Item 1.01. Entry into a Material Definitive
Agreement.
On February 17, 2023, Clean Vision Corporation
(the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited
investor (the “Investor”), pursuant to which the Investor purchased a senior convertible promissory note (the “Note”)
in the original principal amount of $2,500,000 and a warrant to purchase 29,434,850 shares of the Company’s common stock
(the “Warrant”). Pursuant to the terms of the Purchase Agreement, the Company and the Investor provided customary representations
and warranties to each other. The transactions contemplated under the Purchase Agreement closed on February 21, 2023.
Convertible Promissory Note
The maturity date of the Note is February 21,
2024 (the “Maturity Date”). The Note bears interest at a rate of 5% per annum. The Note carries an original issue discount
of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid
late charges on principal and interest, if any, except as specifically permitted by the terms of the Note.
At any time, the Company shall have the right
to redeem all, but not less than all, of the conversion amount then remaining under the Note (the “Company Optional Redemption
Amount”) on the Company Optional Redemption Date (a “Company Optional Redemption”). The portion of this Note
subject to redemption shall be redeemed by the Company in cash at a price equal to the greater of (i) 120% of the Conversion Amount
being redeemed as of the Company Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion
Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common
Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice
Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required. The Company may
exercise its right to require redemption under the Note by delivering a written notice thereof by electronic mail and overnight
courier to all, but not less than all, of the holders of Notes (the “Company Optional Redemption Notice”).
The Note set forth certain standard events
of default (such event, an “Event of Default”), which, upon such Event of Default, requires the Company within one
(1) Business Day to deliver written notice thereof via electronic mail and overnight courier to the Holder (an “Event of
Default Notice”). At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder
becoming aware of an Event of Default, the Holder may require the Company to redeem (regardless of whether such Event of Default
has been cured) all or any portion of the Note by delivering written notice thereof.
Warrant
The Warrant is exercisable for shares of the
Company’s common stock (the “Warrant Shares”) at a price of $0.845 per share (the “Exercise Price”)
and expires five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock
splits, recapitalizations and the like.
RRA
The Company has also entered into a Registration
Rights Agreement (the “Registration Rights Agreement”) to file with the Securities and Exchange Commission (the “SEC”)
a Registration Statement covering the resale of all of the registrable securities under the Registration Rights Agreement.
All capitalized terms not defined herein shall have
their respective meanings as set forth in the Purchase Agreement, Note, Warrant and RRA. The foregoing descriptions of the Note, Warrant,
RRA and Purchase Agreement do not purport to be complete and each is qualified in its entirety by reference to the full text of the Note,
Warrant, RRA and Purchase Agreement.