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:Forfeiture of Remaining Deferred Discount • 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.
