CETY Clean Energy Technologies Inc (QB)

Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2022, Clean Energy Technology, Inc., a Nevada corporation (the “Company”), closed a transaction pursuant to a Securities Purchase Agreement with Jefferson Street Capital, LLC (“Jefferson”) pursuant to which the Company issued to Jefferson a $138,888.88 Convertible Promissory Note, due August 5, 2023 (the “Note”) for a purchase price of $125,000.00 plus an original issue discount in the amount of $13,888.88, and an interest rate of fifteen percent (15%) per annum.

The principal and interest of the Note may be converted in whole or in part at any time on or following the earlier of (i) upon an event of default or (ii) the date that the Company consummates an IPO and up listing to a national exchange (the “Up List Offering”), into common stock of the Company, par value $.001 share (“Common Stock”), subject to anti-dilution adjustments and for certain other corporate actions subject to a beneficial ownership limitation of 4.99% of Jefferson and its affiliates. The per share conversion price into which principal amount and accrued interest may be converted into shares of Common Stock equals $0.025. However if the Company consummates the Up List Offering on or before February 21, 2023, then the conversion price will equal 75% of the offering price per share of Common Stock (or units) as set in the Up List Offering. Upon an event of default, the Note will become immediately payable and the Company shall be required to pay a default rate of interest of 15% per annum and the holder shall have the right to convert the Default Amount into Common at a Conversion Price equal to ninety percent (90%) of the lowest volume weighted average price of the Common Stock during the preceding five (5) Trading Days prior to the date of conversion. If the Company issues an equity security or security convertible into Common Stock following the issue date of the Note, the conversion price of the Note will be lowered to such price. Certain existing convertible debt is excluded from these antidilution provisions. At anytime prior to an event of default, the Note may be prepaid by the Company at a 115% premium. The Note contains customary representations, warranties and covenants 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 10.142 to this Current Report on Form 8-K.

The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Jefferson as well as providing Jefferson with registration rights.

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 Securities Purchase Agreement filed as Exhibit 10.143 to this Current Report on Form 8-K.

The Company issued Jefferson a five year warrant (“Warrant”) to purchase 1,736,111shares of Common Stock in connections with the transactions described above. The Warrant may be exercised, in whole or in part, on the earlier of (i) on or after February 2, 2023 or (ii) the date that the Company consummates an Up List Offering. The exercise price of the Warrant is $0.04 per share, however, that if the Company consummates an Up List Offering on or before February 2, 2023, then the exercise price equals 120% of the offering price per share of Common Stock (or unit) as set in the Up List Offering. If (i) the date of an exercise notice is on or after February 2, 2023 and (ii) the per share price of Common Stock is greater than the exercise price, then, unless there is an effective non-stale registration statement the Warrant may be exercised on a cashless exercise basis.

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 Warrant filed as Exhibit 10.144 to this Current Report on Form 8-K.