Exhibit 4.1


 


Execution Version


 


WARRANT AGREEMENT


 


CLEAN EARTH ACQUISITIONS CORP.


 


and


 


AMERICAN STOCK TRANSFER & TRUST COMPANY


 


February 23, 2022


 


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”).


 


WHEREAS, it is proposed that the Company enter
into that certain Subscription Agreement with Clean Earth Acquisitions Sponsor, LLC, a Delaware limited liability company (the “Sponsor”),
pursuant to which the Sponsor will purchase an aggregate of 800,000 private placement units (or up to 890,000 private placement units
if the underwriters in the Offering (defined below) exercise their Option to Purchase Additional Units (as defined below) in full) of
the Company’s equity securities (the “Private Placement Units”), which will include an aggregate of 800,000
shares of Class A Common Stock of the Company (or up to 890,000 shares of Class A Common Stock of the Company if the underwriters
in the Offering exercise their Option to Purchase Additional Units in full) (the “Private Placement Shares”)
and 400,000 warrants (or up to 445,000 warrants if the underwriters in the Offering exercise their Option to Purchase Additional Units),
issued simultaneously with the closing of the Offering (and the closing of the Option to Purchase Additional Units, if applicable) and
bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”), at
a purchase price of $10.00 per Private Placement Unit. Each Private Placement Warrant entitles the holder thereof to purchase one share
of Common Stock (as defined below) at a price of $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or
similar business combination, involving the Company and one or more businesses (a “Business Combination”), the
Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000
Private Placement Units at a price of $10.00 per Private Placement Unit, each of which will include one Private Placement Share and one-half of
one Private Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Class A Common Stock (the “Public Shares”) of the Company, one right to receive one-tenth
(1/10) of one Class A Common Stock of the Company of the Company upon the consummation of an initial business combination (the “Rights”)
and one-half of one Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 11,500,000 redeemable warrants (including up to 1,500,000 redeemable warrants subject to the
Option to Purchase Additional Units) to public investors in the Offering (the “Public Warrants” and, together
with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase
one share Class A Common Stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50
per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be
able to exercise any fraction of a Warrant; and


 






     


     


    

 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-261201
(the “Registration Statement”) and a prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Rights, the Public Warrants,
the shares of Common Stock included in the Units, the shares of Common Stock issuable upon exercise of the Rights and the shares of Common
Stock issuable upon exercise of the Public Warrants; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the
form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of
rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The
Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant
shall initially be issued in registered form only.


 


2.2 Effect of Countersignature. If
a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register. The Warrant Agent
shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”)
(such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make
its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other
arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have
the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to
the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the
Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A.


 






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Physical certificates, if issued, shall be signed
by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief
Operating Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant
is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2 Registered Holder. Prior to due
presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name
such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant
and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4 Detachability of Warrants. The
Common Stock, Rights and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus
or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally
open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such
date, or earlier (the “Detachment Date”) with the consent of Citigroup Global Markets Inc., but in no event
shall the shares of Common Stock, Rights and the Public Warrants comprising the Units be separately traded until (A) the Company
has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters
of their right to purchase additional Units in the Offering (the “Option to Purchase Additional Units”), if
the Option to Purchase Additional Units is exercised prior to the filing of the Current Report on Form 8-K, and (B) if
the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company issues a press release announcing when
such separate trading shall begin.


 


2.5 Fractional Warrants. The Company
shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share of Common Stock, one Right
and one-half of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of
Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants
to be issued to such holder.


 


2.6 Private Placement Warrants. The
Private Placement Warrants shall be identical to the Public Warrants, except that (i) the Private Placement Warrants may be exercised
for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement
Warrants (and shares of Common Stock issuable upon exercise of the Private Placement Warrants) may be subject to certain transfer restrictions
contained in the letter agreement by and among the Company, the Sponsor and any other parties thereto, as amended from time to time, including
that any permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
contained in such letter agreement, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof.
The Private Placement Warrants shall not become Public Warrants as a result of any transfer of the Private Placement Warrants, regardless
of the transferee.


