Exhibit 10.2


 


Execution Version


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-261201 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists 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 of the Company upon the consummation of an initial
business combination and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share
of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named therein;
and


 


WHEREAS, as described in the
Prospectus, $202,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting
Agreement) (or $232,300,000 if the Underwriters’ option to purchase additional Units is exercised in full) will be delivered to
the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters’ option to purchase additional Units
is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1. Agreements and
Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in
trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United
States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more)
in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b) Manage, supervise and
administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of Rule 2a-7(d) promulgated under the Investment Company Act of 1940, as amended (or any successor
rule), which invest only in direct U.S. government treasury obligations, as determined by the Company, it being understood that the Trustee
has no obligation to monitor or question the Company’s determination that an investment is in compliance with the foregoing clause;
the Company shall not instruct the Trustee to invest in any other securities or assets, it being understood that the Trust Account will
earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank
credits or other consideration;


 






     


     


    

 


(d) Collect and receive,
when due, all principal, interest or other income arising from the Property, which shall become part of the Property, as
such term is used herein;


 


(e) Promptly notify the
Company and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the
Company’s financial statements by the Company’s auditors;


 


(g) Participate in any
plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company
to do so;


 


(h) Render to the Company
monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust
Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as
either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief
Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed
in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 15
months after the closing of the Offering (or 18 months after the closing of the Offering if extended in full as described in the
Prospectus) and (2) such later date as may be approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee
prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to
pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date;


 


(j) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C,
withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to
cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company
shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not
sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as
shall be designated by the Company in writing to make such distribution, , so long as there is no reduction in the principal amount per
share initially deposited in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the written request
by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company
(it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the
Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D,
the Trustee shall distribute to the remitting brokers on behalf of Public Stockholders redeeming Common Stock the amount required to pay
redeemed Common Stock from Public Stockholders pursuant to the Company’s amended and restated certificate of incorporation; and


  


(l) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j) or 1(k) above.


 






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2. Agreements and
Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized
officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other
proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of
or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for
expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this Section 2(b), the Trustee shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of
counsel, which consent shall not be unreasonably withheld. The Trustee shall not agree to settle any Indemnified Claim without the prior
written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with
its own counsel;


 


(c) Pay the Trustee the
fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until a Business Combination (as defined below) is consummated. The Company shall pay the
Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund
to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and
as may be provided in Section 2(b) hereof;


 


(d) In connection with
any vote of the Company’s stockholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or
similar business combination involving the Company and one or more businesses (a “Business Combination”), provide
to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders
regarding such Business Combination;


 


(e) Provide the Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed
between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in
connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid
directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held
in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee
to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement;


 






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(h) If the Company
seeks to amend any provisions of its amended and restated certificate of incorporation (A) to modify the substance or timing of
the Company’s obligation to provide holders of the Common Stock the right to have their shares redeemed in connection with the
Company’s initial Business Combination or to redeem 100% of the Common Stock if the Company does not complete its initial
Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights
of holders of the Common Stock (in each case, an “Amendment”), the Company will provide the Trustee with a
letter (an “Amendment Notification Letter”) in the form of Exhibit D providing
instructions for the distribution of funds to Public Stockholders who exercise their redemption option in connection with such
Amendment; and


 


(i) Within five (5) business
days after the Underwriters exercise their option to purchase additional Units (or any unexercised portion thereof) or such option to
purchase additional Units expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3. Limitations of
Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which
is expressly set forth herein;


 


(b) Take any action with
respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to
any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, and in no event
shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result
of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment
instruction;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Change the investment
of any Property, other than in compliance with Section 1 hereof;


 


(e) Refund any depreciation
in principal of any Property;


 


(f) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h) Verify the accuracy
of the information contained in the Registration Statement;


 


(i) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 






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(j) File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare, execute and
file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the
Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations,
except pursuant to Section 1(j) hereof; or


 


(l) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver.
The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any
monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof,
the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or
any monies in the Trust Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to
locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and
upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the
Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the
Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the
Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b) This Agreement 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. This Agreement may be executed in
several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 






