Exhibit
10.128


 


EQUITY
FINANCING AGREEMENT


 


This
EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of August 31, 2021 (the “Execution Date”), is entered
into by and between Clean Energy Technologies, Inc., a Nevada corporation with its principal executive office at 2990 Redhill
Ave, Costa Mesa, California 92626 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with
offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).


 


RECITALS:


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Four Million
Dollars ($4,000,000) (the “Commitment Amount”), over the course of twelve (12) months immediately following the Effective
Date (the “Contract Period”) to purchase the Company’s common stock, par value $0.001 per share (the “Common
Stock”);


 


WHEREAS,
such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act, and/or
upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments
in Common Stock to be made hereunder; and


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) pursuant
to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated
thereunder, and applicable state securities laws.


 


NOW
THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and
agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Company and the Investor hereby agree as follows:


 


SECTION
I.


DEFINITIONS


 


For
all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally
applicable to the singular and plural forms of such defined terms.


 


“1933
Act” shall have the meaning set forth in the recitals.


 


“1934
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
of the SEC thereunder, all as the same will then be in effect.


 


“Affiliate”
shall have the meaning set forth in Section 5.7.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Articles
of Incorporation” shall have the meaning set forth in Section 4.3.


 




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“By-laws”
shall have the meaning set forth in Section 4.3.


 


“Closing”
shall have the meaning set forth in Section 2.4.





“Closing
Date” shall have the meaning set forth in Section 2.4.


 


“Commitment
Shares” shall have the meaning set forth in Section 2.7


 


“Common
Stock” shall have the meaning set forth in the recitals.


 


“Control”
or “Controls” shall have the meaning set forth in Section 5.7.


 


“Effective
Date” shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.


 


“Environmental
Laws” shall have the meaning set forth in Section 4.13.


 


“Execution
Date” shall have the meaning set forth in the preamble.


 


“Indemnified
Liabilities” shall have the meaning set forth in Section 10.


 


“Indemnitees”
shall have the meaning set forth in Section 10.


 


“Indemnitor”
shall have the meaning set forth in Section 10.


 


“Ineffective
Period” shall mean any period of time that the Registration Statement or any supplemental registration statement becomes ineffective
or unavailable for use for the sale or resale, as applicable, of any or all of the Registrable Securities (as defined in the Registration
Rights Agreement) for any reason (or in the event the prospectus under either of the above is not current and deliverable) during any
time period required under the Registration Rights Agreement.


 


“Investor”
shall have the meaning set forth in the preamble.


 


“Market
Price” shall mean the average of the two (2) lowest closing prices for the Common Stock during the Pricing Period.


 


“Material
Adverse Effect” shall have the meaning set forth in Section 4.1.


 


“Maximum
Common Stock Issuance” shall have the meaning set forth in Section 2.5.


 


“Open
Period” shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending
on the termination of the Agreement in accordance with Section 8.


 


“Pricing
Period” shall mean ten (10) consecutive Trading Days preceding the receipt of the applicable Put Notice.


 


“Principal
Market” shall mean the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market or the OTC Markets, whichever is the principal market on which the Common Stock is listed.


 




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“Prospectus”
shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.


 


“Purchase
Amount” shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.


 


“Purchase
Price” shall mean eighty percent (80%) of the Market Price but in no event less than $___ (equaling the lowest daily volume
weighted average price for the Company’s common stock during the twenty (20) trading days preceding the filing of the Registration
Statement (the “Floor”).


 


“Put”
shall mean the Company is entitled to request equity investments (the “Put” or “Puts”) by the Investor, pursuant
to which the Company will issue Common Stock to the Investor with an aggregate Purchase Price equal to the value of the Put, subject
to a price per share calculation based on the Market Price.


 


“Put
Amount” shall mean the total dollar amount requested by the Company pursuant to an applicable Put. The timing and amounts of
each Put shall be at the discretion of the Company. The maximum dollar amount of each Put will not exceed two hundred percent (200%)
of the average daily trading dollar volume for the Common Stock during the ten (10) consecutive Trading Days preceding the Put Notice
Date. No Put will be made in an amount equaling less than ten thousand dollars ($10,000) or greater than one million dollars ($1,000,000).
Puts are further limited to the Investor owning no more than 4.99% of the outstanding stock of the Company at any given time.


 


“Put
Notice” shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars that the Company
intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding
on such date.


 


“Put
Notice Date” shall mean the Trading Day on which the Investor receives a Put Notice.


 


“Put
Restriction” shall mean a minimum of ten (10) Trading Days following a Put Notice Date. During this time, the Company shall
not be entitled to deliver another Put Notice.


 


“Put
Shares” shall have the meaning set forth in Section 2.4.


