee”).

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the February 23, 2022, by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and Clean Earth Acquisitions Sponsor LLC, a Delaware limited liability company (the “Subscriber”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 23, 2022 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”).

INSIDER LETTER AGREEMENT
Insider Letter Agreement • February 28th, 2022 • 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”), one right to receive one-tenth (1/10) of one share of Common Stock (each, a “Right”) 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, su

RIGHTS AGREEMENT
Rights Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of February 23, 2022, by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York limited liability company (the “Rights Agent”).

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