Exhibit
10.144


 


NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


CLEAN
ENERGY TECHNOLOGIES, INC.


 


Warrant
Shares: 1,736,111


Date
of Issuance: August 5, 2022 (“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance
of the promissory note in the principal amount of $138,888.88 to the Holder (as defined below) of even date) (the “Note”),
JEFFERSON STREET CAPITAL, LLC, a New Jersey limited liability company (including any permitted and registered assigns, the “Holder”),
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date of issuance hereof, to purchase from CLEAN ENERGY TECHNOLOGIES, INC., a Nevada corporation (the “Company”),
1,736,111 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant
to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as
of the date hereof in connection with that certain securities purchase agreement dated August 5, 2022, by and among the Company and the
Holder (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.04 per share, provided, however,
that if the Company consummates an Uplist Offering (as defined in this Warrant) on or before the date that is one hundred eighty (180)
calendar days after the Issuance Date, then the Exercise Price shall equal 120% of the offering price per share of Common Stock (or unit,
if units are offered in the Uplist Offering) at which the Uplist Offering is made (the “Uplist Exercise Price”) (for the
avoidance of doubt, if a unit includes more than one share of the Common Stock in the Uplist Offering, the Uplist Exercise Price shall
mean 120% of the unit price divided by the number of shares of Common Stock contained in a unit), subject to adjustment as provided in
this Warrant (including but not limited to cashless exercise and Section 2(b) of this Warrant). “Uplist Offering” shall mean
an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that results in the immediate
listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing). For
purposes of this Warrant, the term “Exercise Period” shall mean the period commencing on the earlier of (i) the date that
is one hundred eighty-one (181) calendar days after the Issuance Date or (ii) the date that the Company consummates an Uplist Offering,
and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.


 




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		1.	EXERCISE
                                            OF WARRANT.



 


(a)
Mechanics of Exercise. Subject to the terms and
conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise
Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of
the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect
an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the
applicable number of Warrant Shares purchased. On or before the third Trading Day (the “Warrant Share Delivery Date”)
following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt
by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares
as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with
the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds
(or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer
agent to) issue and deliver by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the
Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder
is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon
delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company
shall as soon as practicable and in no event later than three business days after any exercise and at its own expense, issue a new Warrant
(in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.


 


If
the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant
Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all
other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed an event of default under the
Note, a material breach under this Warrant, and a material breach under the Purchase Agreement.


 


If
(i) the date of the Exercise Notice is on or after the date that is one hundred eighty-one (181) calendar days after the Issuance Date
and (ii) the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale
registration statement of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act
of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices
(and not fixed prices) without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu
of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining
unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common
Stock computed using the following formula:


 


X
= Y (A-B)


 


A


 


	 	Where	X
                                            =	the
                                            number of Shares to be issued to Holder.
	 	 	 	 
	 		Y
                                            =	the
                                            number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date
                                            of such calculation).
	 	 	 	 
	 	 	A
                                            =	the
     Market Price (at the date of such calculation).
	 	 	 	 
	 	 	B
                                            =	Exercise
                                           Price (as adjusted to the date of such calculation).



 







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(b)
No Fractional Shares. No fractional shares shall
be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions)
issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance
of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in
lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting
from multiplying the then-current fair market value of a Warrant Share by such fraction.


 


(c)
Holder’s Exercise Limitations. Notwithstanding
anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s affiliates (the “Affiliates”),
and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares
of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination
as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock,
a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or
annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon
the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant.


 


(d)
Compensation for Buy-In on Failure to Timely Deliver
Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Company’s
transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions of this Warrant (including but not limited
to Section 1(a) above pursuant to an exercise on or before the respective Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases,
shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within one (1) business day of Holder’s
request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the Company was required to deliver to
the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder within one (1)
business day of Holder’s request the number of shares of Common Stock that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases, or effectuates a cashless exercise hereunder
for, Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common
Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 




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2.
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)
Distribution of Assets. If the Company shall
declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case:


 


(i)
any Exercise Price in effect immediately prior to the
close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution
shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price
by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately
preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors)
applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock
on the Trading Day immediately preceding such record date; and


 


(ii)
the number of Warrant Shares shall be increased to a
number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date
fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of
the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares
of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated
quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other
Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this
Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been
payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with
an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect
to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance
with the first part of this clause (ii).


 




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(b)
Anti-Dilution Adjustments to Exercise Price.
Except with respect to an Exempt Issuance (as defined in this Warrant), if the Company or any Subsidiary thereof, as applicable, at any
time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities
(including but not limited to Common Stock Equivalents) entitling any person or entity (for purposes of clarification, including but
not limited to the Holder pursuant to (i) any other security of the Company currently held by Holder, (ii) any other security of the
Company issued to Holder on or after the Issuance Date (including but not limited to the Note), or (iii) any other agreement entered
into between the Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price
per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a
“Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether
by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not
limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or
potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time
while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the
Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently
redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share
Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment
shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock
Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted
or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price
even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents).
The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock
Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price,
conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, regardless
of whether (i) the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b) upon the occurrence of any Dilutive Issuance
or (ii) the Holder accurately refers to the Base Share Price in the Exercise Notice, the Holder is entitled to utilize the Base Share
Price at all times on and after the date of such Dilutive Issuance. Notwithstanding the foregoing, the Holder may only enforce its rights
under this Section 2(b) after the date that is one hundred eighty (180) calendar days after the Issuance Date, provided, however, that
at such time the Holder may enforce its rights to all adjustments under this Section 2(b) that apply even if the Dilutive Issuance occurred
prior to the date that is one hundred eighty (180) calendar days after the Issuance Date. Notwithstanding the foregoing, no adjustment
shall occur under this Section 2(b) with respect to the Uplist Offering. “Exempt Issuance” shall mean the issuance of Common
Stock to Megawell USA Technology Investment Fund I LLC (“Megawell”), pursuant to that certain credit agreement and promissory
note dated December 31, 2016, so long as (i) Calvin Pang remains both the managing director of Megawell and the chief financial officer
of the Company and (ii) Megawell’s sale of the Common Stock is subject to the restrictions on affiliates provided for in Rule 144(e).