 






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3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each whole Warrant
shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof
and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent
permitted or required hereunder) described in the prior sentence at which shares of Common Stock may be purchased at the time a Warrant
is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below)
for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange
on which the Warrants are listed or applicable law); provided that the Company shall provide at least five (5) days’
prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall be identical
among all of the Warrants.


  


3.2 Duration of Warrants. A
Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later
of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination, and
(ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the
earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the
Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s
amended and restated certificate of incorporation, as amended from time to time, if the Company fails to complete a Business
Combination, and (z) other than with respect to the Private Placement Warrants, 5:00 p.m., New York City time on the Redemption
Date (as defined below) as provided in Section 6.2 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective
registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to a Private Placement Warrant) in the event of a redemption (as set forth
in Section 6 hereof), each Warrant (other than a Private Placement Warrant in the event of a redemption) not
exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this
Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the
duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty
(20) days’ prior written notice of any such extension to Registered Holders of the Warrants
and, provided further that any such extension shall be identical in duration among all the
Warrants.


 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the provisions
of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its
corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant
represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records
of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to
the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common
Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) the payment in full of the Warrant Price for each share of Common Stock as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Stock
and the issuance of such Common Stock, as follows:


 


(a) in lawful money of the United States, in
good certified check or good bank draft payable to the order of the Warrant Agent;


 






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(b) in the event of a redemption pursuant to Section 6.1 hereof
in which the Company’s board of directors (the “Board”) has elected to require all holders of the Public
Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the
Public Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection
3.3.1(b), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1,
the “Fair Market Value” shall mean the volume-weighted average price of the Common Stock as reported during the ten trading
day period ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants pursuant
to Section 6.2 hereof;


  


(c) with respect to any Private Placement Warrant,
by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”
(as defined in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely
for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last
reported sale price of the Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of
exercise of the Private Placement Warrant is sent to the Warrant Agent; or


 


(d) as provided in Section 7.4 hereof.


 


3.3.2 Issuance of Shares of Common Stock
on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price
(if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry
position or certificate, as applicable, for the number of shares of Common Stock to which he, she or it is entitled, registered in such
name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position
or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a
Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect
to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, or a valid
exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common
Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise have been registered, qualified
or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder
of the Warrants. For the avoidance of doubt, in no event will the Company be required to net cash settle the Warrant exercise. Subject
to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number
of shares of Common Stock. The Company may require holders of Public Warrants to settle their Public Warrants on a “cashless basis”
pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company
shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


3.3.3 Valid Issuance. All shares of Common
Stock issued upon the proper exercise of a Warrant in conformity with this Agreement and the amended and restated certificate of incorporation
of the Company and shall be validly issued, fully paid and nonassessable.


 


3.3.4 Date of Issuance. Each person in
whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for all purposes be deemed
to have become the holder of record of such shares of Common Stock on the date on which the Warrant, or book-entry position representing
such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the
case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the
Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares of
Common Stock at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.


 






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3.3.5 Maximum Percentage. A holder of
a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant,
and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8%
or such other amount as a holder may specify (the “Maximum Percentage”), of the shares of Common Stock outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock
beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number
of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the
Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any
other notice by the Company or American Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer
Agent”), setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request
of the holder of the Warrant, the Company shall, within two Business Days, confirm orally and in writing to such holder the number of
shares of Common Stock then outstanding. In any case, the number of issued and outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date
as of which such number of issued and outstanding shares of Common Stock was reported. By written notice to the Company, the holder of
a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified
in such notice; provided, however, that any such increase shall not be effective until the 61st day after such
notice is delivered to the Company.


 


4. Adjustments.


 


4.1 Stock Dividends.


 


4.1.1 Split-Ups. If after the date hereof,
and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Common Stock
is increased by a stock dividend of shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then,
on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common Stock. A rights offering
made to all holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Historical
Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product
of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied by (ii) one minus the quotient
of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For
purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares
of Common Stock, in determining the price payable for shares of Common Stock, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market
Value” means the volume weighted average price of the Common Stock during the ten trading day period ending on the trading
day prior to the first date on which the Common Stock trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.


