Item
1.01 Entry into a Material Definitive Agreement.
On
March 10, 2023 Clean Energy Technology, Inc., a Nevada corporation (the “Company”) closed the transactions contemplated by
the Securities Purchase Agreement with Mast Hill , L.P. (Mast Hill”) dated March 8, 2023 pursuant to which the Company issued to
Mast Hill a $734,000 Convertible Promissory Note, due March 8, 2024 (the “Note”) for a purchase price of $ 660,600 plus an
original issue discount in the amount of $73,400.00, 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 Mast Hill and its affiliates. The per share conversion
price into which principal amount and accrued interest may be converted into shares of Common Stock equals $1.00 However if the Company
consummates the Up List Offering on or before September 4, 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. 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 10.173 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 providing
Mast Hill 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 10.174 to this Current Report on Form 8-K.
The
Company issued Mast Hill a five-year warrant (“Warrant”) to purchase 367,000 shares 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 September 4, 2023
or (ii) the date that the Company consummates an Up List Offering. The exercise price of the Warrant is $01.00 per share, however, that
if the Company consummates an Up List Offering on or before September 4, 2024, 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 September 4,
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 10.175 to this Current Report on Form 8-K.
The
Company will use the process from the loan to retire the outstanding principal and interest from notes to First Fire Global opportunity
Funds in the principal amount $150,000.00, Pacific Pier Capital, LLC in the principal amount of $138,888.88 and Jefferson Street Capital,
LLC in the principal amount of 138,888.88 and for working capital purposes.