 


“Registered
Offering Transaction Documents” shall mean this Agreement and the Registration Rights Agreement between the Company and the
Investor as of the date herewith.


 


“Registration
Rights Agreement” shall have the meaning set forth in the recitals.


 


“Registration
Statement” means the registration statement of the Company filed under the 1933 Act covering the Securities issuable hereunder.


 


“Related
Party” shall have the meaning set forth in Section 5.7.


 


“Resolution”
shall have the meaning set forth in Section 7.5.


 


“SEC”
shall mean the U.S. Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning set forth in Section 4.6.


 




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“Securities”
shall mean the shares of Common Stock issued pursuant to the terms of this Agreement.


 


“Settlement
Date” shall have the meaning set forth in Section 6.2.


 


“Shares”
shall mean the shares of the Common Stock.


 


“Subsidiaries”
shall have the meaning set forth in Section 4.1.


 


“Trading
Day” shall mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until
4:00 pm.


 


“Transaction
Costs” the Company shall bear the costs of the Registration Statement.


 


SECTION
II


PURCHASE
AND SALE OF COMMON STOCK


 


2.1 PURCHASE
AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor,
and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Four million dollars
($4,000,000).


 


2.2 DELIVERY
OF PUT NOTICES. Subject to the terms and conditions herein, and from time to time during the Open Period, the Company may, in its
sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S. Dollars), which the Company
intends to sell to the Investor on a Closing Date (the “Put”). The Put Notice shall be in the form attached hereto
as Exhibit C and incorporated herein by reference. The Purchase Price of the Put shall be eighty percent (80%) percent of the
Market Price. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been
completed. There will be a minimum of ten (10) trading days between Put Notices. No Put will be made in an amount equaling less than
ten thousand dollars ($10,000) or greater than one million dollars ($1,000,000). The Company shall not submit a Put Notice if the Purchase
Price is equal to or less than the Floor Price.


 


2.3 CONDITIONS
TO INVESTOR’S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the Company shall
not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing unless each of the
following conditions are satisfied:


 


		i.	a
                                            Registration Statement shall have been declared effective and shall remain effective and
                                            available for the resale of all the Registrable Securities (as defined in the Registration
                                            Rights Agreement) at all times until the Closing with respect to the subject Put Notice;



 


		ii.	at
                                            all times during the period beginning on the related Put Notice Date and ending on and including
                                            the related Closing Date, the Common Stock shall have been listed or quoted for trading on
                                            the Principal Market and shall not have been suspended from trading thereon for a period
                                            of two (2) consecutive Trading Days during the Open Period and the Company shall not have
                                            been notified of any pending or threatened proceeding or other action to suspend the trading
                                            of the Common Stock;



 




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		iii.	the
                                            Company has complied with its obligations and is otherwise not in breach of or in default
                                            under, this Agreement, the Registration Rights Agreement or any other agreement executed
                                            between the parties, which has not been cured prior to delivery of the Put Notice;



 


		iv.	no
                                            injunction shall have been issued and remain in force, or action commenced by a governmental
                                            authority which has not been stayed or abandoned, prohibiting the purchase or the issuance
                                            of the Securities; and



 


		v.	the
                                            issuance of the Securities will not violate any requirements of the Principal Market.



 


If
any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation
to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.


 


2.4 MECHANICS
OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement,
at the end of the Pricing Period, the Purchase Price shall be established and an amount of shares equaling one hundred percent (100%)
of the Put Amount (the “Put Shares”) shall be delivered to the Investor’s broker for a particular Put.


 


The
Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor’s
broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable
Closing Date, the applicable Put Shares by crediting the account of the Investor’s broker with DTC through its Deposit Withdrawal
Agent Commission (“DWAC”) system. The Investor shall deliver the Purchase Amount specified in the Put Notice, less
one thousand dollars ($1,000) of deposit and clearing fees, by wire transfer of immediately available funds to an account designated
by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt
and approval by the Investor’s broker is made after 9:30 AM ET(“Closing Date” or “Closing”).
In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments
and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and
effect the transactions contemplated herein.


 


2.5 OVERALL
LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the Open Period the Company
becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without shareholder approval, then
the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock
that may be issuable without shareholder approval (the “Maximum Common Stock Issuance”). If such issuance of shares
of Common Stock could cause a delisting on the Principal Market then the Maximum Common Stock Issuance shall first be approved by the
Company’s shareholders in accordance with applicable law and the By-laws and the Articles of Incorporation of the Company. The
parties understand and agree that the Company’s failure to seek or obtain such shareholder approval shall in no way adversely affect
the validity and due authorization of the issuance and sale of Securities or the Investor’s obligation in accordance with the terms
and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance, and that such approval
pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2.5.


 




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2.6 LIMITATION
ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled to
purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially owned (as such term
is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the number of shares of Common
Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.





