Section 1.01 Entering into a Material Definitive Agreement.
Convertible promissory note, due
The principal and interest of the Bond may be converted in whole or in part at any time on or after the earliest of the following dates: (i) in the event of default or (ii) the date on which the Company makes a initial public offering and its listing on a national exchange (the “Up List Offering”), in ordinary shares of the Company, par value
(“Common Stock”), subject to anti-dilution adjustments and for certain other corporate actions subject to a 4.99% beneficial ownership limitation of Mast Hill and its affiliates. The conversion price per share at which the principal amount and accrued interest may be converted into ordinary shares is equal to
The foregoing does not purport to be a complete description of the rights and obligations of the parties under the Note and is qualified by reference to the Convertible Promissory Note filed as Exhibit 10.139 to this Current Report on Form 8-K.
The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill, as well as registration rights for Mast Hill.
The foregoing does not purport to be a complete description of the parties’ rights and obligations under the Note and is qualified by reference to the Securities Purchase Agreement filed as Exhibit 10.138 to this Current Report on Form 8-K.
The Company has issued to Mast Hill a five-year warrant (“Warrant”) to purchase 9,375,000 shares of common stock in connection with the transactions described above. The Warrant may be exercised, in whole or in part, on the earliest of the following dates: (i) on or after
The foregoing does not purport to be a complete description of the rights and obligations of the parties under the note and is qualified by reference to the retainer filed as Exhibit 10.140 to this current report on Form 8-K.
Item 9.01 Financial statement and supporting documents.
Exhibit No. Description 10.138 Form of Securities Purchase Agreement between
Clean Energy Technologies, Inc.and Mast Hill Fund, L.P.dated May 6, 2022. 10.139 Form of $750,000Convertible Promissory Note dated May 6, 2022. 10.140 Form of Warrant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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