Financial Obligation Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 13, 2024 (the "Closing Date"), Clean Vision Corporation's ("Clean Vision" or the "Company") wholly-owned subsidiary, Clean-Seas West Virginia, Inc. (the "Clean-Seas WV"), closed on the transactions set forth in that certain Credit Agreement (the "Credit Agreement") between Clean-Seas WV and The Huntington National Bank, a national banking association (the "Lender"). Pursuant to the Credit Agreement, the Lender agreed to make a term loan (the "Term Loan") to Clean-Seas WV in the amount of $15,000,000, with the proceeds to be used for costs and expenses associated with the development and construction of Clean-Seas WV's recycling and processing facility located in Kanawha County, West Virginia.

Pursuant to the Credit Agreement, the proceeds of the Term Loan will be funded to Clean-Seas WV in two extensions (each, a "Credit Extension") as follows: (i) the initial Credit Extension in the amount of $5,000,000 on the Closing Date; and (ii) the second Credit Extension in the amount of $10,000,000 upon the satisfaction or waiver of the conditions set forth in Section 4.2 of the Credit Agreement, including, but not limited to, the delivery to the Lender of an executed performance and payment bond issued by a surety company listed on the Federal Treasury List that is rated A or higher by A.M. Best in an amount equal to $15,000,000 naming the Lender as beneficiary. On the Closing Date, Clean-Seas WV paid an upfront fee in the amount of $75,000 to the Lender.

The Term Loan is evidenced by a promissory note (the "Term Note") executed by Clean-Seas WV in favor of the Lender with interest due and payable on the 15^th calendar day of each month while any amount remains outstanding and the principal amount to be repaid in full on the maturity date of February 1, 2027. The Term Note bears interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus3.75% per annum. Upon the occurrence and during the continuance of an event of default, the interest rate applicable to the Term Note shall be equal to 2% per annum above the interest rate otherwise applicable (the "Default Rate") and all such interest accrued at the Default Rate shall be due and payable on demand of the Lender.

All loans under the Credit Agreement are secured by substantially all of Clean-Seas WV's assets pursuant to a Security Agreement entered into on the Closing Date, between Clean-Seas WV and the Lender. The Credit Agreement and the Term Note contain representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type.

The foregoing description of the Credit Agreement and Term Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement and Term Note, which the Company expects to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.