2.7 COMMITMENT
SHARES. Concurrently with the execution of this Agreement, the Company shall issue forty thousand dollars ($40,000) worth of common
stock to the Investor (“Commitment Shares”). The Commitment Shares shall be valued at the lowest volume weighted average
price for the Trading Day preceding the execution of definitive agreements.


 


SECTION
III


 


INVESTOR’S
REPRESENTATIONS, WARRANTIES AND COVENANTS


 


The
Investor represents and warrants to the Company, and covenants, that to the best of the Investor’s knowledge:


 


3.1 SOPHISTICATED
INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in
financial and business matters and in making investment decisions of this type that it is capable of (I) evaluating the merits and risks
of an investment in the Securities and making an informed investment decision; (II) protecting its own interest; and (III) bearing the
economic risk of such investment for an indefinite period of time.


 


3.2 AUTHORIZATION;
ENFORCEMENT. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid
and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to
general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


3.3 SECTION
9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the 1934 Act,
and the rules promulgated thereunder, with respect to transactions involving the Common Stock.


 


3.4 ACCREDITED
INVESTOR. Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.


 


3.5 NO
CONFLICTS. The execution, delivery and performance of the Documents by the Investor and the consummation by the Investor of the transactions
contemplated hereby and thereby will not result in a violation of Partnership Agreement or other organizational documents of the Investor.


 


3.6 OPPORTUNITY
TO DISCUSS. The Investor has received all materials relating to the Company’s business, finance and operations which it has
requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company’s
management.


 


3.7 INVESTMENT
PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a view towards distribution
and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions of the 1933 Act (or
pursuant to an exemption from such registration provisions).


 




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3.8 GOOD
STANDING. The Investor is a limited liability company, duly organized, validly existing and in good standing in the State of Nevada.


 


3.9 TAX
LIABILITIES. The Investor understands that it is liable for its own tax liabilities.


 


3.10 REGULATION
M. The Investor will comply with Regulation M under the 1934 Act, if applicable.


 


3.11 PROHIBITED
TRADING. No short sales shall be permitted by the Investor or its affiliates during the period commencing on the Execution
Date and continuing through the termination of this Agreement.


 


SECTION
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as set forth in the Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the Company represents and warrants
to the Investor that:


 


4.1 ORGANIZATION
AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under the laws of the State
of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted.
Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to do business and are
in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.
As used in this Agreement, “Material Adverse Effect” means a change, event, circumstance, effect or state of facts
that has had or is reasonably likely to have, a material adverse effect on the business, properties, assets, operations, results of operations,
financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby
or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform
its obligations under the Registered offering Transaction Documents.


 


4.2 AUTHORIZATION;
ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.


 


		i.	The
                                            Company has the requisite corporate power and authority to enter into and perform this Agreement
                                            and the Registration Rights Agreement (collectively, the “Registered Offering Transaction
                                            Documents”), and to issue the Securities in accordance with the terms hereof and
                                            thereof.



 


		ii.	The
                                            execution and delivery of the Registered Offering Transaction Documents by the Company and
                                            the consummation by it of the transactions contemplated hereby and thereby, including without
                                            limitation the issuance of the Securities pursuant to this Agreement, have been duly and
                                            validly authorized by the Company’s Board of Directors and no further consent or authorization
                                            is required by the Company, its Board of Directors, or its shareholders.



 




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		iii.	The
                                            Registered Offering Transaction Documents have been duly and validly executed and delivered
                                            by the Company.



 


		iv.	The
                                            Registered Offering Transaction Documents constitute the valid and binding obligations of
                                            the Company enforceable against the Company in accordance with their terms, except as such
                                            enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
                                            reorganization, moratorium, liquidation or similar laws relating to, or affecting generally,
                                            the enforcement of creditors’ rights and remedies.



 


4.3 CAPITALIZATION.
As of the date hereof, the authorized capital stock of the Company consists of: (i) 2,000,000,000 shares of the Common Stock, par value
$0.001 per share, of which as of the date hereof 921,650,238 shares are issued and outstanding; and, (ii) 20,000 shares of Series D Preferred
Stock, par value $100.00, of which as of the date hereof no shares of Preferred Stock are issued and outstanding. All of such outstanding
shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable.


 


Except
as disclosed in the Company’s publicly available filings with the SEC and as will be disclosed in the Registration Statement, and
based on the best information available and efforts of the Company’s management, or as otherwise set forth on Schedule 4.3:


 


		i.	no
                                            shares of the Company’s capital stock are subject to preemptive rights or any other
                                            similar rights or any liens or encumbrances suffered or permitted by the Company;



 


		ii.	there
                                            are no outstanding debt securities;



 


		iii.	there
                                            are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe
                                            to, calls or commitments of any character whatsoever relating to, or securities or rights
                                            convertible into, any shares of capital stock of the Company or any of its Subsidiaries,
                                            or contracts, commitments, understandings or arrangements by which the Company or any of
                                            its Subsidiaries is or may become bound to issue additional shares of capital stock of the
                                            Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls
                                            or commitments of any character whatsoever relating to, or securities or rights convertible
                                            into, any shares of capital stock of the Company or any of its Subsidiaries;



 


		iv.	there
                                            are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated
                                            to register the sale of any of their securities under the 1933 Act (except the Registration
                                            Rights Agreement);



 


		v.	there
                                            are no outstanding securities of the Company or any of its Subsidiaries which contain any
                                            redemption or similar provisions, and there are no contracts, commitments, understandings
                                            or arrangements by which the Company or any of its Subsidiaries is or may become bound to
                                            redeem a security of the Company or any of its Subsidiaries;



 


		vi.	there
                                            are no securities or instruments containing anti-dilution or similar provisions that will
                                            be triggered by the issuance of the Securities as described in this Agreement;



 


		vii.	the
                                            Company does not have any stock appreciation rights or “phantom stock” plans
                                            or agreements or any similar plan or agreement; and



 


		viii.	there
                                            is no dispute as to the classification of any shares of the Company’s capital stock.



 




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The
Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company’s
Articles of Incorporation and all amendments thereto, as in effect on the date hereof (the “Articles of Incorporation”),
and the Company’s By-laws and all amendments thereto, as in effect on the date hereof (the “By-laws”), and the
terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.


 


4.4 ISSUANCE
OF SHARES. As of the filing of the Registration Statement the Company will have reserved the amount of Shares included in the Registration
Statement for issuance pursuant to the Registered Offering Transaction Documents, which have been duly authorized and reserved (subject
to adjustment pursuant to the Company’s covenant set forth in Section 5.5 below) pursuant to this Agreement. Upon issuance
in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes,
liens and charges with respect to the issuance thereof. In the event the Company cannot register a sufficient number of Shares for issuance
pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of Shares required
for the Company to perform its obligations hereunder as soon as reasonably practicable.


 


4.5 NO
CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation,
any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws; or
(ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would become a material
default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract,
indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or to the Company’s
knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities
laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on which
the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company
or any of its Subsidiaries is bound or affected. Neither the Company nor its Subsidiaries is in violation of any term of, or in default
under, the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred
stock of the Company or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except
for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually or
in the aggregate have or constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency,
regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the
aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933
Act or any securities laws of any states, to the Company’s knowledge, the Company is not required to obtain any consent, authorization,
permit or order of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration
Rights Agreement between the parties) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other
third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Registered Offering
Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof
and are in full force and effect as of the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances which
might give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal
Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to
delisting of the Common Stock by the Principal Market in the foreseeable future.


 




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4.6
SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms, statements and
other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing
filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated
by reference therein, and amendments thereto, being hereinafter referred to as the “SEC Documents”). The Company has
delivered to the Investor or its representatives, or they have had access through EDGAR to, true and complete copies of the SEC Documents.
As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the
rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC or the time they were amended, if amended, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is
a member of the Public Companies Accounting Oversight Board (“PCAOB”) consistently applied, during the periods involved
(except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on
behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred
to in Section 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company
nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic
information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor
by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly
disclosed by the Company prior to such Closing Date.


 


4.7 ABSENCE
OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents, the Company does not intend to change the business operations
of the Company in any material way. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection
pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend
to initiate involuntary bankruptcy proceedings.


 


4.8 ABSENCE
OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry
or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge
of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any
of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in
their capacities as such, in which an adverse decision could have a Material Adverse Effect.


 




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4.9 ACKNOWLEDGMENT
REGARDING INVESTOR’S PURCHASE OF SHARES. The Company acknowledges and agrees that the Investor is acting solely in the capacity
of an arm’s length investor with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby
and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or
in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby
and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities,
and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter
into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.


 


4.10 NO
UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set forth in the SEC Documents, as of the date hereof,
no event, liability, development or circumstance has occurred or exists, or to the Company’s knowledge is contemplated to occur,
with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations or financial
condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with
the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.


 


4.11 EMPLOYEE
RELATIONS. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the knowledge of the Company
or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a party to a collective
bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good. No executive officer
(as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company’s employ or
otherwise terminate such officer’s employment with the Company.


 


4.12 INTELLECTUAL
PROPERTY RIGHTS. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except as set forth in the
SEC Documents, none of the Company’s trademarks, trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights
necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to expire or terminate
within two (2) years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement
by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar
or identical trade secrets or technical information by others and, except as set forth in the SEC Documents, there is no claim, action
or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries
regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations,
trade secret or other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise
to any of the foregoing. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties.


