Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT
BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


Dated as of September 26, 2022


Principal Amount: $850,000.00





Bee Cave, Texas


 


Clean Earth Acquisitions Corp. (the “Maker”), a
hereby promises to pay to the order of Clean Earth Acquisitions Sponsor LLC (the” Payee”) or its assigns or successors in
interest, or order, the principal sum of Eight Hundred Fifty Dollars ($850,000.00) in lawful money of the United States of America, on
the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds
or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with
the provisions of this Note.


 


1.             Principal.
The unpaid principal balance of this Note shall be payable on the date on which Maker consummates its Businesses Combination, as such
term is defined in the Maker’s Registration Statement on Form S-1 (333-261201) (the “Maturity Date”). The
principal balance may be prepaid at any time.


 


2.             Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.             Drawdown
Requests. Maker and Payee agree that Maker may request up toEight Hundred Fifty Thousand ($850,000.00)
for working capital in connection with Maker’s pursuit of a Business Combination. The principal of this Note may be drawn down from
time to time prior to the Maturity Date, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown
Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000.00). Payee shall fund
each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request. Once an amount is drawn down under
this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to
Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied
first to payment in full of any reasonable costs incurred in collection of any sum due under this Note, including (without limitation)
reasonable attorneys' fees, and then to the reduction of the unpaid principal balance of this Note.


 


4.             Representations
and Warranties. Maker represents and warrants to Payee on the date hereof as follows:


 


(a)           Existence.
Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organization.


 



     


     


    

 


(b)           Power
and Authority. Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations
hereunder.


 


(c)           Authorization;
Execution and Delivery. The execution and delivery of this Note by Maker and the performance of its obligations hereunder have been
duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this
Note.


 


(d)           No
Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority is
required in order for Maker to execute, deliver, or perform any of its obligations under this Note.


 


(e)           No
Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not
and will not (a) violate any provision of Maker's organizational documents; (b) violate any law applicable to the Maker or by
which any of its properties or assets may be bound; or (c) constitute a default under any material agreement or contract by which
Maker may be bound.


 


(f)            Enforceability.
The Note is a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its terms except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).


 


5.             Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)           Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days
of the date specified in Section 1 above.


 


(b)           Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the entry of an order for relief against it in an involuntary case or the consent by it
to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official)
of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure
of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the
foregoing, or the admission by it in writing that it is generally unable to pay its debts as they become due.


 


(c)           Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 30 consecutive days.


 



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(d)           Failure
to Convert. Failure by Maker to convert the principal amount due pursuant to this Note into Conversion Units (as defined in Section 15)
in accordance with Section 15 within five (5) business days of a written conversion request by the Payee.


 


6.             Remedies.


 


(a)           Upon
the occurrence of an Event of Default specified in Section 5(a)or 5(d) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)           Upon
the occurrence of an Event of Default specified in Section 5(b) or 5(c) hereof, the unpaid principal balance of this Note,
and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.


 


7.             Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any
such writ in whole or in part in any order desired by Payee.


 


8.             Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted
or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee
with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 



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9.             Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, and (ii) by electronic mail, to the electronic mail address most recently provided to such party or
such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall
be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


10.           Governing
Law; Construction; Jurisdiction. This Note shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The parties hereto (i) agree that any action, proceeding, claim or dispute arising
out of, or relating in any way to, this Note shall be brought and enforced in the courts of New York, in the State of New York, and irrevocably
submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


11.           Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.           Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby irrevocably waives
any and all right, title, interest, causes of action and claims of any kind or nature whatsoever (each, a “Claim”)
in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the
public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will
be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it presently has or may have in
the future as a result of, or arising out of, this Note, which Claim would reduce, encumber or otherwise adversely affect the Trust Account
or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of
any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever; provided, however,
that if the Maker completes a Business Combination, the Maker shall promptly repay the principal balance of this Note out of the proceeds
released to the Maker from the Trust Account.


 


13.           Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with,
the written consent of the Maker and the Payee.


 


14.           Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void; provided, however, that the foregoing shall not apply to an affiliate of the Payee who agrees to be bound to the
terms of this Note.


 



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15.           Conversion.


 


(a)           At
the Payee’s option, at any time and from time to time prior to payment in full of the principal balance of this Note, the Payee
may elect to convert all or any portion of the outstanding principal amount of this Note into that number of units (the “Conversion
Units”) equal to: (i) the portion of the principal amount of the Note being converted pursuant to this Section 15,
divided by (ii) $10.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction
related to the Common Stock occurring after the date hereof), rounded up to the nearest whole number. Each Conversion Unit shall consist
of one Class A common stock (the “Common Stock”) and one-half of one warrant (the “Conversion Warrants”)
and have the same terms and conditions as the private placement units issued by the Maker to the Payee pursuant to a private placement,
as described in Maker’s Registration Statement on Form S-1 (333-261201). The Common Stock included in the Conversion Units,
the Conversion Warrants, the shares of Common Stock underlying the Conversion Warrants and any other equity security of Maker issued or
issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
amalgamation, consolidation or reorganization (the “Conversion Securities”), shall be entitled to the registration
rights set forth in Section 16 hereof.


 


(b)           Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such
converted portion of this Note shall become fully paid and satisfied, (ii) without delaying the Maker’s requirement to deliver
Conversion Units in accordance with the immediately following clause (iii), the Payee shall surrender and deliver this Note to Maker or
such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly, but in any event
within two (2) business Days of a written conversion request by Payee, deliver a new duly executed Note to the Payee in the principal
amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered
Note, Maker shall deliver to Payee the Conversion Units, which shall bear such legends as are reasonably required, in the opinion of counsel
to Maker or by any other agreement between Maker and the Payee and applicable federal securities laws.


 


(c)           The
Maker shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon
conversion of this Note pursuant hereto, including, without limitation, any transfer taxes resulting from any transfer requested by the
Payee in connection with any such conversion.


 


16.           Registration
Rights.


 


(a)           Reference
is made to that certain Registration Rights Agreement between the Maker and the parties thereto, dated as of February 23, 2022 (the
 “Registration Rights Agreement”). In accordance with the Registration Rights Agreement and Maker’s Registration
Statement on Form S-1 (333-261201), the holders of the Conversion Units (or the Conversion Securities) are entitled to the registration
rights in the Registration Rights Agreement. All capitalized terms used in this Section 16 shall have the same meanings ascribed
to them in the Registration Rights Agreement.


 



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(b)           The
holders (“Holders”) of the Conversion Units (or the Conversion Securities) shall be entitled to Demand Registration
as set forth in Section 2.1 of the Registration Rights Agreement.


 


(c)           The
Holders shall also be entitled to include the Conversion Units (or the Conversion Securities) in Piggyback Registrations, which shall
be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement.


 


(d)           Except
as set forth above, the Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations set forth in
the Registration Rights Agreement as if the Conversion Units and the Conversion Securities were “Registrable Securities”
thereunder.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	CLEAN EARTH ACQUISITIONS CORP.




 


 


	 	By:
	 	 	/s/ Aaron T. Ratner
	 	 	Name: Aaron T. Ratner