Exhibit 10.1


 


Execution
Version


 


INSIDER LETTER AGREEMENT


 


February 23, 2022


 


Clean Earth Acquisitions
Corp. 


12600 Hill Country
Blvd, Building R, Suite 275 


Bee Cave, Texas
78738


 


Re:     Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), and Citigroup
Global Markets Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s
units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”),
each comprising 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 (each, a “Right”) and one-half
of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase
one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the
U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined
in paragraph 1 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Clean Earth Acquisitions Sponsor, LLC (the “Sponsor”)
and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”)
hereby agree with the Company as follows:


 


1. Definitions.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder
Shares” shall mean the 7,666,667 shares of Class B common stock of the Company, par value $0.0001 per share, outstanding
prior to the consummation of the Public Offering; (iii) “Private Placement Units” shall mean the units,
each consisting of one share of Common Stock (the “Private Placement Share”) and one-half of one warrant
to purchase shares of Common Stock of the Company at a price of $11.50 per share, subject to adjustment, (the “Private Placement
Warrant”) that will be acquired by the Sponsor for an aggregate purchase price of $8,000,000 (or up to $8,900,000 if the
Underwriters exercise their option to purchase additional Units), or $10.00 per Private Placement Unit, in a private placement that shall
close simultaneously with the consummation of the Public Offering (including Common Stock issuable upon conversion of the warrants contained
in the Private Placement Units); (iv) “Public Stockholders” shall mean the holders of Common Stock included
in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Common Stock included in
the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a
portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited; (vii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or
otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or
liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall
mean the Company’s Second Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.


 






     


     


    

 


2. Representations
and Warranties.


 


(a) The Sponsor and each
Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power,
without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement. Each Insider that is a Director or Officer represents
and warrants on behalf of himself or herself that she or he has the full right and power without violating any agreement to which it,
she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer),
to enter into this Letter Agreement to serve as an officer of the Company and/or a director on the Company’s Board of Directors
(the “Board”), as applicable, and each such Insider hereby consents to being named in the Prospectus, road show
and any other materials as an officer and/or director of the Company, as applicable.


 


(b) Each Insider that is
a natural person represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not
omit any material information with respect to such Insider’s background; and such Insider’s questionnaire furnished to the
Company is true and accurate in all material respects. Each such Insider represents and warrants that such Insider is not subject to or
a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to,
any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has
never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked.


 


3. Business Combination
Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself, herself or himself, agrees that if the
Company seeks stockholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business
Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable,
in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business
Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such stockholder approval.


 


4. Failure to Consummate
a Business Combination; Trust Account Waiver.


 


(a) The Sponsor and each
Insider that is a natural person hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to
consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each such Insider shall take
all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights
as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of
creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any
amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the
Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public
Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with
respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Stockholders with the
opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.


 






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(b) The Sponsor and each
Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind
in or to any monies held in the Trust Account of the Company as a result of any liquidation of the Company with respect to the Founder
Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder Shares and
Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation
of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such
Business Combination or a stockholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of
the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial
Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within
the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares
(although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company
fails to consummate a Business Combination within the required time period set forth in the Charter).


 


5. Lock-up; Transfer Restrictions.


 


(a) The Sponsor and the
Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest
of (A) one year after the completion of an initial Business Combination and (B) following the completion of an initial Business
Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other
property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business
Combination, the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after
the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b) The Sponsor and Insiders
agree that they shall not effectuate any Transfer of Private Placement Units, Private Placement Shares, Private Placement Warrants or
Common Stock underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination.


 


(c) Notwithstanding the
provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Units,
Private Placement Shares, Private Placement Warrants and Common Stock underlying the Private Placement Warrants are permitted (a) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members
or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case
of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member
of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified
domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement
or the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Units,
Private Placement Shares, Private Placement Warrants or Common Stock, as applicable, were originally purchased; (f) by virtue of
the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company
for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; or (i) in the event of the Company’s completion of
a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Stockholders having
the right to exchange their Common Stock for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however,
that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound
by these transfer restrictions.


 


(d) During the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representative, Transfer any Units, Common Stock, Warrants or any other securities convertible into,
or exercisable or exchangeable for, Common Stock held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 5(g) of
the Underwriting Agreement.


 






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6. Unvested Founder Shares.


 


(a) The Sponsor agrees
that upon and subject to the completion of the Business Combination (the “Business Combination Closing”), approximately
33% of the Founder Shares then held by the Sponsor (or held by transferees permitted by paragraph 5(c)) shall be considered to be newly
unvested shares, which shall vest only if the Share Price Level (as defined below) is achieved after the Business Combination Closing
but before the tenth anniversary of the Business Combination Closing.


 


(b) In the event the Share
Price Level (as defined below) is achieved before the first anniversary of the Business Combination Closing, the unvested Founder Shares
will vest on the first anniversary of the Business Combination Closing.


 


(b) The Sponsor agrees
that it shall not Transfer any unvested Founder Shares prior to the date such Founder Shares become vested, except to the extent permitted
by paragraph 5(c) or 6(c).


 


(c)  Founder Shares, if
any, that remain unvested at the tenth anniversary of the Business Combination Closing will be forfeited, and shall be transferred by
the Sponsor to the Company without any consideration for such transfer. For the avoidance of doubt, the Founder Shares owned by the individual
Insiders other than the Sponsor shall not be subject to vesting or forfeiture.


 


(d)  For purposes of this
paragraph 6, the “Share Price Level” will be considered achieved only if the closing price of the Common
Stock on the Nasdaq Capital Market (or other exchange or other market where the Common Stock is then traded) equals or exceeds $12.50
for any 20 trading days within a 30 trading day period on or after the first anniversary of the Business Combination Closing but before
the tenth anniversary of the Business Combination Closing. The Share Price Level will be equitably adjusted on account of any share split,
reverse share split or similar equity restructuring transaction.


 


(e) Notwithstanding the
foregoing, in the event the Company enters into a binding agreement on or before the tenth anniversary of the Business Combination Closing
with respect to a Sale (as defined below), all unvested Founder Shares shall vest on the day prior to the closing of such Sale. “Sale”
shall mean the occurrence of any of the following events (which, for the avoidance of doubt, shall not include the Business Combination):
(a) any person or any group of persons acting together which would constitute a “group” for purposes of Section 13(d) of
the Exchange Act or any successor provisions thereto is or becomes the beneficial owner, directly or indirectly, of securities of the
Company representing more than 50% of the combined voting power of the Company’s then outstanding voting securities, (b) there
is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation
of such merger or consolidation, either (x) the board of directors of the Company immediately prior to the merger or consolidation
does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is
a subsidiary, the ultimate parent thereof, or (y) the voting securities of the Company immediately prior to such merger or consolidation
do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities
of the person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof, or
(c) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated
an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Company of all or
substantially all of the assets of the Company and its subsidiaries, taken as a whole, other than such sale or other disposition by the
Company of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to an entity at least 50% of
the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions
as their ownership of the Company immediately prior to such sale.


 


7.  Remedies.
The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably
injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs
3, 4, 5, 6, 7, 11 and 12, (ii) monetary damages may not
be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in the event of such breach.


 






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8. Payments by the
Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of
the Company nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies
in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


9. Director and Officer
Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability
insurance, and each Insider that is a director or officer shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


10. Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the
liquidation of the Company.


 


11. Indemnification.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and
hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to,
any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services
rendered or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target
business with which the Company has discussed entering into a transaction agreement (a
 “Target”); provided, however, that such indemnification of the Company by the
Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered or
products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of
(i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the
liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each
case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims by a
third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such
waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to
defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written
receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such
defense.


 


12. Forfeiture of
Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days
from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the
Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares
will equal 25% of the sum of the total number of Common Stock and Founder Shares outstanding at such time. The Sponsor and Insiders further
agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a stock split, stock
dividend, reverse stock split or stock repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation
of the Public Offering in such amount as to maintain the number of Founder Shares at 25% of the sum of the total number of Common Stock
and Founder Shares outstanding at such time.


 


13. Entire Agreement.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


14. Assignment.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of
the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 






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15. Counterparts.
This Letter Agreement may be executed in any number of 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. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing (including any electronic signature covered by the U.S.
federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com).


 


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


 


17. Severability.
This Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. Governing Law.
This Letter 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. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


19. Notices. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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
facsimile transmission.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	CLEAN EARTH ACQUISITIONS SPONSOR, LLC
	 	 
	 	By:	/s/ Alex Greystoke
	 	Name: 	Alex Greystoke
	 	Title:	Managing Member


 


[Signature Page to Insider Letter Agreement]


  






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	 	/s/ Aaron T. Ratner 
	 	
    Aaron T. Ratner

    Chief Executive Officer



 


	 	
    /s/  Martha F. Ross

	 	
    Martha F. Ross

    Chief Financial Officer and Chief Operating Officer



 


	 	
    /s/  Nicholas Parker

	 	
    Nicholas Parker

    Director



 


	 	
    /s/ Candice Beaumont

	 	
    Candice Beaumont

    Director



 


	 	
    /s/ Bradford Allen

	 	
    Bradford Allen

    Director



 


	 	
    /s/ Michael R. Vahrenkamp

	 	
    Michael R. Vahrenkamp

    Director



 


[Signature Page to Insider Letter Agreement]


 






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Acknowledged and Agreed:


  


CLEAN EARTH ACQUISITIONS CORP.


 


	By:	/s/ Aaron
Ratner	 
	 	Name:	Aaron Ratner	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Insider Letter Agreement]


 






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