 




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4.13 ENVIRONMENTAL
LAWS. The Company and its Subsidiaries (i) are, to the knowledge of the management and directors of the Company and its Subsidiaries,
in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human
health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”);
(ii) have, to the knowledge of the management and directors of the Company, received all permits, licenses or other approvals required
of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance, to the knowledge of
the management and directors of the Company, with all terms and conditions of any such permit, license or approval where, in each of
the three (3) foregoing cases, the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect.


 


4.14 TITLE.
The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the business
of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described
in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed
to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the Company
or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.


 


4.15 INSURANCE.
Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied
for and neither the Company nor its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at
a cost that would not have a Material Adverse Effect.


 


4.16 REGULATORY
PERMITS. The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations and permits from
the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary to own,
lease or operate their respective properties and assets and conduct their respective businesses, and neither the Company nor any such
Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization
or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations or modifications
which, would not have a Material Adverse Effect.


 


4.17 INTERNAL
ACCOUNTING CONTROLS. Except as otherwise set forth in the SEC Documents, the Company and each of its Subsidiaries maintain a system
of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles by a firm with membership to the PCAOB and to maintain asset accountability; (iii) access
to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company’s management has determined that the Company’s internal accounting controls were not effective as of the date
of this Agreement as further described in the SEC Documents.


 




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4.18 NO
MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other
legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is
expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract
or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 


4.19 TAX
STATUS. The Company and each of its Subsidiaries has made or filed all United States federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each
of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim.


 


4.20 CERTAIN
TRANSACTIONS. Except as set forth in the SEC Documents filed at least ten (10) days prior to the date hereof and except for arm’s
length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than
the Company could obtain from disinterested third parties, none of the officers, directors, or employees of the Company is presently
a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner, such that disclosure would be required in the SEC Documents..


 


4.21 DILUTIVE
EFFECT. The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant to this
Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price
of the Common Stock declines during the period between the Effective Date and the end of the Open Period. The Company’s executive
officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize
that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has concluded, in
its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the
Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Registered Offering
Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


4.22 NO
GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any form
of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common
Stock to be offered as set forth in this Agreement.


 




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4.23 NO
BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. No brokers, finders or financial advisory fees or commissions will be
payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated by this Agreement.


 


SECTION
V


COVENANTS
OF THE COMPANY


 


5.1 BEST
EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in Section
7 of this Agreement.


 


5.2 REPORTING
STATUS. Until one of the following occurs, the Company shall file all reports required to be filed with the SEC pursuant to the 1934
Act, and the Company shall not terminate its status, or take an action or fail to take any action, which would terminate its status as
a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section 8 and the Investor has the right to
sell all of the Securities without restrictions pursuant to Rule 144 promulgated under the 1933 Act, or such other exemption, or (ii)
the date on which the Investor has sold all the Securities and this Agreement has been terminated pursuant to Section 8.


 


5.3 USE
OF PROCEEDS. The Company will use the proceeds from the sale of the Put Shares (excluding amounts paid by the Company for fees as
set forth in the Registered Offering Transaction Documents) for general corporate and working capital purposes and acquisitions or assets,
businesses or operations or for other purposes that the Board of Directors, in good faith, deem to be in the best interest of the Company.


 


5.4 FINANCIAL
INFORMATION. During the Open Period, the Company agrees to make available to the Investor via EDGAR or other electronic means the
following documents and information on the forms set forth: (i) within five (5) Trading Days after the filing thereof with the SEC, a
copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any Registration Statements
or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other information made available or given to the shareholders
of the Company generally, contemporaneously with the making available or giving thereof to the shareholders; and (iii) within two (2)
calendar days of filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Principal Market,
any securities exchange or market, or the Financial Industry Regulatory Association, unless such information is material nonpublic information.


 


5.5 RESERVATION
OF SHARES. The Company shall take all action necessary to at all times have authorized, and reserved the amount of Shares included
in the Company’s registration statement for issuance pursuant to the Registered Offering Transaction Documents. In the event that
the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve and keep available for
issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts to increase the number of
authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional shares.


 


5.6 LISTING.
The Company shall promptly secure and maintain the listing of all of the Registrable Securities (as defined in the Registration Rights
Agreement) on the Principal Market and each other national securities exchange and automated quotation system, if any, upon which shares
of Common Stock are then listed (subject to official notice of issuance) and shall maintain, such listing of all Registrable Securities
from time to time issuable under the terms of the Registered Offering Transaction Documents. Neither the Company nor any of its Subsidiaries
shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal
Market (excluding suspensions of not more than one (1) Trading Day resulting from business announcements by the Company). The Company
shall promptly provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility
of the Common Stock for listing on such automated quotation system or securities exchange. The Company shall pay all fees and expenses
in connection with satisfying its obligations under this Section 5.6.


 




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5.7 TRANSACTIONS
WITH AFFILIATES. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement,
or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of
its or any Subsidiary’s officers, directors, persons who were officers or directors at any time during the previous two (2) years,
shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or
adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each
a “Related Party”), except for (i) customary employment arrangements and benefit programs on reasonable terms, (ii)
any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have
been obtainable from a disinterested third party other than such Related Party, or (iii) any agreement, transaction, commitment or arrangement
which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer
of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction,
commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person
or entity that, directly or indirectly, (i) has a 5% or more equity interest in that person or entity, (ii) has 5% or more common ownership
with that person or entity, (iii) controls that person or entity, or (iv) is under common control with that person or entity. “Control”
or “Controls” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct
or govern the policies of another person or entity.


 


5.8 FILING
OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report
on Form 8-K with the SEC describing the terms of the transaction contemplated by the Registered Offering Transaction Documents in the
form required by the 1934 Act, if such filing is required.


 


5.9 CORPORATE
EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence of the Company.


 


5.10 NOTICE
OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The Company shall promptly notify the Investor upon
the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering
of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority
during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related
prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to
the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation
or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement
or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that
a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available
to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during
the continuation of any of the foregoing events in this Section 5.10.


 




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5.11 TRANSFER
AGENT. The Company shall deliver instructions to its transfer agent to issue Shares to the Investor that are issued to the Investor
pursuant to the Equity Financing and transactions contemplated herein.


 


5.12 ACKNOWLEDGEMENT
OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of
its own free will, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and
fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company
with respect to this Agreement, and represent the Company in connection with this Agreement.


 


SECTION
VI


CONDITIONS
OF THE COMPANY’S OBLIGATION TO SELL


 


The
obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before
each Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s sole benefit and
may be waived by the Company at any time in its sole discretion.


 


6.1 The
Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.


 


6.2 The
Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor.


 


6.3 No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


SECTION
VII


FURTHER
CONDITIONS OF THE INVESTOR’S OBLIGATION TO PURCHASE


 


The
obligation of the Investor hereunder to purchase Securities is subject to the satisfaction, on or before each Closing Date, of each of
the following conditions set forth below.


 


7.1 The
Company shall have executed the Registered Offering Transaction Documents and delivered the same to the Investor.


 


7.2 The
representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Closing Date
as though made at that time and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions
required by the Registered Offering Transaction Documents to be performed, satisfied or complied with by the Company on or before such
Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained in Section 4.3.


 




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7.3 The
Company shall have executed and delivered to the Investor via DWAC the Securities (in such denominations as the Investor shall request)
being purchased by the Investor at such Closing.


 


7.4 The
Board of Directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the “Resolutions”)
and such Resolutions shall not have been amended or rescinded prior to such Closing Date.


 


7.5 No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


7.6 Within
thirty (30) days after the Agreement is executed, the Company agrees to use its reasonable commercial efforts to file with the SEC the
Registration Statement covering the shares of stock underlying the Equity Financing contemplated herein. Such Registration Statement
shall conform to the requirements of the rules and regulations of the SEC in all material respects and be subject to the reasonable approval
of the Investor. The Company will use reasonable commercial effortsto have its Registration Statement declared effective by the SEC within
30 days but no more than 90 days after the Company has filed its Registration Statement. The Registration Statement shall be effective
on each Closing Date and no stop order suspending the effectiveness of the Registration statement shall be in effect or to the Company’s
knowledge shall be pending or threatened. Furthermore, on each Closing Date (I) neither the Company nor the Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened
to do so (unless the SEC’s concerns have been addressed), and (II) no other suspension of the use or withdrawal of the effectiveness
of such Registration Statement or related prospectus shall exist.


 


7.7 At
the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or which would require public disclosure or an update supplement to
the prospectus.


 


7.8 If
applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common Stock Issuance
in accordance with Section 2.5 or the Company shall have obtained appropriate approval pursuant to the requirements of applicable
state and federal laws and the Company’s Articles of Incorporation and By-laws.


 


7.9 The
conditions to such Closing set forth in Section 2.3 shall have been satisfied on or before such Closing Date.


 


7.10 The
Company shall have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is given to the Investor.
The Company’s delivery of a Put Notice to the Investor constitutes the Company’s certification of the existence of the necessary
number of shares of Common Stock reserved for issuance.


 




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SECTION
VIII


TERMINATION


 


This
Agreement shall terminate upon any of the following events:


 


8.1 when
the Investor has purchased an aggregate of Four Million Dollars ($4,000,000) in the Common Stock of the Company pursuant to this Agreement;


 


8.2 twelve
(12) months from the date of this Agreement’s execution have elapsed; or


 


8.3 at
such time that the Registration Statement is no longer in effect.