 


(c)
Subdivision or Combination of Common Stock. If
the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the
Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of
its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section
2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment
of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever
any event covered by this Section 2(c) shall occur.


 




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3.
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company
with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),
(ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property
and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of
shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”)
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation
on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise
such warrant into Alternate Consideration.


 


4.
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at
all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of
the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common
Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock
upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from
preemptive rights, two (2) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for
the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).


 


5.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall
not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


 6. REISSUANCE.




 


(a)
Lost, Stolen or Mutilated Warrant. If this Warrant
is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this
Warrant so lost, stolen, mutilated or destroyed.


 


(b)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 




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7.
TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of
the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the
Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed
written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall
be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable
rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in
whole or in part, without the need to obtain the Company’s consent thereto.


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given
in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written
notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment
and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the
holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder.


 


9.
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and the Holder.


 


10.
GOVERNING LAW AND VENUE. This Warrant 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 Warrant shall be brought only in the state courts located in the State of New Jersey or federal courts located in the State of
New Jersey. The parties to this Warrant 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. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY.
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 Warrant 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 Warrant or any other transaction
document entered into in connection with this Warrant 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 the Purchase 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.


 




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11.
ACCEPTANCE.Receipt of this Warrant by the Holder shall constitute acceptance of
and agreement to all of the terms and conditions contained herein.


 


12.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
[Intentionally Omitted].


 


(b)
“Closing Sale Price” means, for any
security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Quotestream or other
similar quotation service provider designated by the Holder, or, if the Principal Market begins to operate on an extended hours basis
and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported
by Quotestream or other similar quotation service provider designated by the Holder, or (ii) if the foregoing does not apply, the last
trade price of such security in the over-the-counter market for such security as reported by Quotestream or other similar quotation service
provider designated by the Holder, or (iii) if no last trade price is reported for such security by Quotestream or other similar quotation
service provider designated by the Holder, the average of the bid and ask prices of any market makers for such security as reported by
Quotestream or other similar quotation service provider designated by the Holder. If the Closing Sale Price cannot be calculated for
a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair
market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c)
“Common Stock” means the Company’s
common stock, par value $0.001, and any other class of securities into which such securities may hereafter be reclassified or changed.


 


(d)
“Common Stock Equivalents” means
any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation
any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(e)
[Intentionally Omitted].


 


(f)
“Person” and “Persons”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and any governmental entity or any department or agency thereof.


 


(g)
“Principal Market” means the principal
securities exchange or trading market where such Common Stock is listed or quoted, including but not limited to any tier of the OTC Markets,
any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.


 


(h)
“Market Price” means the highest
traded price of the Common Stock during the one hundred and fifty Trading Days prior to the date of the respective Exercise Notice.


 


(i)
“Trading Day” means any day on which
the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common Stock is not then listed or quoted
on any Principal Market, then any calendar day.


 


*
* * * * * *


 




    	8



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	CLEAN
    ENERGY TECHNOLOGIES, INC.
	 	 	 
	 	
	 	Name:	Kambiz
    Mahdi
	 	Title:	Chief
    Executive Officer


 




    	 



    	 



    

 





EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Stock Purchase Warrant)


 


THE
UNDERSIGNED holder hereby exercises the right to purchase_______________of the shares of Common Stock (“Warrant Shares”)
of CLEAN ENERGY TECHNOLOGIES, INC., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock
Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


	1.	Form
                                            of Exercise Price. The Holder intends that payment of the Exercise Price shall be made
                                            as (check one):



 


		☐	a
                                            cash exercise with respect to _______________Warrant
                                            Shares; or



 


		☐	by
                                            cashless exercise pursuant to the Warrant.



 


		2.	Payment
                                            of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable
                                            Aggregate Exercise Price in the sum of $_______________to the Company in accordance
                                            with the terms of the Warrant.



 


		3.	Delivery
                                            of Warrant Shares. The Company shall deliver to the holder______________Warrant Shares
                                            in accordance with the terms of the Warrant.



 


	Date:		 	 	 
	 	 	 	 	 
	 	 	 	
	 	 	 	(Print
    Name of Registered Holder)
	 	 	 	 
	 	 	 	By:	
	 	 	 	Name:	
	 	 	 	Title:	


 




    	 



    	 



    

 


EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto  the right to purchaseshares of common
stock of CLEAN ENERGY TECHNOLOGIES, INC., to which the within Common Stock Purchase Warrant relates and appoints, as attorney-in-fact,
to transfer said right on the books of CLEAN ENERGY TECHNOLOGIES, INC. with full power of substitution and re-substitution in the premises.
By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


	Dated:		 	 	 
	 	 	 	 	 
	 	 	 	
	 	 	 	(Signature)
    *
	 	 	 	 	 
	 	 	 	
	 	 	 	(Name)
    (Address)
	 	 	 	 	 
	 	 	 	
	 	 	 	(Social
    Security or Tax Identification No.)


 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant
in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership,
trust or other entity, please indicate your position(s) and title(s) with such entity.