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(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof
(which sections may not be modified, amended or deleted without the affirmative vote of a majority of the then outstanding Common Stock
and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class; provided that no
such amendment will affect any Public Stockholder who has properly elected to redeem his or her Common Stock in connection with a stockholder
vote to amend this Agreement to modify the substance or timing of the Company’s obligation to provide for the redemption of the
Common Stock in connection with an initial Business Combination or an Amendment or to redeem 100% of its Common Stock if the Company does
not complete its initial Business Combination within the time frame specified in the Company’s amended and restated certificate
of incorporation), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of
resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES
THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


if to the Trustee, to:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219

Attn: Relationship Management

Email: admin12@astfinancial.com


 


if to the Company, to:


 


Clean Earth Acquisitions Corp.

12600 Hill Country Blvd


Building R, Suite 275


Bee Cave, Texas 78738


Attn: Martha Ross, CEO

E-mail: aaron@mightyskyllc.com


 


in each case, with copies to:


 


Proskauer Rose LLP


2029 Century Park East, Suite 2400


Los Angeles, California 90067


Attn: Will Chuchawat


Email: wchuchawat@proskauer.com


 


and


 


Citigroup Global Markets Inc.


388 Greenwich Street

New York, New York 10013

Attention: General Counsel


Facsimile No.: 1-646-291-1469


 






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and


Baker Botts LLP LLP

910 Louisiana Street


Houston, TX 77002-4995


Attn:        Douglas V. Getten


 Travis J. Wofford


E-mail:    doug.getten@bakerbotts.com


  travis.wofford@bakerbotts.com


 


(f) Each of the Company and the Trustee hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the
joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(h) This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(i) Each of the Company
and the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third-party beneficiary of this
Agreement.


 


(j) Except as specified
herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee
	 	 
	 	By:	/s/
    Barbara J. Robbins 
	 	Name:	 Barbara J. Robbins
	 	Title:	 Sr. Vice President
	 	 
	 	CLEAN EARTH ACQUISITIONS CORP.
	 	 
	 	By:	 /s/ Aaron
    Ratner             
	 	Name: 	Aaron Ratner
	 	Title:	Chief Executive Officer


 


[Signature Page to Investment Management
Trust Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	[4,000]	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	[8,000]	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j), and 1(k)	 	Billed by Trustee to Company under Section 1	 	$	[150]	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	[Prevailing Rates]	 



 






     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Attn: Relationship Management


 


	 	Re:	Trust Account - Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Clean Earth Acquisitions Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of February 23, 2022 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with ___________ (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or
such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in
the Trust Account will be immediately available for transfer to the account or accounts that the Representative (with respect to the Deferred
Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in
said trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative will earn
any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and
(ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized
officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders,
if a vote is held and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of
the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Clean Earth Acquisitions Corp.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	Citigroup Global Markets Inc.


 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Attn: Relationship Management


 


	 	Re:	Trust Account - Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Clean Earth Acquisitions Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of February 23, 2022 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate
of incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ____________, 20___ and to transfer
the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders.
The Company has selected __________ as the effective date for the purpose of determining when the Public Stockholders will be entitled
to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as
Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust
Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any
payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Clean Earth Acquisitions Corp.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	Citigroup Global Markets Inc.


 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Attn: Relationship Management


 


	 	Re:	Trust Account - Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Clean Earth Acquisitions Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of February 23, 2022 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $___________ of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Clean Earth Acquisitions Corp.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	Citigroup Global Markets Inc.


 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Attn: Relationship Management


 


	 	Re:	Trust Account - Stockholder Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Clean Earth Acquisitions Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of February 23, 2022 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company’s stockholders $___________ of the principal
and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


Pursuant to Section 1(k) of
the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[●] of the proceeds
of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the stockholders that have requested
redemption of their shares in connection with such Amendment.


 


	 	Very truly yours,
	 	 
	 	Clean Earth Acquisitions Corp.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	Citigroup Global Markets Inc.