 


Any
and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of this Agreement.


 


SECTION
IX


SUSPENSION


 


This
Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:


 


		i.	The
                                            trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for a
                                            period of two (2) consecutive Trading Days during the Open Period; or



 


		ii.	The
                                            Common Stock ceases to be quoted, listed or traded on the Principal Market or the Registration
                                            Statement is no longer effective (except as permitted hereunder). Immediately upon the occurrence
                                            of one of the above-described events, the Company shall send written notice of such event
                                            to the Investor.



 


SECTION
X


INDEMNIFICATION


 


In
consideration of the parties mutual obligations set forth in the Transaction Documents, the Company ( the “Indemnitor”)
shall defend, protect, indemnify and hold harmless the Investor and all of the investor’s shareholders, officers, directors, employees,
counsel, and direct or indirect investors and any of the foregoing person’s agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable
expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder
is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred
by any Indemnitee as a result of, or arising out of, or relating to (I) any material misrepresentation or material breach of any representation
or warranty made by the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby; (II) any breach of
any material covenant, agreement or obligation of the Indemnitor contained in the Registered Offering Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby; or (III) any cause of action, suit or claim brought or made against
such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Registered
Offering Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any
such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon
and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any such Registration
Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking by the Indemnitor
may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to
any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees may be subject to.


 




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SECTION
XI


GOVERNING
LAW; DISPUTES SUBMITTED TO ARBITRATION.


 


11.1 Law
Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state or federal courts located in New York City, New York State. The parties to this
Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any
defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and
other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction
of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party
its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any
agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action
or proceeding in connection with this Agreement or any other Transaction Documents by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


11.2 LEGAL
FEES; AND MISCELLANEOUS FEES. Concurrently with the execution of this Agreement, the Company shall deposit five thousand dollars
($5,000) with the Investor to offset the Investor’s transaction costs. Except as otherwise set forth in the Registered Offering
Transaction Documents (including but not limited to Section V of the Registration Rights Agreement), each party shall pay the fees and
expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred
by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this
Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement
by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the
party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied
in connection with the issuance of any Securities.


 


11.3 COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of
which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This
Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force
and effect as if such signature page were an original thereof.


 




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11.4 HEADINGS;
SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include
the feminine.


 


11.5 SEVERABILITY.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.


 


11.6 ENTIRE
AGREEMENT; AMENDMENTS. This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect to the terms and conditions
set forth herein, and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the Parties. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company
and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement
is sought. The execution and delivery of the Registered Offering Transaction Documents shall not alter the force and effect of any other
agreements between the Parties, and the obligations under those agreements.


 


11.7 NOTICES.
Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be
deemed to have been delivered (I) upon receipt, when delivered personally; (II) upon receipt, when sent by email; or (III) one (1) day
after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.
The addresses for such communications shall be:


 


	If
                                            to the Company:

    

    

    

    
	 	Clean
                                            Energy Technologies, Inc.

                           Attn: Kam Mahdi

    2990
    Redhill Ave, Costa Mesa, California

    92626

    

	 	 	 
	If
                                            to the Investor:

     

     

     

    
	 	GHS
                                            Investments, LLC

    420
    Jericho Turnpike,

    Suite 102

    Jericho, NY 11753

    



 


Each
party shall provide five (5) days prior written notice to the other party of any change in address.


 


11.8 NO
ASSIGNMENT. This Agreement may not be assigned.


 


11.9 NO
THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may
any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor may be enforced
by its general partner.


 


11.10 SURVIVAL.
The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the agreements and covenants set forth
in Sections 5 and 6, and the indemnification provisions set forth in Section 10, shall survive each of the Closings and the termination
of this Agreement.


 




    	 	20	 



    	 



    

 





11.11 PUBLICITY.
The Investor acknowledges that this Agreement and all or part of the Registered Offering Transaction Documents may be deemed to be “material
contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file
such documents as exhibits to reports or registration statements filed under the 1933 Act or the 1934 Act. The Investor further agrees
that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with
its counsel.


 


11.12 FURTHER
ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


11.13 PLACEMENT
AGENT. If so required, the Company agrees to pay a registered broker dealer, to act as placement agent. The Investor shall have no
obligation with respect to any fees or with respect to any claims made by or on behalf of other persons or entities for fees of a type
contemplated in this Section that may be due in connection with the transactions contemplated by the Registered Offering Transaction
Documents. The Company shall indemnify and hold harmless the Investor, their employees, officers, directors, agents, and partners, and
their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney’s
fees) and expenses incurred in respect of any such claimed or existing fees, as such fees and expenses are incurred.


