Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


	
    NUMBER

    U-___________
	 	UNITS
	 	 	 
	SEE REVERSE FOR

CERTAIN DEFINITIONS	CLEAN EARTH ACQUISITIONS CORP.	 


 


CUSIP [●]


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND


ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE
WARRANT ENTITLING THE HOLDER TO 

PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS CERTIFIES THAT
______________________________________________________________


 


is the owner of _____________________________________________________________________
Units.


 


Each Unit (“Unit”) consists
of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Clean Earth Acquisitions
Corp., a Delaware corporation (the “Company”), and one-half of one redeemable warrant (“Warrant”).
Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Only whole
Warrants are exercisable. Each whole Warrant will become exercisable thirty (30) days after the Company’s completion of a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses
(each, a “Business Combination”) and will expire unless exercised before 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, or earlier upon redemption
or liquidation (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate
are not transferable separately prior to             , 2021, unless Citigroup
Global Markets Inc. elects to allow separate trading earlier, subject to the Company’s filing of a Current Report on Form 8-K with
the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds
of the Company’s initial public offering and issuing a press release announcing when separate trading will begin. No fractional
Warrants will be issued upon separation of the Units. The terms of the Warrants are governed by a Warrant Agreement, dated as of             ,
2021, between the Company and American Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 6201 15th Avenue, Brooklyn, New York 11219, and are available to any Warrant
holder on written request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


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


 


Witness the facsimile signature of a duly authorized
signatory of the Company.


 


	 	 	 	 
	 	Authorized Signatory	 	Transfer Agent


 






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Clean Earth Acquisitions Corp.


 


The Company will furnish without charge to each
unitholder who so requests, a statement of the powers, designations, preferences, and relative, participating, optional, or other special
rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights.


 


The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM –	as tenants in common	UNIF GIFT MIN ACT -	 	Custodian	 
	TEN ENT –	as tenants by the entireties	 	(Cust)	 	(Minor)
	JT TEN –	as joint tenants with right of survivorship	under Uniform Gifts to Minors
	 	and not as tenants in common	Act	 	 
	 	 	 	(State)	 


 


Additional abbreviations may
also be used though not in the above list.


 


For value received, ___________________________
hereby sell(s), assign(s), and transfer(s) unto


 


	
    PLEASE INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING NUMBER OF ASSIGNEE
	 
	 	 
	 	 
	 	 


 


	 	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)	 
	 	 
	 	 
	 	 
	 	 


 


	 	 Units


represented by the within Certificate, and do hereby irrevocably
constitute and appoint


 


	 	 Attorney





to transfer the said Units on the books of
the within named Company with full power of substitution in the premises.


 


Dated ____________________


 


	 	 	 
	 	Notice: 	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


	 	 
	THE SIGNATURE(S) MUST 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 (OR ANY SUCCESSOR RULE)).


 






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As more fully described in, and subject to the
terms and conditions described in, the Company’s final prospectus for its initial public offering dated           , 2021, the holder(s) of
this certificate shall be entitled to receive a pro rata portion of certain funds held in the trust account established in connection
with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in
the Company’s initial public offering and liquidates because it does not consummate an initial business combination by the date
set forth (the “Last Date”) in the Company’s Second Amended and Restated Certificate of Incorporation, as the same may
be amended from time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial
public offering properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the
Company’s obligation to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date
or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity,
or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection with
a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination)
setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.


 






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