Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2024, Clean Energy Technology, Inc., a Nevada corporation (the "Company") entered into a securities purchase agreement (the "Agreement") with 1800 Diagonal Lending LLC, a Virginia limited liability company ("Diagonal"), pursuant to which the Company agreed to issue and sell to Diagonal a convertible promissory note of the Company in the principal amount of $150,650 (the "Note") for a purchase price of $131,000 plus an original issue discount in the amount of $19,650. The Note provides for a one-time interest charge of thirteen percent (13%) of the principal amount equal to $19,584. The Company shall make nine (9) payments, each in the amount of $18,914.89 to Diagonal. The first payment shall be due on October 30, 2024 with eight (8) subsequent payments due on the 30th day of each month thereafter. Any amount of principal or interest on this Note which is not paid when due shall bear a default interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid.

All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default (the "Event of Default") into common stock of the Company, par value $0.001 per share ("Common Stock"), at the conversion price of $1.00 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99% of Diagonal and its affiliates. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note.

The Agreement provides customary representations, warranties and covenants of the Company and Diagonal.

The Company sold the securities referenced in this Item 1.01 in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.

The foregoing description of the Agreement and the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and the Note, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this current report on Form 8-K.