Exhibit 4.3


 


SPECIMEN WARRANT CERTIFICATE


 


[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:
	 	 	Title:



 


	 	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 [•], 2021 (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).