Clean Energy Technologies, Inc. announced that it has entered into securities purchase agreement for a private placement of convertible promissory note, due due March 8, 2024 for gross proceeds of $660,600 on March 8, 2023. The transaction will include participation from existing investor, Mast Hill Fund, L.P., a fund managed by Mast Hill Management, LLC. The notes are to be issued at a principal amount of $734,000 and to be issued at a original issue discount in the amount of $73,400.

The notes are to be issued at 15% interest per annum and will mature on March 8, 2024. The note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth. The note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the borrower and will not impose personal liability upon the holder thereof.

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, into common stock of the company, par value $.001 share, 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. 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. The company issued Mast Hill a five-year 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. The company and the buyer are executing and delivering this agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated by the United States Securities and Exchange Commission under the 1933 Act.