Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On August 23, 2024 (the "Closing Date"), Clean Vision Corporation (the "Company") issued two separate promissory notes (such first note, the "ClearThink Note," such second note, the "GS Note" and, collectively, the "Notes") to two accredited investors (each, an "Investor" and together the "Investors"). Pursuant to the terms of the Notes, the Company issued each investor 2,000,000 shares of the Company's common stock, par value $0.001 per share. The terms and provisions of the ClearThink Note and GS Note are substantially the same.

The original principal amount of each Note is $82,500 with an original issue discount of $7,500, resulting in gross aggregate proceeds to the Company under both Notes in the amount of $150,000. The Notes mature on December 2, 2024 and carry interest at a rate per annum equal to 10 percent, simple, and computed on the basis of a 365-day year. The Notes contain standard events of default and are required to be fully satisfied in the event the Company raises or accesses capital of at least $500,000 while each such Note is outstanding.

The foregoing description of the terms and provisions of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the ClearThink Note and GS Note attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively.