Clean Earth Acquisitions Corp. 12600 Hill Country Blvd, Building R, Suite 275 Bee Cave, Texas 78738 Re: Clean Earth Acquisitions Corp.—Forfeiture of Remaining Deferred Discount Ladies and Gentlemen:Underwriting Agreement • April 18th, 2023 • Clean Earth Acquisitions Corp. • Electric & other services combined
This letter references (i) the underwriting agreement (the “Underwriting Agreement”), dated February 23, 2022, between Citigroup Global Markets Inc. (“ Citigroup”), as representative of the underwriters named on Schedule I of the Underwriting Agreement (the “Underwriters”), and Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), providing for the issuance and sale to the several Underwriters of an aggregate of 20,000,000 units of the Company, in addition to 3,000,000 units of the Company on exercise of the over-allotment option and (ii) that certain letter agreement (the “First Letter Agreement, dated July 26, 2022, between Citigroup and the Company providing for the forfeiture by Citigroup of 50% of its shares of the Deferred Discount. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Underwriting Agreement.
FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTThe Business Combination Agreement • April 18th, 2023 • Clean Earth Acquisitions Corp. • Electric & other services combined
This First Amendment to the Business Combination Agreement (this “Amendment”) is entered into as of April 12, 2023 by and among Clean Earth Acquisitions Corp., a Delaware corporation (“Purchaser”), Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (“Seller”), and Clean Earth Acquisitions Sponsor, LLC, a Delaware limited liability company, in its capacity as the representative of Purchaser and solely for purposes of certain specified sections of the Business Combination Agreement (as defined below) (the “Purchaser Representative”) . All capitalized terms used herein but not defined shall have the meanings assigned to them in the Business Combination Agreement.
