Section 1.01 Entering into a Material Definitive Agreement.

On May 6, 2022, Clean Energy Technology, Inc.a Nevada corporation (the “Company”), entered into a securities purchase agreement with Mast Hill, LP (Mast Hill”) pursuant to which the Company issued to Mast Hill a $750,000
Convertible promissory note, due May 6, 2023 (the “Ticket”) for a purchase price of $675,000.00 plus an initial issue discount in the amount of $75,000.00and an interest rate of fifteen percent (15%) per annum.

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 $0.001
(“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 $0.025 However, if the Company carries out the Up List Offering no later than November 2, 2022, then the conversion price will be equal to 75% of the offer price per ordinary share (or units) as defined in the Offer Up List. In the event of default, the Note will become immediately due and payable and the Company will be required to pay a default interest rate of 15% per annum. If the Company issues an equity security or a security convertible into common shares after the date of issue of the note, the conversion price of the note will be reduced to that price. Certain existing convertible debt is excluded from these anti-dilution provisions. At any time prior to an Event of Default, the Note may be redeemed by the Company at a premium of 115%. The note contains the usual representations, warranties and undertakings of the Company.

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 November 2, 2022 or (ii) the date on which the Company makes an Up List Offering. The exercise price of the Warrant is $0.04 per share, however, only if the Company makes an Up List Offer no later than November 2, 2022, then the exercise price is equal to 120% of the offer price per ordinary share (or unit) as defined in the Up List Offer. If (i) the date of an exercise notice is on or after November 2, 2022 and (ii) the price per share of the common stock is greater than the exercise price, then unless there is an unexpired effective registration statement, the warrant is exercisable on a one-to-one basis. cashless exercise.

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 $750,000 Convertible 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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