 






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4.1.2 Extraordinary Dividends. If the
Company, at any time while the Warrants are outstanding and unexpired, pays to all holders of the Common Stock a dividend or make a distribution
in cash, securities or other assets on account of such Common Stock (or other shares into which the Warrants are convertible), other than
(a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy
the redemption rights of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy
the redemption rights of the holders of the Common Stock in connection with a stockholder vote to amend the Company’s amended and
restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does
not complete its initial Business Combination within the time period required by the Company’s amended and restated certificate
of incorporation, as amended from time to time, or (ii) with respect to any other provision relating to stockholders’ rights
or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure
of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event
being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined
by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.
For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash
distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions
paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the
extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant
Price or to the number of shares of Common Stock issuable on exercise of each Warrant).


 


4.2 Aggregation of Shares. If after
the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding shares
of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other
similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued
and outstanding shares of Common Stock.


 


4.3 Adjustments in Exercise Price.
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall
be the number of shares of Common Stock so purchasable immediately thereafter.


 






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4.4 Raising of the Capital in Connection
with the Initial Business Combination. If (x) the Company issues additional shares of Common Stock or equity-linked securities
for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price
of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board
and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B Common Stock, par
value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the
Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of
Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial
Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption
trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Market Value and the Newly Issued Price. If the adjustment in the immediately preceding sentence would otherwise result in an increase
in the Warrant Price (as adjusted for share splits, share dividends, recapitalizations, extraordinary dividends and similar events) hereunder,
no adjustment shall be made.


 


4.5 Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock
(other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the
par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another
corporation (other than a merger or consolidation in which the Company is the continuing corporation and that does not result in any
reclassification or reorganization of the issued and outstanding shares of Common Stock), or in the case of any sale or conveyance
to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares, other equity securities or property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if
such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the Common Stock were entitled
to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such merger or
consolidation, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each
Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders
of the Common Stock in such merger or consolidation that affirmatively make such election, and (ii) if a tender, exchange or
redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or
redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the
Company’s amended and restated certificate of incorporation or as a result of the redemption of shares of Common Stock by the
Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances
in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the
meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or
associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of
which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
Act) securities representing more than 50% of the aggregate voting power, including the power to vote on the election of directors
of the Company, of the issued and outstanding equity securities of the Company, the holder of a Warrant shall be entitled to receive
as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been
entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer,
accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the
adjustments provided for in this Section 4; provided further that if less than 70% of
the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of common stock in
the successor entity that is listed for trading on a national securities exchange or is quoted in an
established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if
the Registered Holder properly exercises the Warrant within 30 days following the public disclosure of the consummation of such
applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price
shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the
Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means (i) for
Public Warrants, the value of a Public Warrant immediately prior to the consummation of the applicable event based on the
Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends)
(“Bloomberg”) and (ii) for Private Placement Warrants, the value of a Private Placement Warrant
immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for an uncapped American Call
on Bloomberg, in each case, as calculated by an accounting, appraisal, investment banking firm or consultant of nationally
recognized standing that is, in the good faith judgment of the Board, qualified to make such calculation. For purposes of
calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of
each share of Common Stock shall be the volume weighted average price of the Common Stock during the ten trading day period ending
on the trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be the 90 day
volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the
announcement of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate
for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the
consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock,
and (ii) in all other cases, the volume weighted average price of the Common Stock during the ten trading day period ending on
the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a
change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant
to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.5. The
provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share
issuable upon exercise of such Warrant.


 






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4.6 Notices of Changes in Warrant.
Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3, 4.4, 4.5 or 4.9, the Company shall
give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the
Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.


 


4.7 No Fractional Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common Stock upon the exercise
of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the
nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.8 Form of Warrant. The form
of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant
to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change
in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9 Other Events. In case any event
shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4 are
strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on
the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent registered public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9 as
a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in
a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and Exchange of Warrants.


 


5.1 Registration of Transfer. The
Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of
such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.


 


5.2 Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein
or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another
nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case, initially, of the Private Placement
Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a
restrictive legend.


 






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5.3 Fractional Warrants. The Warrant
Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate
or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4 Service Charges. No service charge
shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer of Warrants. Prior to
the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included,
and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit
on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing,
the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
Date.


 


6. Redemption.


 


6.1 Redemption of Public Warrants for
Cash. Not less than all of the outstanding Public Warrants may be redeemed for cash, at the option of the Company, at any time during
the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Public Warrants, as described in Section 6.2 below,
at a Redemption Price of $0.01 per Public Warrant, provided that (a) the Reference Value (as defined below) equals
or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) either (i) there
is an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants,
and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below),
or (ii) the Company has elected to require the exercise of the Public Warrants on a “cashless basis” pursuant to subsection
3.3.1(b) hereof.


 


6.2 Date Fixed for, and Notice of, Redemption;
Redemption Price; Reference Value. In the event that the Company elects to redeem the Public Warrants pursuant to Section 6.1,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed
by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date (the period lasting from such
time until the Redemption Date, the “30-day Redemption Period”) to the Registered Holders
of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.
As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants
are redeemed pursuant to Section 6.1 and (b) “Reference Value” shall mean the last
reported sale price of the shares of Common Stock for any 20 trading days within the 30 trading day period ending on the third trading
day prior to the date on which notice of the redemption is given.


 


6.3 Exercise After Notice of Redemption.
The Public Warrants may be exercised for cash (or, if the Company has elected to require exercise on a “cashless basis” in
accordance with subsection 3.3.1(b) of this Agreement, on such “cashless basis”) at any time after notice
of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date.
In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1(b), the notice of redemption shall contain the information necessary to calculate the number
of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is
defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Public
Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the Redemption Price.


 






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7. Other Provisions Relating to Rights
of Holders of Warrants.


 


7.1 No Rights as Stockholder. A Warrant
does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders
in respect of the meetings of stockholders or the election of directors of the Company or any other matter.


 


7.2 Lost, Stolen, Mutilated, or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity
or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation of Common Stock. The
Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Common Stock; Cashless
Exercise at Company’s Option.


 


7.4.1 Registration of Common Stock. The
Company agrees that as soon as practicable, but in no event later than 20 Business Days after the closing of its initial Business Combination,
it shall use its commercially reasonable efforts to file with the Commission a registration statement (which may be, at the election of
the Company, a post-effective amendment to the Registration Statement) for the registration, under the Securities Act, of the shares of
Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the 60th Business Day following the closing of the Business Combination, holders of the Public Warrants shall have the right,
during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants, to exercise such Public Warrants
on a “cashless basis,” by, subject to subsection 7.4.3, exchanging the Public Warrants (in accordance with
Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the excess
of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value. Solely for purposes
of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the
shares of Common Stock as reported during the ten trading day period ending on the trading day prior to the date that notice of exercise
is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless
exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company
(which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Public Warrants on a “cashless
basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the
shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is
not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required
to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of
the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations
under the first three sentences of this subsection 7.4.1.


 






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7.4.2 Cashless Exercise at Company’s
Option. If the Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company
may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and
(ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares
of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.


 


7.4.3 Notwithstanding the forgoing, if at any time
pursuant to this Agreement the Public Warrants may be exercised on a “cashless basis” pursuant to both (i) subsection
3.3.1(b) hereof and (ii) this Section 7.4, exercise of the Public Warrants must be completed pursuant to subsection
3.3.1(b) hereof.


 


8. Concerning the Warrant Agent and Other
Matters.


 


8.1 Payment of Taxes. The Company
shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares of Common Stock.


 


8.2 Resignation, Consolidation, or Merger
of Warrant Agent.


 


8.2.1 Appointment of Successor Warrant Agent.
The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving 60 days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the
Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation or other entity organized and existing under the laws of the State of New York, in good standing and having its
principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 






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8.2.2 Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and
the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3 Merger or Consolidation of Warrant
Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any
merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without
any further act.