 


11.14 NO
STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had
a full and fair opportunity to review this Agreement and seek the advice of counsel on it.


 


11.15 REMEDIES.
The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and all rights and
remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Investor
has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically
(without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement,
including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.


 


11.16 PAYMENT
SET ASIDE. To the extent that the Company makes a payment or payments to the Investor hereunder or under the Registration Rights
Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then
to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


11.17 PRICING
OF COMMON STOCK. For purposes of this Agreement, the price of the Common Stock shall be as reported by Quotestream Media.


 




    	 	21	 



    	 



    

 





SECTION
XII


NON-DISCLOSURE
OF NON-PUBLIC INFORMATION


 


The
Company shall not disclose non-public information to the Investor, its advisors, or its representatives.


 


Nothing
herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, and the Company
represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering,
to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will,
as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event
or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware,
constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence
by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus
to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein,
in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 12 shall be construed
to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such
information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement
and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence
by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required
to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which
they were made, not misleading.


 


SECTION
XIII


ACKNOWLEDGEMENTS
OF THE PARTIES


 


Notwithstanding
anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes
no representations or covenants that it will not engage in trading in the securities of the Company, other than as provided in Section
3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current
report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Registered Offering Transaction
Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor
shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and
confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects
any transactions in the securities of the Company.


 


[Signature
page follows]


 




    	 	22	 



    	 



    

 





Your
signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the
date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the
representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms.


 


	 	GHS
    INVESTMENTS, LLC
	 	 	 
	 	By:
    	 
	 	Name:
    	 
	 	Title:
    	Member
	 	 	 
	 	CLEAN
    ENERGY TECHNOLOGIES, INC.
	 	 	                  
	 	By:
    	 
	 	Name:
    	 
	 	Title:	 


 


[SIGNATURE
PAGE OF EQUITY FINANCING AGREEMENT]


 




    	 	23	 



    	 



    

 


LIST
OF EXHIBITS


 


	EXHIBIT
    A	 	Registration
    Rights Agreement
	EXHIBIT
    B	 	Notice
    of Effectiveness
	EXHIBIT
    C	 	Put
    Notice
	EXHIBIT
    D	 	Put
    Settlement Sheet


 




    	 	24	 



    	 



    

 





EXHIBIT
A


 


REGISTRATION
RIGHTS AGREEMENT


 


See
attached.


 




    	 	25	 



    	 



    

 





EXHIBIT
B


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


	 	Date:
    __________


 


[TRANSFER
AGENT]


 


Re:
Clean Energy Technologies, Inc.


 


Ladies
and Gentlemen:


 


We
are counsel to Clean Energy Technologies, Inc., a _______corporation (the “Company”), and have represented the Company in
connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company
and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the
Company’s common stock, $_____ par value per share (the “Common Stock”) on the terms and conditions set forth in the
Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the
Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the
Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under
the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s
obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1
(File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names the Investor as a selling shareholder thereunder.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, 20__ and we have no knowledge, after
telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under
the 1933 Act pursuant to the Registration Statement





 


	 	Very
    truly yours,
	 	 
	 	[Company
    Counsel]


 




    	 	26	 



    	 



    

 





EXHIBIT
C


 


FORM
OF PUT NOTICE


 


Date:


 


RE:
Put Notice Number __


 


Dear
Mr./Ms.__________,


 


This
is to inform you that as of today, Clean Energy Technologies, Inc.., a _________ corporation (the “Company”), hereby elects
to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock.
The Company hereby certifies that:


 


The
amount of this put is $__________.


 


The
Pricing Period runs from _______________ until _______________.


 


The
Purchase Price is: $_______________


 


The
number of Put Shares due:___________________.


 


The
current number of shares of common stock issued and outstanding is: _________________.


 


The
number of shares currently available for issuance on the S-1 is: ________________________.


 


Regards,


 


	Clean
    Energy Technologies, Inc.	 
	 	           	 
	By:
    	 	 
	Name:
    	 	 
	Title:
    	 	 


 




    	 	27	 



    	 



    

 





EXHIBIT
D


 


PUT
SETTLEMENT SHEET


 


Date:
________________


 


Dear
Mr. ________,


 


Pursuant
to the Put given by Clean Energy Technologies, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now
submitting the amount of common shares for you to issue to GHS.


 


Please
have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following
account:


 


[INSERT]


 


If
not DWAC eligible, please send FedEx Priority Overnight to:


 


[INSERT
ADDRESS]


 


Once
these shares are received by us, we will have the funds wired to the Company.


 


Regards,


 


	GHS
    INVESTMENTS LLC	 
	 	                	 
	By:
    	 	 
	Name:
    	 	 
	Title	 	 


 




    	 	28