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company agrees
to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations
under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.


 


8.3.2 Further Assurances. The Company
agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the
provisions of this Agreement.


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by
the Chief Executive Officer, the Chief Financial Officer, the President, the Chief Operating Officer, the General Counsel or the Secretary
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity. The Warrant Agent shall
be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
Agent’s gross negligence, willful misconduct, fraud or bad faith.


 





8.4.3 Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions
of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant
or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and nonassessable.


 






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8.5 Acceptance of Agency. The Warrant
Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set
forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all monies received by the Warrant Agent for the purchase of Common Stock through the exercise of the Warrants.


 


8.6 Waiver. The Warrant Agent has
no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by
and between the Company and American Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives
any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1 Successors. All the covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.


 


9.2 Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:


 


Clean Earth Acquisitions Corp. 


12600 Hill Country Blvd, Building R, Suite 275 


Bee Cave, Texas 78738 


Attn: Aaron Ratner 


Email: aaron@mightyskyllc.com


 


with a copy to:


 


Proskauer Rose LLP 


2029 Century Park East, Suite 2400 


Los Angeles, California 90067 


Attn: Will Chuchawat 


Email: wchuchawat@proskauer.com


 


Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice,
postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


American Stock Transfer & Trust Company 


6201 15 Avenue 


Brooklyn, NY 11219 


Attn: AST Shareholder Services


 






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9.3 Applicable Law and Exclusive Forum. The
validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State
of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for
any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any
liability or duty created by the Exchange Act or any other claim for which the federal district courts of the Borough of Manhattan, City
and State of New York, are the sole and exclusive forum.


 


Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3.
If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of New York
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 


9.4 Persons Having Rights under this Agreement.
Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties
hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders
of the Warrants.


 


9.5 Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America,
for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant
for inspection by the Warrant Agent.


 


9.6 Counterparts. This Agreement may
be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect of Headings. The section
headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 





 






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9.8 Amendments. This Agreement may
be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or correcting
any mistake, including conforming the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in
the Prospectus, or defective provision contained herein, (ii) removing or reducing the Company’s ability to redeem the Public
Warrants, or (iii) adding or changing any provisions with respect to matters or questions arising under this Agreement as the parties
may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement
in any material respect. This Agreement may be amended by the parties hereto with the vote or written consent of the Registered Holders
of at least 50% of the then outstanding Public Warrants and Private Placement Warrants, voting together as a single class, to allow for
the Warrants to be or continue to be, as applicable, classified as equity in the Company’s financial statements. All other modifications
or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period, (a) with respect
to the terms of the Public Warrants or any provision of this Agreement with respect to the Public Warrants, shall require the vote or
written consent of the Registered Holders of at least 50% of the then outstanding Public Warrants and (b) with respect to the terms
of the Private Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants shall require the
vote or written consent of at least 50% of the then outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company
may lower the Warrant Price or extend the duration of the Exercise Period pursuant to and in accordance with Sections 3.1 and 3.2,
respectively, without the consent of the Registered Holders.


 


9.9 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


Exhibit A Form of Warrant Certificate 


Exhibit B Legend — Private Placement Warrants


 






     16


     


    

 





Execution Version


 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	 	CLEAN EARTH ACQUISITIONS CORP.
	 	 	 
	 	By:	
    /s/ Aaron T. Ratner

	 	 	Name: Aaron T. Ratner
	 	 	Title: Chief Executive Officer
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant
Agent
	 	 	 
	 	By:	
    /s/ Barbara J. Robbins

	 	 	Name: Barbara J. Robins
	 	 	Title: Sr. Vice President


 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A





 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO 


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR 


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


Clean Earth Acquisitions Corp.  


Incorporated Under the Laws of the State of Delaware


 


CUSIP [·]


 


Warrant Certificate


 


This
Warrant Certificate certifies that             , or registered
assigns, is the registered holder of             warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Class A common stock, $0.0001 par value (“Class A Common
Stock”), of Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company
that number of fully paid and nonassessable shares of Class A Common Stock as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable share of Class A Common Stock. Fractional shares shall not be issued upon exercise of
any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Class A
Common Stock, the Company shall, upon exercise, round down to the nearest whole number the number of shares of Class A Common Stock
to be issued to the Warrant holder. The number of shares of Class A Common Stock issuable upon exercise of the Warrants is subject
to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Exercise Price per share of Class A
Common Stock for any Warrant is equal to $11.50. The Exercise Price is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.


  


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 






     


     


    

 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed by
and construed in accordance with the internal laws of the State of New York.


 





	 	CLEAN EARTH ACQUISITIONS CORP.
	 	 
	 	By:	 
	 	 	Name: Aaron T. Ratner
	 	 	Title: Chief Executive Officer
	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  






     


     


    

 


[Form of Warrant
Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Class A
Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of January 19, 2022 (the
 “Warrant Agreement”), duly executed and delivered by the Company to American Stock Transfer &
Trust Company, a New York limited liability company, with offices at 6201 15 Avenue, Brooklyn, New York 11219, as warrant agent (the
 “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or
 “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the
Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together
with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby, the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (a) (i) a registration statement
covering the issuance of the shares of Class A Common Stock to be issued upon exercise is effective under the Securities Act and
(ii) a prospectus thereunder relating to the shares of Class A Common Stock is current, (b) through “cashless
exercise” as provided for in the Warrant Agreement or (c) the shares of Class A Common Stock to be issued upon
exercise may be issued pursuant to an exemption from registration under the Securities Act.


 


The Warrant Agreement provides that upon the occurrence
of certain events the number of shares of Class A Common Stock issuable upon exercise of the Warrants set forth on the face hereof
may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional
interest in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of
Class A Common Stock to be issued to the holder of the Warrant.


 






     


     


    

 


Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection
therewith.


  


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






     


     


    

 


Election to Purchase 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive                 
shares of Class A Common Stock and herewith tenders payment for such shares of Class A Common Stock to the order of Clean Earth
Acquisitions Corp. (the “Company”) in the amount of $                
in accordance with the terms hereof. The undersigned requests that a             certificate
for such shares of Class A Common Stock be registered in the name of                 ,
whose address is                  and that such shares
of Class A Common Stock be delivered to                 
      whose address is                 .
If said number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock
be registered in the name of                 , whose address
is                and that such Warrant Certificate be delivered to                 ,
whose address is                 .


 


In the event that the Warrant is a Public Warrant
that is to be exercised on a “cashless” basis as required by the Company pursuant to Section 6.1 of
the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(b) of the Warrant Agreement.


 


In the event that the Warrant is a Private Placement
Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement,
the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is a Public Warrant
that is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the
number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of
the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Class A Common Stock that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares
of Class A Common Stock. If said number of shares is less than all of the shares of Class A Common Stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such shares of Class A Common Stock be registered in the name of                 ,
whose address is                and that such Warrant Certificate be delivered
to                 , whose address is                 .


 


[Signature Page Follows]









 






     


     


    

 


	Date:                        , 20	 	 
	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	

	 	 	(Tax Identification Number)
	Signature Guaranteed:	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 






     


     


    

 


EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT (THE “LETTER AGREEMENT”)
BY AND AMONG CLEAN EARTH ACQUISITIONS CORP. (THE “COMPANY”), CLEAN EARTH ACQUISITIONS SPONSOR, LLC AND THE OTHER PARTIES THERETO,
THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH THE
COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO
A PERMITTED TRANSFEREE (AS DESCRIBED IN SECTION 2(c) OF THE LETTER AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT
TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED HEREBY AND CLASS A COMMON STOCK OF THE COMPANY
ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED
BY THE COMPANY.


 


	NO.	WARRANT